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                                                                   EXHIBIT 3.137
                               State of Delaware
                                                       
                                                                          PAGE 1
     
                        Office of the Secretary of State

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

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "TRANSIT AMERICA HOLDINGS, L.L.C.", CHANGING ITS NAME FROM "TRANSIT AMERICA
HOLDINGS, L.L.C." TO "TRIUMPH OUTDOOR HOLDINGS, LLC", FILED IN THIS OFFICE ON
THE EIGHTH DAY OF APRIL, A.D. 1998, AT 9 O'CLOCK A.M. 



                                     [SEAL]

                                            /s/ EDWARD J. FREEL
                                            ------------------------------------
                                            Edward J. Freel, Secretary of State

                                                  AUTHENTICATION:       9020024
                                                            DATE:       04-09-98
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                            CERTIFICATE OF AMENDMENT
                                       OF
                        TRANSIT AMERICA HOLDINGS, L.L.C.



1.  The name of the limited liability company is Transit America Holdings,
    L.L.C.

2.  The Certificate of Formation of the limited liability company is hereby
    amended as follows:

    "1.  The name of the limited liability company is
     
     Triumph Outdoor Holdings, L.L.C."

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Transit America Holdings, L.L.C. this 7th day of April, 1998.


                                       By: Triumph Municipal Outdoor, L.L.C.,
                                           its Managing Member
                                       By: Triumph Outdoor, L.L.C.,
                                           its Managing Member
                                       By: Triumph Holdings, L.L.C.,
                                           its Managing Member



                                       By: /s/ Bruce A. Friedman
                                           -------------------------------------
                                           Bruce A. Friedman,
                                           its Managing Member
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                             OFFICER'S CERTIFICATE



     I, Bruce A. Friedman, do hereby certify that I am the Principal Manager of
Triumph Municipal Outdoor, LLC, which is the Managing Member of Transit America
Holdings, LLC, a Delaware limited liability company (the "Company"), and do
hereby further certify, as required by the Secretary of State of the State of
Nevada, that: (i) the Company has changed its name to "Triumph Outdoor
Holdings, LLC", and (ii) the attached Certificate of Amendment to the
Certificate of Formation of the Company dated as of April 7, 1998 is a true and
correct copy of the name change.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal as of this ____
day of July, 1998.


                                             TRANSIT AMERICA HOLDINGS, LLC
                                             By: Triumph Municipal Outdoor, LLC,
                                                 its Managing Member



                                                 By: /s/ BRUCE A. FRIEDMAN
                                                     ---------------------------
                                                     Bruce A. Friedman,
                                                     its Principal Manager      
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                           CERTIFICATE OF FORMATION

                                       OF

                        TRANSIT AMERICA HOLDINGS, L.L.C.

        1. The name of the limited liability company is Transit America 
Holdings, L.L.C.

        2. The address of its registered office in the State of Delaware is
United Corporate Services, Inc., 15 East North Street, Dover, Kent County,
Delaware, 19901. The name of its registered agent at such address is United
Corporate Services, Inc.

        3. This Certificate of Formation shall be effective upon filing.

        IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Formation of Transit America Holdings, L.L.C. as of this 11th day of February,
1998.

                                        /s/ Alexander B. Canate
                                        --------------------------------
                                        Alexander B. Canate
                                        Organizer