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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 20, 2000

                                                           REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            LAMAR ADVERTISING COMPANY
             (Exact Name of Registrant as Specified in its Charter)

                 DELAWARE                                  72-1449411
       (State or other jurisdiction                     (I.R.S. Employer
    of incorporation or organization)                Identification Number)

                            5551 CORPORATE BOULEVARD
                          BATON ROUGE, LOUISIANA 70808
                                 (225) 926-1000
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                              KEVIN P. REILLY, JR.
                             CHIEF EXECUTIVE OFFICER
                            LAMAR ADVERTISING COMPANY
                            5551 CORPORATE BOULEVARD
                          BATON ROUGE, LOUISIANA 70808
                                 (225) 926-1000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                 with a copy to:

                              STANLEY KELLER, ESQ.
                               PALMER & DODGE LLP
                                ONE BEACON STREET
                           BOSTON, MASSACHUSETTS 02108
                                 (617) 573-0100

        Approximate date of commencement of proposed sale to the public:

   FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

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

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

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

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

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

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                         CALCULATION OF REGISTRATION FEE

                                                                   PROPOSED MAXIMUM        PROPOSED MAXIMUM
     TITLE OF SECURITIES TO BE                AMOUNT TO BE             OFFERING           AGGREGATE OFFERING         AMOUNT OF
            REGISTERED                         REGISTERED          PRICE PER UNIT(1)         PRICE(2)(3)          REGISTRATION FEE
                                                                                                     
Debt Securities of Lamar Advertising
Company (the "Company")(3)

Guarantees of Co-Registration of Debt
Securities(4)

Preferred Stock, $.001 par value, of
the Company

Class A Common Stock, $.001 par
value, of the Company

Warrants of the Company

Total for Securities Being Registered
for the Account of the Registrant(5)         $537,500,000(6)             100%                $537,500,000(6)         $141,900

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

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

(3)  If any Debt Securities are issued at an original issue discount, then the
     offering price shall be in such greater principal amount as shall result in
     an aggregate initial offering price not to exceed $537,500,000.

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

(5)  In no event will the aggregate offering price of all securities issued from
     time to time by the Registrant for its own account pursuant to this
     Registration Statement exceed $537,500,000 or the equivalent thereof in one
     or more foreign currencies, foreign currency units or composite currencies.
     The aggregate amount of Lamar Class A common stock registered hereunder for
     the account of the Registrant is further limited to that which is
     permissible under Rule 415(a)(4) under the Securities Act. The securities
     registered hereunder may be sold separately or as units with other
     securities registered hereby.

(6)  Does not include securities having an aggregate maximum offering price
     equal to $212,500,000 eligible to be sold under the Registrant's
     Registration Statement on Form S-3 (No. 333-71929), which are being carried
     forward to this Registration Statement. The amount of the filing fee
     associated with such securities, which was previously paid in connection
     with the earlier registration statement, was $59,075.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement relates to $537,500,000 of securities registered hereby and to the
$212,500,000 of securities remaining unsold under the Registration Statement on
Form S-3 (No. 71929) previously filed by the Registrant.

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                             TABLE OF CO-REGISTRANTS

                                                                    STATE OR OTHER
                                                                    JURISDICTION OF                   IRS EMPLOYER
EXACT NAME OF REGISTRANT                                           INCORPORATION OR                  IDENTIFICATION
AS SPECIFIED IN ITS CHARTER                                          ORGANIZATION                        NUMBER
- ---------------------------                                        ----------------                  --------------
                                                                                             
Lamar Media Corp.                                                       Delaware                       72-1205791
Interstate Logos, Inc.                                                  Delaware                       72-1230862
American Signs, Inc.                                                   Washington                      91-1642046
Canadian TODS Limited                                             Nova Scotia, Canada                      n/a
Colorado Logos, Inc.                                                    Colorado                       84-1480715
Delaware Logos, LLC                                                     Delaware                       51-0392715
Dowling Company, Incorporated                                           Virginia                       54-0787845
Florida Logos, Inc.                                                     Florida                        65-0671887
Hardin Development Corporation                                          Florida                        59-3194679
Kansas Logos, Inc.                                                       Kansas                        48-1187701
Kentucky Logos, LLC                                                     Kentucky                   application pending
Lamar Advertising of Ashland, Inc.                                      Kentucky                       61-1071047
Lamar Advertising of Colorado Springs, Inc.                             Colorado                       72-0931093
Lamar Advertising of Kentucky, Inc.                                     Kentucky                       61-1306385
Lamar Advertising of Michigan, Inc.                                     Michigan                       38-3376495
Lamar Advertising of South Dakota, Inc.                               South Dakota                     46-0446615
Lamar Advertising of West Virginia, Inc.                             West Virginia                     55-0670806
Lamar Advertising of Youngstown, Inc.                                   Delaware                       23-2669670
Lamar Air, L.L.C.                                                      Louisiana                       72-1277136
Lamar Electrical, Inc.                                                 Louisiana                       72-1392115
Lamar Martin Corporation                                                Delaware                       75-2779598
Lamar MW Sign Corporation                                               Delaware                       75-2779602
Lamar Nevada Sign Corporation                                           Delaware                       75-2788530
Lamar OCI North Corporation                                             Delaware                       38-2885263
Lamar OCI South Corporation                                           Mississippi                      64-0520092
Lamar Outdoor Corporation                                               Delaware                       75-2779605
Lamar Pensacola Transit, Inc.                                           Florida                        59-3391978
Lamar Robinson, Inc.                                                    Missouri                       43-1078044
Lamar Tennessee, L.L.C.                                                Tennessee                       72-1309007
Lamar Texas General Partner, Inc.                                      Louisiana                       72-1309003
Lamar Texas Limited Partnership                                          Texas                         72-1309005
Lamar West L.P.                                                        California                      77-0058488
Lamar Whiteco Outdoor Corporation                                       Delaware                       75-2783296
Lindsay Outdoor Advertising, Inc.                                      California                      13-3418863
Michigan Logos, Inc.                                                    Michigan                       38-3071362
Minnesota Logos, Inc.                                                  Minnesota                       41-1800355
Missouri Logos, LLC                                                     Missouri                       72-1485587
Nebraska Logos, Inc.                                                    Nebraska                       72-1137877
Nevada Logos, Inc.                                                       Nevada                        88-0373108
New Mexico Logos, Inc.                                                 New Mexico                      85-0446801
Ohio Logos, Inc.                                                          Ohio                         72-1148212
Outdoor Promotions West, LLC                                            Delaware                       22-3598746
Parsons Development Company                                             Florida                        59-3500218
Revolution Outdoor Advertising, Inc.                                    Florida                        59-3418650
Scenic Outdoor Marketing & Consulting, Inc.                            California                      77-0170717
South Carolina Logos, Inc.                                           South Carolina                    58-2152628
Tennessee Logos, Inc.                                                  Tennessee                       62-1649765
Texas Logos, Inc.                                                        Texas                         76-0381679
TLC Properties II, Inc.                                                  Texas                         72-1336624

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                                                                    STATE OR OTHER
                                                                    JURISDICTION OF                   IRS EMPLOYER
EXACT NAME OF REGISTRANT                                           INCORPORATION OR                  IDENTIFICATION
AS SPECIFIED IN ITS CHARTER                                          ORGANIZATION                        NUMBER
- ---------------------------                                        ----------------                  --------------
                                                                                             
TLC Properties, Inc.                                                   Louisiana                       72-0640751
TLC Properties, L.L.C.                                                 Louisiana                       72-1417495
Transit America Las Vegas, L.L.C.                                       Delaware                       88-0386243
Triumph Outdoor Holdings, LLC                                           Delaware                       13-3990438
Triumph Outdoor Louisiana, LLC                                          Delaware                       52-2122268
Triumph Outdoor Rhode Island, LLC                                       Delaware                       05-0500914
Utah Logos, Inc.                                                          Utah                         72-1148211
Virginia Logos, Inc.                                                    Virginia                       54-1763912
The Lamar Company, L.L.C.                                              Louisiana                       72-1462298
Lamar Advertising of Penn, LLC                                          Delaware                       72-1462301
Lamar Advertising of Louisiana, L.L.C.                                 Louisiana                       72-1462297
Lamar Florida, Inc.                                                     Florida                        72-1467178
Lamar Advan, Inc.                                                     Pennsylvania                     25-1736076
Lamar Advertising of Iowa, Inc.                                           Iowa                         42-1474840
Lamar T.T.R., L.L.C.                                                    Arizona                        86-0928767
Lamar Advertising of Macon, L.L.C.                                     Louisiana                       72-1465903
Outdoor West, Inc. of Tennessee                                         Georgia                        62-1187202
Outdoor West, Inc. of Georgia                                           Georgia                        58-1307725
Lamar Advertising of Texas, Inc.                                        Delaware                       76-0637519
Lamar Advantage GP Company, LLC                                         Delaware                       76-0637519
Lamar Advantage LP Company, LLC                                         Delaware                       76-0637519
Lamar Advantage Outdoor Company, L.P.                                   Delaware                       74-2841299
Lamar Advantage Holding Company                                         Delaware                       76-0619569
Lamar Ember, Inc.                                                        Texas                         74-2084401
Lamar Oklahoma Holding Company, Inc.                                    Oklahoma                       73-1474290
Lamar Advertising of Oklahoma, Inc.                                     Oklahoma                       73-1178474
Lamar Benches, Inc.                                                     Oklahoma                       73-1524386
Lamar I-40 West, Inc.                                                   Oklahoma                       73-1498886
Georgia Logos, L.L.C.                                                   Georgia                        72-1469485
Mississippi Logos, L.L.C.                                             Mississippi                      72-1469487
New Jersey Logos, L.L.C.                                               New Jersey                      72-1469048
Oklahoma Logos, L.L.C.                                                  Oklahoma                       72-1469103
Interstate Logos, L.L.C.                                               Louisiana                       72-1230862
Lamar Aztec, Inc.                                                       Michigan                       38-2547394
LC Billboard L.L.C.                                                     Delaware                       63-1692342
Lamar KYO, Inc.                                                       Mississippi                      64-0783931
Lamar Ohio Outdoor Holding Corp.                                          Ohio                         34-1597561
Stewart Advertising , Inc.                                              Colorado                       84-1403213
Lamar Springfield, Inc.                                                 New York                       04-1858480
Lamar Wright Poster Corp.                                             Pennsylvania                     25-1662338

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The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and Lamar Advertising Company is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.

                  SUBJECT TO COMPLETION, DATED OCTOBER 20, 2000
PROSPECTUS

                                  $750,000,000

                            LAMAR ADVERTISING COMPANY
       DEBT SECURITIES, PREFERRED STOCK, CLASS A COMMON STOCK AND WARRANTS

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

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

         o        shares of its preferred stock;

         o        shares of its Class A common stock; or

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

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

         This prospectus provides you with a general description of the
securities that we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading "Where You Can Find More Information" beginning on page 3 of
this prospectus before you make your investment decision.

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

         SEE RISK FACTORS BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN THESE SECURITIES.

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

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

                The date of this prospectus is           , 2000.

   6

                                TABLE OF CONTENTS

                                                                                                               PAGE
                                                                                                               ----
                                                                                                            
WHERE YOU CAN FIND MORE INFORMATION..............................................................................3

BUSINESS OF LAMAR................................................................................................4

NOTE REGARDING FORWARD-LOOKING STATEMENTS........................................................................4

RISK FACTORS.....................................................................................................5

USE OF PROCEEDS.................................................................................................10

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS................................................10

DESCRIPTION OF DEBT SECURITIES..................................................................................11

DESCRIPTION OF PREFERRED STOCK..................................................................................19

DESCRIPTION OF LAMAR CLASS A COMMON STOCK.......................................................................21

DESCRIPTION OF WARRANTS.........................................................................................22

PLAN OF DISTRIBUTION............................................................................................24

LEGAL MATTERS...................................................................................................25

EXPERTS.........................................................................................................25

                                       2
   7

                       WHERE YOU CAN FIND MORE INFORMATION

         Lamar Advertising and Lamar Media each file annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any document we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Lamar
Advertising's and Lamar Media's SEC filings are also available on the SEC's
Website at "http://www.sec.gov." Copies of these materials can also be inspected
and copied at the office of the Nasdaq National Market, 1735 K Street, N.W.,
Washington, D.C. 20006-1500.

         The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the sale of all the shares covered
by this prospectus:

         o        Annual Report on Form 10-K for the year ended December 31,
                  1999;

         o        Quarterly Reports on Form 10-Q for the quarters ended March
                  31, 2000 and June 30, 2000;

         o        Current Reports on Form 8-K filed on July 7, 1999, November
                  23, 1999, February 9, 2000, August 31, 2000, September 6, 2000
                  and October 17, 2000; and

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

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

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

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

                                       3
   8

                                BUSINESS OF LAMAR

         Lamar is one of the largest and most experienced owners and operators
of outdoor advertising structures in the United States. We conduct a business
that has operated under the Lamar name since 1902. As of September 30, 2000, we
operated approximately 130,600 displays in 43 states. We also operate 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 September 30, 2000, we maintained over
89,100 logo sign displays in 20 states. We also operate transit advertising
displays on bus shelters, bus benches and buses in several markets.

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

                    NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This prospectus, including documents incorporated by reference,
contains "forward-looking statements." These are statements that relate to
future periods and include statements about:

         o        our expected operating results;

         o        our market opportunities;

         o        our acquisition opportunities;

         o        our ability to integrate successfully the operations of
                  acquired assets and businesses;

         o        our ability to compete; and

         o        our stock price.

         Generally, the words "anticipates," "believes," "expects," "intends"
and similar expressions identify forward-looking statements. These
forward-looking statements involve known and unknown risks, uncertainties and
other important factors that could cause our actual results, performance or
achievements, or industry results, to differ materially from any future results,
performance or achievements expressed or implied by these forward-looking
statements. These risks, uncertainties and other important factors include,
among others, those relating to: (1) our significant indebtedness; (2) our need
for and ability to obtain additional funding for acquisitions or operations; (3)
the integration of companies that we acquire and our ability to recognize cost
savings or operating efficiencies as a result of these acquisitions; (4) the
continued popularity of outdoor advertising; (5) the regulation of the outdoor
advertising industry; (6) the risks and uncertainties described under the
caption "Risk Factors" and (7) other factors described in the documents that we
file from time with the SEC. See "Where You Can Find More Information." The
forward-looking statements contained in this prospectus speak only as of the
date of this prospectus.

                                       4
   9

                                  RISK FACTORS

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

THE REQUIRED DISPOSITION OF SHARES OF OUR CLASS A COMMON STOCK CURRENTLY HELD BY
CLEAR CHANNEL COMMUNICATIONS, INC. COULD CAUSE THE MARKET PRICE OF THE CLASS A
COMMON STOCK TO DECLINE.

         A wholly-owned subsidiary of Clear Channel Communications, Inc.
currently holds approximately 26 million shares of our Class A common stock
formerly held by AMFM Inc. These shares represent approximately 34.8% of our
Class A common stock and 28.4% of all our outstanding common stock as of
September 30, 2000. Clear Channel must dispose of all of these shares prior to
January 1, 2003 under the terms of a consent decree with the Department of
Justice. The consent decree was issued in connection with the merger of AMFM
Inc. with Clear Channel, which was subject to review and clearance by the
Federal Trade Commission and U.S. Department of Justice under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, because Clear Channel is
also in the outdoor advertising business. These shares were originally issued to
a subsidiary of AMFM Inc. in connection with our acquisition of the Chancellor
outdoor advertising business. This required disposition could adversely affect
the market price of the Class A common stock.

OUR DEBT AGREEMENTS AND THOSE OF OUR WHOLLY-OWNED, DIRECT SUBSIDIARY LAMAR MEDIA
CORP. CONTAIN COVENANTS AND RESTRICTIONS THAT CREATE THE POTENTIAL FOR DEFAULTS.

         The terms of the indenture relating to Lamar Advertising's outstanding
notes, Lamar Media Corp.'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; and

         o        make investments.

         Lamar Media's ability to make distributions to Lamar Advertising is
also restricted under the terms of these agreements.

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

         o        interest coverage;

         o        fixed charges ratio;

         o        senior debt ratios; and

         o        total debt ratios.

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

                                       5
   10

BECAUSE WE HAVE SIGNIFICANT FIXED PAYMENTS ON OUR DEBT, WE MAY LACK SUFFICIENT
CASH FLOW TO OPERATE OUR BUSINESS AS WE HAVE IN THE PAST AND MAY NEED TO BORROW
MONEY IN THE FUTURE TO MAKE THESE PAYMENTS AND OPERATE OUR BUSINESS.

         We have borrowed substantial amounts of money in the past and may
borrow more money in the future. At September 30, 2000, Lamar Advertising
Company had approximately $288 million of convertible notes outstanding. At
September 30, 2000, Lamar Media had approximately $1,588 million of debt
outstanding consisting of approximately $1,037 million in bank debt, $541
million in various series of senior subordinated notes of Lamar Media and $10
million in various other short-term and long-term debt of Lamar Media.

         A large part of our cash flow from operations must be used to make
principal and interest payments on our debt. If our operations make less money
in the future, we may need to borrow to make these payments. In addition, we
finance most of our acquisitions through borrowings under Lamar Media's bank
credit facility which presently has a total committed amount of $1.25 billion in
term and revolving credit loans. At September 30, 2000, we had approximately
$212 million available to borrow under this bank credit facility. Since our
borrowing capacity under Lamar Media's bank credit facility is limited, we may
not be able to continue to finance future acquisitions at our historical rate
with borrowings under this bank credit facility. We may need to borrow
additional amounts or seek other sources of financing to fund future
acquisitions. We cannot guarantee that additional financing will be available or
available on favorable terms. We also may need the consent of the banks under
Lamar Media's bank credit facility, or the holders of other indebtedness, to
borrow additional money.

OUR BUSINESS COULD BE HURT BY CHANGES IN ECONOMIC AND ADVERTISING TRENDS.

         We sell advertising space to generate revenues. A decrease in demand
for advertising space could adversely affect our business. General economic
conditions and trends in the advertising industry affect the amount of
advertising space purchased. A reduction in money spent on our displays could
result from:

         o        a general decline in economic conditions;

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

         o        a reallocation of advertising expenditures to other available
                  media by significant users of our displays; or

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

OUR OPERATIONS ARE IMPACTED BY THE REGULATION OF OUTDOOR ADVERTISING.

         Our operations are significantly impacted by federal, state and local
government regulation of the outdoor advertising business.

         The federal government conditions federal highway assistance on states
imposing location restrictions on the placement of billboards on primary and
interstate highways. Federal laws also impose size, spacing and other
limitations on billboards. Some states have adopted standards more restrictive
than the federal requirements. Local governments generally control billboards as
part of their zoning regulations. Some local governments have enacted ordinances
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, we may not be successful in negotiating
acceptable arrangements when our displays have been subject to removal under
these types of local laws.

                                       6
   11

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

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

         We have substantially increased our inventory of advertising displays
through acquisitions. Our operating strategy involves making purchases in
markets where we currently compete as well as in new markets. However, the
following factors may affect our ability to continue to pursue this strategy
effectively.

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

         o        We are also likely to face increased competition from other
                  outdoor advertising companies for the companies or assets that
                  we wish to purchase. Increased competition may lead to higher
                  prices for outdoor advertising companies and assets and
                  decrease those that we are able to purchase.

         o        We do not know if we will have sufficient capital resources to
                  make purchases, obtain any required consents from our lenders,
                  or find acquisition opportunities with acceptable terms.

         o        We must integrate newly acquired assets and businesses into
                  our existing operations. From January 1, 2000 to September 30,
                  2000, we completed 70 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 our management that would otherwise be directed at
                  developing our existing business. Further, we cannot be
                  certain that the benefits and cost savings that we anticipate
                  from these purchases will develop.

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

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

         In our logo sign business, we currently face competition for
state-awarded service contracts from two other logo sign providers as well as
local companies. Initially, we compete for state-awarded service contracts as
they are privatized. Because these contracts expire after a limited time, we
must compete to keep our existing contracts each time they are up for renewal.

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

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

         A significant portion of our 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, we have
incurred significant losses due to severe storms. These losses resulted from
structural damage, overtime

                                       7
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compensation, loss of billboards that could not be replaced under applicable
laws and reduced occupancy because billboards were out of service.

         We have determined that it is not economical to obtain insurance
against losses from hurricanes and other storms. Instead, we have developed
contingency plans to deal with the threat of hurricanes. For example, we attempt
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. We then replace these advertising faces after the storm has passed.
However, these plans may not be effective in the future and, if they are not,
significant losses may result.

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

         A portion of our revenues and operating income come from our
state-awarded service contracts for logo signs. We cannot predict what remaining
states, if any, will start logo sign programs or convert state-run logo sign
programs to privately operated programs. We compete with many other parties for
new state-awarded service contracts for logo signs. Even when we are awarded a
contract, the award may be challenged under state contract bidding requirements.
If an award is challenged, we 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 our 20 logo sign contracts in place at September 30, 2000, two are
subject to renewal in January and February 2001. We cannot guarantee that we
will be able to obtain new logo sign contracts or renew our existing contracts.
In addition, after we receive a new state-awarded logo contract, we generally
incur significant start-up costs. We cannot guarantee that we will continue to
have access to the capital necessary to finance those costs.

OUR OPERATIONS COULD BE AFFECTED BY THE LOSS OF KEY EXECUTIVES.

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

WE HAVE A CONTROLLING STOCKHOLDER THAT CAN CONTROL ANY VOTES TO EXCLUSION OF THE
OTHER HOLDERS OF CLASS A COMMON STOCK.

         Purchasers of Class A common stock under this prospectus will have no
control over the management or business practices of the company.

         Kevin P. Reilly, Jr., Chief Executive Officer of Lamar Advertising, is
the managing general partner of the Reilly Family Limited Partnership. On
September 30, 2000 this partnership beneficially owned all of the outstanding
shares of Class B common stock, which shares represented approximately 69% total
voting power of the Lamar Advertising common stock as of September 30, 2000. As
a result, Mr. Reilly, or his successor as managing general partner, controls the
outcome of matters requiring a stockholder vote. These matters include electing
directors, amending Lamar Advertising's certificate of incorporation or by-laws,
adopting or preventing certain mergers or other similar transactions, such as a
sale of substantially all of our assets. Mr. Reilly would also decide the
outcome of transactions that could give the holders of the Class A common stock
the opportunity to realize a premium over the then-prevailing market price for
their shares.

         Further, subject to contractual restrictions and general fiduciary
obligations, we are not prohibited from engaging in transactions with management
or our principal stockholders or with entities in which members of management or
Lamar Advertising's principal stockholders have an interest. Lamar Advertising's
certificate of

                                       8
   13

incorporation does not provide for cumulative voting in the election of
directors and, consequently, the Reilly Family Limited Partnership can elect all
the directors.

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

         Provisions of Lamar Advertising's certificate of incorporation and
by-laws may discourage a third party from offering to purchase Lamar
Advertising. These provisions, therefore, inhibit actions that would result in a
change in control of Lamar Advertising. Some of these actions would otherwise
give the holders of the Class A common stock the opportunity to realize a
premium over the then-prevailing market price of the stock.

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

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

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

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

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   14

                                 USE OF PROCEEDS

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

        RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

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

                                                    YEAR ENDED                  YEAR ENDED                  SIX MONTHS
                                                    OCTOBER 31,                DECEMBER 31,               ENDED JUNE 30,
                                                -------------------   ------------------------------   -------------------
                                                  1995       1996       1997       1998       1999       1999       2000
                                                --------   --------   --------   --------   --------   --------   --------
                                                                                             
Ratio of Earnings to Fixed Charges ..........       1.4x       1.8x       1.2x        .8x        .5x        .6x        .2x

Ratio of Earnings to Fixed Charges and
  Preferred Stock Dividends(1) ..............       1.4x       1.8x       1.2x        .8x        .5x        .6x        .2x

Coverage Deficiency (in thousands) ..........        n/a        n/a        n/a   $ 12,446   $ 54,496   $ 17,724   $ 69,257

- ----------

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

                                       10
   15

                         DESCRIPTION OF DEBT SECURITIES

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

         We may offer under this prospectus up to $750,000,000 aggregate
principal amount of debt securities; or if debt securities are issued at a
discount, or in a foreign currency, foreign currency units or composite
currency, the principal amount as may be sold for an initial public offering
price of up to $750,000,000. Unless otherwise specified in the applicable
prospectus supplement, the debt securities will represent direct, unsecured
obligations of Lamar and will rank equally with all of our other unsecured
indebtedness.

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

GENERAL

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

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

         (1)      the title;

         (2)      the aggregate principal amount;

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

         (4)      any limit on the aggregate principal amount;

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

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

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

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

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

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

                                       11
   16

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

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

         (13)     the currency of denomination;

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

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

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

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

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

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

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

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

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

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

         (24)     the form and terms of any guarantee.

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

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

                                       12
   17

EXCHANGE AND/OR CONVERSION RIGHTS

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

TRANSFER AND EXCHANGE

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

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

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

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

CERTIFICATED DEBT SECURITIES

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

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

GLOBAL DEBT SECURITIES AND BOOK ENTRY SYSTEM

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

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

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

                                       13
   18

the indenture, must rely on the procedures of the depository for the related
global debt security and, if this person is not a participant, on the procedures
of the participant through which that person owns its interest, to exercise such
rights.

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

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

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

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

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

NO PROTECTION IN THE EVENT OF CHANGE OF CONTROL

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

COVENANTS

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

                                       14
   19

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

CONSOLIDATION, MERGER AND SALE OF ASSETS

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

         (1)      the person formed by the consolidation or into or with which
                  we are merged or the person to which our properties and assets
                  are conveyed, transferred, sold or leased, is a corporation
                  organized and existing under the laws of the United States,
                  any State thereof or the District of Columbia and, if we are
                  not the surviving person, the surviving person has expressly
                  assumed all of our obligations, including the payment of the
                  principal of and, premium, if any, and interest on the debt
                  securities and the performance of the other covenants under
                  the indenture; and

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

EVENTS OF DEFAULT

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

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

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

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

         (4)      we are in default under one or more agreements, instruments,
                  mortgages, bonds, debentures or other evidences of
                  indebtedness under which we or any significant subsidiaries
                  then has more than $10 million in outstanding indebtedness,
                  individually or in the aggregate, and either (a) this
                  indebtedness is already due and payable in full or (b) this
                  default or defaults have resulted in the acceleration of the
                  maturity of the indebtedness;

         (5)      any final judgment or judgments that can no longer be appealed
                  for the payment of more than $10 million in money (not covered
                  by insurance) is rendered against us or any of our significant
                  subsidiaries and has not been discharged for any period of 60
                  consecutive days during which a stay of enforcement is not in
                  effect; and

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

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

         If an event of default (other than an event of default resulting from
certain events of bankruptcy, insolvency or reorganization) occurs, and is
continuing, then the trustee or the holders of not less than 25% in aggregate
principal amount of the outstanding debt securities of any series may accelerate
the maturity of the debt securities.

                                       15
   20

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

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

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

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

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

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

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

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

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

MODIFICATION AND WAIVER

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

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

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

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

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

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

                                       16
   21

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (c)      to compensate and indemnify the trustee; or

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

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

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

         (1)      money;

                                       17
   22

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

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

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

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

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

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

         (3)      in the case of covenant defeasance, we deliver to the trustee
                  an opinion of counsel to the effect that the holders of the
                  outstanding debt securities will not recognize income, gain or
                  loss for United States federal income tax purposes as a result
                  of the covenant defeasance and will be subject to United
                  States federal income tax on the same amounts, in the same
                  manner and at the same times as would have been the case if a
                  covenant defeasance had not occurred; and

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

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

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

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

                                       18
   23

GUARANTEES

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

REGARDING THE TRUSTEE

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

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

                         DESCRIPTION OF PREFERRED STOCK

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

         Subject to limitations prescribed by Delaware law and our certificate
of incorporation and by-laws, the board of directors can fix the number of
shares constituting each class or series of preferred stock and the
designations, powers, preferences and other rights of that series as well as the
qualifications, limitations or restrictions on those powers, preferences and
rights. These may include provisions concerning voting, redemption, dividends,
dissolution or the distribution of assets, conversion or exchange, and any other
subjects or matters the board of directors or duly authorized committee may fix
by resolution.

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

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

         (1)      the title and stated value;

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

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

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

                                       19
   24

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

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

         (7)      the provisions for redemption, if applicable;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       20
   25

                    DESCRIPTION OF LAMAR CLASS A COMMON STOCK

GENERAL

         Lamar's authorized common stock consists of 175,000,000 shares of Class
A common stock and 37,500,000 shares of Class B Common Stock. At October 17,
2000, there were 75,392,608 shares of Class A common stock and 17,000,000 shares
of Class B common stock issued and outstanding.

VOTING RIGHTS; CONVERSION OF CLASS B COMMON STOCK

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

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

DIVIDENDS; LIQUIDATION RIGHTS

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

OTHER PROVISIONS

         The common stock is redeemable in the manner and on the conditions
permitted under Delaware law and as may be authorized by the board of directors.
Holders of common stock have no preemptive rights.

TRANSFER AGENT

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

                                       21
   26

                             DESCRIPTION OF WARRANTS

GENERAL

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

DEBT WARRANTS

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

         (1)      the title;

         (2)      the aggregate number offered;

         (3)      their issue price or prices;

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

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

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

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

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

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

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

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

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

OTHER WARRANTS

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

                                       22
   27

         (1)      the title;

         (2)      the securities issuable upon exercise;

         (3)      the issue price or prices;

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

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

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

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

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

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

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

EXERCISE OF WARRANTS

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

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

                                       23
   28

                              PLAN OF DISTRIBUTION

         We may sell the securities being offered by us in this prospectus:

         (1)      directly to purchasers;

         (2)      through agents;

         (3)      through dealers;

         (4)      through underwriters; or

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

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

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

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

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

         (4)      at negotiated prices.

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

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

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

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

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

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

                                       24
   29

any these contracts will be subject only to those conditions described in the
applicable prospectus supplement, and the prospectus supplement will set forth
the price to be paid for securities pursuant to these contracts and the
commissions payable for solicitation of these contracts.

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

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

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

                                  LEGAL MATTERS

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

                                     EXPERTS

         The consolidated financial statements of Lamar Advertising Company and
subsidiaries as of December 31, 1999 and 1998 and for each of the years in the
three-year period ended December 31, 1999, incorporated by reference into this
prospectus and registration statement have been incorporated by reference herein
and in the registration statement in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of such firm as experts in accounting and auditing. The
report of KPMG LLP covering the December 31, 1999 financial statements refers to
a change in the method of accounting for costs of start-up activities.

         The consolidated financial statements of Advantage Outdoor Company, LP
and subsidiaries as of and for the year ended December 31, 1999, incorporated by
reference into this prospectus and registration statement have been incorporated
by reference herein and in the registration statement in reliance upon the
report of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of such firm as experts in accounting
and auditing.

         The consolidated balance sheet of Chancellor Outdoor Media Corporation
as of December 31, 1998 and consolidated statements of operations, equity and
cash flows for the period from July 22, 1998 to December 31, 1998, the
statements of income, divisional equity and cash flows of The Outdoor Division
of Whiteco Industries, Inc. for the eleven months ended November 30, 1998, the
statements of operations, partners' capital and cash flows of Martin Media, L.P.
for the seven months ended July 31, 1998, and the statements of operations,
retained earnings and cash flows of Martin & MacFarlane, Inc. for the seven
months ended July 31, 1998, incorporated in this registration statement by
reference to the Current Report on Form 8-K of Lamar Advertising Company dated
July 6, 1999 have been so incorporated in reliance upon the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

                                       25
   30

         The financial statements of the Outdoor Advertising Division of Whiteco
Industries, Inc., incorporated by reference in this prospectus have been audited
by BDO Seidman, LLP, independent certified public accountants, to the extent and
for the periods set forth in their report incorporated herein by reference, and
are incorporated herein in reliance upon such report given the authority of said
firm as experts in auditing and accounting.

         The balance sheets of Martin Media as of December 31, 1997 and 1996 and
the related statements of operations, partners' capital (deficit) and cash flows
for each of the years ended December 31, 1997, 1996, and 1995 and the balance
sheets of Martin & MacFarlane, Inc. as of December 31, 1997 and 1996 and the
related statements of income, retained earnings and cash flows for each of the
years ended December 31, 1997 and 1996 and the six-month period ended December
31, 1995, all of which have been incorporated by reference in this prospectus
and in the registration statement, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.

         The balance sheet of Martin & MacFarlane, Inc. as of June 30, 1995 and
the related statements of income, retained earnings and cash flows of Martin &
MacFarlane, Inc. for the year ended June 30, 1995, all of which have been
incorporated by reference in this prospectus and in the registration statement
have been incorporated by reference herein and in the registration statement in
reliance upon the report of Barbich Longcrier Hooper & King, Accounting
Corporation, independent certified public accountants, incorporated by reference
herein, and upon the authority of such firm as experts in accounting and
auditing.

                                       26
   31
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

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

                                                                                      
SEC registration fee                                                                     $141,900

Printing and engraving expenses                                                           300,000

Legal fees and expenses                                                                   200,000

Accounting fees and expenses                                                               50,000

Rating agency fees                                                                         50,000

Transfer agent fees and expenses                                                           15,000

Fees and expenses of the Trustee                                                           15,000

Miscellaneous                                                                              28,100

                     Total                                                               $800,000

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

         Lamar's Certificate of Incorporation provides that directors of Lamar
will not be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, whether or not an individual
continues to be a director at the time such liability is asserted, except for
liability (i) for any breach of the director's duty of loyalty to Lamar or its
stockholders, (ii) for acts or omissions not in good faith or which involve

                                      II-1
   32

intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, relating to prohibited dividends or distributions or the repurchase or
redemption of stock, or (iv) for any transaction from which the director derives
an improper personal benefit.

         The Company carries Directors' and Officers' insurance which covers its
directors and officers against certain liabilities they may incur when acting in
their capacity as directors or officers of the Company.

ITEM 16. EXHIBITS

         See Exhibit Index immediately following signature pages.

ITEM 17. UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes:

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

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

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

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

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

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

                  (4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements
and information are contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Form
F-3.

                                      II-2
   33

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

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

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

                                      II-3
   34

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    LAMAR ADVERTISING COMPANY

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

                                POWER OF ATTORNEY

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

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

Signature                                       Title                                        Date
- ---------                                       -----                                        ----
                                                                                       
/s/ Kevin P. Reilly, Jr.                        Director and Principal                       October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal
- ------------------------------------            Financial and Accounting Officer             October 19, 2000
Keith A. Istre

/s/ Charles W. Lamar                            Director                                     October 19, 2000
- ------------------------------------
Charles W. Lamar

/s/ Gerald H. Marchand                          Director                                     October 19, 2000
- ------------------------------------
Gerald H. Marchand
                                                Director                                     October 19, 2000
- ------------------------------------
Stephen Mumblow

/s/ T. Everett Stewart, Jr.                     Director                                     October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

/s/ Sean E. Reilly                              Director                                     October 19, 2000
- ------------------------------------
Sean E. Reilly
                                                Director                                     October 19, 2000
- ------------------------------------
Wendell Reilly

                                                Director                                     October 19, 2000
- ------------------------------------
John Maxwell Hamilton

                                                Director                                     October 19, 2000
- ------------------------------------
Thomas Reifenheiser

                                      II-4
   35

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                       LAMAR MEDIA CORP.

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                       October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal
- ------------------------------------            Financial and Accounting Officer             October 19, 2000
Keith A. Istre

/s/ Sean Reilly                                 Director                                     October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                     October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                     October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                      II-5
   36

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                      LAMAR AIR, LLC

                                      By: THE LAMAR COMPANY, L.L.C., its Manager

                                      By: LAMAR MEDIA CORP., its Manager

                                      /s/ Kevin P. Reilly, Jr.
                                      ------------------------------------------
                                      Kevin P. Reilly
                                      President and Chief Executive Officer

                                      II-6
   37

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                           TLC PROPERTIES, L.L.C.

                                           By: TLC PROPERTIES, INC., its Manager

                                           /s/ Sean E. Reilly
                                           -------------------------------------
                                           Sean E. Reilly
                                           President and Chief Executive Officer

                                      II-7
   38

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                          LAMAR TEXAS LIMITED PARTNERSHIP

                                          By: LAMAR TEXAS GENERAL PARTNER, INC.,
                                              its General Partner

                                          /s/ Kevin P. Reilly, Jr.
                                          --------------------------------------
                                          Kevin P. Reilly, Jr.
                                          President and Chief Executive Officer

                                      II-8
   39

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                           LAMAR TENNESSEE, L.L.C.

                                           By: THE LAMAR COMPANY, L.L.C. its
                                               Managing Member

                                           By: LAMAR MEDIA CORP., its Manager

                                           /s/ Kevin P. Reilly, Jr.
                                           -------------------------------------
                                           Kevin P. Reilly, Jr.
                                           President and Chief Executive Officer

                                      II-9
   40

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                       GEORGIA LOGOS, L.L.C.

                                       By: INTERSTATE LOGOS, INC., its Manager

                                       By: /s/ T. Everett Stewart, Jr
                                           ------------------------------------
                                           T. Everett Stewart, Jr.
                                           President and Chief Executive Officer

                                      II-10
   41

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                     INTERSTATE LOGOS, INC.

                                     By: /s/ T. Everett Stewart, Jr.
                                         --------------------------------------
                                         T. Everett Stewart, Jr.
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

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

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

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

/s/ T. Everett Stewart, Jr.                     Director and Principal Executive                October 19, 2000
- ------------------------------------            Officer
T. Everett Stewart, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Kevin P. Reilly, Jr.                        Director                                        October 19, 2000
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

                                      II-11
   42

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                       FLORIDA LOGOS, INC.

                                       By: /s/ T. Everett Stewart, Jr.
                                           -------------------------------------
                                           T. Everett Stewart, Jr.
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

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

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

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

/s/ T. Everett Stewart, Jr.                     Director and Principal Executive                October 19, 2000
- ------------------------------------            Officer
T. Everett Stewart, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Kevin P. Reilly, Jr.                        Director                                        October 19, 2000
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

                                     II-12
   43

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                      KANSAS LOGOS INC.

                                      By: /s/ T. Everett Stewart, Jr
                                          ------------------------------------
                                          T. Everett Stewart, Jr.
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

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

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

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

/s/ T. Everett Stewart, Jr.                     Director and Principal Executive                October 19, 2000
- ------------------------------------            Officer
T. Everett Stewart, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Kevin P. Reilly, Jr.                        Director                                        October 19, 2000
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

                                     II-13
   44

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                       KENTUCKY LOGOS, LLC

                                       By: INTERSTATE LOGOS, INC., its Manager

                                       By: /s/ T. Everett Stewart, Jr.
                                           -------------------------------------
                                           T. Everett Stewart, Jr.
                                           President and Chief Executive Officer

                                     II-14
   45

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    MICHIGAN LOGOS, INC.

                                    By: /s/ T. Everett Stewart, Jr.
                                        -------------------------------------
                                        T. Everett Stewart, Jr.
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

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

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

Signature                                       Title                                           Date
- ---------                                       -----                                           ----
                                                                                          
/s/ T. Everett Stewart, Jr.                     Director and Principal Executive                October 19, 2000
- ------------------------------------            Officer
T. Everett Stewart, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Kevin P. Reilly, Jr.                        Director                                        October 19, 2000
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

                                     II-15
   46

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                   MINNESOTA LOGOS, INC.

                                   By: /s/ T. Everett Stewart, Jr.
                                       -----------------------------------------
                                       T. Everett Stewart, Jr.
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

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

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

Signature                                       Title                                           Date
- ---------                                       -----                                           ----
                                                                                          
/s/ T. Everett Stewart, Jr.                     Director and Principal Executive                October 19, 2000
- ------------------------------------            Officer
T. Everett Stewart, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Kevin P. Reilly, Jr.                        Director                                        October 19, 2000
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

                                     II-16
   47

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                     MISSISSIPPI LOGOS L.L.C.

                                     By: INTERSTATE LOGOS, INC., its Manager

                                     By: /s/ T. Everett Stewart, Jr.
                                         -------------------------------------
                                         T. Everett Stewart, Jr.
                                         President and Chief Executive Officer

                                     II-17
   48

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    MISSOURI LOGOS, LLC

                                    By: INTERSTATE LOGOS, INC., its Manager

                                    By: /s/ T. Everett Stewart, Jr.
                                        --------------------------------------
                                        T. Everett Stewart, Jr.
                                        President and Chief Executive Officer

                                     II-18
   49

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                     NEBRASKA LOGOS, INC.

                                     By: /s/ T. Everett Stewart, Jr.
                                         -------------------------------------
                                         T. Everett Stewart, Jr.
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

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

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

Signature                                       Title                                           Date
- ---------                                       -----                                           ----
                                                                                          
/s/ T. Everett Stewart, Jr.                     Director and Principal Executive                October 19, 2000
- ------------------------------------            Officer
T. Everett Stewart, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Kevin P. Reilly, Jr.                        Director                                        October 19, 2000
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

                                     II-19
   50

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                     NEVADA LOGOS, INC.

                                     By: /s/ T. Everett Stewart, Jr.
                                         -------------------------------------
                                         T. Everett Stewart, Jr.
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

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

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

Signature                                       Title                                           Date
- ---------                                       -----                                           ----
                                                                                          
/s/ T. Everett Stewart, Jr.                     Director and Principal Executive                October 19, 2000
- ------------------------------------            Officer
T. Everett Stewart, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Kevin P. Reilly, Jr.                        Director                                        October 19, 2000
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

                                      II-20
   51

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                     NEW JERSEY LOGOS L.L.C.

                                     By: INTERSTATE LOGOS, INC., its Manager

                                     By: /s/ T. Everett Stewart, Jr.
                                         -------------------------------------
                                         T. Everett Stewart, Jr.
                                         President and Chief Executive Officer

                                     II-21
   52

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                     OHIO LOGOS, INC.

                                     By: /s/ T. Everett Stewart, Jr.
                                         -------------------------------------
                                         T. Everett Stewart, Jr.
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

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

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

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

/s/ T. Everett Stewart, Jr.                     Director and Principal Executive                October 19, 2000
- ------------------------------------            Officer
T. Everett Stewart, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Kevin P. Reilly, Jr.                        Director                                        October 19, 2000
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

                                     II-22
   53

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                     OKLAHOMA LOGOS, L.L.C.

                                     By: INTERSTATE LOGOS, INC., its Manager

                                     By: /s/ T. Everett Stewart, Jr.
                                         -------------------------------------
                                         T. Everett Stewart, Jr.
                                         President and Chief Executive Officer

                                     II-23
   54

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                     SOUTH CAROLINA LOGOS, INC.

                                     By: /s/ T. Everett Stewart, Jr.
                                         -------------------------------------
                                         T. Everett Stewart, Jr.
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

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

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

Signature                                       Title                                           Date
- ---------                                       -----                                           ----
                                                                                          
/s/ T. Everett Stewart, Jr.                     Director and Principal Executive                October 19, 2000
- ------------------------------------            Officer
T. Everett Stewart, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Kevin P. Reilly, Jr.                        Director                                        October 19, 2000
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

                                     II-24
   55

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                   TENNESSEE LOGOS, INC.

                                   By: /s/ T. Everett Stewart, Jr.
                                       --------------------------------------
                                        T. Everett Stewart, Jr.
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

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

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

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

/s/ T. Everett Stewart, Jr.                     Director and Principal Executive                October 19, 2000
- ------------------------------------            Officer
T. Everett Stewart, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Kevin P. Reilly, Jr.                        Director                                        October 19, 2000
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

                                     II-25
   56

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                   TEXAS LOGOS, INC.

                                   By: /s/ T. Everett Stewart, Jr.
                                       --------------------------------------
                                        T. Everett Stewart, Jr.
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

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

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

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

/s/ T. Everett Stewart, Jr.                     Director and Principal Executive                October 19, 2000
- ------------------------------------            Officer
T. Everett Stewart, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Kevin P. Reilly, Jr.                        Director                                        October 19, 2000
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

                                     II-26
   57

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                   UTAH LOGOS, INC.

                                   By: /s/ T. Everett Stewart, Jr.
                                       --------------------------------------
                                        T. Everett Stewart, Jr.
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

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

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

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

/s/ T. Everett Stewart, Jr.                     Director and Principal Executive                October 19, 2000
- ------------------------------------            Officer
T. Everett Stewart, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Kevin P. Reilly, Jr.                        Director                                        October 19, 2000
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

                                     II-27
   58

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                   VIRGINIA LOGOS, INC.

                                   By: /s/ T. Everett Stewart, Jr.
                                       --------------------------------------
                                        T. Everett Stewart, Jr.
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

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

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

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

/s/ T. Everett Stewart, Jr.                     Director and Principal Executive                October 19, 2000
- ------------------------------------            Officer
T. Everett Stewart, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Kevin P. Reilly, Jr.                        Director                                        October 19, 2000
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

                                     II-28
   59

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    LAMAR ADVERTISING OF COLORADO SPRINGS, INC.

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

                               POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-29
   60

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    LAMAR ADVERTISING OF MICHIGAN, INC.

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-30
   61

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    LAMAR ADVERTISING OF PENN, L.L.C.

                                    By: THE LAMAR COMPANY, L.L.C., its Manager

                                    By: LAMAR MEDIA CORP., its Manager

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-31
   62

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    LAMAR ADVERTISING OF YOUNGSTOWN, INC.

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-32

   63

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    LAMAR PENSACOLA TRANSIT, INC.

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-33
   64

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    LAMAR TEXAS GENERAL PARTNER, INC.

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-34
   65

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    LAMAR ELECTRICAL, INC.

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-35

   66

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    TLC PROPERTIES, INC.

                                    By: /s/ Sean E. Reilly
                                        ----------------------------------------
                                        Sean E. Reilly
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

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

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

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

/s/ Sean E. Reilly                              Principal                                       October 19, 2000
- ------------------------------------            Executive Officer
Sean E. Reilly

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Kevin P. Reilly, Jr.                        Director                                        October 19, 2000
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-36
   67

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    TLC PROPERTIES II, INC.

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-37
   68

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    CANADIAN TODS LIMITED

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-38
   69

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    LAMAR ADVERTISING OF SOUTH DAKOTA, INC.

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-39

   70

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    LAMAR OCI SOUTH CORPORATION

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-40

   71

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    LAMAR OCI NORTH CORPORATION

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-41

   72

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    LAMAR ADVERTISING OF WEST VIRGINIA, INC.

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-42
   73

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    LAMAR ADVERTISING OF ASHLAND, INC.

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-43
   74

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    AMERICAN SIGNS, INC.

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-44

   75

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    HARDIN DEVELOPMENT CORPORATION

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-45
   76

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    COLORADO LOGOS, INC.

                                    By: /s/ T. Everett Stewart
                                        ----------------------------------------
                                        T. Everett Stewart
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

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

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

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

/s/ T. Everett Stewart, Jr.                     Director and Principal                       October 19, 2000
- ------------------------------------            Executive Officer
T. Everett Stewart, Jr.

/s/ Keith A. Istre                              Director and Principal
- ------------------------------------            Financial and Accounting Officer             October 19, 2000
Keith A. Istre

/s/ Sean Reilly                                 Director                                     October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                     October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ Kevin P. Reilly, Jr.                        Director                                     October 19, 2000
- ------------------------------------
Kevin P. Reilly, Jr.

                                     II-46
   77

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    NEW MEXICO LOGOS, INC.

                                    By: /s/ T. Everett Stewart
                                        ----------------------------------------
                                        T. Everett Stewart
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

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

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

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

/s/ T. Everett Stewart, Jr.                     Director and Principal                       October 19, 2000
- ------------------------------------            Executive Officer
T. Everett Stewart, Jr.

/s/ Keith A. Istre                              Director and Principal
- ------------------------------------            Financial and Accounting Officer             October 19, 2000
Keith A. Istre

/s/ Sean Reilly                                 Director                                     October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                     October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ Kevin P. Reilly, Jr.                        Director                                     October 19, 2000
- ------------------------------------
Kevin P. Reilly, Jr.

                                     II-47
   78

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                    LAMAR ADVERTISING OF KENTUCKY, INC.

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-48
   79

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                       LAMAR ROBINSON, INC.

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.                        Director and Principal                          October 19, 2000
- ------------------------------------            Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                              Director and Principal                          October 19, 2000
- ------------------------------------            Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                                 Director                                        October 19, 2000
- ------------------------------------
Sean Reilly

/s/ Gerald H. Marchand                          Director                                        October 19, 2000
- ------------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.                     Director                                        October 19, 2000
- ------------------------------------
T. Everett Stewart, Jr.

                                     II-49
   80
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                      LAMAR MARTIN CORPORATION

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-50
   81

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                      LAMAR MW SIGN CORPORATION

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-51
   82

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                      LAMAR NEVADA SIGN CORPORATION

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-52
   83

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                     LAMAR OUTDOOR CORPORATION

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-53
   84

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                      LAMAR WHITECO OUTDOOR CORPORATION

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-54
   85

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                     DOWLING COMPANY, INCORPORATED

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-55
   86

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                     LINDSAY OUTDOOR ADVERTISING INC.

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-56
   87

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                   PARSONS DEVELOPMENT COMPANY

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-57
   88

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                      REVOLUTION OUTDOOR ADVERTISING, INC.

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-58
   89

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                  SCENIC OUTDOOR MARKETING & CONSULTING, INC.

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-59
   90

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                   LAMAR WEST, L.P.

                                   By: LAMAR MW SIGN CORP.
                                   its General Partner

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

                                     II-60
   91

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                   OUTDOOR PROMOTIONS WEST, LLC

                                   By:  TRIUMPH OUTDOOR HOLDINGS, LLC,
                                        its Manager

                                   By:  LAMAR OUTDOOR CORPORATION,
                                        its Manager

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

                                     II-61
   92

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                      TRANSIT AMERICA LAS VEGAS, L.L.C.

                                      By:  TRIUMPH OUTDOOR HOLDINGS, LLC,
                                           its Manager

                                      By:  LAMAR OUTDOOR CORPORATION,
                                           its Manager

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

                                     II-62
   93

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                   TRIUMPH OUTDOOR LOUISIANA, LLC

                                   By:  TRIUMPH OUTDOOR HOLDINGS, LLC,
                                        its Manager

                                   By:  LAMAR OUTDOOR CORPORATION,
                                        its Manager

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

                                     II-63
   94

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                  TRIUMPH OUTDOOR RHODE ISLAND, LLC

                                  By:  TRIUMPH OUTDOOR HOLDINGS, LLC,
                                       its Manager

                                  By:  LAMAR OUTDOOR CORPORATION,
                                       its Manager

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

                                     II-64
   95

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                      TRIUMPH OUTDOOR HOLDINGS, LLC

                                      By:  LAMAR OUTDOOR CORPORATION,
                                           its Manager

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

                                     II-65
   96

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                 LAMAR FLORIDA, INC.

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-66
   97

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                      LAMAR ADVAN, INC.

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-67
   98

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                 LAMAR ADVERTISING OF IOWA, INC.

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-68
   99

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                 OUTDOOR WEST, INC. OF TENNESSEE

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-69
   100

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                 OUTDOOR WEST, INC. OF GEORGIA

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-70
   101

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                 LAMAR ADVERTISING OF TEXAS, INC.

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-71
   102

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                 LAMAR ADVANTAGE HOLDING COMPANY

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-72
   103

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                LAMAR EMBER, INC.

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-73
   104

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                 LAMAR OKLAHOMA HOLDING COMPANY, INC.

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-74
   105

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                 LAMAR ADVERTISING OF OKLAHOMA, INC.

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

                               POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-75
   106

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                 LAMAR BENCHES, INC.

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-76
   107

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                LAMAR I-40 WEST, INC.

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

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Lamar I-40 West, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-77
   108

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                 LAMAR AZTEC, INC.

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-78
   109

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                 LAMAR KYO, INC.

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-79
   110

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                 LAMAR OHIO OUTDOOR HOLDING CORP.

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-80
   111

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                 STEWART ADVERTISING, INC.

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-82
   112

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                     THE LAMAR COMPANY, L.L.C.

                                     By: THE LAMAR COMPANY,
                                         its Manager

                                     By: LAMAR MEDIA CORP.,
                                         its Manager

                                     /s/ Kevin P. Reilly, Jr.
                                     -------------------------------------------
                                     Kevin P. Reilly, Jr.
                                     President and Chief Executive Officer

                                     II-83
   113

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                       LAMAR ADVERTISING OF LOUISIANA, L.L.C.

                                       By: THE LAMAR COMPANY,
                                           its Manager

                                       By: LAMAR MEDIA CORP.,
                                           its Manager

                                       /s/ Kevin P. Reilly, Jr.
                                       -----------------------------------------
                                       Kevin P. Reilly, Jr.
                                       President and Chief Executive Officer

                                     II-84
   114

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

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

                                      By: LAMAR ADVERTISING OF YOUNGSTOWN, INC.,
                                          its Sole and Managing Member

                                      /s/ Kevin P. Reilly, Jr.
                                      -------------------------------------
                                      Kevin P. Reilly, Jr.
                                      President and Chief Executive Officer

                                     II-85
   115

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                      LAMAR ADVERTISING OF MACON, L.L.C.

                                      By: THE LAMAR COMPANY,
                                          its Manager

                                      By: LAMAR MEDIA CORP.,
                                          its Manager

                                      /s/ Kevin P. Reilly, Jr.
                                      -------------------------------------
                                      Kevin P. Reilly, Jr.
                                      President and Chief Executive Officer

                                     II-86
   116

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                     LAMAR ADVANTAGE GP COMPANY, LLC

                                     By: LAMAR ADVERTISING OF TEXAS, INC.,
                                         its Sole and Managing Member

                                     /s/ Kevin P. Reilly, Jr.
                                     -------------------------------------
                                     Kevin P. Reilly, Jr.
                                     President and Chief Executive Officer

                                     II-87
   117

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                       LAMAR ADVANTAGE LP COMPANY, LLC

                                       By: LAMAR ADVERTISING OF TEXAS, INC.,
                                           its Sole and Managing Member

                                       /s/ Kevin P. Reilly, Jr.
                                       -------------------------------------
                                       Kevin P. Reilly, Jr.
                                       President and Chief Executive Officer

                                     II-88
   118

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                       LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.

                                       By: LAMAR ADVANTAGE GP COMPANY, LLC,
                                           its General Partner

                                       By: LAMAR ADVERTISING OF TEXAS, INC.,
                                           its Sole and Managing Member

                                       /s/ Kevin P. Reilly, Jr.
                                       -------------------------------------
                                       Kevin P. Reilly, Jr.
                                       President and Chief Executive Officer

                                     II-89
   119

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                       DELAWARE LOGOS, L.L.C.

                                       By: INTERSTATE LOGOS, INC.,
                                           its Manager

                                       /s/ T. Everett Stewart, Jr.
                                       -------------------------------------
                                       T. Everett Stewart, Jr.
                                       President and Chief Executive Officer

                                     II-92
   120

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                       INTERSTATE LOGOS, L.L.C.

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

                                       /s/ Kevin P. Reilly, Jr.
                                       -------------------------------------
                                       Kevin P. Reilly, Jr.
                                       President and Chief Executive Officer

                                     II-93
   121

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                       LC BILLBOARD, L.L.C.

                                       By: THE LAMAR COMPANY, L.L.C.,
                                           its Manager

                                       By: LAMAR MEDIA CORP.,
                                           its Manager

                                       /s/ Kevin P. Reilly, Jr.
                                       -------------------------------------
                                       Kevin P. Reilly, Jr.
                                       President and Chief Executive Officer

                                     II-94
   122

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                 LAMAR SPRINGFIELD, INC.

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

                                POWER OF ATTORNEY

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

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

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

/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-95
   123

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.

                                 LAMAR WRIGHT POSTER CORP.

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

                                POWER OF ATTORNEY

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

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

Signature                         Title                                  Date
- ---------                         -----                                  ----
                                                                   
/s/ Kevin P. Reilly, Jr.          Director and Principal                 October 19, 2000
- ---------------------------       Executive Officer
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                Director and Principal                 October 19, 2000
- ---------------------------       Financial and Accounting Officer
Keith A. Istre

/s/ Sean Reilly                   Director                               October 19, 2000
- ---------------------------
Sean Reilly

/s/ Gerald H. Marchand            Director                               October 19, 2000
- ---------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.       Director                               October 19, 2000
- ---------------------------
T. Everett Stewart, Jr.

                                     II-96
   124

                                  EXHIBIT INDEX

EXHIBIT
NUMBER            DESCRIPTION
- -------           -----------

 1.1              Form of Underwriting Agreement. Filed herewith.

 3.1              Amended and Restated Certificate of Incorporation of Lamar New
                  Holding Co., as amended. 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) and incorporated herein
                  by reference.

 3.2              Certificate of Amendment to the Certificate of Incorporation
                  of Lamar New Holding Co. (whereby the name of Lamar New
                  Holding Co. was changed to Lamar Advertising Company).
                  Previously filed as Exhibit 3.2 to the Company's Quarterly
                  Report on Form 10-Q for the period ended June 30, 1999 (File
                  No. 0-20833) and incorporated herein by reference.

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

 3.4              By-Laws. Previously filed as Exhibit 3.3 to the Company's
                  Quarterly Report on Form 10-Q for the period ended June 30,
                  1999 and incorporated herein by reference.

 4.1              Form of Indenture. Filed herewith.

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

 4.3*             Certificate of Designation.

 4.4*             Form of Preferred Stock Certificate.

 4.5*             Form of Warrant Agreement.

 4.6*             Form of Warrant.

 5.1              Opinion of Palmer & Dodge LLP. Filed herewith.

 12.1             Lamar Advertising Company Computation of Ratio of Earnings to
                  Fixed Charges and Preferred Stock Dividends. Filed herewith.

 23.1             Consent of Palmer & Dodge LLP (included as part of their
                  opinion listed as Exhibit 5.1). Filed herewith.

 23.2             Consent of KPMG LLP, independent auditors of Lamar Advertising
                  Company, Lamar Media Corp. and Advantage Outdoor Company, L.P.
                  Filed herewith.

 23.3             Consent of PricewaterhouseCoopers LLP, independent accountants
                  of Chancellor Media Outdoor Corporation, The Outdoor Division
                  of Whiteco Industries, Inc., Martin Media, L.P. and Martin &
                  MacFarlane, Inc. Filed herewith.

                                     II-97
   125

               
 23.4             Consent of BDO Seidman LLP, independent certified public
                  accountants of The Outdoor Advertising Division of Whiteco
                  Industries, Inc. Filed herewith.

 23.5             Consent of Arthur Andersen LLP, independent public accountants
                  of Martin Media (a California limited partnership) and Martin
                  & MacFarlane, Inc. Filed herewith.

 23.6             Consent of Barbich Longcrier Hooper & King, Accounting
                  Corporation, independent accountants of Martin & MacFarlane,
                  Inc. Filed herewith.

 24.1             Powers of Attorney (included on signature pages). Filed
                  herewith.

 25.1             Statement of Eligibility of Trustee on Form T-1. To be filed
                  separately pursuant to Section 305(b)(2) of the Trust
                  Indenture Act of 1939.

* To be filed by amendment or by a Current Report on Form 8-K pursuant to Item
601(b) of Regulation S-K

                                     II-98
   1

                                                                     EXHIBIT 1.1

                        [FORM OF UNDERWRITING AGREEMENT]

                [INSERT PRINCIPAL AMOUNT OR NUMBER OF SECURITIES]

                            LAMAR ADVERTISING COMPANY

                          [INSERT TITLE OF SECURITIES]

                             UNDERWRITING AGREEMENT

                            DATED              ,
                                  ---------- --  ----

   2

                             UNDERWRITING AGREEMENT

                                                                   [Insert date]

                                                            ----------- --, ----

[Insert Name and Address of Underwriter(s)]

Ladies and Gentlemen:

         [If shares of capital stock will be issued, the first introductory
    paragraph will be inserted. If debt securities will be issued, the second
                     introductory paragraph will be used.]

         [Lamar Advertising Company, a Delaware corporation (the "Company"),
proposes to issue and sell to you (the "Underwriter(s)") an aggregate of {___}
shares (the "Securities") of its {insert class of capital stock}, par value
$____ per share (the "{insert class of capital stock}"). {If the Underwriter(s)
will be granted an over-allotment option to purchase additional Securities, then
the following provision will be inserted and the defined term "Securities" above
will be changed to "Firm Securities".} {In addition, the Company has granted to
the Underwriter(s) an option to purchase up to an additional {___} shares (the
"Option Securities") of {insert class of capital stock}, as provided in Section
2. The Firm Securities and, if and to the extent such option is exercised, the
Option Securities, are collectively called the "Securities."}]

         [Lamar Advertising Company, a Delaware corporation (the "Company"),
proposes to issue and sell to you (the "Underwriter(s)") $_________ aggregate
principal amount of its {insert full title of security} (the "Securities") to be
issued pursuant to an indenture to be dated as of {insert date} (the
"Indenture") {between} {among} the Company {if the securities will be
guaranteed, then the following phrase will be inserted-"certain subsidiaries of
the Company as guarantors (the "Guarantors")"} and {name of financial
institution}, as trustee (the "Trustee"). {If the Underwriters will be granted
an over-allotment option to purchase additional securities, then the following
provision will be inserted and the defined term "Securities" above will be
changed to "Firm Securities"}. {In addition, the Company has granted to the
Underwriter(s) an option to purchase up to $_____________ additional aggregate
principal amount of Securities (the "Option Securities") to be issued pursuant
to the Indenture, as provided in Section 2. The Firm Securities, and if and to
the extent such option is exercised, the Option Securities, are collectively
called the "Securities".} {If the Securities will be guaranteed, then the
following provision will be inserted- "Payment of the principal, interest and
premium, if any, on the Securities shall be guaranteed on a senior, subordinated
basis by each of the Guarantors as provided and to the extent set forth in the
Indenture (the "Guarantees"). All references herein to the Securities include
the Guarantees. The Company and the Guarantors are collectively called the
"Registrants"}].

   3

         In consideration of the mutual agreements contained herein and of the
interests of the parties in the transactions contemplated hereby, the parties
hereto agree as follows:

         SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants as follows:

         (a) A registration statement on Form S-3 (File No. 333-50559) (the
"1998 Registration Statement") and a registration statement on Form S-3 (File
No. 333-71929) (the "1999 Registration Statement") with respect to, among other
securities, the Securities [if the Securities are convertible, the following
will be inserted-"and the shares of {insert title of underlying securities}
issuable upon exercise or conversion of the Securities (the "Underlying
Securities")], have been filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act") and have
become effective. On the effective date of each such registration statement,
such registration statement conformed in all material respects with the
requirements of the Act, [if debt securities will be issued-", Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act")" will be inserted], and the
Rules and Regulations of the Commission (the "Rules and Regulations"). Copies of
the 1999 Registration Statement, including the prospectus contained therein but
excluding exhibits to such registration statement other than those documents
incorporated by reference in such prospectus, as finally amended and revised,
have heretofore been delivered by the Company to the Underwriter(s). The 1998
and 1999 Registration Statements, including any documents incorporated therein
by reference and any exhibits, financial statements and schedules thereto, are
herein collectively referred to as the "Registration Statements". No
post-effective amendments to the Registration Statements have been filed as of
the date of this Agreement, except that the 1999 Registration Statement
constitutes a post-effective amendment of the 1998 Registration Statement. The
form of prospectus dated February 4, 1999 included in the 1999 Registration
Statement, as supplemented by the prospectus supplement, dated the date of this
Agreement, relating to the offering of the Securities and to be filed by the
Company with the Commission pursuant to Rule 424(b), is herein referred to as
the "Prospectus." Any reference herein to the Registration Statements or the
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein, and, in the case of any reference herein to the Prospectus,
also shall be deemed to include any supplements relating to the Securities being
issued and sold pursuant hereto filed with the Commission under Rule 424(b), in
each case, subsequent to the date hereof and prior to the termination of the
offering of the Securities by the Underwriter(s).

         (b) Except as otherwise disclosed in the Prospectus, subsequent to the
respective dates as of which information is given in the Prospectus: (i) there
has been no material adverse change, or any development that could reasonably be
expected to result in a material adverse change, in the condition, financial or
otherwise, or in the earnings, business or operations, whether or not arising
from transactions in the ordinary course of business, of the Company and its
subsidiaries, considered as a whole (any such change is called a "Material
Adverse Change"); (ii) the Company and its subsidiaries, considered as a whole,
have not incurred any material liability or obligation, indirect, direct or
contingent, not in the ordinary course of business nor entered into any material

                                       2
   4

transaction or agreement not in the ordinary course of business; and (iii) there
has been no dividend or distribution of any kind declared, paid or made by the
Company or, except for dividends paid to the Company or other subsidiaries, any
of its subsidiaries on any class of capital stock or repurchase or redemption by
the Company or any of its subsidiaries of any class of capital stock.

         (c) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own or lease its properties and conduct its
business as described in the 1999 Registration Statement; the subsidiaries
listed on Schedule I hereto (the "Subsidiaries") are the only subsidiaries of
the Company; each Subsidiary has been duly organized and is validly existing as
a corporation, partnership or limited liability company in good standing under
the laws of its jurisdiction of organization, with corporate, partnership or
other organizational power and authority to own or lease its properties and
conduct its business as described in the 1999 Registration Statement, except
where the failure so to be in good standing would not, individually or in the
aggregate, result in a Material Adverse Change. The Company and each Subsidiary
is duly qualified to transact business in all jurisdictions in which the conduct
of its business requires such qualification, except where the failure so to
qualify would not reasonably be expected to result in a Material Adverse Change;
the outstanding shares of capital stock or other equity interest of each
Subsidiary has been duly authorized and validly issued, is fully paid and
non-assessable; and, except as indicated on Schedule I hereto, all of the shares
of capital stock of the Subsidiaries are owned by the Company, directly or
indirectly through another Subsidiary, free and clear of all liens, encumbrances
and security interests (other than as described in the 1999 Registration
Statement) other than those which would not reasonably be expected individually
or in the aggregate to materially impair the value of such shares, and no
options, warrants or other rights to purchase, agreements or other obligations
to issue or other rights to convert any obligations into shares of capital stock
or ownership interests of the Subsidiaries are outstanding. Except for the
Subsidiaries and investments in securities as described in the 1999 Registration
Statement, the Company has no equity or other interest in, or right to acquire
an equity or other interest in, any corporation, partnership, trust or other
entity.

[If equity securities will be issued, the first paragraph (1)(d) below will be
 inserted. If debt securities will be issued, then the second paragraph (1)(d)
                            below will be inserted]

         [(d) The outstanding shares of capital stock of the Company have been
duly authorized and validly issued and are fully paid and non-assessable; the
Securities to be issued and sold by the Company have been duly authorized and
when issued and paid for as contemplated herein will be validly issued,
fully-paid and non-assessable; and no preemptive rights of stockholders exist
with respect to any of the Securities or the issue and sale thereof.]

         [(d) (i) The Indenture has been duly qualified under the Trust
Indenture Act. The execution and delivery of, and the performance by the
{Company of its} {or, if the Securities will be guaranteed, Registrants of
their} obligations under the Indenture have been duly and validly authorized by
the {the Company} {or, if the Securities will be

                                       3
   5

guaranteed, the Registrants}, and the Indenture has been duly executed and
delivered by {the Company} {or, if the Securities will be guaranteed-the
Registrants} and constitutes the valid and legally binding agreement of {the
Company} {or, if the Securities will be guaranteed-the Registrants}, enforceable
against {the Company} {each of the Registrants} in accordance with its terms,
except (i) the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally and (ii) the remedy of specific
performance and other forms of equitable relief may be subject to certain
equitable defenses and to the discretion of the court before which the
proceedings may be brought.

                  (ii) The Securities have been duly authorized by the Company,
and when the Securities are executed and authenticated in accordance with the
provisions of the Indenture and delivered to the Underwriters against payment
therefor in accordance with the terms of this Agreement, the Securities will be
entitled to the benefits of the Indenture and will constitute valid and legally
binding agreements of the Company, enforceable against the Company in accordance
with their terms, except (i) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally and (ii) the remedy
of specific performance and other forms of equitable relief may be subject to
certain equitable defenses and to the discretion of the court before which the
proceedings may be brought.]

[If guaranteed debt securities will be issued, then the following provision will
                      be inserted as paragraph 1(d)(iii)]

                  (iii) The Guarantees have been duly authorized and validly
issued by each of the Guarantors, and when the Securities are executed and
authenticated in accordance with the Indenture and delivered to the
Underwriter(s) against payment therefor in accordance with the terms of this
Agreement, the Securities will be entitled to the benefit of the Guarantees, and
the Guarantees will constitute valid and legally binding agreements of each of
the Guarantors, enforceable against each of the Guarantors in accordance with
their terms set forth in the Indenture, except (A) the enforceability thereof
may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally and (B) the remedy of specific performance and other
forms of equitable relief may be subject to certain equitable defenses and to
the discretion of the court before which the proceedings may be brought.

[If convertible securities are being issued, then the following provision will
                   be inserted at the end of paragraph 1(d)]

                  [When the Securities are delivered and paid for pursuant to
this Agreement on the Closing Date or Option Closing Date (each as defined in
Section 2), such Securities will be convertible into the Underlying Securities
in accordance with the terms of such Securities {if convertible debt will be
issued- "and the Indenture" will be added]; the Underlying Securities initially
issuable upon exercise or conversion of such Securities have been duly
authorized and reserved for issuance and upon such exercise or

                                       4
   6

conversion and, when issued upon such exercise or conversion, will be validly
issued, fully paid and non-assessable; the outstanding Underlying Shares have
been duly authorized and validly issued, are fully-paid and non-assessable and
conform to the description thereof contained in the Prospectus; and no
preemptive rights of stockholders exist with respect to such convertible
Securities or the Underlying Securities].

         (e) The Securities conform with the statements concerning them in the
Prospectus.

         (f) The Commission has not issued an order preventing or suspending the
use of any Prospectus relating to the proposed offering of the Securities nor
instituted proceedings for that purpose. The Registration Statements contain and
the Prospectus and any amendments or supplements thereto will contain all
statements which are required to be stated therein by, and in all material
respects conform or will conform, as the case may be, to the requirements of,
the Act and the Rules and Regulations. The documents incorporated by reference
in the Prospectus, at the time they were filed or will be filed with the
Commission, conformed or will conform at the time of filing, in all material
respects to the requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") [if debt securities will be issued-", the Trust Indenture
Act" will be inserted] or the Act, as applicable, and the Rules and Regulations
of the Commission thereunder. Neither of the Registration Statements, as of its
effective date, nor the Prospectus nor any supplement thereto, as of the date it
is filed with the Commission, contains or will contain, as the case may be, any
untrue statement of a material fact or omits or will omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations or warranties as to
information contained in or omitted from the Registration Statements or the
Prospectus, in reliance upon, and in conformity with, written information
furnished to the Company by or on behalf of the Underwriter(s), for use in the
preparation thereof [if debt securities will be issued, then the following will
be inserted- ; and provided, further, that the Company makes no representations
or warranties as to that part of the Registration Statements that constitute the
Statement of Eligibility (Form T-1) under the Trust Indenture Act of the
Trustee].

         (g) The consolidated financial statements of the Company and its
subsidiaries, together with related notes and schedules, as incorporated by
reference in the Prospectus, present fairly the consolidated financial position
and the consolidated results of operations of the Company and its subsidiaries
at the indicated dates and for the indicated periods. All such financial
statements have been prepared in accordance with generally accepted principles
of accounting, consistently applied throughout the periods involved, except as
disclosed therein. The summary and selected financial and statistical data
included or incorporated by reference in the Prospectus present fairly in all
material respects the information shown therein and have been compiled on a
basis consistent with the financial statements presented therein. The pro forma
condensed consolidated financial statements of the Company and its subsidiaries
and the related notes thereto, included as Exhibit 99.4 to the Current Report on
Form 8-K/A dated October 1, 1998 and filed with the Commission on October 19,
1998, present fairly the information contained therein, have been prepared in
accordance with the Commission's

                                       5
   7

rules and guidelines with respect to pro forma financial statements and have
been properly presented on the bases described therein, and the assumptions used
in the preparation thereof are reasonable and the adjustments used therein are
appropriate to give effect to the transactions and circumstances referred to
therein. [If other financial statements are incorporated by reference into the
Registration Statements, additional representations and warranties as to such
financial statements will be added.]

         (h) After due inquiry, the Company has no reason to believe that the
consolidated financial statements of each of Outdoor Communications, Inc. and
subsidiaries, OCI Corp. of Michigan and subsidiaries and Mass Communications
Corp. and subsidiary (collectively, the "OCI Financials") included as Exhibit
99.4 to the Company's Current Report on Form 8-K/A dated October 1, 1998 and
filed with the Commission on October 19, 1998, do not fairly present the
consolidated financial position, results of operations, changes in stockholder's
equity and cash flows of the entities described therein on the basis described
therein at the respective dates or for the respective periods to which they
apply or that the OCI Financials have not been prepared in accordance with
generally accepted accounting principles consistently applied, except as
described therein. [If other financial statements are incorporated by reference
into the Registration Statements, additional representations and warranties as
to such financial statements will be added.]

         (i) There is no action or proceeding pending or, to the knowledge of
the Company, threatened against the Company or the Subsidiaries before any court
or administrative agency or by any regulatory authority which may reasonably be
expected to result in a Material Adverse Change.

         (j) The Company and the Subsidiaries have good and marketable title to
all of the properties and assets reflected in the financial statements (or as
described in the 1999 Registration Statement) hereinabove described, subject to
no lien, mortgage, pledge, charge or encumbrance of any kind except those
reflected in such financial statements (or as described in the 1999 Registration
Statement) or which are not material in amount. The Company and the Subsidiaries
occupy their leased properties under valid and binding leases conforming to the
description thereof set forth in the 1999 Registration Statement, with such
exceptions as would not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Change or materially impair the value
of such leasehold estate to the Company or such Subsidiary.

         (k) The Company and the Subsidiaries have filed all federal, state and
foreign income tax returns which have been required to be filed and have paid
all taxes indicated by said returns and all assessments received by them or any
of them to the extent that such taxes have become due and are not being
contested in good faith, except for such failure to file or defaults in payment
of a character which would not reasonably be expected to result in a Material
Adverse Change.

         (l) Neither the Company nor any of the Subsidiaries is, nor with the
giving of notice, lapse of time or both, will be, in default under (i) its
certificate of incorporation or by-laws or (ii) any agreement, lease, contract,
indenture or other instrument or obligation to which it is a party or by which
it or any of its properties is

                                       6
   8

bound and, in the case of (ii) which default would reasonably be expected to
result in a Material Adverse Change. The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof will not
conflict with or result in a breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust or other
agreement or instrument to which the Company or any of the Subsidiaries is a
party, or of the charter or by-laws of the Company or the Subsidiaries or any
order, rule or regulation applicable to the Company or any of the Subsidiaries
of any court or of any regulatory body or administrative agency or other
governmental body having jurisdiction which conflict, breach or default would
reasonably be expected to result in a Material Adverse Change.

         (m) Each approval, consent, order, authorization, designation,
declaration or filing by or with any regulatory, administrative or other
governmental body necessary in connection with the execution and delivery by the
Company of this Agreement and the consummation of the transactions herein
contemplated (except such steps as may be required by the National Association
of Securities Dealers, Inc. (the "NASD") or may be necessary to qualify the
Securities for public offering by the Underwriter(s) under State securities or
Blue Sky laws) has been obtained or made and is in full force and effect.

         (n) The Company and each of the Subsidiaries hold all material
licenses, consents, authorizations, approvals, orders, certificates and permits
(collectively, "Licenses") of and from, all federal, state, local, foreign and
other governmental authorities, all self-regulatory organizations in each case
as required for the conduct of the business in which it is engaged, and each
such License is in full force and effect, except to the extent that the failure
to obtain or maintain any such License would not reasonably be expected to
result in a Material Adverse Change.

         (o) The Company and the Subsidiaries are in compliance with all
applicable federal, state, foreign and local laws and regulations relating to
(i) zoning, land use, protection of the environment, human health and safety or
hazardous or toxic substances, wastes, pollutants or contaminants and (ii)
employee or occupational safety, discrimination in hiring, promotion or pay of
employees, employee hours and wages or employee benefits, except where such
noncompliance would not, singly or in the aggregate, reasonably be expected to
result in a Material Adverse Change.

         (p) KPMG LLP, who have certified the financial statements of the
Company and the OCI Financials filed with the Commission as part of, or
incorporated by reference in, the Registration Statements, are independent
public accountants as required by the Act and the Rules and Regulations.

         (q) The Company has never been, is not now, and immediately after the
sale of the Securities under this Agreement will not be, an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.

         (r) The Securities of the Company to be sold under this Agreement have
been approved for listing on the [Nasdaq Stock Market] [_______ Stock Exchange]
subject to official notice of issuance.

                                       7
   9

[If guaranteed debt securities will be issued, then the following provision will
                                   be added:

         (s) None of the Registrants is, nor will any of them be, after giving
effect to the issuance of the Securities and the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby including without limitation the issuance of the Guarantees
(i) insolvent, (ii) left with unreasonably small capital with which to engage in
its anticipated businesses or (iii) incurring debts beyond its ability to pay
such debts as they mature.]

         SECTION 2. PURCHASE, SALE AND DELIVERY OF THE SECURITIES.

         (a) The Securities. On the basis of the representations, warranties and
agreements herein contained, and upon the terms but subject to the conditions
herein set forth, the Company agrees to issue and sell to the Underwriter(s),
and the Underwriter(s), severally and not jointly, agree to purchase from the
Company, the Securities [set forth opposite the name of such Underwriter of
Schedule III hereto.]. [If capital stock will be issued and sold, then the
following will be inserted-The purchase price per share to be paid by the
Underwriter(s) to the Company shall be $___ per share.] [If debt securities will
be issued, the following will be inserted-"The purchase price per unit Security
shall be ___% of the principal amount thereof."]

         (b) The Closing Date. Delivery of certificates for the Securities to be
purchased by the Underwriter(s) and payment therefor shall be made at the
offices of the Underwriter(s), _____________________ (or such other place as may
be agreed to by the Company and the Underwriter(s)) at ____ a.m. ___________
time, on __________ __, ____ or such other time and date not later than ____
a.m. ____________ time, on ________ __, ____ as the Underwriter(s) shall
designate by notice to the Company (the time and date of such closing are called
the "Closing Date").

[If the Underwriter(s) will be granted an over-allotment option to purchase
additional Securities, then the references to "Securities" in paragraphs 2(a)
and 2(b) above will be changed to "Firm Securities" and the following provision
will be added as paragraph (c).]

         [(c) The Option Securities; the Option Closing Date. In addition, on
the basis of the representations, warranties and agreements herein contained,
and upon the terms but subject to the conditions herein set forth, the Company
hereby grants an option to the Underwriter(s) to purchase up to [If capital
stock will be issued and sold, then the following will be inserted-"an aggregate
of [___] shares of Option Securities"] [If debt securities will be issued, then
the following will be inserted-"$___________ aggregate additional principal
amount of Option Securities"] from the Company at the per Security purchase
price to be paid by the Underwriter(s) for the Firm Securities. The option
granted hereunder is for use by the Underwriter(s) solely in covering any
over-allotments in connection with the sale and distribution of the Firm
Securities. The option granted hereunder may be exercised at any time (but not
more than once) upon notice by the Underwriter(s) to the Company, which notice
may be given at any time within 30 days from the date of this Agreement. Once
given in writing, such notice shall be irrevocable. Such notice shall set forth
(i) the aggregate number or amount of Option

                                       8
   10

Securities as to which the Underwriter(s) are exercising the option, (ii) the
names and denominations in which the certificates for the Option Securities are
to be registered and (iii) the time, date and place at which such certificates
will be delivered (which time and date may be simultaneous with, but not earlier
than, the Closing Date; and in such case the term "Closing Date" shall refer to
the time and date of delivery of certificates for the Firm Securities and the
Option Securities). Such time and date of delivery, if subsequent to the Closing
Date, is called the "Option Closing Date" and shall be determined by the
Underwriter(s) and shall not be earlier than three nor later than five full
business days after delivery of such notice of exercise, except that if such
time and date of delivery are to occur simultaneously with the Closing Date, the
Underwriter(s) shall give the Company at least one business day's notice
thereof.]

         (d)[e] Payment for the Securities. Payment for the Securities shall be
made at the Closing Date (and, if applicable, at the Option Closing Date) by
wire transfer of immediately available funds to the order of the Company.

         (e)[f] Delivery of the Securities. The Company shall deliver, or cause
to be delivered, to the Underwriter(s) for the account of the Underwriter(s)
certificates for the Firm Securities at the Closing Date, against the
irrevocable release of a wire transfer of immediately available funds for the
amount of the purchase price therefor. [If the Underwriter(s) will be granted an
over-allotment option, then the following will be inserted-"The Company shall
also deliver, or cause to be delivered, to the Underwriter(s) for the account(s)
of the Underwriter(s), certificates for the Option Securities that the
Underwriter(s) have agreed to purchase at the Closing Date or the Option Closing
Date, as the case may be, against the irrevocable release of a wire transfer of
immediately available funds for the amount of the purchase price therefor."] The
[if capital stock will be issued, the following will be inserted-"certificates
for the"] Securities shall be in definitive [if debt securities will be issued,
then the following will be inserted-"fully registered"] form and registered in
such names and denominations as the Underwriter(s) shall have requested at least
two full business days prior to the Closing Date (or the Option Closing Date, as
the case may be) and shall be made available for inspection on the business day
preceding the Closing Date (or the Option Closing Date, as the case may be) at a
location in New York City as the Underwriter(s) may designate. Time shall be of
the essence, and delivery at the time and place specified in this Agreement is a
further condition to the obligations of the Underwriter(s).

      [If "book entry" debt securities will be issued, then the immediately
       preceding paragraph will be replaced with the following paragraph:

                  "The Company shall deliver, or cause to be delivered for the
account(s) of the Underwriter(s) the Securities being purchased on the Closing
Date in the form of one or more permanent global Securities in definitive form
registered in the name of Cede & Co., as custodian for The Depository Trust
Company, as Depository ("DTC"), against the irrevocable release of a wire
transfer of immediately available funds for the amount of the purchase price
therefor. [If the Underwriter(s) will be granted an over-allotment option, then
the following provision will be inserted-"The Company shall also deliver, or
cause to be delivered, for the account(s) of the Underwriter(s), the Securities
being

                                       9
   11

purchased on the Option Closing Date in the form of one or more permanent global
Securities registered in the name of DTC, against the irrevocable release of a
wire transfer of immediately available funds for the amount of the purchase
price therefor. Interests in global Securities will be held only in book-entry
form through DTC, except in limited circumstances described in the
Prospectus."].

         SECTION 3. PUBLIC OFFERING OF THE SECURITIES.

         The Underwriter(s) hereby advise the Company that the Underwriter(s)
intend to offer the Securities for sale as described in the Prospectus as soon
after this Agreement has been executed as the Underwriter(s), in their sole
judgment, have determined is advisable and practicable.

         SECTION 4. COVENANTS OF THE COMPANY.

         The Company covenants and agrees with the Underwriter(s) that:

                  (a) The Company will (i) prepare and timely file with the
Commission under Rule 424(b) of the Rules and Regulations a supplementary
prospectus setting forth such other information and the terms of the offering
contemplated by Section 2 hereof, (ii) not file, prior to the termination of the
offering of the Securities by the Underwriter(s), any amendment to the
Registration Statements or supplement to the Prospectus or document incorporated
by reference therein of which the Underwriter(s) shall not previously have been
advised and furnished with a copy or to which the Underwriter(s) shall have
reasonably objected in writing or which is not in compliance with the Rules and
Regulations and (iii) file on a timely basis all reports and any definitive
proxy or information statements required to be filed by the Company with the
Commission subsequent to the date of the Prospectus and prior to the termination
of the offering of the Securities by the Underwriter(s).

                  (b) The Company will advise the Underwriter(s) promptly of any
request of the Commission for amendment of either Registration Statement or for
supplement to the Prospectus or for any additional information, or of the
issuance by the Commission of any stop order suspending the effectiveness of
either Registration Statement or the use of the Prospectus or of the institution
of any proceedings for that purpose, and the Company will use all reasonable
efforts to prevent the issuance of any such stop order preventing or suspending
the use of the Prospectus and to obtain as soon as possible the lifting thereof,
if issued.

                  (c) The Company will deliver to, or upon the order of, the
Underwriter(s) during the period when delivery of a Prospectus is required under
the Act, as many copies of the Prospectus in final form, or as thereafter
amended or supplemented, as the Underwriter(s) may reasonably request; provided,
however, that if the Underwriter(s) are required to deliver a prospectus in
connection with sales of any shares at any time nine months or more after the
date of this Agreement, upon the Underwriter(s)' request, but at the expense of
the Underwriter(s), the Company will prepare and deliver to the Underwriter(s)
such copies of an amended and supplemented Prospectus as you may reasonably
request.

                                       10
   12

                  (d) If, during the period in which a prospectus is required by
law to be delivered by an Underwriter or dealer, any event shall occur as a
result of which, in the judgment of the Company or in the opinion of counsel for
the Underwriter(s), it becomes necessary to amend or supplement the Prospectus
in order to make the statements therein, in the light of the circumstances
existing at the time the Prospectus is delivered to a purchaser, not misleading,
or, if it is necessary at any time to amend or supplement the Prospectus to
comply with the Act, the Company promptly will, at its election, either (i)
prepare and file with the Commission an appropriate amendment to the
Registration Statements or supplement to the Prospectus or (ii) prepare and file
with the Commission an appropriate filing under the Exchange Act which shall be
incorporated by reference in the Prospectus so that the Prospectus as so amended
or supplemented will not, in the light of the circumstances when it is so
delivered, be misleading, or so that the Prospectus will comply with law.

                  (e) The Company will make generally available to its security
holders, as soon as it is practicable to do so, but in any event not later than
18 months after the effective date of the 1999 Registration Statement, an
earnings statement (which need not be audited) in reasonable detail, covering a
period of at least 12 consecutive months beginning after the effective date of
the 1999 Registration Statement, which earning statement shall satisfy the
requirements of Section 11(a) of the Act and Rule 158 of the Rules and
Regulations.

                  (f) The Company will, for a period of five years from the
Closing Date, deliver to the Underwriter(s) copies of annual reports and copies
of all other documents, reports and information furnished by the Company to its
stockholders or filed with any securities exchange pursuant to the requirements
of such exchange or with the Commission pursuant to the Exchange Act.

  [If Class A Common Stock will be issued, then the following provision may be
                       inserted if considered necessary.]

                  [(g) No offering, sale or other disposition of any Class A
Common Stock of the Company or any other securities convertible or exchangeable
or exercisable for Class A Common Stock or derivatives of Class A Common Stock,
will be made for a period of 90 days after the date of this Agreement, directly
or indirectly, by the Company otherwise than hereunder or with the prior written
consent of the Underwriter(s) except that the Company may, without such consent,
(i) issue shares of Class A Common Stock in connection with the pending
acquisitions or otherwise as consideration for the acquisition of additional
outdoor advertising or logo sign assets, provided that the persons receiving
such shares agree not to distribute such shares during the period of 90 days
following the date of this Agreement and (ii) issue shares upon the exercise of
options outstanding on the date of this Agreement or otherwise pursuant to the
Company's 1996 Equity Incentive Plan or any substitute plan]

         SECTION 5. COSTS AND EXPENSES.

         The Company will pay all costs, expenses and fees incident to the
performance of the obligations of the Company under this Agreement, including,
without limiting the

                                       11
   13

generality of the foregoing, the following: accounting fees of the Company; the
fees and disbursements of counsel for the Company; the cost of printing and
delivering to, or as requested by, the Underwriter(s) copies of the 1999
Registration Statement, the Prospectus and this Agreement; the filing fees of
the Commission; the filing fees and expenses incident to securing any required
review by the NASD of the terms of the sale of the Securities; and the fees and
expenses incurred with respect to the listing of the Securities on [the Nasdaq
Stock Market] [or, if applicable- the ___________ Stock Exchange]. The Company
shall not, however, be required to pay for any of the Underwriter(s)' expenses
except that, if this Agreement shall not be consummated because the conditions
in Section 6 hereof are not satisfied, or because this Agreement is terminated
by the Underwriter(s) pursuant to Section 11(a)(iv) or 11(a)(vi) hereof, or by
reason of any failure, refusal or inability on the part of the Company to
deliver the Securities (unless such failure to is due to the default or omission
of the Underwriter(s)), then the Company shall reimburse the Underwriter(s) for
reasonable out-of-pocket expenses, including reasonable fees and disbursements
of counsel, reasonably incurred in connection with investigating, marketing and
proposing to market the Securities or in contemplation of performing its
obligations hereunder; but the Company shall in no event be liable to the
Underwriter(s) for damages on account of loss of anticipated profits from, or
related to, the sale by it of the Securities.

         SECTION 6. CONDITIONS OF OBLIGATIONS OF THE UNDERWRITER(S).

         The obligations of the Underwriter(s) to purchase the [Firm] Securities
on the Closing Date [and the Option Securities, if any, on the Option Closing
Date] are subject to the accuracy in all material respects, as of the Closing
Date [or the Option Closing Date, as the case may be,] of the representations
and warranties of the Company contained herein, and to the performance by the
Company in all material respects, of its covenants and obligations hereunder and
to the following additional conditions:

         (a) The Registration Statements and all post-effective amendments
thereto shall have become effective and any and all filings required by Rule
424, and any request of the Commission for additional information (to be
included in the Registration Statements or otherwise) shall have been disclosed
to the Underwriter(s) and complied with to their reasonable satisfaction. No
stop order suspending the effectiveness of either Registration Statement shall
have been issued and no proceedings for that purpose shall have been taken or,
to the knowledge of the Company, shall be contemplated by the Commission.

         (b) (i) The Underwriter(s) shall have received on the Closing Date [or
the Option Closing Date, as the case may be,] the opinion of Palmer & Dodge LLP,
counsel for the Company, dated the Closing Date [or the Option Closing Date, as
the case may be,] addressed to the Underwriter(s) to the effect that:

                  (A) The Company has been duly incorporated and is validly
                  existing as a corporation in good standing under the laws of
                  the state of its incorporation, with corporate power and
                  authority to own, and hold under lease, its properties and
                  conduct its business as described in the Prospectus.

                                       12
   14
                  [If capital stock will be issued, then paragraph 6(b)(i)(B)
                  and the first paragraph 6(b)(i)(C) below will be inserted.]

                  [(B) The Securities conform in all material respects to the
                  description thereof contained in the Prospectus; and the
                  certificates for the Securities are in due and proper form.

                  (C) The Securities to be sold by the Company pursuant to this
                  Agreement have been duly authorized and will be validly
                  issued, fully paid and non-assessable when issued and paid for
                  as contemplated by this Agreement; and no statutory preemptive
                  rights of stockholders or, to the best of such counsel's
                  knowledge, any other preemptive rights exist with respect to
                  any of the Securities or the issue and sale thereof.]

                  [If convertible securities will be issued, then the following
                         provision will be added to paragraph 6(b)(i)(C).]

                  ["The convertible Securities delivered on the Closing Date {or
                  the Option Closing Date, as the case may be,} are convertible
                  into the Underlying Shares of the Company in accordance
                  with-{if convertible preferred stock, insert-"their
                  terms"}-{if convertible debt, insert-"the terms of the
                  Indenture"}; the Underlying Shares initially issuable upon
                  conversion of such Securities have been duly authorized and
                  reserved for issuance upon such conversion and, when issued
                  upon such conversion, will be validly issued, fully paid and
                  non-assessable; the outstanding Underlying Shares have been
                  authorized and validly issued, are fully paid and
                  non-assessable and conform to the description thereof
                  contained in the Prospectus; and the stockholders of the
                  Company have no preemptive rights with respect to the
                  Securities or the Underlying Shares;]

                  (D) The Registration Statements have become effective under
                  the Act and, to the knowledge of such counsel, no stop order
                  proceedings with respect thereto have been instituted or are
                  pending or threatened under the Act.

                  (E) The Registration Statements, the Prospectus and each
                  amendment or supplement thereto filed with the Commission on
                  or prior to the date of such opinion comply as to form in all
                  material respects with the requirements of the Act and the
                  applicable rules and regulations thereunder in effect as of
                  the time of such filing (except that such counsel need express
                  no opinion as to the financial statements, schedules and other
                  financial information included therein).

                  (F) Each document incorporated by reference in the
                  Registration Statements, the Prospectus and each amendment or
                  supplement thereto filed with the Commission on or prior to
                  the date of such opinion complied as to form at the time of
                  such filing in all material respects with the applicable
                  requirements (if any) of the Exchange Act and the

                                       13
   15

                  applicable rules and regulations thereunder in effect as of
                  the date of such filing (except that such counsel need express
                  no opinion as to the financial statements, schedules and other
                  financial information included therein).

                  (G) The execution and delivery of this Agreement and the
                  consummation of the transactions herein contemplated, do not
                  and will not violate the Certificate of Incorporation or
                  By-Laws of the Company, or result in a breach of any of the
                  terms or provisions of, or constitute a default under, any
                  material agreement or instrument of which such counsel has
                  knowledge to which the Company or any of the Subsidiaries is a
                  party or by which the Company or any of the Subsidiaries may
                  be bound, and which conflict, breach or default could
                  reasonably be expected to result in a Material Adverse Change.

                  (H) This Agreement has been duly authorized, executed and
                  delivered by the Company.

                  (I) Except for approvals, consents, orders, authorizations,
                  designations, declarations or filings which have been waived,
                  or which have been obtained or made, no approval, consent,
                  order, authorization, designation, declaration or filing by or
                  with any regulatory, administrative or other governmental body
                  is necessary in connection with the execution and delivery by
                  the Company of this Agreement [if debt securities will be
                  issued, then the phrase "and the Indenture" will be inserted]
                  and the consummation by the Company of the transactions herein
                  [if debt securities will be issued, then the phrase "or
                  therein" will be inserted] contemplated (other than as may be
                  required by the NASD or as required by State securities and
                  Blue Sky laws as to which such counsel need express no
                  opinion).

                  (J) The Company is not, and will not become as a result of the
                  consummation of the transactions contemplated by this
                  Agreement, an "investment company" within the meaning of the
                  Investment Company Act of 1940, as amended, and has not been
                  an "investment company" at any time since 1989.

                  [If debt securities will be issued, the following paragraphs
                      will be inserted as paragraphs 6(b)(i)(K) through (M)-

                  (K)(1) The Indenture has been duly qualified under the Trust
                  Indenture Act; (2) the Company has the corporate power and
                  authority to enter into the Indenture and to issue and sell
                  the Securities; (3) the Indenture has been duly authorized,
                  executed and delivered by the Company; (4) the Securities have
                  been duly authorized and when issued and executed and
                  authenticated in accordance with the provisions of the
                  Indenture and delivered to the Underwriter(s) in accordance
                  with the terms of this Agreement, will be entitled to the
                  benefits of the Indenture; and (5) the

                                       14
   16

                  Indenture and the Securities constitute valid and legally
                  binding obligations of the Company, enforceable against the
                  Company in accordance with its terms except that (I) the
                  enforceability thereof may be limited by bankruptcy,
                  insolvency, reorganization, moratorium or other similar laws
                  now or hereafter in effect relating to creditors' rights
                  generally and (II) the remedy of specific performance and
                  other forms of equitable relief may be subject to certain
                  equitable defenses and to the discretion of the court before
                  which the proceedings may be brought; and (III) provisions
                  requiring the payment of default fees, redemption premiums,
                  default interest and other set payments may not be enforceable
                  to the extent a court might determine that such amounts
                  constitute an alleged penalty;

                  (L) The Securities and the Indenture and, if applicable, the
                  Guarantees conform in all material respects to the
                  descriptions thereof contained in the Prospectus;

                  (M) Neither the issuance, sale or delivery of the Securities,
                  nor the execution, delivery or performance of the Indenture,
                  or compliance by the Company with all provisions of the
                  Indenture, nor consummation by the Company of the transactions
                  contemplated hereby or thereby constitutes or will constitute
                  a violation or breach of, or a default under, the certificate
                  of incorporation or bylaws or other organizational documents
                  of the Company or any of the Subsidiaries or any agreement,
                  indenture, lease or other instrument to which the Company or
                  any of the Subsidiaries is a party or by which any of them or
                  any of their respective properties is bound and that is an
                  exhibit to the 1999 Registration Statement, or will result in
                  the creation or imposition of any lien, charge or encumbrance
                  pursuant to any such agreement, indenture, lease or other
                  instrument upon any property or assets of the Company or any
                  of the Subsidiaries, nor will any such action result in any
                  violation of any existing law, regulation, ruling (assuming
                  compliance with all applicable state securities and Blue Sky
                  laws), judgment, injunction, order or decree known to such
                  counsel, to be applicable to the Company, the Subsidiaries or
                  any of their respective properties;

                  In rendering such opinion, Palmer & Dodge LLP may rely as to
matters governed by laws other than the Delaware General Corporate Law or
Federal laws on local counsel in the relevant jurisdictions provided that in
each case Palmer & Dodge LLP shall state that they believe that they and the
Underwriter(s) are justified in relying on such other counsel and such other
counsel's opinion is also delivered to the Underwriter(s). In addition to the
matters set forth above, such opinion shall also include a statement to the
effect that nothing has come to the attention of such counsel which causes them
to believe that (A) either of the Registration Statements, as of the time it
became effective under the Act and as of the Closing Date [or the Option Closing
Date, as the case may be,] contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and (B) the Prospectus or any
supplement thereto, on the date it

                                       15
   17

was filed pursuant to Rules and Regulations and as of the Closing Date [or the
Option Closing Date, as the case may be,] contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein in light of the circumstances under
which they were made not misleading (except that such counsel need express no
view as to financial statements and the notes thereto, schedules and other
financial and statistical information included or incorporated by reference
therein [if debt securities are being used, then the following will be inserted
"or the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the
Trustee"]). With respect to such statement, Palmer & Dodge LLP may state that
their belief is based upon the procedures set forth therein, but is without
independent check and verification.

                  (ii) The Underwriter(s) shall have received on the Closing
Date or the Option Closing Date, as the case may be, the opinion of Kean,
Miller, Hawthorne, D'Armond, McCowan & Jarman, L.L.P., counsel for the Company,
dated the Closing Date or the Option Closing Date, as the case may be, addressed
to the Underwriter(s) to the effect that:

                  (A) Based upon appropriate certificates of public officials
                  (which shall be furnished to the Underwriter(s) with the
                  opinion), each of the Subsidiaries incorporated or organized
                  as a corporation or partnership has been duly incorporated or
                  organized and is validly existing and in good standing under
                  the laws of the jurisdiction of its incorporation or
                  organization with corporate, partnership or other
                  organizational power and authority, as the case may be, to
                  own, and hold under lease, its properties and conduct its
                  business as described in the Prospectus.

                  (B) Based upon appropriate certificates of public officials
                  (which shall be furnished to the Underwriter(s) with the
                  opinion), the Company is duly qualified to transact business
                  as a foreign corporation, partnership or limited liability
                  company, as the case may be, and is in good standing under the
                  laws of each of the jurisdictions in which the conduct of its
                  business requires such qualification, except to the extent
                  that the failure to qualify would not, in the aggregate,
                  reasonably be expected to result in a Material Adverse Change.

                  (C) The outstanding shares of capital stock of the
                  Subsidiaries have been duly authorized and validly issued and
                  are fully paid and non-assessable. To the best knowledge of
                  such counsel, the shares of capital stock of the Subsidiaries
                  are owned by the Company or one of the other Subsidiaries free
                  and clear of all liens, encumbrances and security interests,
                  and except as disclosed in the Registration Statement, no
                  options, warrants or other rights to purchase, agreements or
                  other obligations to issue or other rights to convert any
                  obligations into shares of capital stock or ownership
                  interests of the Subsidiaries are outstanding.

                  (D) The Company's Class A and Class B Common Stock have been
                  duly authorized; the outstanding shares of its Class A Common
                  Stock

                                       16
   18

                  have been duly authorized and validly issued and are fully
                  paid and non-assessable.

                  (E) Such counsel does not know of any contracts or documents
                  required to be filed as exhibits to or incorporated by
                  reference or described in the Prospectus which are not so
                  filed, incorporated by reference or described as required.

                  (F) Such counsel knows of no material legal proceedings or
                  regulatory or other claims pending or threatened against the
                  Company or the Subsidiaries of a character required to be
                  reflected in the Prospectus that are not set forth in the
                  Prospectus.

                  [If guaranteed debt securities will be issued, then the
                      following additional opinions will be inserted-

                  (G) Neither the issuance or sale of the Guarantees, nor the
                  execution, delivery or performance of this Agreement, or the
                  Indenture, nor compliance by the Guarantors with all the
                  provisions of this Agreement or the Indenture, nor
                  consummation by the Guarantors of the transactions
                  contemplated hereby or thereby constitutes or will constitute
                  a violation or breach of, or a default under, the certificate
                  of incorporation or bylaws or other organizational documents
                  of the Guarantors or any agreement, indenture, lease or other
                  instrument to which they are a party or by which any of them
                  or any of their respective properties is bound and that is an
                  exhibit to the 1999 Registration Statement, or will result in
                  the creation or imposition of any lien, charge or encumbrance
                  pursuant to any such agreement, indenture, lease or other
                  instrument upon any property or assets of any of the
                  Guarantors, nor will any such action result in any violation
                  of any existing law, regulation, ruling (assuming compliance
                  with all applicable state securities and Blue Sky laws),
                  judgment, injunction, order or decree known to such counsel to
                  be applicable to the Guarantors or any of their respective
                  properties;

                  (H) No consent, approval, authorization or other order of, or
                  registration or filing with, any court, regulatory body,
                  administrative agency or other governmental body, agency, or
                  official is required to be obtained or made by any Guarantor
                  for the valid issuance and sale of the Guarantees pursuant to
                  this Agreement or the Indenture, except where such have been
                  obtained;

                  (I) The Guarantees have been duly authorized and validly
                  issued by each of the Guarantors, and when the Securities are
                  executed and authenticated in accordance with the Indenture
                  and delivered to you in accordance with the terms of this
                  Agreement, the Securities will be entitled to the benefits of
                  the Guarantees, and the Guarantees will constitute valid and
                  legally binding agreements of each of the Guarantors in
                  accordance with their terms set forth in the Indenture except
                  that (1)

                                       17
   19

                  the enforceability thereof may be limited by bankruptcy,
                  insolvency, fraudulent conveyance, reorganization, moratorium
                  or other similar laws now or hereafter in effect relating to
                  creditors' rights generally and (2) the remedy of specific
                  performance and other forms of equitable relief may be subject
                  to certain equitable defenses and to the discretion of the
                  court before which the proceedings may be brought;

                  (J) (1) Each of the Guarantors has the corporate or
                  partnership or other organizational power and authority, as
                  the case may be, to enter into this Agreement and to issue its
                  Guarantee as provided herein, and (2) this Agreement has been
                  duly authorized, executed and delivered by each of the
                  Guarantors; and

                  (K) (1) Each of the Guarantors has the corporate or
                  partnership or other organizational power and authority, as
                  the case may be, to enter into the Indenture, and (2) the
                  Indenture has been duly authorized, executed and delivered by
                  each of the Guarantors and is a legal, valid and binding
                  agreement of each of the Guarantors, enforceable against each
                  of them in accordance with its terms except that (I)
                  enforceability thereof may be limited by bankruptcy,
                  insolvency, fraudulent conveyance, reorganization, moratorium
                  or other similar laws now or hereafter in effect relating to
                  creditors' rights generally and (II) the remedy of specific
                  performance and other forms of equitable relief may be subject
                  to certain equitable defenses and to the discretion of the
                  court before which the proceedings may be brought.]

                  In addition to the matters set forth above, such opinion shall
also include a statement to the effect that nothing has come to the attention of
such counsel which causes them to believe that (A) either of the Registration
Statements, as of the time it became effective under the Act and as of the
Closing Date or the Option Closing Date, as the case may be, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
(B) the Prospectus or any supplement thereto, on the date it was filed pursuant
to Rules and Regulations and as of the Closing Date or the Option Closing Date,
as the case may be, contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the
statements therein in light of the circumstances under which they were made not
misleading (except that such counsel need express no view as to financial
statements and the notes thereto, schedules and other financial and statistical
information included or incorporated by reference therein).

                  (iii) The Underwriter(s) shall have received on the Closing
Date or the Option Closing Date, as the case may be, the opinion of James R.
McIlwain, Esquire, general counsel of the Company, dated the Closing Date or the
Option Closing Date, as the case may be, addressed to the Underwriter(s) to the
effect that: The statements in the Prospectus under the caption "Risk Factors --
Regulation of Outdoor Advertising Impacts Our Operations," and statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998 under
the caption "Business -- Regulation"

                                       18
   20

insofar as such statements constitute a summary of regulatory matters relating
to the outdoor advertising industry, fairly describe the regulatory matters
relating to such industry. [If this agreement is executed on a date after the
Form 10-K for 1999 has been filed, the information to be set forth in this
certificate will be updated.]

                  In addition to the matters set forth above, such opinion shall
also include a statement to the effect that nothing has come to the attention of
such counsel which causes him to believe that (A) either of the Registration
Statements, as of the time it became effective under the Act and as of the
Closing Date or the Option Closing Date, as the case may be, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
(B) the Prospectus or any supplement thereto, on the date it was filed pursuant
to Rules and Regulations and as of the Closing Date or the Option Closing Date,
as the case may be, contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which they
were made not misleading (except that such counsel need express no view as to
financial statements, and the notes thereto, schedules and other financial and
statistical information included or incorporated by reference therein).

         (c) The Underwriter(s) shall have received from [name of
Underwriter(s)' counsel will be inserted], counsel for the Underwriter(s), an
opinion dated the Closing Date [or the Option Closing Date, as the case may be,]
in form and substance reasonably satisfactory to you.

         (d) The Underwriter(s) shall have received on the Closing Date [or the
Option Closing Date, as the case may be,] a signed letter with respect to the
financial statements of the Company and certain financial information relating
to the Company included or incorporated by reference in the Prospectus from KPMG
LLP, dated the Closing Date [or the Option Closing Date, as the case may be,]
which shall confirm, on the basis of a review in accordance with the procedures
set forth in the letter signed by such firm and dated and delivered to the
Underwriter(s) on the date hereof, that nothing has come to their attention
during the period from the date five days prior to the date hereof, to a date
not more than three days prior to the Closing Date [or the Option Closing Date,
as the case may be,] which would require any change in their letter dated the
date hereof if it were required to be dated and delivered on the Closing Date
[or the Option Closing Date, as the case may be]. Such letter shall be in form
and substance reasonably satisfactory to the Underwriter(s). The letter from
KPMG LLP shall confirm that they have performed the procedures specified by the
American Institute of Certified Public Accountants for a review of interim
financial information as described in SAS No. 71, Interim Financial Information,
on the unaudited balance sheet data of the Company as of_________ ___, ____ and
the unaudited income and cash flow information of the Company for the _____
month periods ended ____________ ___, ____ and____, included in the Registration
Statements.

         (e) The Underwriter(s) shall have received on the Closing Date [or the
Option Closing Date, as the case may be,] a signed letter from KPMG LLP, dated
the Closing Date [or the Option Closing Date, as the case may be,] relating to
the OCI

                                       19
   21

Financials, which shall confirm, on the basis of a review in accordance with the
procedures set forth in the letter signed by such firm and dated and delivered
to the Underwriter(s) on the date hereof, that nothing has come to their
attention during the period from the date five days prior to the date hereof, to
a date not more than three days prior to the Closing Date [or the Option Closing
Date, as the case may be,] which would require any change in their letter dated
the date hereof if such letter were required to be dated and delivered on the
Closing Date [or the Option Closing Date, as the case may be.] Such letter shall
be in form and substance reasonably satisfactory to the Underwriter(s).

      [If other financial statements are incorporated by reference into the
     Registration Statements, additional conditions relating to consents of
                   independent accountants may be inserted.]

         (f) The Underwriter(s) shall have received on the Closing Date [or the
Option Closing Date, as the case may be,] a certificate or certificates of the
Chief Executive Officer and the Chief Financial Officer of the Company to the
effect that, as of the Closing Date [or the Option Closing Date, as the case may
be,] each of them severally represents in such capacity as follows:

                  (i) The Registration Statements have become effective under
the Act and no stop order suspending the effectiveness of either Registration
Statement has been issued, and no proceedings for such purpose have been taken
or are, to his knowledge, contemplated by the Commission.

                  (ii) He does not know of any litigation instituted or
threatened against the Company or any of the Subsidiaries of a character
required to be disclosed in the Prospectus which is not so disclosed; he does
not know of any material contract required to be filed as an exhibit to the 1999
Registration Statement which is not so filed; and the representations and
warranties of the Company contained in Section 1 hereof are true and correct in
all material respects as of the Closing Date [or the Option Closing Date, as the
case may be.]

                  (iii) He has carefully examined the Registration Statements
and the Prospectus and, in his opinion, as of the effective date of the
Registration Statements, the statements contained in the Registration
Statements, including any documents incorporated by reference therein, were true
and correct in all material respects, and such Registration Statements and
Prospectus or any document incorporated by reference therein did not omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein in light of the circumstances in which they were
made, not misleading and, in his opinion, since the date of the Prospectus, no
event has occurred which should have been set forth in a supplement to or an
amendment of the Prospectus which has not been so set forth in such supplement
or amendment.

         (g) The Company shall have furnished to the Underwriter(s) such further
certificates and documents confirming the representations and warranties
contained herein and related matters as the Underwriter(s) may reasonably have
requested.

                                       20
   22

         (h) The Securities to be issued and sold on the Closing Date [or the
Option Closing Date, as the case may be,] shall have been approved for listing
upon official notice of issuance on the [Nasdaq Stock Market] [the _______ Stock
Exchange].

[If Class A Common Stock will be issued and the Underwriter(s) and the Company
       agree that this provision is necessary, then the following will be
                          inserted as paragraph 6(i).]

         [(i) The Underwriter(s) shall have received from each executive
officer, director and stockholder of the Company listed on Schedule II a letter
or letters, in form and substance reasonably satisfactory to the Underwriter(s),
pursuant to which such person shall agree not to offer, sell, sell short or
otherwise dispose of any shares of Common Stock of the Company or other capital
stock of the Company, or any other securities convertible, exchangeable or
exercisable for Class A Common Stock or derivative of Class A Common Stock owned
by such person (or as to which such person has the right to direct the
disposition of) for a period of 90 days after the date of this Agreement, except
with the prior written consent of the Underwriter(s) or except as may be
expressly permitted by the terms of such letter or letters. ]

If any of the conditions hereinabove provided for in this Section 6 shall not
have been fulfilled when and as required by this Agreement to be fulfilled, the
obligations of the Underwriter(s) hereunder may be terminated by the
Underwriter(s) by notifying the Company of such termination in writing or by
telegram at or prior to the Closing Date [or the Option Closing Date, as the
case may be].

In such event, the Company and the Underwriter(s) shall not be under any
obligation to each other (except to the extent provided in Sections 5, 8 [and
10] [if several Underwriters will purchase the Securities, then "and 10" will be
added] hereof).

         SECTION 7. CONDITIONS OF THE OBLIGATIONS OF THE COMPANY.

         The obligations of the Company to sell and deliver the portion of the
Securities required to be delivered as and when specified in this Agreement are
subject to the conditions that at the Closing Date [or the Option Closing Date,
as the case may be,] no stop order suspending the effectiveness of the
Registration Statements shall have been issued and in effect or proceedings
therefor initiated or threatened.

         SECTION 8. INDEMNIFICATION

         (a) Indemnification of the Underwriter(s). The Company agrees to
indemnify and hold harmless each Underwriter, its officers and employees, and
each person, if any, who controls the Underwriter within the meaning of the Act
and the Exchange Act against any loss, claim, damage, liability or expense, as
incurred, to which the Underwriter(s) or such controlling person may become
subject, under the Act, the Exchange Act or other federal or state statutory law
or regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the
Company), insofar as such loss, claim, damage, liability or expense (or actions
in respect thereof as contemplated below) arises out of or is based (i) upon any
untrue statement or alleged untrue statement of a material fact contained in

                                       21
   23

the Registration Statements, or any amendment thereto, including any information
deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Act, or
the omission or alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements therein not misleading; or
(ii) upon any untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto), or the omission or alleged omission therefrom of a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and to reimburse the
Underwriter and each such controlling person for any and all reasonably expenses
(including the reasonable fees and disbursements of counsel chosen by the
Underwriter) as such expenses are reasonably incurred by the Underwriter or such
controlling person in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or
action; provided, however, that the foregoing indemnity agreement shall not
apply to any loss, claim, damage, liability or expense to the extent, but only
to the extent, arising out of or based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by the
Underwriter(s) for use in the Registration Statements, any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto); and
provided, further, that with respect to the Prospectus, the foregoing indemnity
agreement shall not inure to the benefit of the Underwriter(s) from whom the
person asserting any loss, claim, damage, liability or expense purchased
Securities, or any person controlling the Underwriter(s), if copies of an
amendment or supplement to such Prospectus were timely delivered to the
Underwriter(s) pursuant to Section 2 and a copy of such amendment or supplement
was not sent or given by or on behalf of the Underwriter(s) to such person, at
or prior to the written confirmation of the sale of the Securities to such
person, and if such amendment or supplement would have cured the defect
contained in the Prospectus giving rise to such loss, claim, damage, liability
or expense. The indemnity agreement set forth in this Section 8(a) shall be in
addition to any liabilities that the Company may otherwise have.

         (b) Indemnification of the Company, its Directors and Officers. The
Underwriter(s) agree to indemnify and hold harmless the Company, each of its
directors, each of its officers who signed the Registration Statements and each
person, if any, who controls the Company within the meaning of the Act or the
Exchange Act, against any loss, claim, damage, liability or expense, as
incurred, to which the Company, or any such director, officer or controlling
person may become subject, under the Act, the Exchange Act, or other federal or
state statutory law or regulation, or at common law or otherwise (including in
settlement of any litigation, if such settlement is effected with the written
consent of the Underwriter(s)), insofar as such loss, claim, damage, liability
or expense (or actions in respect thereof as contemplated below) arises out of
or is based upon any untrue or alleged untrue statement of a material fact
contained in the Registration Statements, any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto), or arises out of or is
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged

                                       22
   24

omission was made in the Registration Statements, any preliminary prospectus or
the Prospectus (or any amendment or supplement thereto), in reliance upon and in
conformity with written information furnished to the Company by the
Underwriter(s) expressly for use therein; and to reimburse the Company, or any
such director, officer or controlling person for any legal and other expense
reasonably incurred by the Company, or any such director, officer or controlling
person in connection with investigating, defending, settling, compromising or
paying any such loss, claim, damage, liability, expense or action. The Company
hereby acknowledges that the only information that the Underwriter(s) have
furnished to the Company expressly for use in the Registration Statements or the
Prospectus (or any amendment or supplement thereto) are the statements set forth
as the [paragraph numbers will be inserted] paragraphs under the caption
"Underwriting" in the Prospectus Supplement [if other information has been
provided, it will be set forth here]; and the Underwriter(s) confirms that such
statements are correct. The indemnity agreement set forth in this Section 8(b)
shall be in addition to any liabilities that the Underwriter(s) may otherwise
have.

         (c) Notifications and Other Indemnification Procedures. Promptly after
receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party under this Section 8, notify
the indemnifying party in writing of the commencement thereof, but the omission
so to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party for contribution or otherwise than under
the indemnity agreement contained in this Section 8 or to the extent it is not
prejudiced as a result of such failure. In case any such action is brought
against any indemnified party and such indemnified party seeks or intends to
seek indemnity from an indemnifying party, the indemnifying party will be
entitled to participate in, and, to the extent that it shall elect, jointly with
all other indemnifying parties similarly notified, by written notice delivered
to the indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party; provided, however, if the defendants in
any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that a conflict may
arise between the positions of the indemnifying party and the indemnified party
in conducting the defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, the indemnified party
or parties shall have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such action on behalf of
such indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of such indemnifying party's election so to
assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 8 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action, in which case the reasonable fees
and expenses of counsel shall be at the expense of the indemnifying

                                       23
   25

party (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel (together with local
counsel) approved by the indemnifying party and representing the indemnified
parties who are parties to such action).

         (d) Settlements. The indemnifying party under this Section 8 shall not
be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
against any loss, claim, damage, liability or expense by reason of such
settlement or judgment. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement, compromise or consent
to the entry of judgment in any pending or threatened action, suit or proceeding
in respect of which any indemnified party is or could have been a party and
indemnity was or could have been sought hereunder by such indemnified party,
unless such settlement, compromise or consent includes an unconditional release
of such indemnified party from all liability on claims that are the subject
matter of such action, suit or proceeding.

         SECTION 9. CONTRIBUTION.

         If the indemnification provided for in Section 8 is for any reason held
to be unavailable to or otherwise insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount paid or payable by such indemnified party, as incurred, as a
result of any losses, claims, damages, liabilities or expenses referred to
therein (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company, on the one hand, and the Underwriter(s), on
the other hand, from the offering of the Securities pursuant to this Agreement
or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company, on the one hand, and the Underwriter(s), on the other hand, in
connection with the statements or omissions or inaccuracies in the
representations and warranties herein which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable
considerations. The relative benefits received by the Company, on the one hand,
and the Underwriter(s), on the other hand, in connection with the offering of
the Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the
Securities pursuant to this Agreement (before deducting expenses) received by
the Company, and the total underwriting compensation actually received by the
Underwriter(s). The relative fault of the Company, on the one hand, and the
Underwriter(s), on the other hand, shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact or any such
inaccurate or alleged inaccurate representation or warranty relates to
information supplied by the Company, on the one hand, or the Underwriter(s), on
the other hand, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

                                       24
   26

         The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall be deemed to
include, subject to the limitations set forth in Section 8(c), any reasonable
legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim. The provisions set forth in
Section 8(c) with respect to notice of commencement of any action shall apply if
a claim for contribution is to be made under this Section 9, provided, however,
that no additional notice shall be required with respect to any action for which
notice has been given under Section 8(c) for purposes of indemnification.

         The Company and the Underwriter(s) agree that it would not be just and
equitable if contribution pursuant to this Section 9 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in this Section 9.

[If several Underwriters will purchase and distribute the Securities, then the
  following will be inserted as Section 10 and the subsequent sections will be
 renumbered. If the Underwriter(s) will be granted an over-allotment option to
purchase additional Securities, then the bracketed language in Section 10 below
                               will be inserted:]

         10. DEFAULT BY UNDERWRITERS.

         If on the Closing Date [or the Option Closing Date, as the case may
be,] any Underwriter shall fail to purchase and pay for the portion of the
Securities which such Underwriter has agreed to purchase and pay for on such
date (otherwise than by reason of any default on the part of the Company), you,
as Representatives of the Underwriters, shall use your best efforts to procure
within 24 hours thereafter one or more of the other Underwriters, or any others,
to purchase from the Company such amounts as may be agreed upon and upon the
terms set forth herein, the Securities which the defaulting Underwriter or
Underwriters failed to purchase. If during such 24 hours you, as such
Representatives, shall not have procured such other Underwriters, or any others,
to purchase the Securities agreed to be purchased by the defaulting Underwriter
or Underwriters, then (a) if the aggregate number of Securities with respect to
which such default shall occur does not exceed 10% of the [Firm] Securities [or
Option Securities, as the case may be,] covered hereby, the other Underwriters
shall be obligated, severally, in proportion to the respective numbers of [Firm]
Securities [or Option Securities, as the case may be,] which they are obligated
to purchase hereunder, to purchase the Securities which such defaulting
Underwriter or Underwriters failed to purchase, or (b) if the aggregate number
of shares of [Firm] Securities [or Option Securities, as the case may be,] with
respect to which such default shall occur exceeds 10% of the [Firm] Securities
[or Option Securities, as the case may be,] covered hereby, the Company or you
as the Representatives of the Underwriters will have the right, by written
notice given within the next 24-hour period to the parties to this Agreement, to
terminate this Agreement without liability on the part of the non-defaulting
Underwriters or of the Company except to the extent provided in Section 8
hereof. In the event of a default by any Underwriter or Underwriters, as set
forth in this Section 10, the Closing Date [or Option Closing Date, as the case
may be,] may be postponed for such period, not exceeding seven days, as you, as
Representatives, may determine in order that the required changes

                                       25
   27

in the Registration Statement or in the Prospectus or in any other documents or
arrangements may be effected. The term "Underwriter" includes any person
substituted for a defaulting Underwriter. Any action taken under this Section 10
shall not relieve any defaulting Underwriter from liability in respect of any
default of such Underwriter under this Agreement.]

         SECTION 10 [11]. NOTICES.

         All communications hereunder shall be in writing and shall be mailed,
hand delivered or telecopied and confirmed to the parties hereto as follows:

If to the Underwriter(s):

         [Name and address of Representative(s) of the Underwriter(s)]

with a copy to:

         [Name and address of Underwriter(s)'s counsel]

If to the Company:

         Lamar Advertising Company
         5551 Corporate Boulevard
         Baton Rouge, Louisiana, 70808
         Facsimile: (225) 926-1005
         Attention: Kevin P. Reilly, Jr., President

with a copy to:

         Palmer & Dodge LLP
         One Beacon Street
         Boston, MA 02108
         Facsimile: (617) 227-4420
         Attention: Stanley Keller

Any party hereto may change the address for receipt of communications by giving
written notice to the others.

         SECTION 11 [12]. TERMINATION.

         This Agreement may be terminated by you by notice to the Company as
follows:

         (a) at any time after the date hereof and prior to the Closing if any
of the following has occurred: (i) any outbreak or escalation of hostilities or
declaration of war or national emergency after the date hereof or other national
or international calamity or crisis or change in economic or political
conditions if the effect of such outbreak,

                                       26
   28

escalation, declaration, emergency, calamity, crisis or change on the financial
markets of the United States would, in your reasonable judgment, make the
offering or delivery of the Securities impracticable, (ii) trading in securities
on the New York Stock Exchange, the American Stock Exchange or the Nasdaq
National Market shall have been suspended or materially limited (other than
limitations on hours or numbers of days of trading or the application of
"circuit breakers") or minimum prices shall have been established for securities
on either such Exchange, (iii) declaration of a banking moratorium by either
federal or New York State authorities, (iv) any downgrading in the rating of the
Company's debt securities by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Securities
Exchange Act of 1934, as amended); (v) the taking of any action by any
governmental body or agency in respect of its monetary or fiscal affairs which
in your reasonable opinion has a material adverse effect on the securities
markets in the United States or elsewhere; or (vi) any litigation or proceeding
is pending or threatened against the Underwriter(s) which seeks to enjoin or
otherwise restrain, or seeks damages in connection with, or questions the
legality or validity of this Agreement or the transactions contemplated hereby;
or

         (b) as provided in Section 6 [If Section 10 "Default of Underwriters"
is included, then the following phrase will be inserted-"and Section 10"] of
this Agreement.

This Agreement also may be terminated by you, by notice to the Company as to any
obligation of the Underwriter(s) to purchase the Option Securities, upon the
occurrence at any time prior to the Option Closing Date of any of the events
described in subparagraph (a) above or as provided in Section 6 [If Section 10
"Default of Underwriters" is included, then the following phrase will be
inserted-"and Section 10"] of this Agreement.

         SECTION 12 [13]. SUCCESSORS.

         This Agreement will inure to the benefit of and be binding upon the
parties hereto, and to the benefit of the employees, officers and directors and
controlling persons referred to in Section 8, and in each case their respective
successors, and personal representatives, and no other person will have any
right or obligation hereunder. The term "successors" shall not include any
purchaser of the Securities as such from the Underwriter(s) merely by reason of
such purchase.

         SECTION 13 [14]. PARTIAL UNENFORCEABILITY.

         The invalidity or unenforceability of any Section, paragraph or
provision of this Agreement shall not affect the validity or enforceability of
any other Section, paragraph or provision hereof. If any Section, paragraph or
provision of this Agreement is for any reason determined to be invalid or
unenforceable, there shall be deemed to be made such minor changes (and only
such minor changes) as are necessary to make it valid and enforceable.

         SECTION 14 [15]. GOVERNING LAW PROVISIONS. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH

                                       27
   29

THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO
BE PERFORMED IN SUCH STATE.

         SECTION 15 [16]. GENERAL PROVISIONS.

         This Agreement constitutes the entire agreement of the parties to this
Agreement and supersedes all prior written or oral and all contemporaneous oral
agreements, understandings and negotiations with respect to the subject matter
hereof. This Agreement may be executed in two or more counterparts, each one of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement may not be amended or
modified unless in writing by all of the parties hereto, and no condition herein
(express or implied) may be waived unless waived in writing by each party whom
the condition is meant to benefit. The Table of Contents and the Section
headings herein are for the convenience of the parties only and shall not affect
the construction or interpretation of this Agreement.

                                       28
   30

         If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company the enclosed copies hereof,
whereupon this instrument, along with all counterparts hereof, shall become a
binding agreement in accordance with its terms.

                                                     Very truly yours,

                                                     LAMAR ADVERTISING COMPANY

                                                     By:
                                                        ------------------------
                                                        Name:
                                                        Title:

                                       29
   31

         The foregoing Underwriting Agreement is hereby confirmed and accepted
by the Underwriter(s) in _____________, ______________ as of the date first
above written.

[Underwriter(s)]

By:
   ------------------------------------
    Name:
    Title:

                                       30
   32

                                   SCHEDULE I

                   Subsidiaries of Lamar Advertising Company
                             [List to be Provided]

   33

                                   SCHEDULE II

                                 Lock-Up Letters

                              [List to be Provided]

   34

                                  SCHEDULE III

                                  UNDERWRITERS

   1
                                                                     EXHIBIT 4.1

                            LAMAR ADVERTISING COMPANY

                                       and

                                                      , as Trustee
               ---------------------------------------

                                   ----------

                                    INDENTURE

                      Dated as of                    ,
                                  -------------------  ----

   2

                                TABLE OF CONTENTS

                                                                                       PAGE
                                                                                 
ARTICLE 1               DEFINITIONS AND INCORPORATION BY REFERENCE.......................1
         1.1      Definitions............................................................1
         1.2      Other Definitions......................................................5
         1.3      Incorporation by Reference of Trust Indenture Act......................5
         1.4      Rules of Construction..................................................6

ARTICLE 2               THE SECURITIES...................................................6
         2.1      Issuable in Series.....................................................6
         2.2      Establishment of Terms of Series of Securities.........................6
         2.3      Execution and Authentication...........................................9
         2.4      Registrar and Paying Agent............................................10
         2.5      Paying Agent To Hold Assets in Trust..................................11
         2.6      Securityholder Lists..................................................11
         2.7      Transfer and Exchange.................................................11
         2.8      Replacement Securities................................................12
         2.9      Outstanding Securities................................................13
         2.10     Treasury Securities...................................................13
         2.11     Temporary Securities..................................................13
         2.12     Cancellation..........................................................13
         2.13     Defaulted Interest....................................................14
         2.14     CUSIP Number..........................................................14
         2.15     Provisions for Global Securities......................................14

ARTICLE 3               REDEMPTION......................................................15
         3.1      Notices to Trustee....................................................15
         3.2      Selection by Trustee of Securities To Be Redeemed.....................16
         3.3      Notice of Redemption..................................................16
         3.4      Effect of Notice of Redemption........................................17
         3.5      Deposit of Redemption Price...........................................17
         3.6      Securities Redeemed in Part...........................................18

ARTICLE 4               COVENANTS.......................................................18
         4.1      Payment of Securities.................................................18

                                      -i-
   3
                                TABLE OF CONTENTS
                                  (CONTINUED)

                                                                                       PAGE

         4.2      SEC Reports...........................................................18
         4.3      Waiver of Stay, Extension or Usury Laws...............................18
         4.4      Compliance Certificate................................................19
         4.5      Payment of Taxes and Other Claims.....................................19
         4.6      Corporate Existence...................................................19

ARTICLE 5               SUCCESSOR CORPORATION...........................................20
         5.1      Limitation on Consolidation, Merger and Sale of Assets................20
         5.2      Successor Person Substituted..........................................20

ARTICLE 6               DEFAULTS AND REMEDIES...........................................21
         6.1      Events of Default.....................................................21
         6.2      Acceleration..........................................................22
         6.3      Remedies..............................................................23
         6.4      Waiver of Past Defaults and Events of Default.........................23
         6.5      Control by Majority...................................................23
         6.6      Limitation on Suits...................................................24
         6.7      Rights of Holders To Receive Payment..................................24
         6.8      Collection Suit by Trustee............................................24
         6.9      Trustee May File Proofs of Claim......................................25
         6.10     Priorities............................................................25
         6.11     Undertaking for Costs.................................................26

ARTICLE 7               TRUSTEE.........................................................26
         7.1      Duties of Trustee.....................................................26
         7.2      Rights of Trustee.....................................................27
         7.3      Individual Rights of Trustee..........................................28
         7.4      Trustee's Disclaimer..................................................28
         7.5      Notice of Default.....................................................28
         7.6      Reports by Trustee to Holders.........................................28
         7.7      Compensation and Indemnity............................................29
         7.8      Replacement of Trustee................................................29
         7.9      Successor Trustee by Consolidation, Merger or Conversion..............30

                                       ii

   4
                                TABLE OF CONTENTS
                                  (CONTINUED)

                                                                                       PAGE

         7.10     Eligibility; Disqualification.........................................30
         7.11     Preferential Collection of Claims Against Company.....................31
         7.12     Paying Agents.........................................................31

ARTICLE 8               AMENDMENTS, SUPPLEMENTS AND WAIVERS.............................31
         8.1      Without Consent of Holders............................................31
         8.2      Without Consent of Holders............................................32
         8.3      Compliance with Trust Indenture Act...................................33
         8.4      Revocation and Effect of Consents.....................................33
         8.5      Notation on or Exchange of Securities.................................34
         8.6      Trustee to Sign Amendments, Etc.......................................34

ARTICLE 9               DISCHARGE OF INDENTURE; DEFEASANCE..............................34
         9.1      Discharge of Indenture................................................34
         9.2      Legal Defeasance......................................................35
         9.3      Covenant Defeasance...................................................35
         9.4      Conditions to Legal Defeasance or Covenant Defeasance.................35
         9.5      Deposited Money and U.S. and Foreign Government Obligations
                  to be Held in Trust; Other Miscellaneous Provisions...................37
         9.6      Reinstatement.........................................................38
         9.7      Moneys Held by Paying Agent...........................................38
         9.8      Moneys Held by Trustee................................................38

ARTICLE 10              MISCELLANEOUS...................................................39
         10.1     Trust Indenture Act Controls..........................................39
         10.2     Notices...............................................................39
         10.3     Communications by Holders with Other Holders..........................40
         10.4     Certificate and Opinion as to Conditions Precedent....................40
         10.5     Statement Required in Certificate and Opinion.........................40
         10.6     When Treasury Securities Disregarded..................................41
         10.7     Rules by Trustee and Agents...........................................41
         10.8     Business Days; Legal Holidays.........................................41
         10.9     Governing Law.........................................................41

                                      iii
   5

                                TABLE OF CONTENTS
                                  (CONTINUED)

                                                                                       PAGE

         10.10    No Adverse Interpretation of Other Agreements.........................42
         10.11    No Recourse Against Others............................................42
         10.12    Successors............................................................42
         10.13    Multiple Counterparts.................................................42
         10.14    Table of Contents, Headings, etc......................................42
         10.15    Separability..........................................................42
         10.16    Securities in a Foreign Currency or in ECU............................42
         10.17    Judgment Currency.....................................................43

                                       iv

   6

                              CROSS-REFERENCE TABLE

TIA Section                                                      Indenture Section
- -----------                                                      -----------------
                                                             
310(a)(1)                                                                7.10
(a)(2)                                                                   7.10
(a)(3)                                                                    N/A
(a)(4)                                                                    N/A
(a)(5)                                                                   7.10
(b)                                                           7.8; 7.10; 10.2
(b)(1)                                                                   7.10
(b)(9)                                                                   7.10
(c)                                                                       N/A
311(a)                                                                   7.11
(b)                                                                      7.11
(c)                                                                       N/A
312(a)                                                                    2.6
(b)                                                                      10.3
(c)                                                                      10.3
313(a)                                                                    7.6
(b)(1)                                                                    7.6
(b)(2)                                                                    7.6
(c)                                                                 7.6; 10.2
(d)                                                                       7.6
314(a)                                                         4.2; 4.4; 10.2
(b)                                                                       N/A
(c)(1)                                                             10.4; 10.5
(c)(2)                                                             10.4; 10.5
(c)(3)                                                                    N/A
(d)                                                                       N/A
(e)                                                                      10.5
(f)                                                                       N/A
315(a)                                                               7.1, 7.2
(b)                                                                 7.5; 10.2
(c)                                                                       7.1
(d)                                                             6.5; 7.1; 7.2
(e)                                                                      6.11
316(a)(last sentence)                                                    10.6
(a)(1)(A)                                                                 6.5
(a)(1)(B)                                                                 6.4
(a)(2)                                                                    8.2
(b)                                                                       6.7
(c)                                                                       8.4
317(a)(1)                                                                 6.8

                                       v

   7

TIA Section                                                   Indenture Section
- -----------                                                   -----------------
                                                           
(a)(2)                                                                 6.9
(b)                                                              2.5; 7.12
318(a)                                                                10.1

- ---------
N/A means not applicable

Note: This Cross-Reference Table shall not, for any purpose, be deeded to be a
      part of the Indenture.

                                       vi

   8

         INDENTURE, dated as of ______________, ____, among LAMAR ADVERTISING
COMPANY, a Delaware corporation, as Issuer (the "Company") and
_____________________, a ________________ organized under the laws of
_______________________, as Trustee (the "Trustee").

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness to be issued in one or more series (the
"Securities"), as herein provided, up to such principal amount as may from time
to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture.

         Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Securities issued under
this Indenture:

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         1.1 Definitions.

         "Affiliate" of any specified Person means any other Person which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. For the
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling," "controlled by," and "under common control with"), as
used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement or
otherwise.

         "Agent" means any Registrar, Paying Agent, co-registrar or agent for
service of notices and demands.

         "Board of Directors" means the Board of Directors of the Company or any
committee authorized to act therefor.

         "Board Resolution" means a copy of a resolution certified pursuant to
an Officers' Certificate to have been duly adopted by the Board of Directors of
the Company and to be in full force and effect, and delivered to the Trustee.

         "Capital Stock" means, with respect to any Person, any and all shares
or other equivalents (however designated) of capital stock, partnership
interests or any other participation, right or other interest in the nature of
an equity interest in such Person or any option, warrant or other security
convertible into any of the foregoing.

         "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces such party pursuant to Article 5 of this
Indenture and thereafter means the successor and any other primary obligor on
the Securities.

   9

         "Company Order" means a written order signed in the name of the Company
by two Officers, one of whom must be its Chief Executive Officer or its Chief
Financial Officer.

         "Company Request" means any written request signed in the name of the
Company by its Chief Executive Officer, its President, any Vice President, its
Chief Financial Officer or its Treasurer and attested to by the Secretary or any
Assistant Secretary of the Company.

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered.

         "Default" means any event that is, or with the passing of time or
giving of notice or both would be, an Event of Default.

         "Depositary" means, with respect to the Securities of any Series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary for such Series by the Company,
which Depositary shall be a clearing agency registered under the Exchange Act,
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean each Person
who is then a Depositary hereunder, and if at any time there is more than one
such Person, such Persons.

         "Dollars" means the currency of the United States of America.

         "ECU" means the European Currency Unit as determined by the Commission
of the European Union.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Foreign Currency" means any currency or currency unit issued by a
government other than the government of the United States of America.

         "Foreign Government Obligations" means with respect to Securities of
any Series that are denominated in a Foreign Currency, (i) direct obligations of
the government that issued or caused to be issued such currency for the payment
of which obligations its full faith and credit is pledged or (ii) obligations of
a person controlled or supervised by or acting as an agency or instrumentality
of such government the timely payment of which is unconditionally guaranteed as
a full faith and credit obligation by such government, which, in either case
under clauses (i) or (ii), are not callable or redeemable at the option of the
issuer thereof.

         "GAAP" means generally accepted accounting principles consistently
applied as in effect in the United States from time to time.

         "Global Security" or Global Securities" means a Security or Securities,
as the case may be, in the form established pursuant to Section 2.2, evidencing
all or part of a Series of Securities issued to the Depositary for such Series
or its nominee, and registered in the name of such Depositary or nominee.

                                       2
   10

         "Holder" or "Securityholder" means the Person in whose name a Security
is registered on the Registrar's books.

         "Indebtedness" means (without duplication), with respect to any Person,
any indebtedness at any time outstanding, secured or unsecured, contingent or
otherwise, which is for borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments or
representing the balance deferred and unpaid of the purchase price of any
property (excluding any balances that constitute accounts payable or trade
payables, and other accrued liabilities arising in the ordinary course of
business) if and to the extent any of the foregoing indebtedness would appear as
a liability upon a balance sheet of such Person prepared in accordance with
GAAP.

         "Indenture" means this Indenture as amended, restated or supplemented
from time to time.

         "Interest Payment Date" means the stated maturity of an installment of
interest on Securities of any Series.

         "Lien" means, with respect to any property or assets of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement, encumbrance, preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including,
without limitation, any Capitalized Lease Obligation, conditional sales, or
other title retention agreement having substantially the same economic effect as
any of the foregoing).

         "Maturity Date" when used with respect to any Security or installment
of principal thereof, means the date on which the principal of such Security or
such installment of principal becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption, notice of option to elect payment or otherwise.

         "Officer" means the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Treasurer or the Secretary of the
Company or any other officer designated by the Board of Directors, as the case
may be.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chief Executive Officer, the President or any Vice
President, and the Chief Financial Officer or any Treasurer of such Person that
shall comply with applicable provisions of this Indenture.

         "Opinion of Counsel" means a written opinion from legal counsel which
counsel is reasonably acceptable to the Trustee.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government (including any agency or political subdivision thereof).

         "Redemption Date," when used with respect to any Security of a Series
to be redeemed, means the date fixed for such redemption pursuant to this
Indenture.

                                       3
   11

         "Responsible Officer" when used with respect to the Trustee, means any
officer within the corporate trust department of the Trustee (or any successor
group of the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

         "SEC" means the United States Securities and Exchange Commission as
constituted from time to time or any successor performing substantially the same
functions.

         "Securities" means the securities that are issued under this Indenture,
as amended or supplemented from time to time pursuant to this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Series" or "Series of Securities" means each series of debentures,
notes or other debt instruments of the Company created pursuant to Sections 2.1
or 2.2 hereof.

         "Significant Subsidiary" means (i) any direct or indirect Subsidiary of
the Company that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such
regulation is in effect on the date hereof, or (ii) any group of direct or
indirect Subsidiaries of the Company that, taken together as a group, would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such regulation is in effect on
the date hereof.

         "Stated Maturity" means, when used with respect to the Security of any
Series or any installment of interest thereon, the date specified in such
Security as the fixed date on which the principal of such Security or such
installment of interest is due and payable, and when used with respect to any
other Indebtedness, means the date specified in the instrument governing such
Indebtedness as the fixed date on which the principal of such Indebtedness, or
any installment of interest thereon, is due and payable.

         "Subsidiary" of any specified Person means any corporation,
partnership, joint venture, association or other business entity, whether now
existing or hereafter organized or acquired, (i) in the case of a corporation,
of which more than 50% of the total voting power of the Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, officers or trustees thereof is held, directly or indirectly by such
Person or any of its Subsidiaries; or (ii) in the case of a partnership, joint
venture, association or other business entity, with respect to which such Person
or any of its Subsidiaries has the power to direct or cause the direction of the
management and policies of such entity by contract or otherwise or if in
accordance with GAAP such entity is consolidated with such Person for financial
statement purposes.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Section
77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in
Section 8.3 hereof).

         "Trustee" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means the
successor.

                                       4
   12

         "U.S. Government Obligations" means direct non-callable obligations of,
or non-callable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged.

         1.2 Other Definitions.

         The definitions of the following terms may be found in the sections
indicated as follows:

                                                  Defined
         Term                                    in Section
         ----                                    ----------
                                             
         "Bankruptcy Law"                               6.1
         "Business Day"                                10.8
         "Covenant Defeasance"                          9.3
         "Custodian"                                    6.1
         "Event of Default"                             6.1
         "Journal"                                    10.16
         "Judgment Currency"                          10.17
         "Legal Defeasance"                             9.2
         "Legal Holiday"                               10.8
         "Market Exchange Rate"                       10.16
         "New York Banking Day"                       10.17
         "Paying Agent"                                 2.4
         "Registrar"                                    2.4
         "Required Currency"                          10.17
         "Service Agent"                                2.4

         1.3 Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the portion
of such provision required to be incorporated herein in order for this Indenture
to be qualified under the TIA is incorporated by reference in and made a part of
this Indenture. The following TIA terms used in this Indenture have the
following meanings:

         "Commission" means the SEC.

         "indenture securities" means the Securities.

         "indenture securityholder" means a Securityholder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Trustee.

         "obligor on the indenture securities" means the Company or any other
obligor on the Securities.

                                       5
   13

         All other terms used in this Indenture that are defined by the TIA,
defined in the TIA by reference to another statute or defined by SEC rule have
the meanings therein assigned to them.

         1.4 Rules of Construction.

         Unless the context otherwise requires:

                         (1) a term has the meaning assigned to it herein,
                    whether defined expressly or by reference;

                         (2) an accounting term not otherwise defined has the
                    meaning assigned to it in accordance with GAAP;

                         (3) "or" is not exclusive;

                         (4) words in the singular include the plural, and in
                    the plural include the singular; and

                         (5) words used herein implying any gender shall apply
                    to each gender.

                                   ARTICLE 2

                                 THE SECURITIES

         2.1 Issuable in Series.

         The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more Series. All Securities of a Series shall be identical except as may
be set forth in a Board Resolution, a supplemental indenture or an Officers'
Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution. In the case of Securities of a
Series to be issued from time to time, the Board Resolution, Officers'
Certificate or supplemental indenture may provide for the method by which
specified terms (such as interest rate, maturity date, record date or date from
which interest shall accrue) are to be determined. Securities may differ between
Series in respect of any matters, provided that all Series of Securities shall
be equally and ratably entitled to the benefits of the Indenture.

         2.2 Establishment of Terms of Series of Securities.

         At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of
Subsection 2.2(1) and either as to such Securities within the Series or as to
the Series generally in the case of Subsections 2.2(2) through 2.2(23) by a
Board Resolution, a supplemental indenture or an Officers' Certificate pursuant
to authority granted under a Board Resolution:

                         (1) the title of the Series (which shall distinguish
                    the Securities of that particular Series from the Securities
                    of any other Series);

                                       6
   14

                         (2) the price or prices (expressed as a percentage of
                    the principal amount thereof) at which the Securities of the
                    Series will be issued;

                         (3) any limit upon the aggregate principal amount of
                    the Securities of the Series which may be authenticated and
                    delivered under this Indenture (except for Securities
                    authenticated and delivered upon registration of transfer
                    of, or in exchange for, or in lieu of, other Securities of
                    the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 8.5);

                         (4) the date or dates on which the principal of the
                    Securities of the Series is payable;

                         (5) the rate or rates (which may be fixed or variable)
                    per annum or, if applicable, the method used to determine
                    such rate or rates (including, but not limited to, any
                    commodity, commodity index, stock exchange index or
                    financial index) at which the Securities of the Series shall
                    bear interest, if any, the date or dates from which such
                    interest, if any, shall accrue, the date or dates on which
                    such interest, if any, shall commence and be payable and any
                    regular record date for the interest payable on any interest
                    payment date;

                         (6) the place or places where the principal of and
                    interest, if any, on the Securities of the Series shall be
                    payable, or the method of such payment, if by wire transfer,
                    mail or other means;

                         (7) if applicable, the period or periods within which,
                    the price or prices at which and the terms and conditions
                    upon which the Securities of the Series may be redeemed, in
                    whole or in part, at the option of the Company;

                         (8) the obligation, if any, of the Company to redeem or
                    purchase the Securities of the Series pursuant to any
                    sinking fund or analogous provisions or at the option of a
                    Holder thereof and the period or periods within which, the
                    price or prices at which and the terms and conditions upon
                    which Securities of the Series shall be redeemed or
                    purchased, in whole or in part, pursuant to such obligation;

                         (9) the dates, if any, on which and the price or prices
                    at which the Securities of the Series will be repurchased by
                    the Company at the option of the Holders thereof and other
                    detailed terms and provisions of such repurchase
                    obligations;

                         (10) if other than denominations of $1,000 and any
                    integral multiple thereof, the denominations in which the
                    Securities of the Series shall be issuable;

                         (11) the forms of the Securities of the Series in
                    bearer or fully registered form (and, if in fully registered
                    form, whether the Securities will be issuable as Global
                    Securities);

                                       7
   15

                         (12) if other than the principal amount thereof, the
                    portion of the principal amount of the Securities of the
                    Series that shall be payable upon declaration of
                    acceleration of the maturity thereof pursuant to Section
                    6.2;

                         (13) the currency of denomination of the Securities of
                    the Series, which may be Dollars or any Foreign Currency,
                    including, but not limited to, the ECU, and if such currency
                    of denomination is a composite currency other than the ECU,
                    the agency or organization, if any, responsible for
                    overseeing such composite currency;

                         (14) the designation of the currency, currencies or
                    currency units in which payment of the principal of and
                    interest, if any, on the Securities of the Series will be
                    made;

                         (15) if payments of principal of or interest, if any,
                    on the Securities of the Series are to be made in one or
                    more currencies or currency units other than that or those
                    in which such Securities are denominated, the manner in
                    which the exchange rate with respect to such payments will
                    be determined;

                         (16) the manner in which the amounts of payment of
                    principal of or interest, if any, on the Securities of the
                    Series will be determined, if such amounts may be determined
                    by reference to an index based on a currency or currencies
                    or by reference to a commodity, commodity index, stock
                    exchange index or financial index;

                         (17) the provisions, if any, relating to any security
                    provided for the Securities of the Series;

                         (18) any addition to or change in the Events of Default
                    which applies to any Securities of the Series and any change
                    in the right of the Trustee or the requisite Holders of such
                    Securities to declare the principal amount thereof due and
                    payable pursuant to Section 6.2;

                         (19) any addition to or change in the covenants set
                    forth in Articles 4 or 5 which applies to Securities of the
                    Series;

                         (20) any other terms of the Securities of the Series
                    (which terms shall not be inconsistent with the provisions
                    of this Indenture, except as permitted by Section 8.1, but
                    which may modify or delete any provision of this Indenture
                    insofar as it applies to such Series); and

                         (21) any depositories, interest rate calculation
                    agents, exchange rate calculation agents or other agents
                    with respect to Securities of such Series if other than
                    those appointed herein; and

                         (22) the terms and conditions, if any, upon which the
                    Securities and any guarantees thereof shall be subordinated
                    in right of payment to other indebtedness of the Company or
                    any guarantor; and

                                       8

   16

                         (23) the form and terms of any guarantee of the
                    Securities.

All Securities of any one Series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, supplemental indenture or
Officers' Certificate referred to above, and the authorized principal amount of
any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers' Certificate.

         2.3 Execution and Authentication.

         The Securities shall be executed on behalf of the Company by two
Officers of the Company or an Officer and an Assistant Secretary of the Company.

         Such signature may be either manual or facsimile. The Company's seal
may be impressed, affixed, imprinted or reproduced on the Securities and may be
in facsimile form.

         If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall
nevertheless be valid.

         A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

         The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt
by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate.

         The aggregate principal amount of Securities of any Series outstanding
at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or
Officers' Certificate delivered pursuant to Section 2.2, except as provided in
Section 2.8.

         Prior to the issuance of Securities of any Series, the Trustee shall
have received and (subject to Section 7.2) shall be fully protected in relying
on: (a) the Board Resolution, supplemental indenture hereto or Officers'
Certificate establishing the form of the Securities of that Series or of
Securities within that Series and the terms of the Securities of that Series or
of Securities within that Series, (b) an Officers' Certificate complying with
Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken; or (b) if the Trustee in
good faith by its board of directors or trustees, executive committee or a trust
committee of directors and/or vice-presidents shall determine that

                                       9
   17

such action would expose the Trustee to personal liability to Holders of any
then outstanding Series of Securities.

         The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate Securities. An authenticating agent may
authenticate Securities whenever the Trustee may do so. Any appointment shall be
evidenced by instrument signed by an authorized officer of the Trustee, a copy
of which shall be furnished to the Company. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.

         2.4 Registrar and Paying Agent.

         The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange ("Registrar"), an office
or agency located in the Borough of Manhattan, City of New York, State of New
York where Securities may be presented for payment ("Paying Agent") and an
office or agency where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served ("Service Agent"). The Registrar
shall keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-registrars and one or more additional paying
agents. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee as set forth in Section 10.2. Neither the Company nor any
Affiliate of the Company may act as Paying Agent. The Company may change any
Paying Agent, Registrar or co-registrar without notice to any Securityholder.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations. The
Company shall give prompt written notice to the Trustee of such designation or
rescission and of any change in the location of any such other office or agency.

         The Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any such Agent. If
the Company fails to maintain a Registrar or Paying Agent, or agent for service
of notices and demands, or fails to give the foregoing notice, the Trustee shall
act as such. The Company hereby appoints the Trustee as the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued. The Company hereby initially
designates the Corporate Trust Office of the Trustee as such office of the
Company.

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   18

         2.5 Paying Agent To Hold Assets in Trust.

         The Trustee as Paying Agent shall, and the Company shall require each
Paying Agent other than the Trustee to agree in writing that each Paying Agent
shall hold in trust for the benefit of the Holders of any Series of Securities
or the Trustee all assets held by the Paying Agent for the payment of principal
of, or interest on, such Series of Securities (whether such assets have been
distributed to it by the Company or any other obligor on such Series of
Securities), and the Company and the Paying Agent shall notify the Trustee in
writing of any Default by the Company (or any other obligor on such Series of
Securities) in making any such payment. The Company at any time may require a
Paying Agent to distribute all assets held by it to the Trustee and account for
any assets disbursed and the Trustee may at any time during the continuance of
any payment default with respect to any Series of Securities, upon written
request to a Paying Agent, require such Paying Agent to distribute all assets
held by it to the Trustee and to account for any assets distributed. Upon
distribution to the Trustee of all assets that shall have been delivered by the
Company to the Paying Agent, the Paying Agent shall have no further liability
for such assets.

         2.6 Securityholder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders of each Series of Securities. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee as of each Record Date and
on or before each related Interest Payment Date, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders of
each Series of Securities.

         2.7 Transfer and Exchange.

         When Securities of a Series are presented to the Registrar with a
request to register the transfer thereof, the Registrar shall register the
transfer as requested if the requirements of applicable law are met and, when
such Securities of a Series are presented to the Registrar with a request to
exchange them for an equal principal amount of other authorized denominations of
Securities of the same Series, the Registrar shall make the exchange as
requested. To permit transfers and exchanges, upon surrender of any Security for
registration of transfer at the office or agency maintained pursuant to Section
2.4 hereof, subject to the provisions of this Section 2.6, the Company shall
execute and the Trustee shall authenticate Securities at the Registrar's
request.

         Notwithstanding any other provision of this Section 2.7, unless and
until it is exchanged in whole or in part for definitive Securities, a Global
Security may not be transferred except as a whole by the Depositary to a nominee
of such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary or a nominee of such successor Depositary.

         If (i) the Depositary is at any time unwilling, unable or ineligible to
continue as Depositary and a successor Depositary is not appointed by the
Company within 60 days of the date the Company is so informed in writing or
becomes aware of the same, or (ii) an Event of

                                       11
   19

Default has occurred and is continuing, the Company promptly will execute and
deliver to the Trustee definitive Securities, and the Trustee, upon receipt of a
Company Request for the authentication and delivery of such definitive
Securities (which the Company will promptly execute and deliver to the Trustee),
will authenticate and deliver definitive Securities, without charge, in an
aggregate principal amount equal to the principal amount of the outstanding
Global Securities, in exchange for and upon surrender of all such Global
Securities.

         In any exchange provided for in the preceding paragraph, the Company
will execute and the Trustee will authenticate and deliver definitive Securities
in the authorized denominations provided by Section 2.3.

         Upon the exchange of a Global Security for definitive Securities, such
Global Security shall be canceled by the Trustee. Definitive Securities issued
in exchange for Global Securities pursuant to this Section 2.7 shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration or transfer or exchange.

         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Registrar or a
co-Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar or a
co-Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing.

         Any exchange or transfer shall be without charge, except that the
Company may require payment by the Holder of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation to a transfer or
exchange, but this provision shall not apply to any exchange pursuant to
Sections 2.11, 3.6 or 8.5 hereof. The Trustee shall not be required to register
transfers of Securities of any Series or to exchange Securities of any Series
for a period of 15 days before selection for redemption of such Securities. The
Trustee shall not be required to exchange or register transfers of Securities of
any Series called or being called for redemption in whole or in part, except the
unredeemed portion of such Security being redeemed in part.

         2.8 Replacement Securities.

         If a mutilated Security is surrendered to the Trustee or if the Holder
of a Security presents evidence to the satisfaction of the Company and the
Trustee that the Security has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate a replacement Security if
the Trustee's requirements are met. An indemnity bond may be required by the
Company or the Trustee that is sufficient in the judgment of the Company and the
Trustee to protect the Company, the Trustee or any Agent from any loss which any
of them may suffer if a Security is replaced. The Company may charge such Holder
for its reasonable, out-of-pocket expenses in replacing a Security, including
reasonable fees and expenses of counsel. Every replacement Security is an
additional obligation of the Company.

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   20

         2.9 Outstanding Securities.

         Securities outstanding at any time are all Securities authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, and those described in this Section 2.9 as not outstanding.

         If a Security is replaced pursuant to Section 2.8 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
until the Company and the Trustee receive proof satisfactory to each of them
that the replaced Security is held by a bona fide purchaser. A mutilated
Security ceases to be outstanding upon surrender of such Security and
replacement thereof pursuant to Section 2.8.

         If a Paying Agent holds on a Redemption Date or Maturity Date money
sufficient to pay the principal of, premium, if any, and accrued interest on
Securities payable on that date and is not prohibited from paying such money to
the Holders thereof pursuant to the terms of this Indenture, then on and after
that date such Securities cease to be outstanding and interest on them ceases to
accrue.

         Subject to Section 10.6, a Security does not cease to be outstanding
solely because the Company or an Affiliate holds the Security.

         2.10 Treasury Securities

         In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver Securities of a Series owned by the Company
or an Affiliate shall be disregarded, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver only
Securities of a Series that the Trustee knows are so owned shall be so
disregarded.

         2.11 Temporary Securities.

         Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form, and shall carry all rights, of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities in
exchange for temporary Securities presented to it.

         2.12 Cancellation.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment. At the
direction of the Trustee, the Registrar or the Paying Agent, and no one else,
shall cancel and at the written request of the Company, shall dispose of all
Securities surrendered for transfer, exchange, payment or cancellation. If the
Company shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of

                                       13
   21

the Indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.12.

         2.13 Defaulted Interest.

         If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted amounts, plus any interest payable on defaulted amounts
pursuant to Section 4.1 hereof, to the persons who are Securityholders on a
subsequent special record date, which date shall be the fifteenth day next
preceding the date fixed by the Company for the payment of defaulted interest or
the next succeeding Business Day if such date is not a Business Day. At least 15
days before the special record date, the Company shall mail or cause to be
mailed to each Securityholder, with a copy to the Trustee, a notice that states
the special record date, the payment date, and the amount of defaulted interest,
and interest payable on such defaulted interest, if any, to be paid.

         2.14 CUSIP Number.

         The Company in issuing the Securities may use one or more "CUSIP"
numbers, and if so, the Trustee shall use the CUSIP number(s) in notices of
redemption or exchange as a convenience to Holders, provided that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number(s) printed in the notice or on the Securities, and
that reliance may be placed only on the other identification numbers printed on
the Securities.

         2.15 Provisions for Global Securities.

                  (a) A Board Resolution, a supplemental indenture hereto or an
Officers' Certificate shall establish whether the Securities of a Series shall
be issued in whole or in part in the form of one or more Global Securities and
the Depositary for such Global Securities or Securities.

                  (b) Notwithstanding any provisions to the contrary contained
in Section 2.7 of the Indenture and in addition thereto, any Global Security
shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities
registered in the names of Holders other than the Depositary for such Security
or its nominee only if (i) such Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security or if at
any time such Depositary ceases to be a clearing agency registered under the
Exchange Act, and, in either case, the Company fails to appoint a successor
Depositary within 90 days of such event, (ii) the Company executes and delivers
to the Trustee an Officers' Certificate to the effect that such Global Security
shall be so exchangeable or (iii) an Event of Default with respect to the
Securities represented by such Global Security shall have happened and be
continuing. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Securities registered in such names as the
Depositary shall direct in writing in an aggregate principal amount equal to the
principal amount of the Global Security with like tenor and terms.

                  Except as provided in this Section 2.15(b), a Global Security
may not be transferred except as a whole by the Depositary with respect to such
Global Security to a nominee of such Depositary, by a nominee of such Depositary
to such Depositary or another

                                       14
   22

nominee of such Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such a successor Depositary.

                  (c) Any Global Security issued hereunder shall bear a legend
in substantially the following form:

                           "This Security is a Global Security within the
meaning of the Indenture hereinafter referred to and is registered in the name
of the Depositary or a nominee of the Depositary. This Security is exchangeable
for Securities registered in the name of a person other than the Depositary or
its nominee only in the limited circumstances described in the Indenture, and
may not be transferred except as a whole by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such a successor Depositary."

                  (d) The Depositary, as a Holder, may appoint agents and
otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under the Indenture.

                  (e) Notwithstanding the other provisions of this Indenture,
unless otherwise specified as contemplated by Section 2.2, payment of the
principal of and interest, if any, on any Global Security shall be made to the
Holder thereof.

                  (f) Except as provided in Section 2.15(e), the Company, the
Trustee and any Agent shall treat a person as the Holder of such principal
amount of outstanding Securities of such Series represented by a Global Security
as shall be specified in a written statement of the Depositary with respect to
such Global Security, for purposes of obtaining any consents, declarations,
waivers or directions required to be given by the Holders pursuant to this
Indenture.

                                   ARTICLE 3

                                   REDEMPTION

         3.1 Notices to Trustee.

         The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Securities. If a
Series of Securities is redeemable and the Company elects to redeem such
Securities of a Series, it shall notify the Trustee of the Redemption Date and
the principal amount of Securities to be redeemed at least 30 days (unless a
shorter notice shall be satisfactory to the Trustee) but not more than 60 days
before the Redemption Date. Any such notice may be canceled at any time prior to
notice of such redemption being mailed to any Holder and shall thereby be void
and of no effect.

                                       15
   23

         3.2 Selection by Trustee of Securities To Be Redeemed.

         Unless otherwise indicated for a particular Series of Securities by a
Board Resolution, a supplemental indenture or an Officers' Certificate, if fewer
than all of the Securities of a Series are to be redeemed, the Trustee shall
select the Securities of a Series to be redeemed pro rata, by lot or by any
other method that the Trustee considers fair and appropriate and, if such
Securities are listed on any securities exchange, by a method that complies with
the requirements of such exchange.

         The Trustee shall make the selection from Securities of a Series
outstanding and not previously called for redemption and shall promptly notify
the Company in writing of the Securities selected for redemption and, in the
case of any Security selected for partial redemption, the principal amount
thereof to be redeemed. Securities of a Series in denominations of $1,000 may be
redeemed only in whole. The Trustee may select for redemption portions of the
principal of Securities of a Series that have denominations larger than $1,000.
Securities of a Series and portions of them it selects shall be in amounts of
$1,000 or, with respect to Securities of any Series issuable in other
denominations pursuant to Section 2.2(10), the minimum principal denomination
for each Series and integral multiples thereof. Provisions of this Indenture
that apply to Securities called for redemption also apply to portions of
Securities called for redemption.

         3.3 Notice of Redemption.

         Unless otherwise indicated for a particular Series by Board Resolution,
a supplemental indenture hereto or an Officers' Certificate, at least 30 days,
and no more than 60 days, before a Redemption Date, the Company shall mail, or
cause to be mailed, a notice of redemption by first-class mail to each Holder of
Securities to be redeemed at his or her last address as the same appears on the
registry books maintained by the Registrar.

         The notice shall identify the Securities to be redeemed (including the
CUSIP number(s) thereof, if any) and shall state:

                           (1) the Redemption Date;

                           (2) the redemption price;

                           (3) if any Security of a Series is being redeemed in
                  part, the portion of the principal amount of such Security of
                  a Series to be redeemed and that, after the Redemption Date
                  and upon surrender of such Security of a Series, a new
                  Security or Securities in principal amount equal to the
                  unredeemed portion will be issued;

                           (4) the name and address of the Paying Agent;

                           (5) that Securities of a Series called for redemption
                  must be surrendered to the Paying Agent to collect the
                  redemption price;

                                       16
   24

                           (6) that, unless the Company defaults in making the
                  redemption payment, interest on the Securities of a Series
                  called for redemption ceases to accrue on and after the
                  Redemption Date, and the only remaining right of the Holders
                  of such Securities is to receive payment of the redemption
                  price upon surrender to the Paying Agent of the Securities
                  redeemed; and

                           (7) if fewer than all the Securities of a Series are
                  to be redeemed, the identification of the particular
                  Securities of a Series (or portion thereof) to be redeemed, as
                  well as the aggregate principal amount of Securities of a
                  Series to be redeemed and the aggregate principal amount of
                  Securities of a Series to be outstanding after such partial
                  redemption.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's sole expense.

         3.4 Effect of Notice of Redemption.

         Once the notice of redemption described in Section 3.3 is mailed,
Securities of a Series called for redemption become due and payable on the
Redemption Date and at the redemption price, plus interest, if any, accrued to
(but not including) the Redemption Date. Upon surrender to the Trustee or Paying
Agent, such Securities of a Series shall be paid at the redemption price, plus
accrued interest, if any, to (but not including) the Redemption Date, provided
that if the Redemption Date is after a regular interest payment record date and
on or prior to the next Interest Payment Date, the accrued interest shall be
payable to the Holder of the redeemed Securities registered on the relevant
record date.

         3.5 Deposit of Redemption Price.

         On or prior to the Redemption Date, the Company shall deposit with the
Paying Agent money sufficient to pay the redemption price of and accrued
interest, if any, on all Securities to be redeemed on that date other than
Securities or portions thereof called for redemption on that date which have
been delivered by the Company to the Trustee for cancellation.

         On and after any Redemption Date, if money sufficient to pay the
redemption price of and accrued interest on Securities called for redemption
shall have been made available in accordance with the preceding paragraph and
the Company and the Paying Agent are not prohibited from paying such moneys to
Holders, the Securities called for redemption will cease to accrue interest and
the only right of the Holders of such Securities will be to receive payment of
the redemption price of and, subject to the proviso in Section 3.4, accrued and
unpaid interest on such Securities to the Redemption Date. If any Security
called for redemption shall not be so paid, interest will be paid, from the
Redemption Date until such redemption payment is made, on the unpaid principal
of the Security and any interest not paid on such unpaid principal, in each
case, at the rate and in the manner provided in the Securities.

                                       17
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         3.6 Securities Redeemed in Part.

         Upon surrender of a Security of a Series that is redeemed in part, the
Trustee shall authenticate for a Holder a new Security of the same Series equal
in principal amount to the unredeemed portion of the Security surrendered.

                                   ARTICLE 4

                                   COVENANTS

         4.1 Payment of Securities.

         The Company shall pay the principal of and interest, if any, on each
Series of Securities on the dates and in the manner provided in such Securities
and this Indenture.

         An installment of principal or interest shall be considered paid on the
date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay such installment and is not prohibited from
paying such money to the Holders pursuant to the terms of this Indenture or
otherwise.

         The Company shall pay interest on overdue principal, and overdue
interest, to the extent lawful, at the rate specified in the Series of
Securities.

         4.2 SEC Reports.

         The Company will deliver to the Trustee and Holders of Securities
within 15 days after the filing of the same with the SEC, copies of the
quarterly and annual report and of the information documents and other reports,
if any, which the Company is required to file with the SEC pursuant to Section
13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not be
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company will file with the SEC, to the extent permitted, and provide
the Trustee, Holders of each Series of Securities and prospective holders of
each Series of Securities with such quarterly and annual reports and such
information, documents and other reports specified in Section 13 and 15(d) of
the Exchange Act. The Company will also comply with the other provisions of TIA
Section 314(a).

         4.3 Waiver of Stay, Extension or Usury Laws.

         The Company covenants (to the extent that it may lawfully do so) that
they will not at any time insist upon, or plead (as a defense or otherwise) or
in any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law which would prohibit or forgive the
Company from paying all or any portion of the principal of, premium, if any,
and/or interest on the Securities as contemplated herein, wherever enacted, now
or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that they may lawfully do so)
the Company hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

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         4.4 Compliance Certificate.

                  (a) The Company shall deliver to the Trustee, within 90 days
after the end of each fiscal year of the Company, an Officers' Certificate which
complies with TIA Section 314(a)(4) stating that a review of the activities of
the Company and its Subsidiaries during such fiscal year or fiscal quarter, as
the case may be, has been made under the supervision of the signing Officers
with a view to determining whether each has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each
such Officer signing such certificate, that to the best of his or her knowledge
each has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or
Events of Default of which he or she may have knowledge and what action each is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Securities
is prohibited or if such event has occurred, a description of the event and what
action each is taking or proposes to take with respect thereto.

                  (b) (i) If any Default or Event of Default has occurred and is
continuing or (ii) if any Holder seeks to exercise any remedy hereunder with
respect to a claimed Default under this Indenture or the Securities, the Company
shall deliver to the Trustee an Officers' Certificate specifying such event,
notice or other action within five Business Days of its becoming aware of such
occurrence and what action the Company is taking or proposes to take with
respect thereto.

         4.5 Payment of Taxes and Other Claims.

         The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all taxes, assessments and
governmental charges (including withholding taxes and any penalties, interest
and additions to taxes) levied or imposed upon it or any of its Significant
Subsidiaries or properties of it or any of its Significant Subsidiaries and (ii)
all lawful claims for labor, materials and supplies that, if unpaid, might by
law become a Lien upon the property of it or any of its Significant
Subsidiaries; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim if the amount, applicability or validity thereof is being contested in
good faith by appropriate proceedings and an adequate reserve has been
established therefor to the extent required by GAAP.

         4.6 Corporate Existence.

         Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence, and the corporate, partnership or other existence of each Significant
Subsidiary, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company and of each Significant
Subsidiary and the rights (charter and statutory), licenses and franchises of
the Company and its Significant Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its Significant
Subsidiaries, if the Board of Directors shall determine that the

                                       19
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preservation thereof is no longer desirable in the conduct of the business of
the Company and its Significant Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders.

                                   ARTICLE 5

                              SUCCESSOR CORPORATION

         5.1 Limitation on Consolidation, Merger and Sale of Assets.

                  (a) The Company will not, in any transaction or series of
transactions, merge or consolidate with or into, or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets (as an entirety or substantially as an entirety in one
transaction or a series of related transactions), to any Person or Persons, and
the Company will not permit any of its Significant Subsidiaries to enter into
any such transaction or series of transactions if such transaction or series of
transactions, in the aggregate, would result in a sale, assignment, conveyance,
transfer, lease or other disposition of all or substantially all of the
properties and assets of the Company or the Company and its Significant
Subsidiaries, taken as a whole, to any other Person or Persons, unless at the
time of and after giving effect thereto (i) either (A) if the transaction or
series of transactions is a merger or consolidation, the Company shall be the
surviving Person of such merger or consolidation, or (B) the Person formed by
such consolidation or into which the Company or such Significant Subsidiary is
merged or to which the properties and assets of the Company or such Significant
Subsidiary, as the case may be, are transferred (any such surviving person or
transferee Person being the "Surviving Entity") shall be a corporation organized
and existing under the laws of the United States of America, any state thereof
or the District of Columbia and shall expressly assume by a supplemental
indenture executed and delivered to the Trustee, in form reasonably satisfactory
to the Trustee, all the obligations of the Company under the Securities of a
Series and this Indenture, and in each case, this Indenture shall remain in full
force and effect; and (ii) immediately before and immediately after giving
effect to such transaction or series of transactions on a pro forma basis
(including, without limitation, any Indebtedness incurred or anticipated to be
incurred in connection with or in respect of such transaction or series of
transactions), no Default or Event of Default shall have occurred and be
continuing.

                  (b) In connection with any consolidation, merger or transfer
of assets contemplated by this Section 5.1, the Company shall deliver, or cause
to be delivered, to the Trustee, in form and substance reasonably satisfactory
to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and the supplemental indenture in
respect thereto comply with this Section 5.1 and that all conditions precedent
herein provided for relating to such transaction or transactions have been
complied with.

         5.2 Successor Person Substituted.

         Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company or any Significant Subsidiary in
accordance with Section 5.1 above, the successor corporation formed by such
consolidation or into which the Company is merged or to

                                       20
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which such transfer is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor corporation had been named as the Company
herein, and thereafter (except with respect to any such transfer which is a
lease) the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Securities.

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

         6.1 Events of Default.

         "Events of Default," wherever used herein with respect to Securities of
any Series, means any one of the following events, unless in the establishing
Board Resolution, supplemental indenture or Officers' Certificate, it is
provided that such Series shall not have the benefit of said Event of Default:

                           (1) there is a default in the payment of any
                  principal of, or premium, if any, on the Securities when the
                  same becomes due and payable at maturity, upon acceleration,
                  redemption or otherwise;

                           (2) there is a default in the payment of any
                  interest on any Security of a Series when the same becomes
                  due and payable and the Default continues for a period of 30
                  days;

                           (3) the Company defaults in the observance or
                  performance of any other covenant in the Securities of a
                  Series or this Indenture for 45 days after written notice from
                  the Trustee or the Holders of not less than 25% in the
                  aggregate principal amount of the Securities of such Series
                  then outstanding;

                           (4) there is a default or are defaults under one or
                  more agreements, instruments, mortgages, bonds, debentures or
                  other evidences of Indebtedness under which the Company or any
                  Significant Subsidiary of the Company then has outstanding
                  Indebtedness in excess of $10 million, individually or in the
                  aggregate, and either (a) such Indebtedness is already due and
                  payable in full or (b) such default or defaults have resulted
                  in the acceleration of the maturity of such Indebtedness;

                           (5) a court of competent jurisdiction enters a final
                  judgment or judgments which can no longer be appealed for the
                  payment of money in excess of $10 million (not covered by
                  insurance) against the Company or any Significant Subsidiary
                  and such judgment remains undischarged for a period of 60
                  consecutive days during which a stay of enforcement of such
                  judgment shall not be in effect;

                           (6) the Company or any Significant Subsidiary
                  pursuant to or within the meaning of any Bankruptcy Law:

                                       21
   29

                         (A) commences a voluntary case,

                         (B) consents to the entry of an order for relief
                    against it in an involuntary case,

                         (C) consents to the appointment of a Custodian of it or
                    for all or substantially all of its property,

                         (D) makes a general assignment for the benefit of its
                    creditors, or

                         (E) generally is not paying its debts as they become
                    due;

                    (7) a court of competent jurisdiction enters an order or
               decree under any Bankruptcy Law that:

                         (A) is for relief against the Company or any
                    Significant Subsidiary in an involuntary case,

                         (B) appoints a Custodian of the Company or any
                    Significant Subsidiary or for all or substantially all of
                    the property of the Company or any Significant Subsidiary,
                    or

                         (C) orders the liquidation of the Company or any
                    Significant Subsidiary,

               and the order or decree remains unstayed and in effect for 60
               days; or

                    (8) any other Event of Default provided with respect to
               Securities of that Series, which is specified in a Board
               Resolution, a supplemental indenture hereto or an Officers'
               Certificate, in accordance with Section 2.2(18).

         The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

         The Trustee may withhold notice of any Default (except in payment of
principal or premium, if any, or interest on the Securities) to the Holders of
the Securities of any Series in accordance with Section 7.5.

         6.2 Acceleration.

         If an Event of Default with respect to Securities of any Series at the
time outstanding (other than an Event of Default arising under Section 6.1(6) or
(7)) occurs and is continuing, the Trustee by written notice to the Company, or
the Holders of not less than 25% in aggregate principal amount of the Securities
of that Series then outstanding may by written notice to the Company and the
Trustee declare that the entire principal amount of all the Securities of that
Series then outstanding plus accrued and unpaid interest to the date of
acceleration are

                                       22
   30

immediately due and payable, in which case such amounts shall become immediately
due and payable; provided, however, that after such acceleration but before a
judgment or decree based on such acceleration is obtained by the Trustee, the
Holders of a majority in aggregate principal amount of the outstanding
Securities of that Series may rescind and annul such acceleration and its
consequences if (i) all existing Events of Default, other than the nonpayment of
accelerated principal, premium, if any, or interest that has become due solely
because of the acceleration, have been cured or waived, (ii) to the extent the
payment of such interest is lawful, interest on overdue installments of interest
and overdue principal, which has become due otherwise than by such declaration
of acceleration, has been paid and (iii) if the rescission would not conflict
with any judgment or decree. No such rescission shall affect any subsequent
Default or impair any right consequent thereto. In case an Event of Default
specified in Section 6.1(6) or (7) with respect to the Company occurs, such
principal, premium, if any, and interest amount with respect to all of the
Securities of that Series shall be due and payable immediately without any
declaration or other act on the part of the Trustee or the Holders of the
Securities of that Series.

         6.3 Remedies.

         If an Event of Default with respect to Securities of any Series at the
time outstanding occurs and is continuing, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of principal of,
or premium, if any, and interest on the Securities of that Series or to enforce
the performance of any provision of the Securities of that Series or this
Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities of that Series or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative to the extent permitted by law.

         6.4 Waiver of Past Defaults and Events of Default.

         Subject to Sections 6.2, 6.7 and 8.2 hereof, the Holders of a majority
in principal amount of the Securities of any Series then outstanding have the
right to waive any existing Default or Event of Default with respect to such
Series or compliance with any provision of this Indenture or the Securities of
such Series. Upon any such waiver, such Default with respect to such Series
shall cease to exist, and any Event of Default with respect to such Series
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereto.

         6.5 Control by Majority.

         The Holders of a majority in principal amount of the Securities of any
Series then outstanding may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee by this Indenture with respect to such Series.
The Trustee, however, may refuse to follow any direction

                                       23
   31

that conflicts with law or this Indenture or that the Trustee determines may be
unduly prejudicial to the rights of another Securityholder or that may involve
the Trustee in personal liability; provided that the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction.

         6.6 Limitation on Suits.

         Subject to Section 6.7 below, a Securityholder may not institute any
proceeding or pursue any remedy with respect to this Indenture or the Securities
of a Series unless:

                    (1) the Holder gives to the Trustee written notice of a
               continuing Event of Default with respect to the Securities of
               that Series;

                    (2) the Holders of at least 25% in aggregate principal
               amount of the Securities of such Series then outstanding make a
               written request to the Trustee to pursue the remedy;

                    (3) such Holder or Holders offer to the Trustee indemnity
               reasonably satisfactory to the Trustee against any loss,
               liability or expense to be incurred in compliance with such
               request;

                    (4) the Trustee does not comply with the request within 60
               days after receipt of the request and the offer of indemnity; and

                    (5) no direction inconsistent with such written request has
               been given to the Trustee during such 60 day period by the
               Holders of a majority in aggregate principal amount of the
               Securities of such Series then outstanding.

         A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

         6.7 Rights of Holders To Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security of a Series to receive payment of principal of, or premium,
if any, and interest of the Security of such Series on or after the respective
due dates expressed in the Security of such Series, or to bring suit for the
enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of
the Holder.

         6.8 Collection Suit by Trustee.

         If an Event of Default in payment of principal, premium or interest
specified in Section 6.1(1) or (2) hereof with respect to Securities of any
Series at the time outstanding occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
(or any other obligor on the Securities of that Series) for the whole amount of
unpaid principal and accrued interest remaining unpaid, together with interest
on overdue principal and, to the extent that payment of such interest is lawful,
interest on overdue

                                       24
   32

installments of interest, in each case at the rate then borne by the Securities
of that Series, and such further amounts as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

         6.9 Trustee May File Proofs of Claim.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Securityholders
allowed in any judicial proceedings relative to the Company (or any other
obligor upon the Securities), any of their respective creditors or any of their
respective property and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims and to
distribute the same after deduction of its charges and expenses to the extent
that any such charges and expenses are not paid out of the estate in any such
proceedings and any custodian in any such judicial proceeding is hereby
authorized by each Securityholder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly
to the Securityholders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.7
hereof.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan or reorganization, arrangement, adjustment or composition affecting the
Securities of a Series or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Securityholder in any such
proceedings.

         6.10 Priorities.

         If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

         FIRST: to the Trustee for amounts due under Section 7.7 hereof;

         SECOND: to Securityholders for amounts then due and unpaid for
principal, premium, if any, and interest on the Securities in respect of which
or for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities; and

         THIRD: to the Company.

         The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10.

                                       25
   33

         6.11 Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.7 hereof or a suit by Holders of more than 10% in
principal amount of the Securities of a Series then outstanding.

                                    ARTICLE 7

                                     TRUSTEE

         7.1 Duties of Trustee.

               (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of care and skill in its exercise as a prudent
person would exercise or use under the same circumstances in the conduct of his
own affairs.

               (b) Except during the continuance of an Event of Default:

                         (1) The Trustee need perform only those duties that are
                    specifically set forth in this Indenture and no covenants or
                    obligations shall be implied in this Indenture against the
                    Trustee.

                         (2) In the absence of bad faith on its part, the
                    Trustee may conclusively rely, as to the truth of the
                    statements and the correctness of the opinions expressed
                    therein, upon certificates or opinions furnished to the
                    Trustee and conforming to the requirements of this Indenture
                    but, in the case of any such certificates or opinions which
                    by any provision hereof are specifically required to be
                    furnished to the Trustee, the Trustee shall be under a duty
                    to examine the same to determine whether or not they conform
                    to the requirements of this Indenture.

               (c) The Trustee may not be relieved from liability for its own
          negligent action, its own negligent failure to act, or its own willful
          misconduct, except that:

                         (1) This paragraph does not limit the effect of
                    paragraph (b) of this Section 7.1.

                         (2) The Trustee shall not be liable for any error of
                    judgment made in good faith by a Responsible Officer, unless
                    it is proved that the Trustee was negligent in ascertaining
                    the pertinent facts.

                                       26
   34

                         (3) The Trustee shall not be liable with respect to any
                    action it takes or omits to take in good faith in accordance
                    with a direction received by it pursuant to Sections 6.2 and
                    6.5 hereof.

                  (d) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its rights or powers if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
satisfactory to it against such risk or liability is not reasonably assured to
it.

                  (e) Whether or not therein expressly so provided, paragraphs
(a), (b), (c) and (d) of this Section 7.1 shall govern every provision of this
Indenture that in any way relates to the Trustee.

                  (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by the law.

                  (g) The Paying Agent, the Registrar and any authenticating
agent shall be entitled to the protections, immunities and standard of care set
forth in paragraphs (a), (b), (c) and (d) of this Section 7.1 with respect to
the Trustee.

         7.2 Rights of Trustee.

                  (a) Subject to Section 7.1 hereof:

                           (1) The Trustee may rely on and shall be protected in
                  acting or refraining from acting upon any document reasonably
                  believed by it to be genuine and to have been signed or
                  presented by the proper person. The Trustee need not
                  investigate any fact or matter stated in the document.

                           (2) Before the Trustee acts or refrains from acting,
                  it may require an Officers' Certificate or an Opinion of
                  Counsel, or both, which shall conform to the provisions of
                  Section 10.5 hereof. The Trustee shall be protected and shall
                  not be liable for any action it takes or omits to take in good
                  faith in reliance on such certificate or opinion.

                           (3) The Trustee may act through agents and shall not
                  be responsible for the misconduct or negligence of any agent
                  appointed by it with due care.

                           (4) The Trustee shall not be liable for any action it
                  takes or omits to take in good faith which it reasonably
                  believes to be authorized or within its rights or powers.

                           (5) The Trustee may consult with counsel of its
                  selection, and the advice or opinion of such counsel as to
                  matters of law shall be full and complete authorization and
                  protection from liability in respect of any action taken,
                  omitted

                                       27
   35

                  or suffered by it hereunder in good faith and in
                  accordance with the advice or opinion of such counsel.

                           (6) The Trustee shall be under no obligation to
                  exercise any of the rights or powers vested in it by this
                  Indenture at the request, order or direction of any of the
                  Holders pursuant to the provisions of this Indenture, unless
                  such Holders shall have offered to the Trustee reasonable
                  security or indemnity against the costs, expenses and
                  liabilities which may be incurred therein or thereby.

                           (7) The Trustee shall not be deemed to have knowledge
                  of any fact or matter unless such fact or matter is known to a
                  Responsible Officer of the Trustee.

         7.3 Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may make loans to, accept deposits from,
perform services for or otherwise deal with the Company, or any Affiliate
thereof, with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. The Trustee, however, shall be subject to
Sections 7.10 and 7.11 hereof.

         7.4 Trustee's Disclaimer.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the sale of Securities or any money paid to the Company
pursuant to the terms of this Indenture and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.

         7.5 Notice of Default.

         If a Default or an Event of Default occurs and is continuing with
respect to the Securities of any Series and if it is known to the Trustee, the
Trustee shall mail to each Securityholder of the Securities of that Series
notice of the Default or the Event of Default, as the case may be, within 30
days after it occurs or, if later, after a Responsible Officer of the Trustee
has knowledge of such Default or Event of Default. Except in the case of a
Default or an Event of Default in payment of the principal of, or premium, if
any, or interest on any Security of any Series, the Trustee may withhold the
notice if and so long as the Board of Directors of the Trustee, the executive
committee or any trust committee of such board and/or its Responsible Officers
in good faith determine(s) that withholding the notice is in the interests of
the Securityholders of that Series.

         7.6 Reports by Trustee to Holders.

         If and to the extent required by the TIA, within 60 days after May 15
of each year, commencing the May 15 following the date of this Indenture, the
Trustee shall mail to each Securityholder a brief report dated as of such May 15
that complies with TIA Section 313(a). The Trustee also shall comply with TIA
Sections 313(b) and 313(c).

                                       28
   36

         A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and any stock exchange on which the Securities of
that Series are listed. The Company shall promptly notify the Trustee when the
Securities of any Series are listed on any stock exchange, and the Trustee shall
comply with TIA Section 313(d).

         7.7 Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any provision of law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it in connection with
its duties under this Indenture, including the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

         The Company shall indemnify the Trustee for, and hold it harmless
against, any and all loss or liability incurred by it in connection with the
acceptance or performance of its duties under this Indenture including the
reasonable costs and expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The Trustee shall notify the Company promptly of any claim asserted
against the Trustee for which it may seek indemnity.

         However, the failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations. Notwithstanding the foregoing, the
Company need not reimburse the Trustee for any expense or indemnify it against
any loss or liability incurred by the Trustee through its negligence or bad
faith. To secure the payment obligations of the Company in this Section 7.7, the
Trustee shall have a lien prior to the Securities of any Series on all money or
property held or collected by the Trustee except such money or property held in
trust to pay principal of and interest on particular Securities of that Series.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(6) or (7) hereof occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         For purposes of this Section 7.7, the term "Trustee" shall include any
trustee appointed pursuant to Article 9.

         7.8 Replacement of Trustee.

         The Trustee may resign with respect to the Securities of one or more
Series by so notifying the Company in writing.

         The Holders of a majority in principal amount of the outstanding
Securities of any Series may remove the Trustee with respect to that Series by
notifying the removed Trustee in writing and may appoint a successor Trustee
with respect to that Series with the Company's written consent, which consent
shall not be unreasonably withheld. The Company may remove the Trustee with
respect to that Series at its election if:

                         (1) the Trustee fails to comply with Section 7.10
                    hereof;

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   37

                         (2) the Trustee is adjudged a bankrupt or an insolvent
                    or an order for relief is entered with respect to the
                    Trustee under any Bankruptcy Law;

                         (3) a Custodian or other public officer takes charge of
                    the Trustee or its property; or

                         (4) the Trustee otherwise becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee with respect to any Series of Securities for any reason, the
Company shall promptly notify each Holder of such event and shall promptly
appoint a successor Trustee.

         If a successor Trustee with respect to the Securities of one or more
Series does not take office within 60 days after the retiring Trustee resigns or
is removed, the retiring Trustee, the Company or the Holders of at least 10% in
principal amount of the outstanding Securities of the applicable Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

         If the Trustee with respect to the Securities of one or more Series
fails to comply with Section 7.10 hereof, any Securityholder of the applicable
Series may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately following
such delivery, the retiring Trustee with respect to one or more Series shall,
subject to its rights under Section 7.7 hereof, transfer all property held by it
as Trustee with respect to such Series to the successor Trustee, the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee with respect to such Series shall have all the rights, powers and duties
of the Trustee under this Indenture. A successor Trustee with respect to the
Securities of one or more Series shall mail notice of its succession to each
Securityholder of such Series.

         7.9 Successor Trustee by Consolidation, Merger or Conversion.

         If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust assets to, another corporation,
subject to Section 7.10 hereof, the successor corporation without any further
act shall be the successor Trustee.

         7.10 Eligibility; Disqualification.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2) and (5) in every respect. The
Trustee shall have a combined capital and surplus of at least $100,000,000 as
set forth in its most recent published annual report of condition. The Trustee
shall comply with TIA Section 310(b), including the provision in Section
310(b)(1).

                                       30
   38

         7.11 Preferential Collection of Claims Against Company.

         The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

         7.12 Paying Agents.

         The Company shall cause each Paying Agent other than the Trustee to
execute and deliver to it and the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 7.12:

                           (1) that it will hold all sums held by it as agent
                  for the payment of principal of, or premium, if any, or
                  interest on, the Securities (whether such sums have been paid
                  to it by the Company or by any obligor on the Securities) in
                  trust for the benefit of Holders of the Securities or the
                  Trustee;

                           (2) that it will at any time during the continuance
                  of any Event of Default, upon written request from the
                  Trustee, deliver to the Trustee all sums so held in trust by
                  it together with a full accounting thereof; and

                           (3) that it will give the Trustee written notice
                  within three (3) Business Days of any failure of the Company
                  (or by any obligor on the Securities) in the payment of any
                  installment of the principal of, premium, if any, or interest
                  on, the Securities when the same shall be due and payable.

                                   ARTICLE 8

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         8.1 Without Consent of Holders.

         The Company, when authorized by a Board Resolution, and the Trustee may
amend or supplement this Indenture or the Securities of one or more Series
without notice to or consent of any Securityholder:

                         (1) to comply with Section 5.1 hereof;

                         (2) to provide for uncertificated Securities in
                    addition to certificated Securities;

                         (3) to comply with any requirements of the SEC under
                    the TIA;

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

                                       31
   39

                         (5) to provide for the issuance of and establish the
                    form and terms and conditions of Securities of any Series as
                    permitted by this Indenture; or

                         (6) to evidence and provide for the acceptance of
                    appointment hereunder by a successor Trustee with respect to
                    the Securities of one or more Series and to add to or change
                    any of the provisions of this Indenture as shall be
                    necessary to provide for or facilitate the administration of
                    the trusts hereunder by more than one Trustee.

         The Trustee is hereby authorized to join with the Company in the
execution of any supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
which may be therein contained, but the Trustee shall not be obligated to enter
into any such supplemental indenture which adversely affects its own rights,
duties or immunities under this Indenture.

         8.2 Without Consent of Holders.

                  (a) The Company, when authorized by a Board Resolution, and
the Trustee may amend or supplement this Indenture or the Securities of one or
more Series with the written consent of the Holders of not less than a majority
in aggregate principal amount of the outstanding Securities of such Series
affected by such amendment or supplement without notice to any Securityholder.
The Holders of not less than a majority in aggregate principal amount of the
outstanding Securities of each such Series affected by such amendment or
supplement may waive compliance in a particular instance by the Company with any
provision of this Indenture or the Securities of such Series without notice to
any Securityholder. Subject to Section 8.4, without the consent of each
Securityholder affected, however, an amendment, supplement or waiver, including
a waiver pursuant to Section 6.4, may not:

                         (1) reduce the amount of Securities whose Holders must
                    consent to an amendment, supplement or waiver to this
                    Indenture or the Securities;

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

                         (3) reduce the principal or change the Stated Maturity
                    of any Security or reduce the amount of, or postpone the
                    date fixed for, the payment of any sinking fund or analogous
                    obligation;

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

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

                         (6) waive a Default or Event of Default in the payment
                    of the principal of or interest, if any, on any Security
                    (except a rescission of acceleration of the Securities of
                    any Series by the Holders of at least a majority in
                    principal amount

                                       32
   40

                    of the outstanding Securities of such Series and a waiver
                    of the payment default that resulted from such
                    acceleration);

                         (7) waive a redemption payment with respect to any
                    Security or change any of the provisions with respect to the
                    redemption of any Securities;

                         (8) make any changes in Sections 6.4 or 6.7 hereof or
                    this sentence of Section 8.2; or

                         (9) take any other action otherwise prohibited by this
                    Indenture to be taken without the consent of each holder
                    affected thereby.

                  (b) Upon the request of the Company, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the receipt by the Trustee of evidence reasonably satisfactory to the
Trustee of the consent of the Securityholders as aforesaid and upon receipt by
the Trustee of the documents described in Section 8.6 hereof, the Trustee shall
join with the Company in the execution of such supplemental indenture unless
such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

                  (c) It shall not be necessary for the consent of the Holders
under this section to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

         8.3 Compliance with Trust Indenture Act.

         Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as then in effect.

         8.4 Revocation and Effect of Consents.

         Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Security is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same
Security or portion thereof, and of any Security issued upon the transfer
thereof or in exchange therefor or in place thereof, even if notation of the
consent is not made on any such Security. Any such Holder or subsequent Holder,
however, may revoke the consent as to his Security or portion of a Security, if
the Trustee receives the notice of revocation before the date the amendment,
supplement, waiver or other action becomes effective.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver which record date shall be at least 30 days prior to the
first solicitation of such consent. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement, or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date.

                                       33
   41

         After an amendment, supplement, waiver or other action becomes
effective, it shall bind every Securityholder, unless it makes a change
described in any of clauses (1) through (9) of Section 8.2 hereof. In that case
the amendment, supplement, waiver or other action shall bind each Holder of a
Security who has consented to it and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's
Security; provided that any such waiver shall not impair or affect the right of
any Holder to receive payment of principal of and interest on a Security, on or
after the respective due dates expressed in such Security, or to bring suit for
the enforcement of any such payment on or after such respective dates without
the consent of such Holder.

         8.5 Notation on or Exchange of Securities

         If an amendment, supplement, or waiver changes the terms of a Security
of any Series, the Trustee may request the Holder of such Security to deliver it
to the Trustee. In such case, the Trustee shall place an appropriate notation on
such Security about the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for such Security shall issue and the Trustee shall authenticate a new
security that reflects the changed terms. Failure to make the appropriate
notation or issue a new Security shall not affect the validity and effect of
such amendment supplement or waiver.

         8.6 Trustee to Sign Amendments, Etc.

         The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article 8 if the amendment, supplement or waiver does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign it. In signing or refusing to
sign such amendment, supplement or waiver the Trustee shall be entitled to
receive and, subject to Section 7.1 hereof, shall be fully protected in relying
upon an Officers' Certificate and an Opinion of Counsel stating that such
amendment, supplement or waiver is authorized or permitted by this Indenture.
The Company may not sign an amendment or supplement until the Board of Directors
of the Company approves it.

                                   ARTICLE 9

                       DISCHARGE OF INDENTURE; DEFEASANCE

         9.1 Discharge of Indenture.

         The Company may terminate its obligations under the Securities of any
Series and this Indenture with respect to such Series, except the obligations
referred to in the last paragraph of this Section 9.1, if there shall have been
canceled by the Trustee or delivered to the Trustee for cancellation all
Securities of such Series theretofore authenticated and delivered (other than
any Securities of such Series that are asserted to have been destroyed, lost or
stolen and that shall have been replaced as provided in Section 2.8 hereof) and
the Company has paid all sums payable by it hereunder or deposited all required
sums with the Trustee.

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   42

         After such delivery the Trustee upon request shall acknowledge in
writing the discharge of the Company's obligations under the Securities of such
Series and this Indenture except for those surviving obligations specified
below.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company in Sections 7.7, 9.5 and 9.6 hereof shall survive.

         9.2 Legal Defeasance.

         The Company may at its option, by Board Resolution, be discharged from
its obligations with respect to the Securities of any Series on the date the
conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the Securities of such Series and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall, subject to
Section 9.6 hereof, execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of outstanding Securities of such Series to
receive solely from the trust funds described in Section 9.4 hereof and as more
fully set forth in such section, payments in respect of the principal of,
premium, if any, and interest on the Securities of such Series when such
payments are due, (B) the Company's obligations with respect to the Securities
of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9 hereof, (C) the
rights, powers, trusts, duties, and immunities of the Trustee hereunder
(including claims of, or payments to, the Trustee under or pursuant to Section
7.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9,
the Company may exercise its option under this Section 9.2 with respect to the
Securities of any Series notwithstanding the prior exercise of its option under
Section 9.3 below with respect to the Securities of such Series.

         9.3 Covenant Defeasance.

         At the option of the Company, pursuant to a Board Resolution, the
Company shall be released from its obligations under Sections 4.2 through 4.6
hereof, inclusive, and Section 5.1 hereof with respect to the outstanding
Securities of any Series on and after the date the conditions set forth in
Section 9.4 hereof are satisfied (hereinafter, "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such specified section or portion thereof, whether directly or
indirectly by reason of any reference elsewhere herein to any such specified
Section or portion thereof or by reason of any reference in any such specified
section or portion thereof to any other provision herein or in any other
document, but the remainder of this Indenture and the Securities of any Series
shall be unaffected thereby.

         9.4 Conditions to Legal Defeasance or Covenant Defeasance.

         The following shall be the conditions to application of Section 9.2 or
Section 9.3 hereof to the outstanding Securities of a Series:

                                       35
   43

                           (1) the Company shall irrevocably have deposited or
                  caused to be deposited with the Trustee (or another trustee
                  satisfying the requirements of Section 7.10 hereof who shall
                  agree to comply with the provisions of this Article 9
                  applicable to it) as funds in trust for the purpose of making
                  the following payments, specifically pledged as security for,
                  and dedicated solely to, the benefit of the Holders of the
                  Securities, (A) money in an amount, or (B) U.S. Government
                  Obligations or Foreign Government Obligations which through
                  the scheduled payment of principal and interest in respect
                  thereof in accordance with their terms will provide, not later
                  than the due date of any payment, money in an amount, or (C) a
                  combination thereof, sufficient, in the opinion of a
                  nationally-recognized firm of independent public accountants
                  expressed in a written certification thereof delivered to the
                  Trustee, to pay and discharge, and which shall be applied by
                  the Trustee (or other qualifying trustee) to pay and
                  discharge, the principal of, premium, if any, and accrued
                  interest on the outstanding Securities of such Series at the
                  maturity date of such principal, premium, if any, or interest,
                  or on dates for payment and redemption of such principal,
                  premium, if any, and interest selected in accordance with the
                  terms of this Indenture and of the Securities of such Series;

                           (2) no Event of Default or Default with respect to
                  the Securities of such Series shall have occurred and be
                  continuing on the date of such deposit, or shall have occurred
                  and be continuing at any time during the period ending on the
                  91st day after the date of such deposit or, if longer, ending
                  on the day following the expiration of the longest preference
                  period under any Bankruptcy Law applicable to the Company in
                  respect of such deposit (it being understood that this
                  condition shall not be deemed satisfied until the expiration
                  of such period);

                           (3) such Legal Defeasance or Covenant Defeasance
                  shall not cause the Trustee to have a conflicting interest for
                  purposes of the TIA with respect to any securities of the
                  Company;

                           (4) such Legal Defeasance or Covenant Defeasance
                  shall not result in a breach or violation of, or constitute
                  default under any other agreement or instrument to which the
                  Company is a party or by which it is bound;

                           (5) the Company shall have delivered to the Trustee
                  an Opinion of Counsel stating that, as a result of such Legal
                  Defeasance or Covenant Defeasance, neither the trust nor the
                  Trustee will be required to register as an investment company
                  under the Investment Company Act of 1940, as amended;

                           (6) in the case of an election under Section 9.2
                  above, the Company shall have delivered to the Trustee an
                  Opinion of Counsel stating that (i) the Company has received
                  from, or there has been published by, the Internal Revenue
                  Service a ruling to the effect that or (ii) there has been a
                  change in any applicable Federal income tax law with the
                  effect that, and such opinion shall confirm that, the Holders
                  of the outstanding Securities of such Series or persons in
                  their positions will not recognize income, gain or loss for
                  Federal income tax purposes solely as a result of such Legal
                  Defeasance and will be subject to Federal income

                                       36
   44

                  tax on the same amounts, in the same manner, including as a
                  result of prepayment, and at the same times as would have
                  been the case if such Legal Defeasance had not occurred;

                           (7) in the case of an election under Section 9.3
                  hereof, the Company shall have delivered to the Trustee an
                  Opinion of Counsel to the effect that the Holders of the
                  outstanding Securities of such Series will not recognize
                  income, gain or loss for Federal income tax purposes as a
                  result of such Covenant Defeasance and will be subject to
                  Federal income tax on the same amounts, in the same manner and
                  at the same times as would have been the case if such Covenant
                  Defeasance had not occurred;

                           (8) the Company shall have delivered to the Trustee
                  an Officers' Certificate and an Opinion of Counsel, each
                  stating that all conditions precedent provided for relating to
                  either the Legal Defeasance under Section 9.2 above or the
                  Covenant Defeasance under Section 9.3 hereof (as the case may
                  be) have been complied with;

                           (9) the Company shall have delivered to the Trustee
                  an Officers' Certificate stating that the deposit under clause
                  (1) was not made by the Company with the intent of defeating,
                  hindering, delaying or defrauding any creditors of the Company
                  or others; and

                           (10) the Company shall have paid or duly provided for
                  payment under terms mutually satisfactory to the Company and
                  the Trustee all amounts then due to the Trustee pursuant to
                  Section 7.7 hereof.

         9.5 Deposited Money and U.S. and Foreign Government Obligations to be
             Held in Trust; Other Miscellaneous Provisions.

         All money, U.S. Government Obligations and Foreign Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant
to Section 9.4 hereof in respect of the outstanding Securities shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent as the Trustee may determine, to the Holders of such Securities, of
all sums due and to become due thereon in respect of principal, premium, if any,
and accrued interest, but such money need not be segregated from other funds
except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations and
Foreign Government Obligations deposited pursuant to Section 9.4 hereof or the
principal, premium, if any, and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders
of the outstanding Securities.

         Anything in this Article 9 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money, U.S. Government Obligations or Foreign Government Obligations held by it
as provided in Section 9.4 hereof

                                       37
   45

which, in the opinion of a nationally-recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

         9.6 Reinstatement.

         If the Trustee or Paying Agent is unable to apply any money, U.S.
Government Obligations or Foreign Government Obligations in accordance with
Section 9.1, 9.2, 9.3 or 9.4 hereof by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 9 until
such time as the Trustee or Paying Agent is permitted to apply all such money,
U.S. Government Obligations or Foreign Government Obligations, as the case may
be, in accordance with Section 9.1, 9.2, 9.3 or 9.4 hereof; provided, however,
that if the Company has made any payment of principal of, premium, if any, or
accrued interest on any Securities because of the reinstatement of their
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money, U.S. Government
Obligations or Foreign Government Obligations held by the Trustee or Paying
Agent.

         9.7 Moneys Held by Paying Agent.

         In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee, or if sufficient
moneys have been deposited pursuant to Section 9.1 hereof, to the Company, and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.

         9.8 Moneys Held by Trustee.

         Any moneys deposited with the Trustee or any Paying Agent or then held
by the Company in trust for the payment of the principal of, or premium, if any,
or interest on any Security that are not applied but remain unclaimed by the
Holder of such Security for two years after the date upon which the principal
of, or premium, if any, or interest on such Security shall have respectively
become due and payable shall be repaid to the Company upon Company Request, or
if such moneys are then held by the Company in trust, such moneys shall be
released from such trust; and the Holder of such Security entitled to receive
such payment shall thereafter, as an unsecured general creditor, look only to
the Company for the payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided,
however, that the Trustee or any such Paying Agent, before being required to
make any such repayment, may, at the expense of the Company, either mail to each
Securityholder affected, at the address shown in the register of the Securities
maintained by the Registrar or cause to be published once a week for two
successive weeks, in a newspaper published in the English language, customarily
published each Business Day and of general circulation in the City of New York,
New York, a notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such

                                       38
   46

mailing or publication, any unclaimed balance of such moneys then remaining will
be repaid to the Company. After payment to the Company or the release of any
money held in trust by the Company, Securityholders entitled to the money must
look only to the Company for payment as general creditors unless applicable
abandoned property law designates another person.

                                   ARTICLE 10

                                  MISCELLANEOUS

         10.1 Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control.

         10.2 Notices.

         Any notice or communication shall be given in writing and delivered in
person, sent by facsimile, delivered by commercial courier service or mailed by
first-class mail, postage prepaid, addressed as follows:

                  If to the Company:

                  Lamar Advertising Company
                  5551 Corporate Boulevard
                  Baton Rouge, Louisiana  70808
                  Attention:  Chief Financial Officer

                  Copy to:

                  Palmer & Dodge LLP
                  One Beacon Street
                  Boston, Massachusetts  02108
                  Attention:  George Ticknor, Esq.

                  If to the Trustee:

         The Company or the Trustee by written notice to the others may
designate additional or different addresses for subsequent notices or
communications. Any notice or communication to the Company or the Trustee shall
be deemed to have been given or made as of the date so delivered if personally
delivered; when answered back, if telexed; when receipt is acknowledged, if
telecopied; and five (5) calendar days after mailing if sent by registered or
certified mail, postage prepaid (except that a notice of change of address shall
not be deemed to have been given until actually received by the addressee).

                                       39
   47

         Any notice or communication mailed to a Securityholder shall be mailed
to him by first-class mail, postage prepaid, at his address shown on the
register kept by the Registrar.

         Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication to a Securityholder is mailed in
the manner provided above, it shall be deemed duly given, whether or not the
addressee receives it.

         In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

         10.3 Communications by Holders with Other Holders.

         Securityholders of any Series may communicate pursuant to TIA Section
312(b) with other Securityholders of that Series or any other Series with
respect to their rights under this Indenture or the Securities of that Series or
any other Series. The Company, the Trustee, the Registrar and anyone else shall
have the protection of TIA Section 312(c).

         10.4 Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                         (1) an Officers' Certificate (which shall include the
                    statements set forth in Section 10.5 below) stating that, in
                    the opinion of the signers, all conditions precedent, if
                    any, provided for in this Indenture relating to the proposed
                    action have been complied with; and

                         (2) an Opinion of Counsel (which shall include the
                    statements set forth in Section 10.5 below) stating that, in
                    the opinion of such counsel, all such conditions precedent
                    have been complied with.

         10.5 Statement Required in Certificate and Opinion.

         Each certificate and opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                         (1) a statement that the Person making such certificate
                    or opinion has read such covenant or condition;

                         (2) a brief statement as to the nature and scope of the
                    examination or investigation upon which the statements or
                    opinions contained in such certificate or opinion are based;

                         (3) a statement that, in the opinion of such Person, it
                    or he has made such examination or investigation as is
                    necessary to enable it or him to express an

                                       40
   48

                  informed opinion as to whether or not such covenant or
                  condition has been complied with; and

                           (4) a statement as to whether or not, in the opinion
                  of such Person, such covenant or condition has been complied
                  with.

         10.6 When Treasury Securities Disregarded.

         In determining whether the Holders of the required aggregate principal
amount of the Securities of any Series have concurred in any direction, waiver
or consent, the Securities of any Series owned by the Company or any other
obligor on such Securities or by any Affiliate of any of them shall be
disregarded, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities of such Series which the Trustee actually knows are so owned shall be
so disregarded. Securities of such Series so owned which have been pledged in
good faith shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to the
Securities of such Series and that the pledgee is not the Company or any other
obligor upon the Securities of such Series or any Affiliate of any of them.

         10.7 Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or at meetings of
Securityholders. The Registrar and Paying Agent may make reasonable rules for
their functions.

         10.8 Business Days; Legal Holidays.

         A "Business Day" is a day that is not a Legal Holiday. A "Legal
Holiday" is a Saturday, a Sunday, a federally-recognized holiday or a day on
which banking institutions are not required to be open in the State of New York
or the Commonwealth of Massachusetts.

         If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.

         10.9 Governing Law.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.

                                       41
   49

         10.10 No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Company or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

         10.11 No Recourse Against Others.

         A director, officer, employee, stockholder or incorporator, as such, of
the Company shall not have any liability for any obligations of the Company
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creations. Each Securityholder by
accepting a Security waives and releases all such liability. Such waiver and
release are part of the consideration for the issuance of the Securities.

         10.12 Successors.

         All agreements of the Company in this Indenture and the Securities
shall bind their respective successors. All agreements of the Trustee, any
additional trustee and any Paying Agents in this Indenture shall bind its
successor.

         10.13 Multiple Counterparts.

         The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

         10.14 Table of Contents, Headings, etc.

         The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

         10.15 Separability.

         Each provision of this Indenture shall be considered separable and if
for any reason any provision which is not essential to the effectuation of the
basic purpose of this Indenture or the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

         10.16 Securities in a Foreign Currency or in ECU.

         Unless otherwise specified in a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate delivered pursuant to Section 2.2
of this Indenture with respect to a particular Series of Securities, whenever
for purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all Series
or all Series affected by a particular action at the time outstanding and, at
such time, there are outstanding Securities of any Series which are denominated
in a coin or currency other than Dollars (including ECUs), then the principal
amount of Securities of such Series which shall be deemed to be outstanding for
the purpose of taking such action shall be that amount of Dollars

                                       42
   50

that could be obtained for such amount at the Market Exchange Rate at such time.
For purposes of this Section 10.16, "Market Exchange Rate" shall mean the noon
Dollar buying rate in New York City for cable transfers of that currency as
published by the Federal Reserve Bank of New York; provided, however, in the
case of ECUs, Market Exchange Rate shall mean the rate of exchange determined by
the Commission of the European Union (or any successor thereto) as published in
the Official Journal of the European Union (such publication or any successor
publication, the "Journal"). If such Market Exchange Rate is not available for
any reason with respect to such currency, the Trustee shall use, in its sole
discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York or, in the case of ECUs, the rate of exchange as
published in the Journal, as of the most recent available date, or quotations
or, in the case of ECUs, rates of exchange from one or more major banks in The
City of New York or in the country of issue of the currency in question or, in
the case of ECUs, in Luxembourg or such other quotations or, in the case of
ECUs, rates of exchange as the Trustee, upon consultation with the Company,
shall deem appropriate. The provisions of this paragraph shall apply in
determining the equivalent principal amount in respect of Securities of a Series
denominated in currency other than Dollars in connection with any action taken
by Holders of Securities pursuant to the terms of this Indenture.

                  All decisions and determinations of the Trustee regarding the
Market Exchange Rate or any alternative determination provided for in the
preceding paragraph shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive to the extent permitted by law for all purposes
and irrevocably binding upon the Company and all Holders.

         10.17 Judgment Currency.

         The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest or other amount on the Securities of any Series (the "Required
Currency") into a currency in which a judgment will be rendered (the "Judgment
Currency"), the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a New York Banking Day,
then, the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, any recovery pursuant to any
judgment (whether or not entered in accordance with subsection (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable, and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of

                                       43
   51

New York on which banking institutions are authorized or required by law,
regulation or executive order to close.

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

                                              LAMAR ADVERTISING COMPANY

                                              By:
                                                 -------------------------------
                                                    Name:
                                                    Its:

                                              [Name of Trustee]

                                              By:
                                                 -------------------------------
                                                    Name:
                                                    Its:

                                       44

   1
                                                                     EXHIBIT 5.1

                         [PALMER & DODGE LLP LETTERHEAD]

                                October 19, 2000

Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808

         We are furnishing this opinion in connection with the registration
statement on Form S-3 (the "Registration Statement") of Lamar Advertising
Company (the "Company"), a Delaware corporation, filed on or about the date
hereof with the U.S. Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").

         We have reviewed the Registration Statement, including the prospectus
(the "Prospectus") that is a part of the Registration Statement. The Prospectus
provides that it will be supplemented in the future by one or more supplements
to the Prospectus (each a "Prospectus Supplement"). The Prospectus as
supplemented by various Prospectus Supplements will provide for the issuance and
sale by the Company of up to $750,000,000 aggregate offering price of (i) one or
more series of debt securities (the "Debt Securities"), (ii) shares of preferred
stock, $.001 par value (the "Preferred Stock"), (iii) shares of Class A common
stock, $.001 par value (the "Class A Stock") and (iv) warrants to purchase Class
A Stock, Preferred Stock or Debt Securities (collectively, the "Warrants"), and
the guarantees by certain subsidiaries of the Company listed as Co-Registrants
in the Registration Statement (the "Subsidiaries") of the Debt Securities (the
"Guarantees"). The Debt Securities, the Guarantees, the Preferred Stock, the
Class A Stock and the Warrants are collectively referred to herein as the
"Securities." The Registration Statement provides that Debt Securities may be
convertible into shares of Class A Stock or shares of Preferred Stock, and that
shares of Preferred Stock may be convertible into shares of Class A Stock.

         The Debt Securities will be issued pursuant to one or more indentures
in the form filed as an exhibit to the Registration Statement, as amended or
supplemented from time to time (each, an "Indenture"), between the Company, as
obligor, and a trustee chosen by the Company and qualified to act as such under
the Trust Indenture Act of 1939, as amended (each, a "Trustee"). The Warrants
will be issued under one or more warrant agreements (each, a "Warrant
Agreement") by and among the Company and a financial institution identified
therein as warrant agent (each, a "Warrant Agent").

         In our capacity as your counsel in connection with such registration,
we are familiar with certain proceedings taken and proposed to be taken by the
Company in connection with the authorization of the Securities. We have made
such examination as we consider necessary to render this opinion.

   2

         The opinions rendered herein are limited to the Delaware General
Corporation Law (including the applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws) and the
federal laws of the United States.

         Based upon the foregoing, we are of the opinion that:

         1. When (i) the Company and the Trustee duly execute and deliver an
Indenture and the specific terms of a particular Debt Security have been duly
established in accordance with the terms of such Indenture, and such Debt
Securities have been duly authenticated by the Trustee and duly executed and
delivered on behalf of the Company against payment therefor in accordance with
the terms and provisions of the Indenture and as contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement(s)
and (ii) the Registration Statement and any required post-effective amendments
thereto have all become effective under the Securities Act, and assuming that
(a) the Indenture and all amendments thereto and the particular Debt Securities
are duly approved by the Board of Directors of the Company as required by
applicable law, (b) the terms of the Debt Securities as executed and delivered
are as described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (c) the Debt Securities as executed and delivered do
not violate any law applicable to the Company or result in a default under or
breach of any agreement or instrument binding upon the Company, (d) the Debt
Securities as executed and delivered comply with all requirements and
restrictions, if any, applicable to the Company, whether imposed by any court or
governmental or regulatory body having jurisdiction over the Company and (e) the
Debt Securities are then issued and sold as contemplated in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), the Debt
Securities will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with the terms of the Debt
Securities.

         2. When (i) the Company, the Subsidiaries delivering Guarantees of Debt
Securities and the Trustee duly execute and deliver an Indenture and the
specific terms of the Guarantees and the related Debt Securities have been duly
established in accordance with the terms of the applicable Indenture, the
Guarantees have been duly executed and delivered and the related Debt Securities
have been duly authenticated by the Trustee and duly executed and delivered on
behalf of the Company against payment therefor in accordance with the terms and
provision of the applicable Indenture and as contemplated by the Registration
Statement, the Prospectus and the related Prospectus Supplement(s) and (ii) the
Registration Statement and any required post-effective amendment thereto have
all become effective under the Securities Act, and assuming that (a) the
Indenture and all amendments thereto and the Guarantees are duly approved by the
Board of Directors of the Company and each of the Subsidiaries delivering
Guarantees of Debt Securities as required by applicable law, (b) the terms of
the Guarantees as executed and delivered are as described in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), (c) the
Guarantees as executed and delivered do not violate any law applicable to each
Subsidiary delivering a Guarantee or result in a default under or breach of any
agreement or instrument binding upon each such Subsidiary, (d) the Guarantees as
executed and delivered comply with all requirements and restrictions, if any,
applicable to each Subsidiary delivering a Guarantee, whether imposed by any
court or governmental or regulatory body having jurisdiction over each such
Subsidiary and (e) the Guarantees are then issued as contemplated in the
Registration Statement, the Prospectus and the related Prospectus

   3

Supplement(s), the Guarantees will constitute valid and binding obligations of
each Subsidiary delivering a Guarantee, enforceable against each such Subsidiary
in accordance with the terms of the Guarantees.

         3. The Company has the authority pursuant to its Certificate of
Incorporation, as amended (the "Certificate"), to issue up to 1,000,000 shares
of Preferred Stock. When a series of Preferred Stock has been duly established
in accordance with the terms of the Company's Certificate and applicable law,
and upon adoption by the Board of Directors of the Company of a resolution in
form and content as required by applicable law and upon issuance and delivery of
and payment for such shares in the manner contemplated by the Registration
Statement, the Prospectus and the related Prospectus Supplement(s) and by such
resolution, such shares of such series of Preferred Stock will be validly
issued, fully paid and nonassessable.

         4. The Company has the authority pursuant to its Certificate to issue
up to 175,000,000 shares of Class A Stock. Upon adoption by the Board of
Directors of the Company of a resolution in form and content as required by
applicable law and upon issuance and delivery of and payment for such shares in
the manner contemplated by the Registration Statement, the Prospectus and the
related Prospectus Supplement(s) and by such resolution, such shares of Class A
Stock will be validly issued, fully paid and nonassessable.

         5. When (i) the Company and the Warrant Agent duly execute and deliver
a Warrant Agreement and the specific terms of a particular Warrant have been
duly established in accordance with the terms of such Warrant Agreement, and
such Warrants have been duly authenticated by the Warrant Agent and duly
executed and delivered on behalf of the Company against payment therefor in
accordance with the terms and provisions of the Warrant Agreement and as
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s) and (ii) the Registration Statement and any required
post-effective amendments thereto have all become effective under the Securities
Act, and assuming that (a) the Warrant Agreement and all amendments thereto and
the particular Warrants are duly approved by the Board of Directors of the
Company as required by applicable law, (b) the terms of the Warrants as executed
and delivered are as described in the Registration Statement, the Prospectus and
the related Prospectus Supplement(s), (c) the Warrants as executed and delivered
do not violate any law applicable to the Company or result in a default under or
breach of any agreement or instrument binding upon the Company, (d) the Warrants
as executed and delivered comply with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company and (e) the Warrants are
then issued and sold as contemplated in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), the Warrants will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms.

         The opinions set forth in paragraphs 1, 2 and 5 above are subject to
the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
rights and remedies of creditors; (ii) the effect of general principles of
equity, including without limitation, concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief, regardless of whether enforcement is
considered in a proceeding in equity or at law, and the

   4

discretion of the court before which any proceeding therefor may be brought;
(iii) the unenforceability under certain circumstances under law or court
decisions of provisions providing for the indemnification of, or contribution
to, a party with respect to a liability where such indemnification or
contribution is contrary to public policy; (iv) we express no opinion concerning
the enforceability of any waiver of rights or defenses with respect to stay,
extension or usury laws; and (v) we express no opinion with respect to whether
acceleration of Debt Securities may affect the collectibility of any portion of
the stated principal amount thereof which might be determined to constitute
unearned interest thereon.

         We assume for purposes of this opinion that each of the Company and the
Subsidiaries are and will remain duly organized, validly existing and in good
standing under applicable state law.

         To the extent that the obligations of the Company and the Subsidiaries
under an Indenture or Guaranty may be dependent thereon, we assume for purposes
of this opinion that each of the Company and the Subsidiaries has the
organizational power and authority to issue and sell the Securities; that the
applicable Indenture or Guaranty has been duly authorized by all necessary
organizational action by the Company and the Subsidiaries, has been duly
executed and delivered by the Company and the Subsidiaries and constitutes the
valid, binding and enforceable obligation of each of the Company and the
Subsidiaries enforceable against each of the Company and the Subsidiaries in
accordance with its terms; that the Trustee for each Indenture is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; that the Trustee is duly qualified to engage in
the activities contemplated by the applicable Indenture; that the applicable
Indenture has been duly authorized, executed and delivered by the Trustee and
constitutes a legally valid, binding and enforceable obligation of the Trustee,
enforceable against the Trustee in accordance with its terms; that the Trustee
is in compliance, generally and with respect to acting as Trustee under the
applicable Indenture, with all applicable laws and regulations; and that the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the applicable Indenture.

         To the extent that the obligations of the Company under each Warrant
Agreement may be dependent thereon, we assume for purposes of this opinion that
the Company has the corporate power and authority to issue and sell the
Securities; that the applicable Warrant Agreement has been duly authorized by
all necessary corporate action by the Company, has been duly executed and
delivered by the Company and constitutes the valid, binding and enforceable
obligation of the Company enforceable against the Company in accordance with its
terms; that the Warrant Agent is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Warrant
Agent is duly qualified to engage in the activities contemplated by the Warrant
Agreement; that the Warrant Agreement has been duly authorized, executed and
delivered by the Warrant Agent and constitutes the legally valid, binding and
enforceable obligation of the Warrant Agent, enforceable against the Warrant
Agent in accordance with its terms; that the Warrant Agent is in compliance,
generally and with respect to acting as a Warrant Agent under the Warrant
Agreement, with all applicable laws and regulations; and that the Warrant Agent
has the requisite organizational and legal power and authority to perform its
obligations under the Warrant Agreement.

   5

         We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus included therein.

                                          Very truly yours,

                                          /s/ Palmer & Dodge LLP

   1
                                                                    EXHIBIT 12.1

STATEMENT RE: COMPUTATION OF
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS

                                                            Year Ended October 31,          Year Ended December 31,
                                                            ----------------------     --------------------------------
                                                              1995          1996         1997       1998        1999
                                                            ---------     --------     --------   ---------   ---------

EARNINGS

Net earnings (loss)                                           10,698        10,849        2,841    (11,890)    (44,535)
ADD:
     income tax expense (benefit)                             (2,390)        7,099        4,654       (191)     (9,596)
     fixed charges                                            21,467        21,475       48,590     74,973     114,175
                                                            --------      --------     --------   --------    --------

EARNINGS AS ADJUSTED                                          29,775        39,423       56,085     62,892      60,044
                                                            --------      --------     --------   --------    --------

FIXED CHARGES

Interest expense                                              15,783        15,441       38,230     60,008      89,619
Amortization of Debt issuance costs                                             84        1,761      1,984       3,491
Rents under leases representative of an
     interest factor                                           5,684         5,950        8,599     12,981      21,065
                                                            --------      --------     --------   --------    --------

FIXED CHARGES AS ADJUSTED                                     21,467        21,475       48,590     74,973     114,175
                                                            --------      --------     --------   --------    --------

Preferred stock dividends                                          0           365          365        365         365
                                                            --------      --------     --------   --------    --------

TOTAL FIXED CHARGES COMBINED WITH PREFERRED DIVIDENDS(C)      21,467        21,840       48,955     75,338     114,540
                                                            --------      --------     --------   --------    --------

RATIO OF EARNINGS TO FIXED CHARGES                              1.39          1.84         1.15       0.84        0.53
                                                            --------      --------     --------   --------    --------

RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED DIVIDENDS                                         1.39          1.81         1.15       0.83        0.52
                                                            --------      --------     --------   --------    --------

COVERAGE DEFICIENCY (IF RATIO <1)                                N/A           N/A          N/A    (12,446)    (54,496)

                                                                    SIX MONTHS ENDED
                                                                         June 30
                                                                  --------------------
                                                                    2000        1999
                                                                  --------    --------

EARNINGS

Net earnings (loss)                                               (49,372)    (15,684)
ADD:
     income tax expense (benefit)                                 (19,702)     (1,766)
     fixed charges                                                 89,054      46,602
                                                                  -------     -------

EARNINGS AS ADJUSTED                                               19,980      29,152
                                                                  -------     -------

FIXED CHARGES

Interest expense                                                   69,291      36,379
Amortization of Debt issuance costs                                 2,945       1,331
Rents under leases representative of an
     interest factor                                               16,818       8,892
                                                                  -------     -------

FIXED CHARGES AS ADJUSTED                                          89,054      46,602
                                                                  -------     -------

Preferred stock dividends                                             183         274
                                                                  -------     -------

TOTAL FIXED CHARGES COMBINED WITH PREFERRED DIVIDENDS(C)           89,237      46,876
                                                                  -------     -------

RATIO OF EARNINGS TO FIXED CHARGES                                   0.22        0.63
                                                                  -------     -------

RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED DIVIDENDS                                              0.22        0.62
                                                                  -------     -------

COVERAGE DEFICIENCY (IF RATIO <1)                                 (69,257)    (17,724)

   1

                                                                    EXHIBIT 23.2

                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Lamar Advertising Company:

We consent to incorporation by reference in the Registration Statement of Lamar
Advertising Company on Form S-3 of our reports dated March 17, 2000, relating to
(a) the consolidated balance sheets of Lamar Advertising Company and
subsidiaries as of December 31, 1999 and 1998, 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, 1999 and
related schedules, and (b) the consolidated balance sheets of Lamar Media Corp.
and subsidiaries as of December 31, 1999 and 1998, 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, 1999 and
related schedules, which reports appear in the December 31, 1999, annual report
on Form 10-K of Lamar Advertising Company. Our reports on Lamar Advertising
Company and Lamar Media Corp. refer to a change in the method of accounting for
the costs of start-up activities.

We also consent to incorporation by reference in the Registration Statement of
Lamar Advertising Company on Form S-3 of our report dated March 3, 2000,
relating to the Advantage Outdoor Company, LP and subsidiaries, which report
appears in the Form 8-K of Lamar Advertising Company dated October 16, 2000.

We also consent to the references to our firm under the heading "Experts" in the
Registration Statement on Form S-3.

                                      /s/ KPMG LLP

New Orleans, Louisiana
October 16, 2000

   1

                                                                    EXHIBIT 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Lamar Advertising Company:

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Lamar Advertising Company of our reports dated June 9,
1999 relating to the financial statements of Chancellor Media Outdoor
Corporation, The Outdoor Division of Whiteco Industries, Inc., Martin Media,
L.P., and Martin & MacFarlane, Inc., which appear in Lamar Advertising Company's
Current Report on Form 8-K dated July 6, 1999. We also consent to the reference
to us under the heading "Experts" in such Registration Statement.

                                      /s/ PRICEWATERHOUSECOOPERS LLP

Dallas, Texas
October 16, 2000

   1

                                                                    EXHIBIT 23.4

                             CONSENT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of Lamar
Advertising Company (the "Registrant") of our report dated September 17, 1998,
with respect to the balance sheets of the Outdoor Advertising Division of
Whiteco Industries, Inc., as of December 31, 1996 and 1997, and the related
statements of income and cash flows for each of the three years in the period
ended December 31, 1997, which report appears in the Registrant's filing on Form
8-K dated July 6, 1999.

We also consent to the reference to us under the caption "Experts" in the
Prospectus.

                                     /s/  BDO SEIDMAN, LLP

Chicago, Illinois
October 17, 2000

   1

                                                                    EXHIBIT 23.5

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to incorporation by
reference in this Registration Statement on Form S-3 of Lamar Advertising
Company (the "Registrant") of our report dated February 13, 1998, with respect
to the balance sheets of Martin Media (a California limited partnership) as of
December 31, 1997 and 1996 and the related statements of operations, partners'
capital (deficit) and cash flows for each of the three years in the period ended
December 31, 1997, and our report dated February 13, 1998, with respect to the
balance sheets of Martin & MacFarlane, Inc. as of December 31, 1997 and 1996,
and the related statements of income, retained earnings and cash flows for each
of the two years in the period ended December 31, 1997 and the six month period
ended December 31, 1995, which reports appear in the Registrant's filing on Form
8-K dated July 6, 1999. We also consent to the reference to our firm under the
heading "Experts" in this Registration Statement on Form S-3 and the Prospectus.

                                      /s/ ARTHUR ANDERSEN LLP

Bakersfield, California
October 18, 2000

   1

                                                                    EXHIBIT 23.6

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Lamar Advertising Company (the "Registrant") of our report dated
August 25, 1995 with respect to the balance sheet of Martin & MacFarlane, Inc.
as of June 30, 1995 and the related statements of income, retained earnings and
cash flows for the year then ended, which report appears in the Registrant's
filing on Form 8-K dated July 6, 1999. We also consent to the reference to our
firm under the heading "Experts" in the Registration Statement on Form S-3 and
the Prospectus.

BARBICH LONGCRIER HOOPER & KING
Accountancy Corporation

By: /s/ Geoffrey B. King
   ---------------------
   Geoffrey B. King, CPA

Bakersfield, California
October 18, 2000