As filed with the Securities and Exchange Commission on September 5, 1997.December 4, 1998.

Registration No. ======================333-66059

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)

DELAWARE 72-1205791
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

5551 CORPORATE BOULEVARD
BATON ROUGE, LOUISIANA 70808
(504)(225) 926-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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

KEVIN P. REILLY, JR.
Chairman, President and Chief Executive Officer
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
(504)(225) 926-1000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

with copiesa copy to:

STANLEY KELLER, ESQ.
R. W. SMITH, JR.
Palmer & Dodge LLP
Piper & Marbury L.L.P.
One Beacon Street
Charles Center South
Boston, Massachusetts 02108
36 South Charles Street
(617) 573-0100 Baltimore, Maryland 21201
(410) 539-2530

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

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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please check the following box and list
the Securities Act registration statement 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 statement 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. [ ]

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

CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed
Title of each class of securities Amount to be offering price per maximum aggregate Amount of
to be registered registered share(1) offering price (1) registration fee
- -------------------------------------------------------------------------------------------------------------------------

Class A Common Stock, $0.001 800,000 shares $26.66 $21,328,000 $6,463.03
par value per share
- -------------------------------------------------------------------------------------------------------------------------

(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(c) and based upon the prices on
September 2, 1997 as reported on the consolidated tape for stocks quoted
on the Nasdaq National Market.

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.

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.

Subject to Completion, Dated September 5, 1997

800,000 SharesSUBJECT TO COMPLETION, DATED DECEMBER 4, 1998

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

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

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

LAMAR ADVERTISING COMPANY

63,005 Shares

Class A Common Stock

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

This Prospectus relates to the offer and sale of up to 800,000 shares
(the "Shares") ofLamar Class A Common Stock $0.001 par valuetrades on the Nasdaq National Market under
the symbol "LAMR." On December 3, 1998, the last reported per share ("sale price
of Lamar Class A Common Stock"),Stock was $32.25.

We previously issued 63,005 shares of Lamar Advertising Company (the "Company")Class A Common Stock to the
former stockholders of Mountaineer Outdoor Sign, Inc. in connection with our
acquisition of that company. This prospectus relates to resales of those shares.

The shares may be offered and sold by the Reilly
Family Limited Partnership, an existing stockholderselling stockholders from
time to time in open-market or privately-negotiated transactions which may
involve underwriters or brokers.

We will not receive any of the Company (the "Selling
Stockholder" orproceeds from the "RFLP"). The Company's authorized capital stock includessale of the shares
covered by this prospectus.

We have two types of Common Stock: Class A Common Stock and shares of Class B
Common Stock, $0.001 par
value per share (the "Class B Common Stock").Stock. The economic rights of the Class A Common Stock and the Class B Common Stock (collectively,have the
"Common Stock") are
identical,same rights and powers, except that eacha share of Class A Common Stock entitles the
holder thereof to one vote in respect of matters submitted for the vote of holders of
Common Stock, whereas eachand a share of Class B Common Stock entitles the holder thereof to
ten votes on such matters. The RFLP owns all of the outstanding
shares of Class B Common Stock and will be selling shares of such Class B Common
Stock, which will convert automatically, on a one-for-one basis, into shares of
Class A Common Stock upon such sale. The Shares will be offered to or through
BT Alex. Brown Incorporated who may act solely as agent or who may acquire
Shares as principal. The distribution of the Shares may be effected in one or
more transactions that may take place on the Nasdaq Stock Market ("Nasdaq"),
including block trades or ordinary broker's transactions, or through privately
negotiated transactions or sales to one or more brokers or dealers for resale
of such securities as principals, at market prices prevailing at the time of
sale, or otherwise at prices related to such prevailing market prices or at
negotiated prices. Usual and customary or specifically negotiated brokerage
fees, underwriting discounts or commissions may be paid by the Selling
Stockholder in connection with such sales. In connection with such sales, the
Selling Stockholder and BT Alex. Brown Incorporated and any participating
brokers, dealers or agents may be deemed "underwriters" as such term is defined
in the Securities Act of 1933, as amended (the "Securities Act") and the
commissions paid or discounts allowed to any of such underwriters, brokers,
dealers or agents, in addition to any profits received on resale of the Shares
if any such underwriters, brokers, dealers or agents should purchase any Shares
as a principal, may be deemed to be underwriting discounts or commissions under
the Securities Act. See "SELLING STOCKHOLDER" and "PLAN OF DISTRIBUTION."

The Class A Common Stock is quoted on The Nasdaq National Market under
the symbol "LAMR." On September 4, 1997, the last reported per share sale
price of Class A Common Stock was $26.75.votes.

SEE "RISK FACTORS" BEGINNING ON PAGE 25 OF THIS PROSPECTUS FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE SHARES OF CLASS A COMMON STOCK OFFERED HEREBY.STOCK.

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

(cover continued on next page)

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BYNEITHER THE SECURITIES AND EXCHANGE COMMISSION ORNOR ANY STATE SECURITIES
COMMISSION NOR HAS THEAPPROVED OR DISAPPROVED THESE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACYDETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR ADEQUACY OF THIS PROSPECTUS.COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY TO ANY PERSON
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL. NEITHER THE DELIVERYDATE OF THIS PROSPECTUS NOR
ANY OFFER OR SALE MADE HEREUNDER SHALL, IN ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.

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

The date of this Prospectus is September ___, 1997.DECEMBER __, 1998.

2
43

TABLE OF CONTENTS

Page
----

THE COMPANY.......................................................... 1

AVAILABLE INFORMATION................................................ 1

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...................... 1

RISK FACTORS......................................................... 2

USE OF PROCEEDS...................................................... 7

SELLING STOCKHOLDER.................................................. 7

PLAN OF DISTRIBUTION................................................. 7

LEGAL MATTERS........................................................ 8

EXPERTS.............................................................. 8Lamar Advertising Company..................................................4

Where You Can Find More Information........................................4

Risk Factors...............................................................5

Selling Stockholders.......................................................10

Plan of Distribution.......................................................10

Legal Matters..............................................................11

Experts....................................................................11

3
5

THE4

LAMAR ADVERTISING COMPANY

Lamar Advertising Company is one of the largest and most experienced
owners and operators of outdoor advertising structures in the United States. It
conductsWe
conduct a business that has operated under the Lamar name since 1902. A more
complete descriptionAs of
November 1, 1998, we operated approximately 70,400 displays in 36 states. We
also operate the largest logo sign business of the Company and its recent activities
can be found in the documents listedUnited States. Logo signs are
signs located near highway exits which deliver brand name information on
available gas, food, lodging and camping services. As of November 1, 1998, we
maintained over 73,500 logo sign displays in "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE." The principal offices of the Company, a Delaware corporation, are
located at 5551 Corporate Boulevard, Baton Rouge, Louisiana 70808,18 states. We also operate
transit advertising displays on bus shelters, bus benches and its
telephone number at such offices is (504) 926-1000.

AVAILABLEbuses in several
markets.

WHERE YOU CAN FIND MORE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),We file annual, quarterly and in
accordance therewith, files periodicspecial reports, proxy statements and
other information with the SecuritiesSEC. You may read and Exchange Commission (the "Commission")
relating to its business, financial statements and other matters. Reports and
proxy and information statements filed with the Commission as well as copies of
the Registration Statement, of which this Prospectus is a part, can be inspected
and copiedcopy any document we file at
the SEC's public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,rooms in Washington, D.C. 20549, and
at the following Regional Offices of the Commission: Midwest Regional Office,
500 West Madison Avenue, Suite 1400, Chicago, Illinois 60661; and Northeast
Regional Office, Seven World Trade Center, Suite 1300,, New York, New York 10048.
Copies of such material can also be obtainedand
Chicago, Illinois. Please call the SEC at prescribed rates from1-800-SEC-0330 for further information
on the public reference section of the Commission at its principal office at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549. Such reports and other
information canrooms. Our SEC filings are also be reviewedavailable on the Commission's web site
(http:SEC's
Website at "http://www.sec.gov).

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEwww.sec.gov."

The Company hereby incorporates inSEC 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 Prospectusprospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the following documents heretofore filedlisted below and any
future filings we make with the Commission (File No. 1-12407)
pursuantSEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the Exchange Act: (i)sale of all the Company'sshares covered
by this prospectus:

o Annual Report on Form 10-K for the year ended October 31, 1996; (ii) the Company's Transition Report on
Form 10-Q/T for the transition period ended December 31, 1996; (iii) the
Company's1997;

o Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997
and1998,
June 30, 1997; (iv)1998 and September 30, 1998;

o Current Reports on Form 8-K/A filed with the Company'sSEC on April 17, 1998 and
October 19, 1998 and Current Reports on Form 8-K filed with the CommissionSEC on
NovemberJune 5, 1998, June 26, 1998, August 14, 1998 and October 15, 1998;

o The consolidated financial statements of Penn Advertising, Inc. and
December 19, 1996 and February 10, April 14 (as
amendedSubsidiary contained in our Current Report on Form 8-K/A filed with
the CommissionSEC on June 13)13, 1997;

o The statement of assets acquired and liabilities assumed of National
Advertising Company - Lamar Acquisition as of August 14, 1997, and the
related statement of revenues and expenses for the years ended December
31, 1996 and 1995, contained in our Current Report on Form 8-K/A filed
with the SEC on October 27, 1997; and

(v) theo The description of the Class A Common Stock contained in the
Company'sour
Registration Statement on Form 8-A, filed with the CommissionSEC on June 7, 1996,
as amended by Form 8-A/A filed with the Commission on July 31, 1996.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to termination of the offering made hereby shall be deemed to be incorporated in
this Prospectus by reference and to be a part hereof from the respective dates
of the filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document which also is,
or is deemed to be, incorporated by reference herein, modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Prospectus.

The Company hereby undertakes to provide without charge to each person to
whomYou may request a copy of this Prospectus has been delivered, uponthese filings, at no cost, by writing or
telephoning using the written or oral
request of any such person, a copy of any and all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents which are not specifically incorporated by
reference into such documents. Requests for such copies should be directed to
the executive offices offollowing contact information:

Shareholder Services
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, LouisianaLA 70808
Attention: Investor Relations, telephone
(504) 926-1000.(225) 926-1000

You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling stockholders will
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.

4
65

RISK FACTORS

If you purchase shares of Lamar Class A Common Stock, you will take on financial
risk. In additiondeciding whether to invest, you should carefully consider the following
factors, the information contained in this prospectus and the other information
containedthat we have referred you to.

It is especially important to keep these risk factors in mind when you read
forward-looking statements. These are statements that relate to future periods
and incorporated by
reference in this Prospectus,include statements about our:

o expected operating results
o market opportunities
o acquisition opportunities
o ability to compete and
o stock price.

Generally, the following factors should be considered
carefully in evaluating an investmentwords "anticipates," "believes," "expects," "intends" and similar
expressions identify such forward-looking statements. Forward-looking statements
involve risks and uncertainties, and our actual results could differ materially
from the results discussed in the Shares offered hereby.

This Prospectus contains forward-looking statements concerningbecause of these
and other factors.

SIGNIFICANT FIXED PAYMENTS ON OUR DEBT INCREASES UNCERTAINTY AND REDUCES
FLEXIBILITY IN OPERATIONS

We have borrowed substantial amounts of money in the Company'spast and may borrow more
money in the future. At December 1, 1998, we had approximately $980 million of
debt outstanding consisting of approximately $350 million in bank debt, $560
million in various series of senior subordinated notes and $70 million in
various other short-term and long-term debt.

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 our bank credit facility which has a
total committed amount of $500 million in term and revolving credit loans. As of
December 1, 1998, we only had approximately $100 million available to borrow
under this credit facility. Since our borrowing capacity under our credit
facility is limited, we may not be able to continue to finance future
acquisitions at our historical rate with borrowings under our credit facility.
We may need to borrow additional amounts or seek other sources of financing to
fund future acquisitions. We cannot guarantee that such additional financing
will be available or available on favorable terms. We also may need the consent
of the banks under our credit facility, or the holders of other indebtedness, to
borrow additional money.

Some of our competitors may have less debt and, therefore, may have more
flexibility to operate their businesses and use their cash flow from
operations.

RESTRICTIONS IN DEBT AGREEMENTS REDUCE OPERATING FLEXIBILITY AND CREATE
POTENTIAL FOR DEFAULTS

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

o dispose of assets
o incur or repay debt
o create liens and
o make investments.

Under our credit facility we must maintain specified financial ratios and levels
including:

o cash interest coverage
o fixed charge coverage
o senior debt ratios and
o total debt ratios.

Failure to comply with these tests may cause all amounts outstanding under the
credit facility to become immediately due. If this were to occur, 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, performancefinancial and financial condition. These
statements are based upon a number of assumptionsbusiness conditions and estimatesother factors that are subjectbeyond
our control, we may be unable to significant uncertainties and contingencies, many of which are beyondcomply with these restrictions in the control of the Company, and reflect future business decisions that are subject
to change. The following description of risk factors specifies the principal
contingencies and uncertainties to which the Company believes it is subject.
Some of these assumptions will not materialize and unanticipated events may
occur that may affect the Company's results of operations.

FLUCTUATIONSfuture.

5
6

CHANGES IN ECONOMIC AND ADVERTISING TRENDS The Company relies on sales ofCOULD HURT OUR BUSINESS

We sell advertising space to generate revenues. A decrease in demand for
its revenues, and
its operating results are therefore affected by generaladvertising space could adversely affect our business. General economic
conditions as
well asand trends in the advertising industry.industry affect the amount of
advertising space purchased. A reduction in advertising
expenditures available for the Company'smoney spent on our displays could
result fromfrom:

o a general decline in economic conditions
o a decline in economic conditions in particular markets where the Company conductswe conduct
business
oro a reallocation of advertising expenditures to other available media by
significant users of our displays or
o a decline in the Company's
displays.

POTENTIALamount spent on advertising in general.

ELIMINATION OR REDUCTION OF TOBACCO ADVERTISING Approximately 10%WILL REDUCE OUR REVENUES

In November 1998, the U.S. tobacco companies and attorneys general of 8 states
agreed to the Company's outdoorterms of a new national tobacco settlement. This new proposed
settlement, unlike the previous proposed settlement which collapsed in June 1998
after Congress failed to enact the required legislation, does not require
federal government approval. A total of forty-six states, the District of
Columbia and five territories have agreed to sign on to this new proposed
settlement. Under its terms, tobacco companies will discontinue all advertising
net revenueson billboards and 8%buses in these jurisdictions. The remaining four states have
already reached separate settlements of consolidated net revenues in fiscal 1996 came fromlitigation with the tobacco products
industry, comparedindustry. We
have already removed all of our tobacco billboards and advertising in these
states in compliance with the settlement deadlines.

When the latest settlement is finalized, we estimate that all of our current
revenues from tobacco advertising will come to 9%an end in April 1999. Our
revenues from tobacco advertising totaled $17.7 million for fiscal 1995, 7%1997 and $14.6
million for fiscal 1994 and 1993, 12% for
fiscal 1992 and 17% for fiscal 1991. Manufacturers ofthe nine-month period ended September 30, 1998. Management currently
estimates based on available information that approximately $18 to $19 million
in tobacco products,
principally cigarettes, were historically major users of outdoor advertising displays. Beginningrevenues will be lost in 1992, the leading tobacco companies substantially reduced
their domestic advertising expenditures in response to societal and governmental
pressures and other factors. There can be no assurance that the tobacco industry
will not further reduce advertising expenditures in the future either
voluntarily or1999 as a result of governmental regulation or as to what affect any
such reduction may have onthis
settlement.

When fully implemented, the Company.

In June 1997 several of the major tobacco companies in the United States
and numerous state attorneys general reached agreement on a proposed settlement
of litigation between such parties. The terms of this proposed settlement
include a ban on all outdoor advertising of tobacco products
commencing nine
months after finalization ofprovided in the settlement. The settlement, however, is subject
to numerous conditions, the most notable of which is the enactment of
legislation by the federal government. At this time, it is uncertain when a
definitive settlement will be reached, if at all, or what the terms of any such
settlement will be. A reduction in billboard advertising by the tobacco industry
could cause an immediate reduction in the Company'sdecrease our outdoor advertising revenues and
may simultaneously increase the Company'sour available inventory. An increase in available inventory could result in the Company reducing itscause
us to reduce our rates or limiting itslimit our ability to raise rates for some period of time.rates. If the tobacco
litigation settlement were to be finalized in its current form and if the
Company werewe are unable to
replace our revenues from tobacco advertising with revenues
from other sources, suchbefore the tobacco settlement couldis
fully implemented, this settlement will have a materialan adverse effect on the
Company'sour results of
operations.

In addition, the states of Florida and Mississippi have entered into
separate settlements of litigation with the tobacco industry. These settlements
are not conditioned on federal government approval and provide for the
elimination of all outdoor advertising of tobacco products by February 1998.
The Company operates approximately 4,200 outdoor advertising displays in seven
markets in Florida and approximately 8.5% of its net

revenues in Florida for the fiscal year ended October 31, 1996 were attributable
to tobacco advertising. The Company operates approximately 2,600 outdoor
advertising displays in three markets in Mississippi and approximately 7.8% of
its net revenues in Mississippi for the fiscal year ended October 31, 1996 were
attributable to tobacco advertising. Although the Company believes that it will
be able to replace a substantial portion of these revenues, there can be no
assurance that it will be able to do so. Further, the settlement of tobacco-
related claims and litigation in other jurisdictions may also adversely affect
outdoor advertising revenues.

REGULATION OF OUTDOOR ADVERTISING The outdoor advertising business is subject to regulationIMPACTS OUR OPERATIONS

Our operations are significantly impacted by federal, state and local governments. Federal law requires states, as a condition togovernment
regulation of the outdoor advertising business.

The federal government conditions federal highway assistance to restricton states imposing
location restrictions on the placement of billboards on federally-aided primary and interstate
highways to commercial and industrial areas and imposes certain
additionalhighways. 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,
and someregulations. 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 substantiallysignificantly damaged billboards, or allow
new construction only to replace existing structures.

In addition, some jurisdictions (including
certainLocal laws which mandate removal of those withinbillboards at a future date often do not
provide for payment to the Company's markets) have adopted amortization
ordinances under which owners and operatorsowner for the loss of outdoor advertising displaysstructures that are required to
remove existing structures at some future date, often without
condemnation proceeds being available. Federalbe removed. Certain federal and corresponding state outdoor
advertising statuteslaws require payment of compensation for removal by governmental
order in
somesuch circumstances. Ordinances requiringLocal laws that require the removal of a billboard without
compensation whether through amortization or otherwise, have been challenged in various state and federal courts on both statutory and
constitutional grounds, with conflicting
results. Although the Company has beenAccordingly, we may not be successful in the past in negotiating acceptable
arrangements in circumstances
in which itswhen our displays have been subject to removal or amortization, there can be
no assurance that the Company will be successful in the future and what effect,
if any, suchunder these types of
local laws.

Additional regulations may have on the Company's operations. In addition, the
Company is unable to predict what additional regulation 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, although no laws which,past. Additional regulations or
changes in the opinion of management, would materiallycurrent laws regulating and adversely affect the Company's business have been enacted to date. Changes
in laws and regulations affecting outdoor advertisingadverting at anythe
federal, state or local level of government may have a material adverse effect on the Company'sour results
of operations.

See
"-- Potential Elimination or Reduction of Tobacco Advertising" for a discussion
of recent developments concerning tobacco advertising.

RESTRICTIVE COVENANTS IN DEBT INSTRUMENTS

The Company's credit facility with a syndicate of commercial banks (the
"Senior Credit Facility") and indenture relating to the Company's $255 million
outstanding 9 5/8% Senior Subordinated Notes due 2006 (the "Indenture") contain
covenants that restrict, among other things, the ability of the Company to
dispose of assets, incur or repay debt, create liens, and make certain
investments. In addition, the Senior Credit Facility requires the Company to
maintain specified financial ratios and levels including cash interest coverage,
fixed charge coverage, senior debt and total debt ratios. The ability of the
Company to comply with the foregoing restrictive covenants will depend on its
future performance, which is subject to prevailing economic, financial and
business conditions and other factors beyond the Company's control.

SUBSTANTIAL INDEBTEDNESS OF THE COMPANY

The Company presently has substantial indebtedness (approximately
$529.5 million at August 31, 1997). Additionally, as of August 31, 1997, the
Company had $3.6 million of Class A Preferred Stock, $638 par value per share
(the "Class A Preferred Stock"), outstanding which is entitled to a cumulative
preferential dividend of $364,903 annually. The Company's ratio of total debt
to earnings before interest, taxes, depreciation and amortization (EBITDA) for
the fiscal year ended October 31, 1996 (on a pro forma basis after giving
effect to the Company's acquisitions of FKM Advertising Co., Inc., Outdoor
East, L.P. and Penn Advertising, Inc., and disposition of assets to Universal
Outdoor, Inc.) was 4.96x. A substantial part of the Company's cash flow from
operations will be dedicated to debt service and will not be available for
other purposes. Further, if the Company's net cash provided by operating
activities

were to decrease from present levels, the Company could experience difficulty in
meeting its debt service obligations without additional financing. Furthermore,
the Company may incur additional indebtedness in order to achieve its growth
objectives. There can be no assurance that, in the event the Company were to
require or desire additional financing, such additional financing would be
available or, if available, would be available on favorable terms. In addition,
any such additional financing may require the consent of lenders under the
Senior Credit Facility or holders of other debt of the Company. Certain of the
Company's competitors operate on a less leveraged basis and may have greater
operating and financial flexibility than the Company.

ACQUISITIONCONTINUING TO GROW BY ACQUISITIONS MAY BECOME MORE DIFFICULT AND GROWTH STRATEGY RISKS

The Company's growth has been enhanced materially by strategic
acquisitions thatINVOLVES COSTS
AND UNCERTAINTIES

We have substantially increased the Company'sour inventory of advertising displays. One element of the Company'sdisplays through
acquisitions. Our

6
7

operating strategy is to make
strategic acquisitionsinvolves making purchases in markets in which itwhere we currently
competescompete as well as in new markets. WhileHowever, the Company believes that thefollowing factors may affect
our ability to continue to pursue this strategy effectively.

o The outdoor advertising industry is
highly fragmentedmarket has been consolidating, and that significant acquisition opportunitiesthis may
adversely affect our ability to find suitable candidates for purchase.

o We are available,
there can be no assurance that suitable acquisition candidates can be found, and
the Company isalso likely to face increased competition from other outdoor
advertising companies for available acquisition opportunities. In addition, if the companies or assets we wish to purchase.
Increased competition may lead to higher prices sought by sellers offor outdoor advertising
displays continuecompanies and assets and decrease those we are able to rise, as
management believes may happen, the Company may find fewer acceptable
acquisition opportunities. There can be no assurance that the Companypurchase.

o We do not know if we will have sufficient capital resources to complete acquisitions or be able tomake
purchases, obtain any required consents of its bankfrom our lenders, or that acquisitions can befind
acquisition opportunities with acceptable terms.

o From January 1, 1997 to December 1, 1998, we completed on
terms acceptable to64 transactions
involving the Company. In addition, the Company recently has entered
into the transit advertising business and, while the Company believes that it
will be able to utilize its expertise inpurchase of complementary outdoor advertising to operate this
business, it has had limited experience in transit advertising and there is no
assurance that it will be successful.

Since October 31, 1996,assets, the
Company has completedmost significant of which was the acquisition on October 1, 1998 of
15
complementary businesses. TheOutdoor Communications, Inc. for $385 million. We must integrate these
acquired assets and businesses into our existing operations. This process
of integrating these businesses into the
Company's operationsintegration may result in unforeseen operating difficulties and could require
significant time and attention from our management attention that would otherwise be
available for
the development of the Company'sdirected at developing our existing business. Moreover, there canFurther, we cannot be
no
assurancecertain that the Company will realize anticipated benefits and cost savings or
that anywe anticipate from these
purchases will develop.

COMPETITION FROM LARGER OUTDOOR ADVERTISERS AND OTHER FORMS OF ADVERTISING COULD
HURT OUR PERFORMANCE

We cannot be sure that in the future acquisitionswe will be consummated.

COMPETITION

In addition tocompete successfully against the
current and future sources of outdoor advertising competition and competition
from other forms of media, including
television, radio, newspapers and direct mail advertising, the Company facesmedia. The competitive pressure that we face could adversely affect
our profitability or financial performance. We face competition in its markets from other
outdoor advertising companies, some of which may be larger and better capitalizedfinanced
than the Company. The Companywe are, as well as from other forms of media, including television, radio,
newspapers and direct mail advertising. We must also competescompete with a widean increasing
variety of other out-of-home advertising media the range
and diversity of which have increased substantially over the past several years
tothat include advertising displays
in shopping centers, malls, airports, stadiums, movie theaters and supermarkets,
and on taxis, trains and buses.

The Company
believes that its local orientation, including the maintenance of local offices,
has enabled it to compete successfully in its markets to date. However, there
can be no assurance that the Company will be able to continue to compete
successfully against current and future sources of outdoor advertising
competition and competition from other media or that the competitive pressures
faced by the Company will not adversely affect its profitability or financial
performance. In itsour logo sign business, the Companywe currently facesface competition for state franchisesstate-awarded
service contracts from two other national logo sign providers as well as local companies.
Competition fromInitially, we compete for state-awarded service contracts as they are
privatized. Because these sources is encountered both whencontracts expire after a franchise is first privatized and upon renewal thereafter.limited time, we must compete
to keep our existing contracts each time they are up for renewal.

POTENTIAL LOSSES FROM HURRICANES COULD HURT OUR BUSINESS

A significant portion of the Company'sour structures areis located in the mid-AtlanticMid-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 have caused the Company to incur materialstorms. These losses resultingresulted from structural
damage, overtime compensation, loss of billboards that could not legally be replaced
under applicable laws and reduced occupancy because billboards arewere out of
service.

The Company hasWe have determined that it is not economical to obtain insurance against losses
from hurricanes and other storms. The Company hasInstead, we have developed contingency plans
to deal with the threat of hurricanes, including plans for early removal
ofhurricanes. For example, we attempt to remove the
advertising faces to permiton billboards at the onset of a storm, when possible, which
permits the structures to better 4

withstand high winds and the replacement of suchduring a storm. We then
replace these advertising faces after stormsthe storm has passed. Although we have passed.
As a result of these contingency plans, the Company has
experienced lower levels of losses from recent storms and hurricanes. Structural damage attributable to
Hurricane Andrew in 1992 was less than $500,000, and the Company suffered no
significant structural damage as resulthurricanes because of
hurricanes in 1996. There can be no
assurance, however,our contingency plans, we cannot assure that the Company'sour contingency plans will continue to be
effective.

RISKS IN OBTAINING AND RETAININGeffective in the future.

LOGO SIGN FRANCHISES

Logo sign franchises represent aCONTRACTS ARE SUBJECT TO STATE AWARD AND RENEWAL

A growing portion of the Company'sour revenues and operating income. The Companyincome come from our
state-awarded service contracts for logo signs. We cannot predict the number ofwhat remaining
states, if any, that will initiatestart logo sign programs or convert state-run logo sign
programs to privately operated programs. CompetitionWe compete with many other parties for
new statestate-awarded service contracts for logo sign franchises is intense and, even aftersigns. Even when we are awarded
such a favorablecontract, the award
franchises may be subject to challengechallenged under state contract bidding
requirements, resulting inrequirements. If an award is challenged, we may incur delays and litigation
costs.

In addition, stateGenerally, state-awarded logo sign franchises are generally, withcontracts have a term, including renewal
options, of ten to twenty-year
franchises subject to earlier termination by the state,twenty years. States may terminate a contract early, but in
most cases upon
payment of compensation.must pay compensation to the logo sign

7
8

provider for early termination. Typically, at the end of the term of the
franchise,contract, ownership of the structures is transferred to the state without
compensation to the Company. Although none of the Company's logo sign franchisesprovider. Of our current logo sign contracts, one
is due to terminate in the nextSeptember 1999 and two years, three are subject to renewal, duringone in May
1999 and another in June 2000. We cannot guarantee that period. There can be no assurance that the Companywe will be successful in
obtainingable to
obtain new logo sign franchisescontracts or renewingrenew our existing franchises.
Furthermore, following the receipt by the Company ofcontracts. In addition,
after we receive a new statestate-awarded logo sign
franchise, the Companycontract, we generally incursincur
significant start-up capital
expenditures and there can be no assurancecosts. We cannot guarantee that the Companywe will continue to have
access to the capital necessary to fund such expenditures.

RELIANCE ONfinance those costs.

LOSS OF KEY EXECUTIVES The Company'sCOULD AFFECT OUR OPERATIONS

Our success depends to a significant extent upon the continued services of itsour
executive officers and other key management and sales personnel,
in particularpersonnel. Kevin P.
Reilly, Jr., the Company'sour Chief Executive Officer, the
Company'sour six regional managers and the
manager of itsour logo sign business.business, in particular, are essential to our continued
success. Although the Company believes it haswe have designed our incentive and compensation programs designed to
retain key employees, the Company haswe have no employment contracts with any of itsour employees
and none of itsour executive officers are bound byhave signed non-compete agreements. The Company doesWe do not
maintain key man insurance on itsour executives. The unavailability of the continuing services ofIf any of itsour executive officers
andor other key management and sales personnel stopped working with us in the
future, it could have an adverse effect on the Company'sour business.

CONTROLLING STOCKHOLDER Upon saleCAN CONTROL VOTE TO EXCLUSION OF PURCHASERS OF CLASS A
COMMON STOCK

Purchasers of all the SharesClass A Common Stock offered hereby,under this prospectus will be
minority stockholders. They will have no control over the RFLP,management or
business practices of whichthe company. Kevin P. Reilly, Jr., the Company'sour Chief Executive
Officer, is the managing general partner willof the Reilly Family Limited
Partnership. On the date of this prospectus, this partnership beneficially
ownowns all of the outstanding shares of the Company's common stock (the "Common
Stock") havingClass B Common Stock, which shares
represent approximately 87.5% of the83.3% total voting power of the Common Stock.Stock as of
November 30, 1998. As a result, Mr. Reilly, or his successor as managing
general partner, will effectively be able to controlcontrols the outcome of matters requiring a stockholder vote, includingvote.
These matters include electing directors, adopting or amending certain
provision's of the Company'sour certificate of
incorporation andor by-laws, and
approvingadopting or preventing certain mergers or other
similar transactions, such as a sale of substantially all of our assets. Mr.
Reilly would also decide the Company's assets (includingoutcome of transactions that could give the
holders of the Company'sour Class A Common Stock the opportunity to realize a premium over
the then-prevailing market price for their shares). In
addition, upon sale of all the Shares offered hereby, the Company's officers,
directors and their respective affiliates other than the RFLP, will beneficially
own shares of the Company's Common Stock having approximately 2.1% of the total
voting power of the Company's Common Stock. Therefore, purchasers of the Class A
Common Stock offered hereby will become minority stockholders of the Company and
will be unable to control the management or business policies of the Company.
Moreover,shares.

Further, subject to contractual restrictions and general fiduciary obligations,
the Company iswe are not prohibited from engaging in transactions with its management andor our
principal stockholders or with entities in which such persons are
interested. The Company'smembers of management or our
principal stockholders have an interest. Our certificate of incorporation does
not provide for cumulative voting in the election of directors and,
as a result,consequently, the controlling
stockholdersReilly Family Limited Partnership can elect all the directors if they so choose.

10directors.

CERTAIN ANTI-TAKEOVER PROVISIONS MAY MAKE IT HARDER TO SELL THE COMPANY OR
AFFECT THE MARKET PRICE OF CLASS A COMMON STOCK

Certain provisions of the Company'sour certificate of incorporation and by-laws may
have the effect of discouragingdiscourage a third party from making an
acquisition proposal foroffering to purchase the Company and thereby inhibitingcompany. These
provisions, therefore, inhibit actions that would result in a change in control
of the Company in circumstances thatcompany. Some of these actions could give the holders of the Class A
Common Stock the opportunity to realize a premium over the then-prevailing
market price of suchtheir stock.

SuchThese provisions may also adversely affect the market price of the Class A
Common Stock. For example, the Company'sunder our certificate of incorporation authorizes the issuance ofwe can issue
"blank check" preferred stock (the
"Preferred Stock") with such designations, rights and preferences as
may be
determinedour board of directors determines from time to time by the Boardtime. If it is issued, this type
of Directors. In the event of
issuance, such Preferred Stockpreferred stock could be utilized, under certain circumstances,used as a method of discouraging, delaying or
preventing a change in control of the company. In addition, the issuance of Preferred Stockif we issue
preferred stock, it may adversely affect the voting and dividend rights, rights
upon liquidation and other rights of the holders of Common Stock (including the purchasers of Class A Common Stock
hereby). Although the company has no present intentionStock. We do
not currently intend to issue any shares of such Preferred Stock, the Company retainsthis type of preferred stock, but we
retain the right to do so in the future.

Furthermore, the Company iswe are subject to Section 203 of the Delaware General Corporation
Law.Law, which may discourage takeover attempts. The existence of this provision, as well asReilly Family Limited
Partnership, furthermore, has the control of the
Company by the RFLP, would be expectedvoting power to have an anti-takeover effect,
including possibly discouragingapprove or reject any
takeover attempts that might result in a premium
over the market price for the shares of Class A Common Stock.

VOLATILITY OFproposal.

8
9

CHANGES IN OUR STOCK PRICE COULD EXPOSE YOUR INVESTMENT TO LOSS

From time to time, there may be significant volatility in the market price for the Class A Common Stock may change
dramatically. These changes could occur at any time and could lead to the loss
of the Company. Quarterlya significant amount of your investment.

Our quarterly operating results, of the Company, changes in earningsearning estimates by analysts,
changes in general conditions in the Company'sour industry, orin the economy, orin the financial
markets or other developments affecting the Companythat affect us, could cause the market price of
the Class A Common Stock to fluctuate substantially.

In addition,Fluctuations in recent years
the market price of the Class A Common Stock may also occur
because we have some degree of seasonality in our earnings and operating
results. Typically, we experience our strongest financial performance in the
summer and our lowest in the winter. We expect this trend to continue in the
future. Because a significant portion of our expenses is fixed, a decrease in
revenues in any quarter will likely produce a period to period decline in our
operating performance and net earnings.

The stock market has also experienced significant price and volume fluctuations.fluctuations
in recent years. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to their operating
performance.

ABSENCE OF DIVIDENDS9
10

SELLING STOCKHOLDERS

The Company does not anticipate paying dividends on its Common Stock inselling stockholders were stockholders of Mountaineer Outdoor Sign,
Inc., which we recently acquired. We issued the foreseeable future. In addition, as stated above, the Senior Credit
Facility and the Indenture each place limitations on the Company's abilityshares covered by this
prospectus to pay dividends and make other distributions on its Common Stock, and the
Company's Class A Preferred Stock is entitled to preferential dividends before
any dividends may be paid on the Common Stock.

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Shares.

SELLING STOCKHOLDER

The RFLP is a family limited partnership which owns all of the
outstanding Class B Common Stock. The Shares offered hereby were contributed to
the RFLP by partners in the RFLPthem in connection with the formation ofacquisition and agreed to register the
RFLP in
December 1994.shares. The following table provides share ownership data forsets forth the RFLP as
of July 31, 1997:

BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING AFTER OFFERING(2)
------------------------------------------------ --------------------------------------------------
Percent of Percent of
Number Outstanding Number Outstanding
Class(1) Of Shares Shares(1) Class(1) Of Shares Shares(1)
------------ ---------- ----------- ------------ ---------- -----------

Common Stock 13,716,387 43.8% Common Stock 12,916,387 41.2%

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

(1) Upon the sale of any shares of Class B Common Stock to individualsname and
entities other than a limited number of members of the Reilly family, such
shares automatically convert into shares of Class A
Common Stock. The
amounts shown under "PercentStock owned by each selling stockholder, all of Outstanding Shares" assumewhich may be offered by
this prospectus. Neither of the conversionselling stockholders has held any position or
office with, been employed by or otherwise had a material relationship with,
Lamar or any of allour predecessors or affiliates since January 1, 1995, other than
as a stockholder. As of November 30, 1998, there were approximately 36,181,772
million shares of Class B Common Stock intoLamar Class A Common Stock.

(2) Assumes all 800,000Stock outstanding. The total number of
shares are sold, and no purchasesissued in connection with the acquisition which may be offered by this
prospectus represents less than 1% of that number:

Number of Shares Owned as
of December 2, 1998, all of which
Name of Selling Stockholder are being offered hereby
--------------------------------- ---------------------------------

Oshel B. Craigo 36,442
Thomas Susman 26,563

Any person who receives shares from a selling stockholder as a gift or
sales by the
Company were or are made between July 31, 1997 and the completionin connection with a pledge may sell up to 500 of such sales.

All of the Shares offered hereby are being offered by the RFLP. Kevin P.
Reilly, Jr., the Chairman, President and Chief Executive Officer of the Company,
is the managing general partner of the RFLP and Mr. Reilly's three siblings,
Anna Reilly Cullinan, Sean E. Reilly and Wendell S. Reilly are the other general
partners of the RFLP. Sean Reilly is Director of Mergers & Acquisitions and Real
Estate of the Company.

As managing general partner, Kevin Reilly has the ability to vote all
shares of the Company's stock owned by the RFLP and, with the approval of the
partners owning a majority of the general partner interests, to dispose of such
shares. Kevin Reilly and his three siblings each hold equal general partner
interests. If all of the Shares are sold, the RFLP will have approximately 87.5%
of the total voting power of the Common Stock.using this
prospectus.

PLAN OF DISTRIBUTION

The Shares will be offeredselling stockholders may offer the shares of Class A Common Stock
covered by this prospectus from time to time in transactions in the
over-the-counter market, on any exchange where the Class A Common Stock is then
listed, with broker-dealers or through BT Alex. Brown Incorporated, as
Placement Agent, who may act as agent,third-parties other than in the over-the-counter
market or who may acquire Shares as principal.
The distribution of the Shares through BT Alex. Brown Incorporated may be
effectedon an exchange (including in oneblock sales), in connection with short
sales, in connection with writing call options or morein other hedging arrangements,
or in transactions that may take place on Nasdaq, including
block trades or ordinary broker's transactions, or through privately negotiated
transactions or sales to one or more brokers or dealers for resaleinvolving a combination of such securities as principals, or otherwisemethods.

The selling stockholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at negotiatedfixed prices.

Usual and customaryThe selling stockholders may use dealers, agents or specifically negotiated brokerage feesunderwriters to
sell their shares. Underwriters may use dealers to sell such shares. If this
happens, the dealers, agents or underwriters may receive compensation in the
form of discounts or commissions mayfrom the selling stockholders, purchasers of
shares or both (which compensation to a particular broker might be paid by the Selling Stockholder in connection with such
sales. In connection with such sales, the Selling Stockholderexcess of
customary compensation).

The selling stockholder and any participating brokersdealers, agents or dealersunderwriters that
participate with the selling stockholder in the distribution of the shares may
be deemed to be "underwriters" as such term is defined in the Securities Act and theof
1933. Any commissions paid or any discounts or concessions allowed to any of such
underwriters, brokers, dealers or agents, in addition topersons, and any profits received on the resale of the Shares if any such underwriters, brokers,
dealers or agents should purchase any Shares as a principal,shares of Class A Common
Stock offered by this prospectus, may be deemed to be underwriting discountscommissions
or commissions under the Securities Act.

The Selling Stockholder has agreed to bear all normal and reasonable costs
(other than costs, fees, discounts or expenses of underwriters) in connection
with the registration of the Shares under the Securities Act of 1933.

To the extent required, we will amend or supplement this prospectus to
disclose material arrangements regarding the plan of distribution.

To comply with the securities laws of certain jurisdictions, the shares
offered by this prospectus may need to be offered or sold in such jurisdictions
only through registered or licensed brokers or dealers.

Under applicable rules and regulations under the Securities Exchange
Act of 1934, any person engaged in a distribution of the shares of Class A
Common Stock covered by this prospectus may be limited in its ability to engage
in market activities with respect to such shares. The selling stockholder, for
saleexample, will be subject to applicable provisions of the Securities Exchange Act
of 1934 and the rules and regulations under it, which

10
11

provisions may limit the timing of purchases and sales of any shares of Class A
Common Stock by the Selling Stockholder, compliance with applicable state securities or Blue Sky
laws, and listingselling stockholder. The foregoing may affect the
Shares on Nasdaq, estimated to be $20,000 inmarketability of the aggregate.

The Company hasshares offered by this prospectus.

We have agreed to indemnifypay certain expenses of the Selling Stockholderoffering and BT Alex.
Brown Incorporated from certain damages or liabilities arising outissuance of
or based
upon any untrue statement of a material fact contained in, or material omission
from, the Registration Statement, except toshares covered by this prospectus, including the extent such untrue statement or
omission was made inprinting, legal and
accounting expenses we incur and the Registration Statement in reliance upon written
information furnishedregistration and filing fees imposed by the
Selling Stockholder. BT Alex. Brown Incorporated
may haveSEC or the Nasdaq National Market. We will not pay brokerage commissions or
taxes associated with sales by the selling stockholders or any legal, accounting
and other business relationships with the Company and its affiliates in
the ordinary course of business.

LEGAL MATTERS

The validityexpenses of the Shares offered hereby have been passed upon for the
Company byselling stockholders.

LEGAL MATTERS

Palmer & Dodge LLP, Boston, Massachusetts.Massachusetts, counsel to Lamar, is giving
Lamar an opinion on the validity of the shares covered by this prospectus.

EXPERTS

The consolidated financial statements and schedule of theLamar Advertising
Company and Subsidiaries as of October 31, 1996 and 1995December 31, 1997, and for
each of the years in the three-year period ended October 31, 1995 and 1996, the two months ended December 31,
1996, and the year ended December 31, 1997, 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 Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of saidsuch firm as experts in accounting and
auditing.

The consolidated financialbalance sheets of Outdoor Communications, Inc. and
subsidiaries as of June 30, 1998 and 1997 and the related statements of
Penn Advertising,operations, stockholders' deficit and cash flows of Outdoor Communications, Inc.
asfor the years ended June 30, 1998 and 1997, and the period from April 4, 1996
through June 30, 1996, the consolidated statements of December 31,operations, stockholders'
deficit and cash flows of OCI Corp. of Michigan and subsidiaries (predecessor to
Outdoor Communications, Inc.) for the period from August 1, 1995 through April
3, 1996, and 1995the consolidated statements of operations, stockholders' deficit
and for eachcash flows of the three years inMass Communications Corp. and subsidiary (predecessor to
Outdoor Communications, Inc.) for the period ended
December 31,from September 1, 1995 through
April 3 1996, included in the Company's Form 8-K/A filed with the
Commission on June 13, 1997 andall of which have been incorporated by reference in this
Prospectus,prospectus and in the Registration Statement, have been incorporated hereinby
reference in this prospectus and in the Registration Statement in reliance onupon
the reportreports of Philip R. Friedman &
Associates,KPMG Peat Marwick LLP, independent certified public accountants,
given onincorporated by reference herein, and upon the authority of such firm as experts
in accounting and auditing.

8The consolidated balance sheets of Penn Advertising, Inc. and
subsidiaries as of December 31, 1996 and 1995 and the related consolidated
statements of income and accumulated deficit and cash flows for the years then
ended have been incorporated by reference herein and in the Registration
Statement in reliance upon the report of Philip R. Friedman & Associates,
independent certified public accountants, incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing.

The statement of assets acquired and liabilities assumed of National
Advertising Company - Lamar Acquisition as of August 14, 1997, and the related
statement of revenues and expenses for the years ended December 31, 1996 and
1995, incorporated by reference in this prospectus, have been incorporated
herein in reliance on the report of PricewaterhouseCoopers LLP (Coopers &
Lybrand L.L.P. prior to its July 1, 1998 merger with Price Waterhouse LLP),
independent accountants, given on the authority of that firm as experts in
accounting and auditing.

11
1312

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Expenses in connection with the offering of the Sharesshares of Lamar Class A
Common Stock registered under this Registration Statement will be borne by the
Selling Stockholderregistrant and are estimated as follows:

SEC Registration Fee.................................Fee ....... $ 6,463500
Legal fees and expenses..............................expenses .... $10,000
Miscellaneous expenses............................... $ 3,537expenses ..... $25,000
-------
Total........................................... $20,000Total.................... $35,500
=======

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law grants the
registrant 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
the registrant, or is or was serving at the request of the registrant 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 the registrant, and with respect 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 the registrant where the
person involved is adjudged to be liable to the registrant except to the extent
approved by a court.

The registrant'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
the registrant 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 judgement or the shareholders or directors
of the registrant has not acted, with willful or intentional misconduct. The
indemnification provided for in the registrant's By-laws is expressly not
exclusive of any other rights to which those seeking indemnification may be
entitled as a matter of law.

The registrant's Certificate of Incorporation (the "Certificate")
provides that directors of the registrant will not be personally liable to the
Companyregistrant 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 the registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, relating to
prohibited dividends or distributions or the repurchase or redemption of stock,
or (iv) for any transaction from which the director derives an improper personal
benefit.

ITEM 16. EXHIBITS

See Exhibit Index immediately following the signature page hereof.

II-1

1413

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 and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 of 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

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

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

(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.

(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 II-2

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

II-2

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.

II-3

1615

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on September 5, 1997.December 2,
1998.

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 each of Kevin P. Reilly, Jr. and Keith
A. Istre our true and lawful attorneys, with full power to them in any and all
capacities, 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, as amended,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities indicated on September 5, 1997.December 2, 1998.

SIGNATURE TITLE
- --------- -----

/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal Executive Officer
- ----------------------------------------------------------
Kevin P. Reilly, Jr.

/s/ Keith A. Istre* Director and Principal Financial and Accounting Officer
- ----------------------------------------------------------
Keith A. Istre

* Director
- -------------------------
Dudley W. Coates

/s/---------------------------------
Charles W. Lamar

III* Director
- -------------------------
Charles W. Lamar, III

/s/---------------------------------
Gerald H. Marchand

Director
- -------------------------
Gerald H. Marchand---------------------------------
Jack S. Rome, Jr.

Director
- -------------------------
Jack S. Rome, Jr.

Director
- --------------------------------------------------------------
William R. Schmidt

/s/* Director
- ---------------------------------
T. Everett Stewart, Jr.

Director
- -----------------------------
T. Everett Stewart,* By: /s/ Kevin P. Reilly, Jr.
----------------------------
Kevin P. Reilly, Jr.
Attorney-in-Fact

1816

EXHIBIT INDEX

EXHIBIT
SEQUENTIAL
NO. DESCRIPTIONExhibit
Sequential
No. Description
- ---------- -----------

4.1 Amended and Restated Certificate of Incorporation of the
Registrant. Previously filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (File No.
333-05479), and incorporated herein by reference.

4.2 By-Laws of the Registrant, as amended. Previously filed as
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1 (File No. 333-05479), and incorporated herein by
reference.

5.1 Opinion of Palmer & Dodge LLP. Filed herewith.Previously filed.

23.1 Consent of Palmer & Dodge LLP (contained in Exhibit 5.1).
Previously filed.

23.2 Consent of KPMG Peat Marwick LLP, independent accountantsauditors of
Lamar Advertising Company. Filed herewith.

23.223.3 Consent of KPMG Peat Marwick LLP, independent auditors of
Outdoor Communications, Inc., Mass Communications Corp. and
OCI Corp. of Michigan. Filed herewith.

23.4 Consent of Philip R. Friedman & Associates, independent
accountants of Penn Advertising, Inc. Filed herewith.

23.223.5 Consent of Palmer & DodgePricewaterhouseCoopers LLP, (contained in Exhibit 5.1).independent accountants
of National Advertising Company - Lamar Acquisition. Filed
herewith.

24.1 Power of Attorney (included on the signature page of this Registration Statement).Attorney. Previously filed.