AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 2003.

                                                     REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-4
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               LAMAR MEDIA CORP.
             (Exact Name of Registrant as Specified in Its Charter)

<Table>
                                                                    
              DELAWARE                               7311                              72-1205791
  (State or Other Jurisdiction of        (Primary Standard Industrial               (I.R.S. Employer
   Incorporation or Organization)            Classification Code)                 Identification No.)
</Table>

                            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.
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               LAMAR MEDIA CORP.
                            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 COPIES TO:
                              GEORGE TICKNOR, ESQ.
                               PALMER & DODGE LLP
                             111 HUNTINGTON AVENUE
                        BOSTON, MASSACHUSETTS 02199-7613
                                 (617) 239-0100
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon
as practicable after this registration statement becomes effective.
     If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.  [ ]

     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 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(d)
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.  [ ]

                        CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                   PROPOSED MAXIMUM            PROPOSED             AMOUNT OF
         TITLE OF EACH CLASS OF               AMOUNT TO BE          OFFERING PRICE        MAXIMUM AGGREGATE       REGISTRATION
       SECURITIES TO BE REGISTERED             REGISTERED            PER UNIT(1)          OFFERING PRICE(1)          FEE(1)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
7 1/4% Senior Subordinated Notes due
  2013...................................     $125,000,000               100%                $125,000,000          $10,112.50
- ---------------------------------------------------------------------------------------------------------------------------------
Guarantees of 7 1/4% Senior Subordinated
  Notes due 2013(2)......................          N/A                   N/A                     N/A                   N/A
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>

(1) This registration fee has been calculated pursuant to Rule 457(f)(2) under
    the Securities Act of 1933, as amended.

(2) No separate consideration will be received for the guarantees, and no
    separate fee is payable, pursuant to Rule 457(n) under the Securities Act of
    1933, as amended.

     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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                        TABLE OF ADDITIONAL REGISTRANTS

<Table>
<Caption>
                                                      STATE OR OTHER JURISDICTION      IRS EMPLOYER
                                                          OF INCORPORATION OR         IDENTIFICATION
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER         ORGANIZATION                 NUMBER
- ----------------------------------------------------  ---------------------------   -------------------
                                                                              
American Signs, Inc. ...............................        Washington                  91-1642046
Canadian TODS Limited...............................    Nova Scotia, Canada                 N/A
Colorado Logos, Inc. ...............................         Colorado                   84-1480715
Delaware Logos, L.L.C. .............................         Delaware                   51-0392715
Florida Logos, Inc. ................................          Florida                   65-0671887
Georgia Logos, L.L.C. ..............................          Georgia                   72-1469485
Hardin Development Corporation......................          Florida                   59-3194679
Interstate Logos, L.L.C. ...........................         Louisiana                  72-1490893
Kansas Logos, Inc. .................................          Kansas                    48-1187701
Kentucky Logos, LLC.................................         Kentucky                   62-1839054
Lamar Advan, Inc. ..................................       Pennsylvania                 25-1736076
Lamar Advantage GP Company, LLC.....................         Delaware                   72-1490891
Lamar Advantage Holding Company.....................         Delaware                   76-0619569
Lamar Advantage LP Company, LLC.....................         Delaware                   76-0637519
Lamar Advantage Outdoor Company, L.P. ..............         Delaware                   74-2841299
Lamar Advertising of Colorado Springs, Inc. ........         Colorado                   72-0931093
Lamar Advertising of Kentucky, Inc. ................         Kentucky                   61-1306385
Lamar Advertising of Louisiana, L.L.C. .............         Louisiana                  72-1462297
Lamar Advertising of Michigan, Inc. ................         Michigan                   38-3376495
Lamar Advertising of Oklahoma, Inc. ................         Oklahoma                   73-1178474
Lamar Advertising of Penn, LLC......................         Delaware                   72-1462301
Lamar Advertising of South Dakota, Inc. ............       South Dakota                 46-0446615
Lamar Advertising of Youngstown, Inc. ..............         Delaware                   23-2669670
Lamar Advertising Southwest, Inc. ..................          Nevada                    85-0113644
Lamar Air, L.L.C. ..................................         Louisiana                  72-1277136
Lamar Benches, Inc. ................................         Oklahoma                   73-1524386
Lamar Central Outdoor, Inc. ........................         Delaware                   76-0637519
Lamar DOA Tennessee Holdings, Inc. .................         Delaware                   41-1991164
Lamar DOA Tennessee, Inc. ..........................         Delaware                   41-1882464
Lamar Electrical, Inc. .............................         Louisiana                  72-1392115
Lamar Florida, Inc. ................................          Florida                   72-1467178
Lamar I-40 West, Inc. ..............................         Oklahoma                   73-1498886
Lamar OCI North Corporation.........................         Delaware                   38-2885263
Lamar OCI South Corporation.........................        Mississippi                 64-0520092
Lamar Ohio Outdoor Holding Corp. ...................           Ohio                     34-1597561
Lamar Oklahoma Holding Company, Inc. ...............         Oklahoma                   73-1474290
Lamar Pensacola Transit, Inc. ......................          Florida                   59-3391978
Lamar Pinnacle Acquisition Co. .....................          Georgia                   02-0667329
Lamar T.T.R., L.L.C. ...............................          Arizona                   86-0928767
Lamar Tennessee, L.L.C. ............................         Tennessee                  72-1309007
Lamar Texas General Partner, Inc. ..................         Louisiana                  72-1309003
Lamar Texas Limited Partnership.....................           Texas                    72-1309005
Lamar Transit Advertising of New Orleans, LLC.......         Delaware                   52-2122268
LC Billboard L.L.C. ................................         Delaware                   63-1692342
</Table>


<Table>
<Caption>
                                                      STATE OR OTHER JURISDICTION      IRS EMPLOYER
                                                          OF INCORPORATION OR         IDENTIFICATION
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER         ORGANIZATION                 NUMBER
- ----------------------------------------------------  ---------------------------   -------------------
                                                                              
Maine Logos, L.L.C. ................................           Maine                    72-1492985
Michigan Logos, Inc. ...............................         Michigan                   38-3071362
Minnesota Logos, Inc. ..............................         Minnesota                  41-1800355
Mississippi Logos, L.L.C. ..........................        Mississippi                 72-1469487
Missouri Logos, LLC.................................         Missouri                   72-1485587
Nebraska Logos, Inc. ...............................         Nebraska                   72-1137877
Nevada Logos, Inc. .................................          Nevada                    88-0373108
New Jersey Logos, L.L.C. ...........................        New Jersey                  72-1469048
New Mexico Logos, Inc. .............................        New Mexico                  85-0446801
Ohio Logos, Inc. ...................................           Ohio                     72-1148212
Oklahoma Logos, L.L.C. .............................         Oklahoma                   72-1469103
Outdoor Marketing Systems, Inc. ....................       Pennsylvania                 23-2659279
Outdoor Marketing Systems, LLC......................       Pennsylvania                 23-2659279
Outdoor Promotions West, LLC........................         Delaware                   22-3598746
Parsons Development Company.........................          Florida                   59-3500218
Revolution Outdoor Advertising, Inc. ...............          Florida                   59-3418650
South Carolina Logos, Inc. .........................      South Carolina                58-2152628
Stokely Ad Agency, L.L.C. ..........................         Oklahoma               application pending
Tennessee Logos, Inc. ..............................         Tennessee                  62-1649765
Texas Logos, L.P. ..................................           Texas                    72-1490894
The Lamar Company, L.L.C. ..........................         Louisiana                  72-1462298
TLC Properties II, Inc. ............................           Texas                    72-1336624
TLC Properties, Inc. ...............................         Louisiana                  72-0640751
TLC Properties, L.L.C. .............................         Louisiana                  72-1417495
Trans West Outdoor Advertising, Inc. ...............        California                  33-0825978
Transit America Las Vegas, L.L.C. ..................         Delaware                   88-0386243
Triumph Outdoor Holdings, LLC.......................         Delaware                   13-3990438
Triumph Outdoor Rhode Island, LLC...................         Delaware                   05-0500914
Utah Logos, Inc. ...................................           Utah                     72-1148211
Virginia Logos, LLC.................................         Virginia                   62-1839208
Washington Logos, L.L.C. ...........................        Washington                  73-1648809
</Table>


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

                   SUBJECT TO COMPLETION DATED JULY 29, 2003

PROSPECTUS

                               Lamar Media Corp.
                               OFFER TO EXCHANGE
             $125,000,000 7 1/4% Senior Subordinated Notes due 2013
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

                          FOR $125,000,000 OUTSTANDING
       7 1/4% Senior Subordinated Notes due 2013 issued on June 12, 2003
                       WHICH HAVE NOT BEEN SO REGISTERED

     We refer to the registered notes as the exchange notes and to all
outstanding $125,000,000 7 1/4% Senior Subordinated Notes due 2013 issued on
June 12, 2003 as the original notes. The original notes constitute a further
issuance of, and form a single series with, the 7 1/4% Senior Subordinated Notes
due 2013 that we issued on December 23, 2002 in the aggregate principal amount
of $260,000,000. The 7 1/4% notes issued in December 2002 were subject to an
earlier exchange offer, which closed on May 7, 2003. The exchange offer
described herein applies only to the $125,000,000 aggregate principal amount of
notes issued on June 12, 2003.

     - The exchange offer expires at 5:00 p.m., New York City time, on
                 , 2003, unless we extend the offer.

     - The terms of the exchange notes to be issued in the exchange offer are
       substantially identical to the terms of the original notes, except that
       the exchange notes are registered under the Securities Act of 1933 and
       the transfer restrictions and the registration rights applicable to the
       original notes generally do not apply to the exchange notes.

     - The exchange notes will be senior to no currently outstanding debt
       obligations, but will rank senior to any subordinated debt that we incur
       in the future.

     - The original notes are, and the exchange notes will be, unconditionally
       guaranteed on a joint and several basis by substantially all of our
       existing and future subsidiaries.

     - All original notes that are validly tendered and not validly withdrawn
       will be exchanged.

     - Tenders of original notes may be withdrawn at any time prior to the
       expiration of the exchange offer.

     - We do not intend to apply for listing of the exchange notes on any
       securities exchange or to arrange for them to be quoted on any quotation
       system.

     - The exchange offer is subject to customary conditions, including the
       condition that the exchange offer not violate applicable law or any
       applicable interpretation of the staff of the Securities and Exchange
       Commission.

     - We will not receive any proceeds from the exchange offer.

     - This prospectus and the letter of transmittal are first being mailed to
       all holders of the original notes on           , 2003.

     INVESTING IN THE EXCHANGE NOTES INVOLVES RISKS.   SEE "RISK FACTORS"
BEGINNING ON PAGE 7.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

     The exchange offer is not being made, nor will we accept surrender or
exchange from holders of original notes, in any jurisdiction in which the
exchange offer or the acceptance thereof would not be in compliance with the
securities or "blue sky" laws of such jurisdiction.

                The date of this prospectus is           , 2003.


                               TABLE OF CONTENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
                                                           
Prospectus Summary..........................................    1
Risk Factors................................................    7
Statements Regarding Forward-Looking Information............   14
Use of Proceeds.............................................   14
Capitalization..............................................   15
Selected Historical Consolidated Financial Data.............   16
Management's Discussion and Analysis of Financial Condition
  and Results of Operations.................................   18
Business....................................................   28
Management..................................................   34
Principal Stockholders......................................   38
Certain Relationships and Related Transactions..............   41
Ratio of Earnings to Fixed Charges..........................   42
The Exchange Offer..........................................   42
Description of Material Indebtedness........................   50
Description of the Exchange Notes...........................   54
Exchange Offer and Registration Rights Agreement............   75
Book-Entry Settlement and Clearance.........................   76
Material U.S. Federal tax considerations....................   78
Plan of Distribution........................................   83
Legal Matters...............................................   84
Experts.....................................................   84
Available Information.......................................   84
Index to Consolidated Financial Statements..................  F-1
</Table>

     Lamar Media Corp. is a Delaware corporation. Our principal executive
offices are located at 5551 Corporate Blvd., Baton Rouge, LA 70808 and our
telephone number at that address is (225) 926-1000. Lamar Media Corp. is a
wholly owned subsidiary of Lamar Advertising Company. Our parent's web site is
located at http://www.lamar.com. The information on the web site is not part of
this prospectus.

     In this prospectus, unless otherwise defined, "Lamar Media," "we," "us" and
"our" refer to Lamar Media Corp. and its subsidiaries. Lamar Advertising Company
is referred to herein as "Lamar Advertising."

     No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You
should not rely on any unauthorized information or representations. This
prospectus is an offer to exchange only the notes offered by this prospectus,
and only under the circumstances and in those jurisdictions where it is lawful
to do so. The information contained in this prospectus is current only as of its
date.

                                        i


                               PROSPECTUS SUMMARY

     This summary contains basic information that is important to you in
deciding whether to participate in the exchange offer. You should read this
entire prospectus carefully, including the "Risk Factors" contained herein.

LAMAR MEDIA CORP.

     We are one of the largest outdoor advertising companies in the United
States based on number of displays and have operated under the Lamar name since
1902. As of June 30, 2003, we owned and operated approximately 148,000 billboard
advertising displays in 43 states, operated over 97,000 logo sign displays in 21
states and the province of Ontario, Canada, and operated approximately 13,000
transit advertising displays in 15 states.

     The three principal areas that make up our business are:

     - Billboard advertising.  We offer our customers a fully integrated
       service, covering their billboard display requirements from ad copy
       production to placement and maintenance. Our billboard advertising
       displays are comprised of bulletins and posters. As a result of their
       greater impact and higher cost, bulletins are usually located on major
       highways. Posters are usually concentrated on major traffic arteries or
       on city streets to target pedestrian traffic.

     - Logo signs.  We are the largest provider of logo sign services in the
       United States, operating 21 of the 26 privatized state logo sign
       contracts. Logo signs are erected near highway exits to direct motor
       traffic to service and tourist attractions, as well as to advertise gas,
       food, camping and lodging.

     - Transit advertising.  We provide transit advertising in 40 transit
       markets. Transit displays appear on the exterior or interior of public
       transportation vehicles or stations, such as buses, trains, commuter
       rail, subways, platforms and terminals.

     Our business has grown rapidly through a combination of internal growth and
acquisitions. Our growth has been enhanced by strategic acquisitions that
resulted in increased operating efficiencies, greater geographic diversification
and increased market penetration. Historically, we have focused on small to mid-
sized markets where we have pursued acquisition opportunities in order to
establish a leadership position. Since January 1, 1997, we have successfully
completed over 490 acquisitions of outdoor advertising businesses and assets.
Our acquisitions have expanded our operations in major markets. We currently
have a presence in 24 of the top 50 outdoor advertising markets in the United
States. Our large national footprint gives us the ability to offer cross-market
advertising opportunities to both our local and national advertising customers.

RECENT DEVELOPMENTS

     On March 7, 2003 we replaced our then existing bank credit facility with a
new bank credit facility. The new bank credit facility is comprised of a $225.0
million revolving bank credit facility and a $975.0 million term facility. The
new bank credit facility also includes a $500.0 million incremental facility,
which permits us to request that our lenders enter into commitments to make
additional term loans to us, up to a maximum aggregate amount of $500 million.
The lenders have no obligation to make additional term loans to us under the
incremental facility, but may enter into such commitments in their sole
discretion.

     On June 28, 2003, we redeemed $100.0 million in principal amount of our
8 5/8% Senior Subordinated Notes due 2007 for a redemption price equal to
104.313% of the principal amount plus accrued interest through June 27, 2003 of
approximately $2.5 million for a total redemption price of approximately $106.8
million. We will record a loss on the extinguishment of debt of approximately
$5.8 million in the second quarter of 2003. Approximately $100.0 million in
aggregate principal amount of our 8 5/8% notes remains outstanding following
this redemption.

                                        1


ORGANIZATIONAL CHART

     The following summary organizational chart describes the basic corporate
structure of Lamar.

[Flow Chart]
- ---------------
* All subsidiaries are wholly owned, except for the only subsidiary that is not
  a guarantor of the notes -- Missouri Logos, a Partnership.

                                        2


                         SUMMARY OF THE EXCHANGE OFFER

     On June 12, 2003, we completed a private offering of $125,000,000 aggregate
principal amount of 7 1/4% Senior Subordinated Notes due 2013. In connection
with the offering of those original notes, we entered into a registration rights
agreement with the initial purchasers of those original notes in which we agreed
to deliver this prospectus to you and to complete an exchange offer for those
original notes. Below is a summary of the exchange offer.

EXCHANGE OFFER................   We are offering to exchange an aggregate of
                                 $125,000,000 principal amount of exchange notes
                                 for an aggregate of $125,000,000 principal
                                 amount of original notes. The original notes
                                 may be exchanged only in multiples of $1,000.

EXPIRATION DATE...............   This exchange offer will expire at 5:00 p.m.,
                                 New York City time, on           , 2003, unless
                                 we extend the offer.

PROCEDURES FOR TENDERING
ORIGINAL NOTES................   The procedures for exchanging original notes
                                 involve notifying the exchange agent before the
                                 expiration date of the exchange offer of your
                                 intention to do so. The procedures for properly
                                 providing notice are described on page 44 of
                                 this prospectus under the heading "The Exchange
                                 Offer -- Exchange offer procedures -- How to
                                 tender."

ACCEPTANCE OF ORIGINAL NOTES
AND DELIVERY OF EXCHANGE
NOTES.........................   We will accept any original notes that are
                                 properly tendered for exchange before 5:00
                                 p.m., New York City time, on the day this
                                 exchange offer expires. The exchange notes will
                                 be delivered promptly after expiration of this
                                 exchange offer.

EXCHANGE DATE.................   We will notify the exchange agent of the date
                                 of acceptance of the original notes for
                                 exchange.

WITHDRAWAL RIGHTS.............   If you tender your original notes for exchange
                                 in this exchange offer and later wish to
                                 withdraw them, you may do so at any time before
                                 5:00 p.m., New York City time, on the day this
                                 exchange offer expires.

EFFECT ON HOLDERS OF ORIGINAL
NOTES.........................   Any original notes that remain outstanding
                                 after this exchange offer will continue to be
                                 subject to restrictions on their transfer.
                                 After this exchange offer, holders of original
                                 notes will not (with limited exceptions) have
                                 any further rights under the registration
                                 rights agreement. Any market for original notes
                                 that are not exchanged could be adversely
                                 affected by the completion of this exchange
                                 offer. See "Risk factors -- The original notes
                                 are, and will continue to be, subject to
                                 restrictions on transfer, and the trading
                                 market, if any, for the original notes may be
                                 adversely affected by completion of this
                                 exchange offer" on page 11.

RESALE OF THE EXCHANGE
NOTES.........................   Based on the position the staff of the Division
                                 of Corporation Finance of the SEC has stated in
                                 certain interpretive letters issued to third
                                 parties in other transactions, we believe that
                                 the exchange notes acquired in this exchange
                                 offer may be freely traded without compliance
                                 with the provisions of the Securities Act of
                                 1933, as amended, that call for registration
                                 and delivery of a prospectus, except as
                                 described in the following paragraphs. See
                                 "Plan of distribution" on page 83.

                                        3


                                 In order to participate in the exchange offer,
                                 you will be required to make specified
                                 representations in a letter of transmittal,
                                 including that:

                                 - you are not an "affiliate" of ours, as
                                   defined in Rule 405 of the Securities Act of
                                   1933;

                                 - you are not a broker-dealer who owns original
                                   notes acquired directly from us;

                                 - you will acquire the exchange notes in the
                                   ordinary course of business; and

                                 - you have not agreed with anyone to distribute
                                   the exchange notes.

                                 If you are a broker-dealer that purchased
                                 original notes for your own account as part of
                                 market-making or other trading activities, you
                                 may represent to us that you have not agreed
                                 with us or our affiliates to distribute the
                                 exchange notes. If you make this
                                 representation, you must agree to deliver a
                                 prospectus in connection with any resale of the
                                 exchange notes and you need not make the last
                                 representation provided for above.

ACCRUED INTEREST ON THE
ORIGINAL NOTES................   Any interest that has accrued on an original
                                 note before its exchange in this exchange offer
                                 will be payable on the exchange note on the
                                 first interest payment date after the
                                 completion of this exchange offer.

TAX CONSEQUENCES..............   The exchange of the original notes for the
                                 exchange notes will not be a taxable exchange
                                 for United States federal income tax purposes.
                                 See "Material federal income tax consequences"
                                 on page 78.

EXCHANGE AGENT................   Wachovia Bank is serving as the exchange agent.
                                 Its address and telephone number are provided
                                 in this prospectus under the heading "The
                                 Exchange Offer -- Exchange agent" on page 48.

USE OF PROCEEDS...............   We will not receive any cash proceeds from this
                                 exchange offer.

                                        4


                   SUMMARY OF THE TERMS OF THE EXCHANGE NOTES

     The terms of the exchange notes will be essentially the same as the
original notes, except that the exchange notes will not contain language
restricting their transfer, and holders of the exchange notes generally will not
be entitled to further registration rights under the registration rights
agreement. The exchange notes will evidence the same debt as the outstanding
original notes for which they were exchanged, and the exchange notes will
replace such outstanding original notes. Both the original notes and the
exchange notes are governed by the same indenture. See the "Description of the
Exchange Notes" section of this prospectus on page 54 for more detailed
information about the terms and conditions of the exchange notes.

ISSUER........................   Lamar Media Corp.

SECURITIES OFFERED............   $125,000,000 aggregate principal amount of
                                 7 1/4% Senior Subordinated Notes due 2013.

MATURITY DATE.................   January 1, 2013.

INTEREST RATE.................   7 1/4% per year.

INTEREST PAYMENT DATE.........   July 1 and January 1 of each year, beginning on
                                 July 1, 2003.

GUARANTEES....................   Substantially all of our existing and future
                                 subsidiaries will unconditionally guarantee the
                                 exchange notes on a joint and several basis. On
                                 the issue date of the exchange notes, all of
                                 our existing subsidiaries, except for Missouri
                                 Logos, a Partnership, will guarantee the
                                 exchange notes.

RANKING.......................   The exchange notes will be our unsecured senior
                                 subordinated obligations and will be
                                 subordinated to all of our existing and future
                                 senior debt, which will include indebtedness
                                 under our bank credit facility, and rank
                                 equally with all of our existing and future
                                 senior subordinated debt, including our
                                 outstanding 8 5/8% Senior Subordinated Notes
                                 due 2007 and the previously issued 7 1/4%
                                 Senior Subordinated Notes due 2013, and rank
                                 senior to any future subordinated debt. The
                                 exchange notes will be effectively subordinated
                                 to all existing and future liabilities,
                                 including trade payables, of our non-guarantor
                                 subsidiaries.

                                 The guarantees by our subsidiaries will be
                                 subordinated to existing and future senior debt
                                 of such subsidiaries, which will include each
                                 such subsidiary's guarantee of indebtedness
                                 under our bank credit facility.

                                 As of June 30, 2003, the exchange notes and the
                                 subsidiary guarantees (i) were subordinated to
                                 $1,015.0 million in senior debt, and $179.6
                                 million of additional borrowing capacity was
                                 available under our bank credit facility, (ii)
                                 ranked equally with $359.6 million of senior
                                 subordinated debt, and $14.2 million in various
                                 other short-term and long-term debt, and (iii)
                                 ranked senior to no outstanding debt
                                 obligations.

                                 The bank credit facility also includes a $500.0
                                 million incremental facility, which permits us
                                 to request that our lenders enter into
                                 commitments to make additional terms loans to
                                 us, up to a maximum aggregate amount of $500.0
                                 million. The lenders have no obligation to make
                                 additional term loans to us under the
                                 incremental facility, but may enter into such
                                 commitments in their sole discretion. The
                                 exchange notes will be subordinated to

                                        5


                                 any future loans that may be made under the
                                 incremental facility.

OPTIONAL REDEMPTION...........   We may redeem some or all of the exchange notes
                                 at any time on or after January 1, 2008. We may
                                 also redeem up to 35% of the aggregate
                                 principal amount of the exchange notes using
                                 the proceeds from certain public equity
                                 offerings completed before January 1, 2006. The
                                 redemption prices are described under
                                 "Description of the Exchange Notes -- Optional
                                 Redemption" on page 55.

CHANGE OF CONTROL AND ASSET
SALES.........................   If we or Lamar Advertising experience specific
                                 kinds of changes of control or we sell assets
                                 under certain circumstances, we will be
                                 required to make an offer to purchase the
                                 exchange notes at the prices listed in
                                 "Description of the Exchange Notes -- Optional
                                 Redemption" on page 55. We may not have
                                 sufficient funds available at the time of any
                                 change of control to effect the purchase.

CERTAIN COVENANTS.............   The indenture governing the notes restricts our
                                 ability and the ability of our restricted
                                 subsidiaries to, among other things:

                                 - incur additional debt and issue preferred
                                   stock;

                                 - make certain distributions, investments and
                                   other restricted payments;

                                 - create certain liens;

                                 - enter into transactions with affiliates;

                                 - limit the ability of restricted subsidiaries
                                   to make payments to us;

                                 - merge, consolidate or sell substantially all
                                   of our assets;

                                 - limit the ability of our subsidiaries to
                                   issue preferred stock; and

                                 - sell assets.

                                 These covenants are subject to important
                                 exceptions and qualifications, which are
                                 described under the heading "Description of the
                                 Exchange Notes" on page 54 of this prospectus.

EXCHANGE OFFER; REGISTRATION
RIGHTS........................   Under a registration rights agreement with the
                                 initial purchasers, we and the guarantors
                                 agreed to use our reasonable best efforts to
                                 cause to become effective a registration
                                 statement with respect to an offer to exchange
                                 the original notes for the exchange notes. If
                                 we are not able to effect the exchange offer,
                                 we will use our reasonable best efforts to file
                                 and cause to become effective a shelf
                                 registration statement relating to resales of
                                 the original notes. We will be obligated to pay
                                 additional interest on the notes if we do not
                                 complete the exchange offer within 160 days
                                 after the issue date of the original notes or,
                                 if required, the shelf registration statement
                                 is not declared effective within 160 days after
                                 the issue date of the original notes. See
                                 "Exchange offer and registration rights
                                 agreement" on page 75.

                                        6


                                  RISK FACTORS

     You should carefully consider the risks described below, in addition to the
other information presented in this prospectus, in evaluating us, our business
and your participation in the exchange offer. Additional risks and uncertainties
not presently known to us or that we currently deem immaterial may also
adversely affect our business and operations.

RISKS RELATED TO THE EXCHANGE NOTES AND THIS OFFERING

OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR BUSINESS AND PREVENT US
FROM FULFILLING OUR OBLIGATIONS UNDER THE EXCHANGE NOTES.

     We have a substantial amount of indebtedness. As of June 30, 2003, we had
approximately $1.5 billion of debt outstanding consisting of approximately
$1,015.0 million in senior bank debt, $489.2 million in various series of senior
subordinated notes, and $14.2 million in various other short-term and long-term
debt. In addition, the indentures governing our notes and our bank credit
facility allow us to incur substantial additional indebtedness in the future. As
of June 30, 2003, we had $179.6 million available to borrow under our bank
credit facility. Our bank credit facility also permits us to request that our
lenders enter into commitments to make additional term loans to us, up to a
maximum aggregate amount of $500.0 million. Our lenders have no obligation to
make additional term loans to us, but may enter into such commitments in their
sole discretion. Our substantial indebtedness and the fact that a large part of
our cash flow from operations must be used to make principal and interest
payments on our debt may have important consequences, including:

     - making it more difficult for us to satisfy our obligations with respect
       to the exchange notes;

     - limiting cash flow available to fund our working capital, capital
       expenditures, potential acquisitions or other general corporate
       requirements;

     - increasing our vulnerability to general adverse economic and industry
       conditions;

     - limiting our ability to obtain additional financing to fund future
       working capital, capital expenditures, potential acquisitions or other
       general corporate requirements;

     - limiting our flexibility in planning for, or reacting to, changes in our
       business and industry;

     - placing us at a competitive disadvantage compared to our competitors with
       less indebtedness; and

     - making it more difficult for us to comply with financial covenants in our
       bank credit facility.

WE MAY BE UNABLE TO GENERATE SUFFICIENT CASH FLOW TO SATISFY OUR SIGNIFICANT
DEBT SERVICE OBLIGATIONS.

     Our ability to generate cash flow from operations to make principal and
interest payments on our debt, including the exchange notes, will depend on our
future performance, which will be affected by a range of economic, competitive
and business factors. We cannot control many of these factors, including general
economic conditions, our customers' allocation of advertising expenditures among
available media and the amount spent on advertising in general. If our
operations do not generate sufficient cash flow from operations to satisfy our
debt service obligations, we may need to borrow additional funds to make these
payments or undertake alternative financing plans, such as refinancing or
restructuring our debt, or reducing or delaying capital investments and
acquisitions. Additional funds or alternative financing may not be available to
us on favorable terms, or at all. Our inability to generate sufficient cash flow
from operations or obtain additional funds or alternative financing on
acceptable terms could have a material adverse effect on our business, financial
condition and results of operations.

                                        7


RESTRICTIONS IN OUR AND LAMAR ADVERTISING'S DEBT AGREEMENTS REDUCE OUR OPERATING
FLEXIBILITY AND CONTAIN COVENANTS AND RESTRICTIONS THAT CREATE THE POTENTIAL FOR
DEFAULTS.

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

     - incur or repay debt;

     - dispose of assets;

     - create liens;

     - make investments;

     - enter into affiliate transactions; and

     - pay dividends.

See "Description of Material Indebtedness -- Bank Credit Facility," on page 50
and "-- 8 5/8% Senior Subordinated Notes due 2007" on page 52.

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

     - a minimum interest coverage ratio;

     - a minimum fixed charges coverage ratio;

     - a maximum senior debt ratio; and

     - a maximum total debt ratio.

See "Description of Material Indebtedness -- Bank Credit Facility -- Covenants"
on page 51.

     If we fail to comply with these tests, the lenders have the right to cause
all amounts outstanding under our 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
and could lead to an event of default under the indentures governing our debt,
including the exchange notes. Any of these events could have a material adverse
effect on our business, financial condition and results of operations. 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.

YOUR RIGHT TO RECEIVE PAYMENTS ON THE EXCHANGE NOTES IS JUNIOR TO OUR EXISTING
SENIOR INDEBTEDNESS AND THE EXISTING SENIOR INDEBTEDNESS OF THE SUBSIDIARY
GUARANTORS AND POSSIBLY ALL OF OUR AND THEIR FUTURE INDEBTEDNESS.

     The exchange notes and the subsidiary guarantees will be subordinated in
right of payment to the prior payment in full of our and the subsidiary
guarantors' respective current and future senior indebtedness, including our and
their obligations under our bank credit facility. As of June 30, 2003, the
exchange notes were subordinated to $1,015.0 million of debt under our bank
credit facility and $179.6 million of senior debt were available for borrowing
under our bank credit facility. Our bank credit facility also permits us to
request that our lenders enter into commitments to make additional term loans to
us, up to a maximum aggregate amount of $500.0 million. Our lenders have no
obligation to make additional term loans to us, but may enter into such
commitments in their sole discretion. As a result of the subordination
provisions of the exchange notes, in the event of the bankruptcy, liquidation or
dissolution of us or any subsidiary guarantor, our assets or the assets of the
applicable subsidiary guarantor would be available to pay obligations under the
exchange notes and our other senior subordinated obligations only after all
payments had been made on our senior indebtedness or the senior indebtedness of
the applicable subsidiary guarantor. Sufficient assets may not remain after all
of these payments have been
                                        8


made to make any payments on the exchange notes and our other senior
subordinated obligations (which totaled $489.2 million as of June 30, 2003),
including payments of interest when due. In addition, all payments on the
exchange notes and the subsidiary guarantees will be prohibited in the event of
a payment default on our senior indebtedness and, for limited periods, upon the
occurrence of other defaults under our bank credit facility.

THE EXCHANGE NOTES AND THE SUBSIDIARY GUARANTEES WILL BE EFFECTIVELY
SUBORDINATED TO ALL OF OUR AND OUR SUBSIDIARY GUARANTORS' SECURED INDEBTEDNESS
AND ALL INDEBTEDNESS AND OTHER OBLIGATIONS OF OUR NON-GUARANTOR SUBSIDIARIES.

     The exchange notes will not be secured. The lenders under our bank credit
facility are secured by a pledge of our stock and the stock of all of the
subsidiary guarantors. If we or any of the subsidiary guarantors declare
bankruptcy, liquidate or dissolve, or if payment under our bank credit facility
or any of our other secured indebtedness is accelerated, our secured lenders
would be entitled to exercise the remedies available to a secured lender under
applicable law and will have a claim on those assets before the holders of the
exchange notes. As a result, the exchange notes are effectively subordinated to
our and our subsidiaries' secured indebtedness to the extent of the value of the
assets securing that indebtedness and the holders of the exchange notes would in
all likelihood recover ratably less than the lenders of our and our
subsidiaries' secured indebtedness in the event of our bankruptcy, liquidation
or dissolution. As of June 30, 2003, we had $1,015.0 million of secured
indebtedness outstanding and $179.6 million of additional secured indebtedness
was available for borrowing under our bank credit facility. Our bank credit
facility also permits us to request that our lenders enter into commitments to
make additional term loans to us, up to a maximum aggregate amount of $500.0
million. Our lenders have no obligation to make additional term loans to us, but
may enter into such commitments in their sole discretion.

     In addition, the exchange notes will be structurally subordinated to all of
the liabilities and other obligations of our subsidiaries that do not guarantee
the exchange notes. In the event of a bankruptcy, liquidation or dissolution of
any of the non-guarantor subsidiaries, holders of their indebtedness, their
trade creditors and holders of their preferred equity will generally be entitled
to payment on their claims from assets of those subsidiaries before any assets
are made available for distribution to us. However, under some circumstances,
the terms of the exchange notes will permit our non-guarantor subsidiaries to
incur additional specified indebtedness.

WE MAY NOT BE ABLE TO PURCHASE THE EXCHANGE NOTES UPON A CHANGE OF CONTROL.

     Upon the occurrence of certain specific kinds of change of control events,
we will be required to offer to repurchase all outstanding exchange notes at a
price equal to 101% of their principal amount plus accrued and unpaid interest,
if any, to the date of repurchase. See "Description of the Exchange Notes --
Change of Control" on page 64. Our obligation to repurchase the notes upon a
change of control cannot be waived without the consent of each affected
noteholder. However, it is possible that we will not have sufficient funds at
the time of the change of control to make the required repurchase of exchange
notes or that restrictions in our bank credit facility will not allow such
repurchase.

     A sale of all or substantially all of our assets will result in a change of
control. The term "all or substantially all" as used in the definition of a
change of control, however, will likely be interpreted under applicable state
law and will be dependant upon particular facts and circumstances. As a result,
there may be uncertainty as to whether a sale assignment, conveyance, transfer,
lease or other disposal is of "all or substantially all" of our assets, and thus
whether a change of control has occurred.

     The occurrence of a change of control event will result in an event of
default under our bank credit facility, and, therefore, the lenders will have
the right to require repayment in full of all outstanding borrowings under the
facility, which totaled $1,015.0 million as of June 30, 2003. We will not,
therefore, be able to affect a repurchase of the notes upon a change of control
event unless we repay all of the outstanding borrowings under the bank credit
facility or obtain the consent of the lenders under the bank credit facility.

                                        9


WE MAY ENTER INTO TRANSACTIONS THAT COULD SUBSTANTIALLY INCREASE OUR OUTSTANDING
INDEBTEDNESS OR OTHERWISE ADVERSELY AFFECT HOLDERS OF THE EXCHANGE NOTES THAT
WOULD NOT CONSTITUTE A CHANGE OF CONTROL.

     We are not prevented from entering into many types of transactions that may
adversely affect holders of the exchange notes, including acquisitions,
refinancing or other recapitalizations. Only certain defined occurrences will
constitute change of control events that obligate us to offer to repurchase the
exchange notes. Permitted transactions could increase our outstanding
indebtedness, change our capital structure, adversely affect our credit ratings
or otherwise adversely affect holders of the exchange notes.

FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID
THE GUARANTEES OF THE EXCHANGE NOTES BY OUR SUBSIDIARIES AND REQUIRE THE HOLDERS
OF THE EXCHANGE NOTES TO RETURN PAYMENTS RECEIVED FROM THE SUBSIDIARY
GUARANTORS.

     Under the federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, the subsidiary guarantees could be voided, or claims
in respect of the subsidiary guarantees could be subordinated to all other debts
of a subsidiary guarantor if, either, the subsidiary guarantee was incurred with
the intent to hinder, delay or defraud any present or future creditors of the
subsidiary guarantor or the subsidiary guarantors, at the time it incurred the
indebtedness evidenced by its subsidiary guarantee, received less than
reasonably equivalent value or fair consideration for the incurrence of such
indebtedness and the subsidiary guarantor either:

     - was insolvent or rendered insolvent by reason of such incurrence;

     - was engaged in a business or transaction for which such subsidiary
       guarantor's remaining assets constituted unreasonably small capital; or

     - intended to incur, or believed that it would incur, debts beyond its
       ability to pay such debts as they mature.

     If a subsidiary guarantee is voided, you will be unable to rely on the
applicable subsidiary guarantor to satisfy your claim in the event that we fail
to make one or more required payments due on the exchange notes. In addition,
any payment by such subsidiary guarantor pursuant to its subsidiary guarantee
could be voided and required to be returned to such subsidiary guarantor, or to
a fund for the benefit of creditors of such subsidiary guarantor.

     The measures of insolvency for purposes of these fraudulent transfer laws
will vary depending upon the law applied in any proceeding to determine whether
a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor
would be considered insolvent if:

     - the sum of its debts, including contingent liabilities, were greater than
       the fair saleable value of all of its assets;

     - the present fair saleable value of its assets were less than the amount
       that would be required to pay its probable liability on its existing
       debts, including contingent liabilities, as they become absolute and
       mature; or

     - it could not pay its debts as they become due.

     On the basis of historical financial information, recent operating history
and other factors, we and each subsidiary guarantor believe that, after giving
effect to the indebtedness incurred in connection with this offering, no
subsidiary guarantor will be insolvent, will have unreasonably small capital for
the business in which it is engaged or will have incurred debts beyond its
ability to pay such debts as they mature. A court could apply different
standards in making such determinations, however, and disagree with our or the
subsidiary guarantors' conclusions in this regard and void the subsidiary
guarantees or subordinate any claims in respect of a subsidiary guarantee to all
other debts of the subsidiary guarantors.

                                        10


AN ACTIVE TRADING MARKET MAY NOT DEVELOP FOR THE EXCHANGE NOTES.

     The exchange notes do not have an established trading market and will not
be listed on any securities exchange. The initial purchasers have informed us
that they currently intend to make a market in the exchange notes. However, the
initial purchasers are not obligated to do so and may discontinue any such
market making at any time without notice. The liquidity of any market for the
exchange notes will depend upon various factors, including:

     - the number of holders of the exchange notes;

     - the interest of securities dealers in making a market for the exchange
       notes;

     - the overall market for high yield securities;

     - our financial performance or prospects; and

     - the prospects for companies in our industry generally.

     Accordingly, it is possible that a market or liquidity may not develop for
the exchange notes. Historically, the market for non-investment grade debt has
been subject to disruptions that have caused substantial volatility in the
prices of securities similar to the notes. The market for the notes, if any, may
be subject to similar disruptions. Any such disruptions may adversely affect you
as a holder of the exchange notes.

THE ORIGINAL NOTES ARE, AND WILL CONTINUE TO BE, SUBJECT TO RESTRICTIONS ON
TRANSFER, AND THE TRADING MARKET, IF ANY, FOR ORIGINAL NOTES MAY BE ADVERSELY
AFFECTED BY COMPLETION OF THIS EXCHANGE OFFER.

     The original notes have not been registered under the Securities Act of
1933 or any state securities laws and therefore may not be offered, sold or
otherwise transferred except in compliance with the registration requirements of
the Securities Act of 1933 and any other applicable securities laws, or pursuant
to an exemption from those laws or in a transaction not subject to those laws.
We do not intend to register under the Securities Act of 1933 the original notes
that remain outstanding after completion of this exchange offer, and have agreed
to do so only in the event that original notes were not eligible for exchange in
the exchange offer. We are not aware of any reason that original notes would not
be eligible for exchange. Original notes that remain outstanding after the
completion of this exchange offer will continue to bear a legend reflecting
those restrictions on transfer, and holders of those original notes will not be
entitled to any rights to have those original notes registered under the
Securities Act of 1933 or to any similar rights under the registration rights
agreement (subject to the limited exception noted above). To the extent that
original notes are tendered and accepted in the exchange offer, the trading
market, if any, for remaining original notes may be adversely affected.

RISKS RELATED TO OUR BUSINESS AND OPERATIONS

OUR REVENUES ARE DERIVED FROM ADVERTISING AND ADVERTISING IS PARTICULARLY
SENSITIVE TO CHANGES IN ECONOMIC CONDITIONS AND ADVERTISING TRENDS.

     We sell advertising space to generate revenues. Advertising spending is
particularly sensitive to changes in general economic conditions and advertising
spending typically decreases when economic conditions are tough. A decrease in
demand for advertising space could adversely affect our business. A reduction in
money spent on our advertising displays could result from:

     - a general decline in economic conditions;

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

     - a reallocation of advertising expenditures to other available media by
       significant customers; or

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

                                        11


OUR OPERATIONS ARE SIGNIFICANTLY IMPACTED BY THE REGULATION OF OUTDOOR
ADVERTISING BY FEDERAL, STATE AND LOCAL GOVERNMENTS.

     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
that require removal of billboards by a future date. In addition, four states
have enacted bans on billboard advertising.

     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 that 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.

     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.

     Historically, we have substantially increased our inventory of advertising
displays through acquisitions. Our growth strategy involves acquiring outdoor
advertising businesses and assets in markets where we currently compete, as well
as in new markets. The following factors, however, may affect our ability to
continue to pursue this strategy effectively:

     - there might not be suitable acquisition candidates, particularly as a
       result of the consolidation of the outdoor advertising industry, and we
       may have a more difficult time negotiating acquisitions that are
       favorable to us;

     - we may face increased competition from other outdoor advertising
       companies, which may have greater financial resources than us, for the
       businesses and assets we wish to acquire, which may result in higher
       prices for those businesses and assets;

     - we may not have access to sufficient capital resources on acceptable
       terms, if at all, to finance our acquisitions and may not be able to
       obtain required consents from our lenders;

     - we may be unable to effectively integrate acquired businesses and assets
       with our existing operations as a result of unforeseen difficulties that
       could require significant time and attention from our management that
       would otherwise be directed at developing our existing business; and

     - we may not realize the benefits and cost savings that we anticipate from
       our acquisitions.

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 one of the largest companies focusing
exclusively on outdoor advertising, we face competition from larger companies
with more diversified
                                        12


operations that also include television, radio and other broadcast media. In
addition, our diversified competitors have the opportunity to cross-sell their
different advertising products to their customers. We also face competition from
other forms of media, including newspapers, direct mail advertising and the
Internet. 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.

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 advertising structures by hurricanes and other natural
disasters, it is possible that these plans will not work. If these plans fail,
significant losses could result.

     We have determined that it is not economical to obtain insurance against
losses from hurricanes and other natural disasters. Instead, we have developed
contingency plans to deal with the threat of hurricanes. For example, we remove
the advertising faces on billboards at the onset of a storm, when possible,
which better permits the structures to 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. For the quarter ended March 31, 2003,
approximately 5% of our net revenues were derived from our logo sign contracts.
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
currently compete with three other logo sign providers, as well as local
companies, for state-awarded service contracts for logo signs.

     Generally, state-awarded logo sign contracts have terms of five to ten
years with additional renewal periods. Some states have the right to terminate a
contract early, but in most cases must pay compensation to the logo sign
provider for early termination. At the end of the term of the contract,
ownership of the structures is transferred to the state. Depending on the
contract in question, the logo sign provider may or may not be entitled to
compensation at the end of the contract term. Of our 21 logo sign contracts in
place at June 30, 2003, four are scheduled to terminate in 2003, one in July,
one in September and two in December, and one is subject to renewal in September
2003. The states may not award us new logo sign contracts or renew our existing
contracts. In addition, after a new state-awarded logo contract is received, we
generally incur significant start-up costs. If we do not continue to have access
to the capital necessary to finance those costs we would not be able to accept
new contracts.

WE ARE A WHOLLY OWNED SUBSIDIARY OF LAMAR ADVERTISING, WHICH IS CONTROLLED BY
CERTAIN SIGNIFICANT STOCKHOLDERS WHO ARE ABLE TO CONTROL THE OUTCOME OF ALL
MATTERS SUBMITTED TO ITS STOCKHOLDERS FOR APPROVAL AND WHOSE INTEREST IN LAMAR
ADVERTISING AND US MAY BE DIFFERENT THAN YOURS.

     Certain members of the Reilly family, including Kevin P. Reilly, Jr., our
president and chief executive officer, as of June 30, 2003, own in the aggregate
approximately 16% of Lamar Advertising's common stock, assuming the conversion
of all Class B common stock to Class A common stock. This represents 66% of
Lamar Advertising's outstanding voting stock. By virtue of such stock ownership,
such persons have the power to:

     - elect Lamar Advertising's and our entire board of directors;

     - control Lamar Advertising's and our management and policies; and

     - determine the outcome of any corporate transaction or other matters
       required to be submitted to Lamar Advertising's stockholders for
       approval, including the amendment of its certificate of incorporation,
       mergers, consolidation and the sale of all or substantially all of its or
       our assets.

                                        13


     As their interests in Lamar Advertising and us may be different from your
interests, the foregoing stockholders may exercise their control over us through
their control over Lamar Advertising in a manner detrimental to your interests.

                STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

     This prospectus contains forward-looking statements. These are statements
that relate to future periods and include statements regarding our anticipated
performance.

     Generally, the words anticipates, believes, expects, intends, estimates,
projects, plans and similar expressions identify forward-looking statements.
These forward-looking statements involve known and unknown risks, uncertainties
and other important factors that could cause 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 are described
in this prospectus, including under "Risk factors" and include, among others:

     - the performance of the U.S. economy generally and the level of
       expenditures on advertising, including, in particular, outdoor
       advertising;

     - our ability to renew expiring and negotiate new contracts at favorable
       rates;

     - our ability to fully utilize our outdoor advertising capacity;

     - the integration of businesses that we acquire and our ability to
       recognize cost savings or operating efficiencies as a result of these
       acquisitions;

     - risks and uncertainties relating to our significant indebtedness;

     - our need for and ability to obtain additional funding for acquisitions or
       operations; and

     - the regulation of the outdoor advertising industry by federal, state and
       local governments and the impact thereon by environmental or other
       lobbying groups.

     Although we believe that the statements contained in this prospectus are
based upon reasonable assumptions, we can give no assurance that our goals will
be achieved. Given these uncertainties, prospective investors are cautioned not
to place undue reliance on these forward-looking statements. These
forward-looking statements are made as of the date of this prospectus. We assume
no obligation to update or revise them or provide reasons why actual results may
differ.

                                USE OF PROCEEDS

     This exchange offer is intended to satisfy some of our obligations under
the registration rights agreement. We will not receive any cash proceeds from
the issuance of the exchange notes in this exchange offer. In exchange for
issuing the exchange notes as described in this prospectus, we will receive an
equal principal amount of original notes, which will be canceled.

     The net proceeds from the issuance and sale of the original notes were used
to redeem $100.0 million in principal amount of our outstanding 8 5/8% Senior
Subordinated Notes due 2007 plus accrued interest thereon to the date of
redemption and the applicable redemption premium. The remaining net proceeds
were used to pay a portion of outstanding indebtedness under our revolving bank
credit facility.

                                        14


                                 CAPITALIZATION

     The following table sets forth our cash and cash equivalents and our
capitalization at March 31, 2003 on an actual basis and on an as adjusted basis
after giving effect to the application of the net proceeds from the issuance of
the original notes to redeem $100.0 million in principal amount of our
outstanding 8 5/8% Senior Subordinated Notes due 2007 on June 28, 2003. You
should read this table in conjunction with the information under the headings
"Use of proceeds," "Selected historical consolidated financial data,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our unaudited consolidated financial statements and the related
notes, each included elsewhere in this prospectus.

<Table>
<Caption>
                                                                AS OF MARCH 31, 2003
                                                              ------------------------
                                                                ACTUAL     AS ADJUSTED
                                                              ----------   -----------
                                                               (DOLLARS IN THOUSANDS)
                                                                     
Cash and cash equivalents...................................  $    7,870   $   31,263
Current maturities of long-term debt(1).....................       5,663        6,072
Long-term debt, less current maturities:
Bank Credit Facility(2).....................................     975,000      975,000
  8 5/8% Senior Subordinated Notes due 2007(3)..............     199,403       99,701
  7 1/4% Senior Subordinated Notes due 2013.................     260,000      389,237
  8% Subordinated Notes due 2006............................       4,833        4,833
  Other long-term debt......................................       5,764        5,764
                                                              ----------   ----------
     Total long-term debt, less current maturities..........   1,445,000    1,474,535
Stockholder's equity:
  Common stock, $0.01 par value, authorized 3,000 shares;
     100 shares issued and outstanding......................          --           --
  Additional paid-in capital................................   2,299,901    2,299,901
  Accumulated deficit(4)....................................    (330,634)    (334,193)
                                                              ----------   ----------
Total stockholder's equity..................................   1,969,267    1,965,708
                                                              ----------   ----------
Total capitalization........................................  $3,419,930   $3,446,315
                                                              ==========   ==========
</Table>

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

(1) Includes $1.2 million of outstanding 11% Senior Notes due 2003.

(2) Lamar Media has $975.0 million outstanding under its term facility and
    $219.6 million available for borrowings under its revolving facility as of
    March 31, 2003.

(3) On June 28, 2003, we redeemed $100.0 million in principal amount of our
    8 5/8% Senior Subordinated Notes due 2007 with the net proceeds of the
    offering of the original notes at an aggregate redemption price of $106.8
    million.

(4) As adjusted accumulated deficit reflects a charge to earnings of $3.6
    million in connection with the redemption premium paid and write off of debt
    issuance costs for the redemption of $100.0 million in aggregate principal
    amount of Lamar Media's 8 5/8% Senior Subordinated Notes due 2007.

                                        15


                SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

     In the following table, we provide you with our selected consolidated
historical information and other operating data for the three months ended March
31, 2003 and 2002, and the five years ended December 31, 2002, 2001, 2000, 1999
and 1998. We have prepared this information from audited financial statements
for the years ended December 31, 2002 through December 31, 1998 and from
unaudited financial statements for the three months ended March 31, 2003 and
March 31, 2002.

     In our opinion, the information for the three months ended March 31, 2003
and March 31, 2002 reflects all adjustments, consisting only of normal recurring
adjustments, necessary to fairly present the results of operations and financial
condition. Results from interim periods should not be considered indicative of
results for any other periods or for the year. This information is only a
summary. You should read it in conjunction with our historical financial
statements and related notes included in this prospectus, as well as
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

<Table>
<Caption>
                                       THREE MONTHS ENDED
                                            MARCH 31,                       YEAR ENDED DECEMBER 31,
                                       -------------------   ------------------------------------------------------
                                         2003       2002       2002       2001        2000        1999       1998
                                       --------   --------   --------   ---------   ---------   --------   --------
                                                                  (DOLLARS IN THOUSANDS)
                                                                                      
STATEMENT OF OPERATIONS DATA:
Net revenues.........................  $184,221   $176,538   $775,682   $ 729,050   $ 687,319   $444,135   $288,588
Operating expenses:
  Direct advertising expenses........    71,557     67,227    274,772     251,483     217,465    143,090     92,849
  General and administrative
    expenses.........................    42,820     41,134    166,895     150,786     137,292     94,264     60,935
  Depreciation and amortization......    66,682     66,288    274,644     351,754     315,465    176,233     88,791
  Gain on disposition of assets......       (30)       (89)      (336)       (923)       (986)    (5,481)    (1,152)
                                       --------   --------   --------   ---------   ---------   --------   --------
    Total operating expenses.........   181,029    174,560    715,975     753,100     669,236    408,106    241,423
                                       --------   --------   --------   ---------   ---------   --------   --------
Operating income (loss)..............     3,192      1,978     59,707     (24,050)     18,083     36,029     47,165
                                       --------   --------   --------   ---------   ---------   --------   --------
Interest expense, net................    19,868     22,782     91,249     112,386     145,892     88,198     59,246
Loss on early extinguishment of
  debt...............................    11,173         --      5,850          --          --        299         --
Loss before income taxes, and
  cumulative effect of change in
  accounting principle...............   (27,849)   (20,804)   (37,392)   (136,436)   (127,809)   (52,468)   (12,081)
Income tax benefit...................   (10,083)    (7,473)   (12,434)    (38,870)    (35,879)    (9,349)      (191)
Net loss.............................   (29,445)   (13,331)   (24,958)    (97,566)    (91,930)   (43,886)   (11,890)
OTHER DATA:
Ratio of earnings to fixed
  charges(1).........................     0.13x      0.39x      0.73x       0.12x       0.30x      0.53x      0.84x
Cash flows provided by operating
  activities.........................  $ 21,310   $ 23,216   $249,819   $ 198,702   $ 177,962   $100,436   $ 72,498
Cash flows used in investing
  activities.........................    22,902     51,262    154,954     378,538     431,435    948,516    535,217
Cash flows (used in) provided by
  financing activities...............    (6,148)    42,282    (92,140)    120,381     317,412    727,884    584,070
</Table>

<Table>
<Caption>
                                        AS OF
                                      MARCH 31                                 AS OF DECEMBER 31,
                               -----------------------   --------------------------------------------------------------
                                  2003         2002         2002         2001         2000         1999         1998
                               ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                                                (DOLLARS IN THOUSANDS)
                                                                                        
BALANCE SHEET DATA (AS OF END
  OF PERIOD):
Cash and cash equivalents....  $    7,870   $   27,121   $   15,610   $   12,885   $   72,340   $    8,401   $  128,597
Working capital..............     122,708       71,249      115,713       46,150       84,667       57,030       96,205
Total assets.................   3,613,644    3,727,113    3,874,909    3,655,109    3,626,786    3,197,354    1,415,361
Long-term debt (including
  current maturities)........   1,450,663    1,569,798    1,706,933    1,524,085    1,738,280    1,615,781      876,532
Total long-term
  liabilities................   1,598,120    1,631,861    1,584,536    1,598,436    1,826,528    1,733,399      859,744
Stockholder's equity.........   1,969,267    1,972,579    1,980,712    1,946,086    1,676,756    1,382,871      466,779
</Table>

                                        16


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

(1) The ratio of earnings to fixed charges is defined as earnings divided by
    fixed charges. For purposes of this ratio, earnings is defined as net
    earnings (loss) before income taxes and cumulative effect of a change in
    accounting principle and fixed charges. Fixed charges is defined as the sum
    of interest expense, preferred stock dividends and the component of rental
    expense that we believe to be representative of the interest factor for
    those amounts. For the three months ended March 31, 2003 and March 31, 2002,
    and the years ended December 31, 2002, 2001, 2000, 1999 and 1998, earnings
    were insufficient to cover fixed charges by $27.8 million, $20.8 million,
    $37.4 million, $136.4 million, $127.8 million, $52.5 million and $12.1
    million, respectively.

                                        17


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following management's discussion and analysis of financial condition
and results of operations contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of the factors
described in the section entitled "Risk Factors" and elsewhere in this
prospectus.

OVERVIEW

     Our net revenues, which represent gross revenues less commissions paid to
advertising agencies that contract for the use of advertising displays on behalf
of advertisers, are derived primarily from the sale of advertising on outdoor
advertising displays that we own and operate.

     Since December 31, 2000, we have increased the number of outdoor
advertising displays we operate by approximately 12% by completing over 190
strategic acquisitions of outdoor advertising and transit assets for an
aggregate purchase price of approximately $491.0 million, which included the
issuance of 2,719,007 shares of Lamar Advertising Company Class A common stock
valued at the time of issuance at approximately $103.1 million. We have financed
our recent acquisitions and intend to finance future acquisition activity from
available cash, borrowings under our bank credit agreement and the issuance of
Lamar Advertising Company Class A common stock. See "Liquidity and Capital
Resources" below. As a result of acquisitions, our operating performance as a
whole and the performance of our individual markets are not necessarily
comparable on a year-to-year basis. We also provide acquisition-adjusted net
revenue for the quarters ended March 31, 2003 and 2002 that include adjustments
to the 2002 results for acquisitions for the same time frame as actually owned
in 2003. Our management believes that this additional information is useful in
evaluating our performance and provides investors and financial analysts with a
better understanding of our core operating results. In addition, it may be
useful to investors when assessing our period to period results. Our
presentation of these measures, however, may not be comparable to similarly
titled measures used by other companies and they should not be used as
alternatives to net revenue or other GAAP measures as indicators of our
performance. We have provided a reconciliation of acquisition-adjusted net
revenue to reported net revenue below.

     We rely on sales of advertising space for our revenues, and our operating
results are therefore affected by general economic conditions, as well as trends
in the advertising industry.

     The growth of our business requires expenditures for maintenance and
capitalized costs associated with new billboard displays, logo sign and transit
contracts, and the purchase of real estate and operating equipment. Capitalized
expenditures were $17.8 million for the three months ended March 31, 2003, $14.1
million for the three months ended March 31, 2002, $78.4 million for the year
ended 2002, $85.3 million for the year ended 2001 and $78.3 million for the year
ended 2000. The following table presents a breakdown of capitalized expenditures
for the three months ended March 31, 2003 and 2002, and the years ended 2002,
2001 and 2000.

<Table>
<Caption>
                                       THREE MONTHS ENDED
                                            MARCH 31,
                                       -------------------
                                         2003       2002      2002      2001      2000
                                       --------   --------   -------   -------   -------
                                                        (IN THOUSANDS)
                                                                  
Billboard............................  $10,100    $ 7,461    $47,424   $53,486   $46,412
Logos................................    2,518      1,402      6,605     8,222    10,595
Transit..............................      710      1,590      3,949     6,447     5,225
Land and buildings...................    2,889      2,419     13,761    10,115     9,824
PP&E.................................    1,591      1,249      6,651     7,050     6,248
                                       -------    -------    -------   -------   -------
     Total capital expenditures......  $17,808    $14,121    $78,390   $85,320   $78,304
                                       =======    =======    =======   =======   =======
</Table>

                                        18


CRITICAL ACCOUNTING POLICIES

     We believe the following critical accounting policies effect our
significant judgments and estimates used in the preparation of our consolidated
financial statements:

          Revenue Recognition.  As discussed in Note 1 of the Notes to the
     Financial Statements, we recognize revenues as advertising services are
     provided. Advertising revenue is recorded net of agency commissions.

          Intangible Assets.  We have significant intangible assets recorded on
     our balance sheet. As of March 31, 2003, intangible assets primarily
     represent goodwill of $1,180 million, site locations of $758 million and
     customer relationships of $166 million associated with our acquisitions.
     The fair values of intangible assets recorded are determined using
     discounted cash flow models that require us to make assumptions related to
     the future operating results of each acquisition and the anticipated future
     economic environment. If actual results differ from our assumptions, an
     impairment of these intangibles may exist and a charge to income would be
     made in the period such impairment is determined.

          Accounting Estimates.  We are required to make estimates and
     assumptions that affect the reported amounts of assets, liabilities,
     revenues, expenses and related disclosure of contingent liabilities. We
     base our estimates on historical experience, reasonable assumptions and
     where applicable, established valuation techniques. Specifically, we have
     made critical estimates in the following areas:

        - Allowance for Doubtful Accounts.  We maintain allowances for doubtful
          accounts based on the payment patterns of our customers. We analyze
          historical results, the economic environment, changes in the credit
          worthiness of our customers, and other relevant factors in determining
          the adequacy of our allowance. Bad debt expense was $9 million, $8
          million and $6 million or approximately 1% of net revenue for the
          years ended December 31, 2002, 2001 and 2000, respectively. If the
          future economic environment continues to decline, the inability of
          customers to pay may occur and the allowance for doubtful accounts may
          need to be increased, which will result in additional bad debt expense
          in future years.

        - Long-Lived Asset Recovery.  Long-lived assets, consisting primarily of
          property, plant and equipment and intangibles comprise a significant
          portion of our total assets. At December 31, 2002, property, plant and
          equipment of $1,284 million and intangible assets of $976 million were
          reviewed for impairment. Recoverability of assets is measured by a
          comparison of the carrying amount of an asset to future undiscounted
          net cash flows expected to be generated by that asset before interest
          expense. These undiscounted cash flow projections are based on our
          assumptions surrounding future operating results and anticipated
          future economic environment. If actual results differ from our
          assumptions, an impairment of these intangible assets may exist and a
          charge to income would be made in the period such impairment is
          determined.

        - Goodwill Impairment.  We had goodwill of $1,180 million as of March
          31, 2003 and must perform an annual impairment analysis of goodwill or
          more frequently if events and circumstances indicate that the asset
          might be impaired. This analysis requires us to make assumptions as to
          the implied fair value of goodwill as compared to its carrying value.
          In conducting the impairment analysis, we determine implied fair value
          of goodwill utilizing quoted market prices of our parent Lamar
          Advertising Company's Class A common stock, as well as discounted cash
          flow models before interest expense. These discounted cash flow models
          require us to make assumptions related to our future operating results
          and the anticipated future economic environment. Based upon our
          review, no impairment charge was required upon the adoption of
          Statement of Financial Accounting Standard (SFAS) No. 142, "Goodwill
          and Other Intangible Assets," in January 2002 or at our annual test
          for impairment on December 31, 2002.

                                        19


        - Deferred Taxes.  As of March 31, 2003, we have made the determination
          that our deferred tax assets of $148.4 million, the primary component
          of which is our net operating loss carryforward, are fully realizable
          due to the existence of certain deferred tax liabilities of
          approximately $254.5 million that are anticipated to reverse during
          the carryforward period. Accordingly, we have not recorded a valuation
          allowance to reduce our deferred tax assets. Should we determine that
          we would not be able to realize all or part of our net deferred tax
          assets in the future, an adjustment to the deferred tax asset would be
          charged to income in the period such determination was made. For a
          more detailed description, see Note 6 of the Notes to Consolidated
          Financial Statements for the period ended December 31, 2002.

RESULTS OF OPERATIONS

     The following table presents certain items in the Consolidated Statements
of Operations as a percentage of net revenues for the three months ended March
31, 2003 and 2002 and the years ended December 31, 2002, 2001 and 2000:

<Table>
<Caption>
                                                 THREE MONTHS
                                                     ENDED
                                                   MARCH 31,     YEAR ENDED DECEMBER 31,
                                                 -------------   ------------------------
                                                 2003    2002     2002     2001     2000
                                                 -----   -----   ------   ------   ------
                                                                    
Net revenues...................................  100.0%  100.0%  100.0%   100.0%   100.0%
Operating expenses:
  Direct advertising expenses..................   38.8    38.1    35.4     34.5     31.6
  General and administrative expenses..........   23.2    23.3    21.5     20.7     20.0
Depreciation and amortization..................   36.2    37.5    35.4     48.2     45.9
Operating income (loss)........................    1.7     1.1     7.7     (3.3)     2.6
Interest expense...............................   10.8    13.0    11.9     15.5     21.5
Net loss.......................................  (16.0)   (7.6)   (3.2)   (13.4)   (13.4)
</Table>

THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002

     Net revenues increased $7.7 million or 4.4% to $184.2 million for the three
months ended March 31, 2003 from $176.5 million for the same period in 2002.
This increase was attributable primarily to (i) an increase in billboard net
revenues of $6.3 million or 3.8%, (ii) a $0.6 million increase in logo sign
revenue, which represents an increase of 7.0% over the prior year, and (iii) a
$0.7 million increase in transit revenue, which represents a 53% increase over
the prior year.

     The increase in billboard net revenues of $6.3 million was due to both
acquisition activity and internal growth while the increase in logo sign revenue
of $0.6 million and transit revenue growth of $0.7 million was generated by
internal growth across various markets within the logo sign and transit
programs. Net revenues for the three months ended March 31, 2003 as compared to
acquisition-adjusted net revenue(1) for the three months ended March 31, 2002,
which includes adjustments for acquisitions for the same time frame as actually
owned in 2003, increased $5.3 million or 2.9% as a result of net revenue
internal growth.
- ---------------

(1) Reconciliation of Reported Net Revenue to Acquisition-Adjusted Net Revenue:

<Table>
<Caption>
                                                                THREE MONTHS ENDED
                                                                     MARCH 31,
                                                              -----------------------
                                                                 2003         2002
                                                              ----------   ----------
                                                              (DOLLARS IN THOUSANDS)
                                                                     
Reported net revenue........................................   $184,221     $176,538
Acquisition net revenue.....................................         --        2,409
                                                               --------     --------
Acquisition-adjusted net revenue............................   $184,221     $178,947
                                                               ========     ========
</Table>

                                        20


     Operating expenses, exclusive of depreciation and amortization and gain on
sale of assets, increased $6.0 million or 5.5% to $114.4 million for the three
months ended March 31, 2003 from $108.4 million for the same period in 2002.
There was a $5.8 million increase as a result of additional operating expenses
related to the operations of acquired outdoor advertising assets and increases
in personnel, sign site rent, insurance costs and property taxes. The remaining
$0.2 million increase in expenses is a result of increases in corporate overhead
expenses.

     Depreciation and amortization expense increased $0.4 million or 0.6% from
$66.3 million for the three months ended March 31, 2002 to $66.7 million for the
three months ended March 31, 2003.

     Due to the above factors, operating income increased $1.2 million to $3.2
million for three months ended March 31, 2003 compared to $2.0 million for the
same period in 2002.

     In January 2003, we redeemed all of our outstanding 9 5/8% Senior
Subordinated Notes due 2006 in aggregate principle amount of approximately $255
million for a redemption price equal to 103.208% of the principle amount of the
Notes. In the first quarter of 2003, we recorded approximately $11.2 million as
a loss on extinguishment of debt related to the prepayment of the 9 5/8% Senior
Subordinated Notes due 2006.

     Interest expense decreased $3.0 million from $23.0 million for the three
months ended March 31, 2002 to $20.0 million for the three months ended March
31, 2003 as a result of lower interest rates both on existing and recently
refinanced debt.

     The increase in operating income, the decrease in interest expense offset
by the loss on extinguishment of debt described above resulted in a $7.0 million
increase in loss before income taxes and cumulative effect of change in
accounting principle. The increase in this loss, resulted in an increase in the
income tax benefit of $2.6 million for the three months ended March 31, 2003
over the same period in 2002. The effective tax rate for the three months ended
March 31, 2003 is 36.2%.

     Due to the adoption of SFAS 143, we recorded a cumulative effect of a
change in accounting principle, net of tax of $11.7 million.

     As a result of the above factors, we recognized a net loss for the three
months ended March 31, 2003 of $29.4 million, as compared to a net loss of $13.3
million for the same period in 2002.

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

     Net revenues increased $46.6 million or 6.4% to $775.7 million for the year
ended December 31, 2002 from $729.1 million for the same period in 2001. This
increase was attributable primarily to (i) an increase in billboard net revenues
of $38.3 million or 5.5%, (ii) a $2.6 million increase in logo sign revenue,
which represents an increase of 7.3% over the prior year, and (iii) a $3.8
million increase in transit revenue, which represents an 81.7% increase over the
prior year.

     The increase in billboard net revenues of $38.3 million was significantly
due to acquisition activity. During the two year period ending December 31,
2002, we acquired approximately $461.6 million of outdoor advertising assets
within markets we previously operated. The aggregate net revenues of these
acquired assets for the twelve-month period prior to acquisition was
approximately $65 million. The acquisitions were completed at various intervals
during 2001 and 2002 and the actual net revenues were included in our
performance at that time. Because of adverse economic conditions that existed in
2002, our billboard net revenue growth came from acquisitions as described
above.

     The increase in logo sign revenue of $2.6 million was significantly due to
price increases that we negotiated with the state of Virginia, which generated
an increase in net revenue of $1.3 million as compared to the same period in
2001. The remaining increase of $1.3 million was generated by internal growth
across various markets within the logo sign program.

     The increase in transit revenue of $3.8 million was generated by internal
growth resulting from changes in management and sales processes within the
transit program.

                                        21


     Operating expenses, exclusive of depreciation and amortization and gain on
sale of assets, increased $39.4 million or 9.8% to $441.7 million for the year
ended December 31, 2002 from $402.3 million for the same period in 2001. There
was a $36.2 million increase as a result of additional operating expenses
related to the operations of acquired outdoor advertising assets and increases
in personnel, sign site rent, insurance costs and property taxes. The remaining
$3.2 million increase in expenses is a result of increases in logo sign, transit
and corporate overhead expenses.

     Depreciation and amortization expense decreased $77.2 million or 21.9% from
$351.8 million for the year ended December 31, 2001 to $274.6 million for the
year ended December 31, 2002 as a result of our adoption of SFAS No. 142,
"Goodwill and Other Intangible Assets," which eliminated the amortization
expense for goodwill.

     Due to the above factors, operating income increased $83.8 million to $59.7
million for year ended December 31, 2002 compared to an operating loss of $24.1
million for the same period in 2001.

     On October 25, 2002, we redeemed all of our outstanding 9 1/4% Senior
Subordinated Notes due 2007 in aggregate principal amount of approximately $74.1
million for a redemption price equal to 104.625% of the principal amount thereof
plus accrued interest to the redemption date of approximately $1.3 million. In
the fourth quarter of 2002, we recorded approximately $5.9 million as an expense
related to the prepayment of the 9 1/4% Senior Subordinated Notes due 2007.

     Interest expense decreased $20.8 million from $113.0 million for the year
ended December 31, 2001 to $92.2 million for the year ended December 31, 2002 as
a result of lower interest rates for the year ended December 31, 2002 as
compared to the same period in 2001.

     The increase in operating income and the decrease in interest expense
described above resulted in a $99.0 million decrease in loss before income
taxes. The decrease in loss before income taxes, resulted in a decrease in the
income tax benefit of $26.4 million for the year ended December 31, 2002 over
the same period in 2001. The effective tax rate for the year ended December 31,
2002 is 33.3%.

     As a result of the above factors, we recognized a net loss for the year
ended December 31, 2002 of $25.0 million, as compared to a net loss of $97.6
million for the same period in 2001.

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

     Net revenues increased $41.8 million or 6.1% to $729.1 million for the year
ended December 31, 2001 from $687.3 million for the same period in 2000. This
increase was predominantly attributable to (i) an increase in billboard net
revenues of $43.4 million or 6.7%, which was generated by acquisitions during
2001 and 2000, and (ii) a $2.7 million increase in logo sign revenue, which
represents a 8.2% increase over the prior year, and (iii) offset by at $2.6
million decrease in transit revenue.

     The increase in billboard net revenues of $43.4 million was due to
acquisition activity. During the two year period ending December 31, 2001, we
acquired approximately $868.7 million of outdoor advertising assets within
markets that we previously operated. The aggregate net revenues of these assets
for the twelve-month period prior to acquisition was approximately $117 million.

     The acquisitions were completed at various intervals during 2000 and 2001
and the actual net revenues were included in our performance at that time.
Because of adverse economic conditions that existed in 2001, our billboard net
revenue growth came from acquisitions as described above.

     The increase in logo sign revenue of $2.7 million was due to both price
increases that we negotiated with the state of Texas, which generated an
increase in net revenue of $0.7 million as compared to the same period in 2000,
and additional logo interchanges awarded in the state of Michigan, which
generated an increase in net revenue of $0.5 million as compared to the same
period in 2000. The remaining increase of $1.5 million was generated by internal
growth across various markets within the logo sign program.

     The decrease in transit revenue of $2.6 million was primarily caused by a
decrease in net revenue of $2.2 million in our Denver, Colorado market, as a
result of a management problem and other sales

                                        22


processes issues, which were subsequently addressed by allocating additional
management resources to this market and renegotiating certain contractual
obligations to reduce required fixed payments.

     Operating expenses, exclusive of depreciation and amortization and gain on
disposition of assets, increased $47.5 million or 13.4% to $402.3 million for
the year ended December 31, 2001 from $354.8 million for the same period in
2000. This increase is primarily due to additional operating expenses associated
with acquisitions made in 2001 and 2000 and increases in personnel, sign site
rent, materials and overhead.

     Depreciation and amortization expense increased $36.3 million or 11.5% from
$315.5 million for the year ended December 31, 2000 to $351.8 million for the
year ended December 31, 2001 as a result of an increase in capital assets
resulting from our recent acquisition activity.

     Due to the above factors, operating income decreased $42.2 million or
233.1% from $18.1 million for the year ended December 31, 2000 to a $24.1
million operating loss for the year ended December 31, 2001.

     Interest expense decreased $34.6 million from $147.6 million for the year
ended December 31, 2000 to $113.0 million for the year ended December 31, 2001
as a result of declining interest rates for the year ended December 31, 2001
over the same period in 2000.

     The decrease in operating income offset by the decrease in interest expense
described above resulted in a $8.6 million increase in loss before income taxes.

     The increase in loss before income taxes, resulted in an increase in the
income tax benefit of $3.0 million for the year ended December 31, 2001 over the
same period in 2000. The effective tax rate for the year ended December 31, 2001
is 28.5%, which is less than the statutory rates due to permanent difference
resulting from non-deductible amortization of goodwill.

     As a result of the foregoing factors, we recognized a net loss for the year
ended December 31, 2001 of $97.6 million, as compared to a net loss of $91.9
million for the same period in 2000.

LIQUIDITY AND CAPITAL RESOURCES

     We have historically satisfied our working capital requirements with cash
from operations and borrowings under our bank credit facility. Our acquisitions
have been financed primarily with funds borrowed under our bank credit facility
and issuance of Lamar Advertising's Class A common stock and debt securities. If
we make an acquisition using Class A common stock, a permanent contribution of
additional paid-in-capital of Lamar Advertising Company Class A common stock is
distributed to us. We have no formal agreements regarding contributions from and
distributions to Lamar Advertising. We maintain all corporate cash balances and,
therefore, any cash requirements of Lamar Advertising must be funded by
distributions from us.

OPERATING ACTIVITIES

     Our net cash provided by operating activities increased to $249.8 million
in fiscal 2002 due primarily to a decrease in net loss of $72.6 million offset
by a decrease in noncash items of $41.7 million, which primarily includes a
decrease in depreciation and amortization of $77.2 million offset by a decrease
in deferred income tax benefit of $31.3 million, the loss on early
extinguishment of debt of $2.4 million and an increase in the provision for
doubtful accounts of $1.2 million as a result of an increase in bad debt expense
of the same amount. In addition as compared to 2001, there was a decrease in
receivables of $3.3 million, an increase in accrued expenses of $16.6 million
and an increase in deferred income of $2.3 million.

     Our net cash provided by operating activities increased to $21.3 million
for the three months ended March 31, 2003 due primarily to an increase in net
loss of $16.1 million offset by an increase in adjustments to reconcile net loss
to net cash provided by operating activities of $14.9 million, which primarily
includes an increase in depreciation and amortization of $0.4 million offset by
an increase in
                                        23


deferred income tax benefit of $8.0 million, the loss on early extinguishment of
debt of $11.2 million and the cumulative effect of a change in accounting
principle of $11.7 million. In addition, as compared to the same period in 2002,
there was a decrease in other assets of $6.1 million, a decrease in trade
accounts payable of $1.3 million, a decrease in accrued expenses of $4.1 million
and a decrease in deferred income of $1.0 million.

INVESTING AND FINANCING ACTIVITIES

     Net cash used in investing activities decreased $223.5 million from $378.5
million in 2001 to $155.0 million in 2002 primarily due to the decrease in our
merger and acquisition activity in 2002 of $219.8 million. There was also a $6.9
million decrease in capital expenditures and a decrease in proceeds from the
sale of property and equipment of $1.5 million. Net cash used in financing
activities increased to $92.1 million in fiscal 2002 due to a $73.6 million
increase in principal payments of long-term debt due primarily to the redemption
of our 9 1/4% Senior Subordinated Notes. In addition, there was a $48.0 million
decrease in contributions from our parent Lamar Advertising Company and an $80
million decrease in borrowings from credit agreements.

     Net cash used in investing activities decreased $28.4 million from $51.3
million for the three months ended March 31, 2002 to $22.9 million for the three
months ended March 31, 2003 primarily due to the decrease in merger and
acquisition activity by the Company in 2003 of $31.8 million, offset by a $3.7
million increase in capital expenditures. Net cash used in financing activities
increased to $6.1 million for the three months ended March 31, 2003 due to a
$247.8 million increase in principle payments of long-term debt due primarily to
the redemption of our 9 5/8% Senior Subordinated Notes due 2006, offset by cash
from deposits for debt extinguishment of $266.7 million. In addition, there was
a $7.3 million increase in debt issuance costs and a $60 million decrease in
borrowings from credit agreements.

     During the year ended December 31, 2002, we financed our acquisition
activity of approximately $134.4 million with approximately $60 million in
borrowings under our then-existing bank credit agreement and the issuance
1,405,464 shares of Lamar Advertising's Class A common stock. During 2002, we
paid off our outstanding revolver balance and made scheduled principal payments
of approximately $63 million under our then-existing bank credit agreement. As
of December 31, 2002, we had $309.6 million available under the then-existing
revolving bank credit facility.

     During the three months ended March 31, 2003, we financed our acquisition
activity of approximately $24.6 million with cash on hand of approximately $6.6
million and the issuance of 588,543 shares of Lamar Advertising's Class A common
stock. As of March 31, 2003, we had $219.6 million available under our revolving
credit facility.

     We replaced our then-existing bank credit facility with a new bank credit
facility on March 7, 2003. The new bank credit facility is comprised of a $225
million revolving bank credit facility and a $975 million term facility. Our new
bank credit facility also includes a $500 million incremental facility, which
permits us to request that our lenders enter into commitments to make additional
term loans to us, up to a maximum aggregate amount of $500 million. Our lenders
have no obligation to make additional term loans to us under the incremental
facility, but may enter into such commitments in their sole discretion.

                                        24


     In the future we have principal reduction obligations and revolver
commitment reductions under our bank credit agreement. In addition we have fixed
commercial commitments. These commitments are detailed as follows:

<Table>
<Caption>
                                                               PAYMENTS DUE BY PERIOD
                                                                   (IN MILLIONS)
                                                    --------------------------------------------
                                      BALANCE AT     LESS
                                      MARCH 31,      THAN                                 AFTER
CONTRACTUAL OBLIGATIONS                  2003       1 YEAR   1 - 3 YEARS   4 - 5 YEARS   5 YEARS
- -----------------------              ------------   ------   -----------   -----------   -------
                                                                          
Long-Term Debt.....................    $1,450.7       5.7        75.9         353.9      1,015.2
Billboard site and building
  leases...........................    $  795.0     107.0       172.0         131.4        384.6
                                       --------     -----       -----         -----      -------
Total Payments due.................    $2,245.7     112.7       247.9         485.3      1,399.8
                                       ========     =====       =====         =====      =======
</Table>

<Table>
<Caption>
                                                     AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
                                     TOTAL AMOUNT   --------------------------------------------
                                      COMMITTED      LESS
                                     AT MARCH 31,    THAN                                 AFTER
OTHER COMMERCIAL COMMITMENTS             2003       1 YEAR   1 - 3 YEARS   4 - 5 YEARS   5 YEARS
- ----------------------------         ------------   ------   -----------   -----------   -------
                                                                          
Revolving Bank Facility(1).........     $225.0        --          --            --        225.0
                                        ======       ===        ====           ===        =====
Standby Letters of Credit..........     $  5.4       1.1         4.3            --           --
                                        ======       ===        ====           ===        =====
</Table>

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

(1) We had no balance outstanding at March 31, 2003.

     In January 2003, we redeemed all of our outstanding 9 5/8% Senior
Subordinated Notes due 2006 in aggregate principle amount of approximately
$255.0 million for a redemption price equal to 103.208% of the principle amount
of the Notes plus accrued interest. As a result of this redemption, we recorded
a loss on extinguishment of debt in the first quarter of $11.2 million, which
consisted of a prepayment penalty of $8.2 million and associated debt issuance
costs of approximately $3.0 million.

     On June 28, 2003, we redeemed $100.0 in principal amount of our 8 5/8%
Senior Subordinated Notes due 2007 for a redemption price equal to 104.313% of
the principal amount plus accrued interest through June 27, 2003 of
approximately $2.5 million for a total redemption price of approximately $106.8
million. We will record a loss on the extinguishment of debt of approximately
$3.6 million in the second quarter of 2003.

     Currently we have outstanding approximately $100.0 million 8 5/8% Senior
Subordinated Notes due 2007 and $385.0 million 7 1/4% Senior Subordinated Notes
due 2013. The indentures relating to our outstanding notes restrict its ability
to incur indebtedness other than:

     - up to $1.3 billion of indebtedness under our bank credit facility;

     - currently outstanding indebtedness or debt incurred to refinance
       outstanding debt;

     - inter-company debt between us and our subsidiaries or between
       subsidiaries; and

     - certain other debt incurred in the ordinary course of business (provided
       that all of the above ranks junior in right of payment to the notes that
       has a maturity or mandatory sinking fund payment prior to the maturity of
       the notes).

     We are required to comply with certain covenants and restrictions under our
bank credit agreement. If we fail to comply with these tests, the payments set
forth in the above table may be accelerated. At March 31, 2003 and currently we
are in compliance with all such tests.

     We cannot exceed the following financial ratios under our bank credit
facility:

     - a total debt ratio, defined as total consolidated debt to EBITDA, as
       defined below, for the most recent four fiscal quarters, of 6.00 to 1
       (through December 30, 2004) and 5.75 to 1 (after December 30, 2004); and

                                        25


     - a senior debt ratio, defined as total consolidated senior debt to EBITDA,
       as defined below, for the most recent four fiscal quarters, of 4.00 to 1
       (through December 30, 2004) and 3.75 to 1 (after December 30, 2004).

     In addition, our bank credit facility requires that we maintain the
following financial ratios:

     - an interest coverage ratio, defined as EBITDA, as defined below, for the
       most recent four fiscal quarters to total consolidated accrued interest
       expense for that period, of at least 2.25 to 1; and

     - a fixed charges coverage ratio, defined as the ratio of EBITDA, as
       defined below, for the most recent four fiscal quarters to (1) the total
       payments of principle and interest on debt for such period (2) capital
       expenditures made during such period and (3) income and franchise tax
       payments made during such period, of at least 1.05 to 1.

     As defined under our bank credit facility, EBITDA is, for any period,
operating income for us and our restricted subsidiaries (determined on a
consolidated basis without duplication in accordance with GAAP) for such period
(calculated before taxes, interest expense, depreciation, amortization and any
other non-cash income or charges accrued for such period and (except to the
extent received or paid in cash by us or any of our restricted subsidiaries)
income or loss attributable to equity in affiliates for such period) excluding
any extraordinary and unusual gains or losses during such period and excluding
the proceeds of any casualty events whereby insurance or other proceeds are
received and certain dispositions not in the ordinary course.

     Any dividend payment made by us or any of our restricted subsidiaries to
Lamar Advertising Company during any period to enable Lamar Advertising Company
to pay certain qualified expenses on our behalf or on behalf of our
subsidiaries, shall be treated as our operating expenses for the purposes of
calculating EBITDA for such period. EBITDA under our bank credit agreement is
also adjusted to reflect certain acquisitions or dispositions as if such
acquisitions or dispositions were made on the first day of such period.

     We believe that our current level of cash on hand, availability under our
bank credit agreement and future cash flows from operations are sufficient to
meet its operating needs through the year 2003. All debt obligations are
reflected on our balance sheet.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities", ("Statement 146") which addresses
financial accounting and reporting for costs associated with exit or disposal
activities. It nullifies EITF Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)." The principle difference between
Statement 146 and Issue 94-3 relates to the recognition of a liability for a
cost associated with an exit or disposal activity. Statement 146 requires that a
liability be recognized for those costs only when the liability is incurred,
that is, when it meets the definition of a liability in the FASB's conceptual
framework. In contrast, under Issue 94-3, a company recognized a liability for
an exit cost when it committed to an exit plan. Statement 146 also establishes
fair value as the objective for initial measurement of liabilities related to
exit or disposal activities. The Statement is effective for exit or disposal
activities that are initiated after December 31, 2002 and did not have an impact
on our consolidated financial statements. We adopted the provisions related to
Statement No. 146 as of January 1, 2003.

     In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others, an interpretation of FASB Statements No.
5, 57 and 107 and a rescission of FASB Interpretation No. 34". This
Interpretation elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under guarantees
issued. The Interpretation also clarifies that a guarantor is required to
recognize, at inception of a guarantee, a liability for the fair value of the
obligation undertaken. The initial recognition and measurement provisions of the
Interpretation are applicable to
                                        26


guarantees issued or modified after December 31, 2002 and did not have a
material effect on our consolidated financial statements.

     In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51." This
interpretation addresses the consolidation by business enterprises of variable
interest entities as defined in the Interpretation. The Interpretation applies
immediately to variable interests in variable interest entities created after
January 31, 2003, and to variable interests in variable interest entities
obtained after January 31, 2003. The application of the Interpretation is not
expected to have an effect on our consolidated financial statements as we have
no variable interest entities. The Interpretation requires certain disclosures
in financial statements issued after January 31, 2003 if it is reasonably
possible that we will consolidate or disclose information about variable
interest entities.

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities," which amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities under FASB Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities." We are required
to adopt SFAS No. 149 for all contracts entered into or modified after June 30,
2003, except for certain hedging relationships designated after June 30, 2003
pursuant to the guidance in SFAS No. 149. We do not expect adoption to have an
impact on our consolidated financial statements.

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity."
Statement 150 affects the issuer's accounting for three types of freestanding
financial instruments. One type is mandatorily redeemable shares, which the
issuing company is obligated to buy back in exchange for cash or other assets. A
second type, which includes put options and forward purchase contracts, involves
instruments that do or may require the issuer to buy back some of its shares in
exchange for cash or other assets. The third type of instruments that are
liabilities under this Statement is obligations that can be settled with shares,
the monetary value of which is fixed, tied solely or predominantly to a variable
such as a market index, or varies inversely with the value of the issuers'
shares. Statement 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety. Most of the guidance in
Statement 150 is effective for all financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. Because we do not have any
such instruments outstanding, the adoption of SFAS 150 is not expected to
materially impact our financial position, cash flows or results of operations.

SEASONALITY

     Our revenues and operating results have exhibited some degree of
seasonality in past periods. Typically, we experience our strongest financial
performance in the summer and fall and our lowest in the first quarter of the
calendar year. We expect this trend to continue in the future. Because a
significant portion of our expenses is fixed, a reduction in revenues in any
quarter is likely to result in a period to period decline in operating
performance and net earnings.

                                        27


                                    BUSINESS

GENERAL

     We are one of the largest outdoor advertising companies in the United
States based on number of displays and have operated under the Lamar name since
1902. As of June 30, 2003, we owned and operated approximately 148,000 billboard
advertising displays in 43 states, operated over 97,000 logo sign displays in 21
states and the province of Ontario, Canada, and operated approximately 13,000
transit advertising displays in 15 states.

     The three principal areas that make up our business are:

     - Billboard advertising.  We offer our customers a fully integrated
       service, covering their billboard display requirements from ad copy
       production to placement and maintenance. Our billboard advertising
       displays are comprised of bulletins and posters. As a result of their
       greater impact and higher cost, bulletins are usually located on major
       highways. Posters are usually concentrated on major traffic arteries or
       on city streets to target pedestrian traffic.

     - Logo signs.  We are the largest provider of logo sign services in the
       United States, operating 21 of the 26 privatized state logo sign
       contracts. Logo signs are erected near highway exits to direct motor
       traffic to service and tourist attractions, as well as to advertise gas,
       food, camping and lodging.

     - Transit advertising.  We provide transit advertising in 40 transit
       markets. Transit displays appear on the exterior or interior of public
       transportation vehicles or stations, such as buses, trains, commuter
       rail, subways, platforms and terminals.

     Our business has grown rapidly through a combination of internal growth and
acquisitions. Our growth has been enhanced by strategic acquisitions that
resulted in increased operating efficiencies, greater geographic diversification
and increased market penetration. Historically, we have focused on small to mid-
sized markets where we have pursued acquisition opportunities in order to
establish a leadership position. Since January 1, 1997, we have successfully
completed over 490 acquisitions of outdoor advertising businesses and assets.
Our acquisitions have expanded our operations in major markets. We currently
have a presence in 24 of the top 50 outdoor advertising markets in the United
States. Our large national footprint gives us the ability to offer cross-market
advertising opportunities to both our local and national advertising customers.

     Lamar Media Corp. has been in operation since 1902. We completed a
reorganization on July 20, 1999 to create a new holding company structure. At
that time, Lamar Advertising Company was renamed Lamar Media Corp. and all its
stockholders became stockholders in a new holding company. The new holding
company then took the Lamar Advertising Company name and Lamar Media Corp.
became a wholly owned subsidiary of Lamar Advertising Company.

OUR STRATEGY

     Our objective is to be a leading provider of outdoor advertising services
in the markets we serve. Our strategy to achieve this goal includes the
following elements:

          Continue to provide high quality local sales and service.  We seek to
     identify and closely monitor the needs of our customers and to provide them
     with a full complement of high quality advertising services at a lower cost
     than competitive media. Local advertising constituted approximately 85% of
     our net revenues for the quarter ended March 31, 2003, which we believe is
     higher than the industry average. We believe that the experience of our
     regional and local managers has contributed greatly to our success. For
     example, our regional managers have been with us for an average of 22
     years. In an effort to provide high quality sales service at the local
     level, we employed 752 local account executives as of March 31, 2003. Local
     account executives are typically supported by additional local staff and
     have the ability to draw upon the resources of our central office, as well

                                        28


     as offices in our other markets, in the event that business opportunities
     or customers' needs support such an allocation of resources.

          Continue a centralized control and decentralized management
     structure.  We believe that for our particular business, centralized
     control and a decentralized organization provides for greater economies of
     scale and is more responsive to local market demands. Therefore, we
     maintain centralized accounting and financial control over our local
     operations, but our local managers are responsible for the day-to-day
     operations in each local market and are compensated according to that
     market's financial performance.

          Continue to focus on internal growth.  Within our existing markets, we
     seek to increase our revenue and improve our cash flow by employing highly
     targeted local marketing efforts to improve our display occupancy rates and
     by increasing advertising rates. This strategy is facilitated through our
     local offices, which allow us to respond quickly to the demands of our
     local customer base. In addition, we routinely invest in upgrading our
     existing displays and constructing new displays in order to provide high
     quality service to our current customers and to attract new advertisers.
     From January 1, 1997 to March 31, 2003, we have invested over $428 million
     in improvements to our existing displays and in constructing new displays.

          Continue to pursue strategic acquisitions.  We intend to enhance our
     growth by pursuing strategic acquisitions, which we anticipate will result
     in increased operating efficiencies, greater geographic diversification and
     increased market penetration. In addition to acquiring outdoor advertising
     assets in new markets, we purchase complimentary outdoor advertising assets
     within our existing markets or in contiguous markets. We believe that
     acquisitions also offer us opportunities for inter-market cross-selling.
     Although the advertising industry is becoming more consolidated, we believe
     there will be continuing opportunities for implementing our acquisition
     strategy given the industry's continued fragmentation among smaller
     advertising companies. From January 1, 2002 to March 31, 2003, we completed
     89 acquisitions of advertising businesses and assets for an aggregate
     purchase price of approximately $158 million.

          Continue to pursue other outdoor advertising opportunities.  We plan
     to pursue additional logo sign contract awards. We also plan to continue
     pursuing transit advertising opportunities that arise in our primary
     markets.

OUR OPERATIONS

BILLBOARD ADVERTISING

  INVENTORY

     We operate the following types of billboard advertising displays:

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

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

                                        29


     For the quarter ended March 31, 2003, approximately 73% of our billboard
advertising net revenues were derived from bulletin sales and 27% from poster
sales.

     The physical structures on which our advertising displays are located are
owned by us and are built on locations that we either own or lease. In each of
our local offices one employee typically performs site leasing activities for
the markets served by that office.

     Bulletin space is generally sold as individually selected displays for the
duration of the advertising contract. Bulletins may also be sold as part of a
rotary plan where advertising copy is periodically rotated from one location to
another within a particular market. Poster space is generally sold in packages
called showings, which comprise a given number of displays in a market area.
Posters are used by advertisers to access either a specified percentage of the
general population or a specific targeted audience. Displays making up a showing
are placed in well-traveled areas and are distributed so as to reach a wide
audience in a particular market. Bulletin space is generally sold for 6 to 12
month periods. Poster space averages between 30 and 90 days.

  PRODUCTION

     In the majority of our markets our local production staff performs the full
range of activities required to create and install billboard advertising
displays. Production work includes creating the advertising copy design and
layout, coordinating its printing and installing the designs on displays. We
provide our production services to local advertisers and to advertisers that are
not represented by advertising agencies, since national advertisers represented
by advertising agencies often use pre-printed designs that require only
installation. Our creative and production personnel typically develop new
designs or adopt copy from other media for use on billboards. Our artists also
often assist in the development of marketing presentations, demonstrations and
strategies to attract new customers.

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

  CATEGORIES OF BUSINESS

     The following table sets forth the top ten categories of business from
which we derived our billboard advertising revenues for the quarter ended March
31, 2003 and the respective percentages of such revenue. These categories
accounted for approximately 75% of our net revenues in the quarter ended March
31, 2003. No one advertiser accounted for more than 1% of our net revenues in
that period.

<Table>
<Caption>
                                                              PERCENTAGE OF
CATEGORIES                                                    NET REVENUES
- ----------                                                    -------------
                                                           
Restaurants.................................................       12%
Retailers...................................................       11%
Automotive..................................................       10%
Hotels and Motels...........................................        9%
Gaming......................................................        6%
Health Care.................................................        6%
Service.....................................................        6%
Amusement -- Entertainment/Sports...........................        5%
Financial -- Banks/Credit Unions............................        5%
Real estate companies.......................................        5%
                                                              ----------
          Total.............................................       75%
                                                              ----------
                                                              ----------
</Table>

                                        30


LOGO SIGNS

     We entered the business of logo sign advertising in 1988. We are the
largest provider of logo sign services in the United States, operating 21 of the
26 privatized state logo sign contracts. We operate over 29,000 logo sign
structures containing over 97,000 logo advertising displays in the United States
and Canada. We have been awarded contracts to erect and operate logo signs in
province of Ontario, Canada and in the following states:

<Table>
                                       
Colorado        Kentucky        Missouri(1)     Ohio
Delaware        Maine           Nebraska        Oklahoma
Florida         Michigan        Nevada          South Carolina
Georgia         Minnesota       New Jersey      Texas
Kansas          Mississippi     New Mexico      Utah
                                                Virginia
</Table>

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

(1) Our logo sign contract in Missouri is operated by a 66 2/3% owned
    partnership.

     We also operate the tourism signing contracts for the states of Colorado,
Kentucky, Michigan, Missouri, Nebraska, Nevada, New Jersey and Ohio, as well as
for the province of Ontario, Canada.

     State logo sign contracts represent the contract right to erect and operate
logo signs within a state. The term of the contracts vary, but generally range
from five to ten years, with additional renewal terms. The logo sign contracts
generally provide for termination by the state prior to the end of the term of
the contract, in most cases with compensation to be paid to us. At the end of
the term of the contract, ownership of the structures is transferred to the
state. Depending on the contract in question, we may or may not be entitled to
compensation at the end of the contract term. Of our logo sign contracts in
place at June 30, 2003, four are due to terminate in 2003, one in July, one in
September and two in December, and one is subject to renewal in September 2003.
We also design and produce logo sign plates for our customers throughout the
country as well as customers in states that have not yet privatized their logo
sign programs.

TRANSIT ADVERTISING

     We entered into the transit advertising business in 1993. We provide
transit advertising on bus shelters, benches and buses in 41 transit markets.
Our production staff provides a full range of creative and installation services
to our transit advertising customers.

COMPETITION

BILLBOARD ADVERTISING

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

     The outdoor advertising industry is fragmented, consisting of several large
outdoor advertising and media companies with operations in multiple markets, as
well as smaller and local companies operating a limited number of structures in
single or a few local markets. In a number of our markets, we encounter direct
competition from other major outdoor media companies, including Viacom, Inc. and
Clear Channel Communications, Inc. both of which may have greater total
resources than us. We believe that our strong

                                        31


emphasis on sales and customer service and our position as a major provider of
advertising services in each of our primary markets enables us to compete
effectively with the other outdoor advertising companies, as well as other
media, within those markets. However, certain of our large competitors, with
other media assets such as radio and television, have the ability to cross-sell
their different advertising products to their customers.

LOGO SIGNS

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

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

REGULATION

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

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

                                        32


EMPLOYEES

     We employed approximately 3,000 persons at March 31, 2003. Of these,
approximately 107 were engaged in overall management and general administration
at our management headquarters and the remainder were employed in our operating
offices. Of these, approximately 752 were direct sales and marketing personnel.

     We have 14 local offices covered by collective bargaining agreements,
consisting of billposters and construction personnel. We believe that our
relations with our employees, including our 124 unionized employees, are good,
and we have never experienced a strike or work stoppage.

PROPERTIES

     Our 53,500 square foot management headquarters is located in Baton Rouge,
Louisiana. We occupy approximately 90% of the space in this facility and lease
the remaining space. We own 160 local operating facilities with front office
administration and sales office space connected to back-shop poster and bulletin
production space. In addition, we lease an additional 124 operating facilities
at an aggregate lease expense for 2002 of approximately $3.8 million.

     We own approximately 3,300 parcels of property beneath outdoor structures.
As of December 31, 2002, we had approximately 75,700 active outdoor site leases
accounting for a total lease expense of approximately $132.3 million. This
amount represented 18% of net revenues for that period. Our leases are for
varying terms ranging from month-to-month to in some cases a term of over ten
years, and many provide us with renewal options. There is no significant
concentration of displays under any one lease or subject to negotiation with any
one landlord. We believe that an important part of our management activity is to
manage our lease portfolio and negotiate suitable lease renewals and extensions.

LEGAL PROCEEDINGS

     From time to time we are involved in litigation in the ordinary course of
our business, including disputes involving advertising contracts, site leases,
employment claims and construction matters. We are also involved in routine
administrative and judicial proceedings regarding billboard permits, fees and
compensation for condemnations. We are not a party to any lawsuit or proceeding
that we feel is likely to have a material adverse effect on us.

                                        33


                                   MANAGEMENT

     The following table sets forth the name, position and, as of July 1, 2003,
age of each of our directors and executive officers:

<Table>
<Caption>
NAME                                        AGE                      TITLE
- ----                                        ---                      -----
                                            
Kevin P. Reilly, Jr. .....................  48    President, Chief Executive Officer and
                                                  Director
Keith Istre...............................  50    Treasurer, Chief Financial Officer and
                                                  Director
Gerald H. Marchand........................  72    Director
Sean Reilly...............................  42    Director
T. Everett Stewart, Jr. ..................  49    Director
</Table>

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

     Keith A. Istre has been our Chief Financial Officer since February 1989 and
a director since February 1991. Mr. Istre is also the Treasurer and Chief
Financial Officer of Lamar Advertising. Mr. Istre joined us as Controller in
1978 and became Treasurer in 1985. Prior to joining us, Mr. Istre was employed
by a public accounting firm in Baton Rouge from 1975 to 1978. Mr. Istre
graduated from the University of Southwestern Louisiana in 1974 with a degree in
Accounting.

     Gerald H. Marchand has supervised certain properties owned by TLC
Properties, Inc., one of our subsidiaries, since December 2000, and has been one
of our directors since 1978. Mr. Marchand was Regional Manager of the Gulf Coast
Region from 1988 to 2000. He began his career with us in leasing and went on to
become President of Lamar Advertising's Outdoor division. He has served as
General Manager of the Lake Charles and Mobile operations. Mr. Marchand received
a Masters in Education from Louisiana State University in 1955.

     Sean E. Reilly has been a director since 1999. He has been Chief Operating
Officer of Lamar Advertising and President of its Outdoor division since
November 2001. He began working with us as Vice President of Mergers and
Acquisitions in 1987 and served in that capacity until 1994. He also served as a
director from 1989 to 1996. Mr. Reilly was the Chief Executive Officer of
Wireless One, Inc., a wireless cable television company, from 1994 to 1997 after
which he rejoined us as President of TLC Properties, Inc., one of our
subsidiaries. Mr. Reilly received a B.A. from Harvard University in 1984 and a
J.D. from Harvard Law School in 1989.

     T. Everett Stewart, Jr. has been President of Interstate Logos, Inc. since
1988, and has been one of our directors since 1997. He served as Regional
Manager of the Baton Rouge Region from 1984 to 1988. Previously, he served as a
Sales Manager in Montgomery and General Manager of the Monroe and Alexandria
operations. Before joining us in 1979, Mr. Stewart was employed by the
Lieutenant Governor of the State of Alabama and by a United States Senator from
the State of Alabama. Mr. Stewart received a B.S. in Finance from Auburn
University in 1976.

     We are a wholly owned subsidiary of Lamar Advertising Company. In addition
to the executive officers and members of the board listed above, the following
are directors of our parent. Sean Reilly also serves as an executive officer of
Lamar Advertising as its Chief Operating Officer.

     Anna Reilly Cullinan has been a director of Lamar Advertising since 1999.
From 1992 until 2000, Mrs. Cullinan owned and operated Lula's Cafe, a
restaurant, and served on the Board of Directors of several community-based
organizations in South Bend, Indiana. Mrs. Cullinan currently is a director of
St. Joseph Capital Bank in South Bend. Prior to living and raising her family in
Indiana, Mrs. Cullinan worked for the Corporation for National Service and the
Ashoka Foundation in Washington, D.C.

                                        34


Mrs. Cullinan received her B.A. from Emory University in 1985, and a Master of
Public Policy from Duke University in 1990.

     John Maxwell Hamilton has been a director of Lamar Advertising since 2000.
Mr. Hamilton has served as Dean of the Manship School of Mass Communications of
Louisiana State University since 1992. In addition, Mr. Hamilton worked on the
staff of the World Bank, the United States House of Representatives Subcommittee
on Economic Policy and Trade, and the United States Agency for International
Development. Mr. Hamilton received a B.A. in Journalism from Marquette
University in 1969, an M.S. in Journalism from Boston University in 1974 and a
Ph.D. from George Washington University in 1983.

     Charles W. Lamar, III has been a director of Lamar Advertising since 1973.
He joined Lamar Advertising in 1982 and served as General Counsel and Secretary
through December 1998. Prior to joining Lamar Advertising, Mr. Lamar maintained
his own law practice and was employed by a law firm in Baton Rouge. In January
1999, Mr. Lamar became Chairman and Chief Executive Officer of Woodlawn Land
Company, a commercial real estate company. Mr. Lamar received a B.A. in
Philosophy from Harvard University in 1971, a M.A. in Economics from Tufts
University in 1972 and a J.D. from Boston University in 1975.

     Stephen P. Mumblow has been a director of Lamar Advertising since 1999. Mr.
Mumblow is the President of Manhan Media Inc., an investment company in
broadcasting and other media concerns. From 1998 to January 2002, Mr. Mumblow
was the President and a Director of Communications Corporation of America, a
television and radio broadcasting company. Mr. Mumblow was a Managing Director
of Chase Securities, Inc., an investment banking firm, from March 1988 to August
1998, prior to which he was a Vice President of Michigan Energy Resources
Company, an intrastate natural gas utility company and cable television and
broadcasting concern, and Citibank, N.A., a commercial bank. Mr. Mumblow is a
1977 graduate of The Wharton School, University of Pennsylvania with a B.S.
Degree in Economics.

     Thomas V. Reifenheiser has been a director of Lamar Advertising since 2000.
Mr. Reifenheiser was a Managing Director and Group Executive for the Global
Media and Telecom Group of Chase Securities Inc., an investment banking firm,
from 1995 to 2000. He joined Chase in 1963 and was the Global Media and Telecom
Group Executive since 1977. He is also a member of the Board of Directors of
Mediacom Communications Corp. Mr. Reifenheiser received a B.B.A from Hofstra
University and an M.B.A. from The Wharton School, University of Pennsylvania.

     Kevin P. Reilly, Jr. and Sean E. Reilly are brothers, Anna Reilly Cullinan
is their sister and Charles W. Lamar, III is their cousin.

EXECUTIVE COMPENSATION

  SUMMARY COMPENSATION TABLE

     The following table sets forth certain compensation information for the
Chief Executive Officer and our other executive officer whose salary and bonus
for the year ended December 31, 2002 exceeded $100,000, which are herein
referred to as the named executive officers. The information presented below

                                        35


represents amounts paid to the named executive officers as compensation for
their positions at Lamar Advertising. We do not pay any additional compensation
for their positions with us.

<Table>
<Caption>
                                                                 LONG-TERM
                                                            COMPENSATION AWARDS
                                                           ---------------------
                                 ANNUAL COMPENSATION         SHARES OF CLASS A
                             ---------------------------       COMMON STOCK            ALL OTHER
NAME AND PRINCIPAL POSITION  YEAR   SALARY($)   BONUS($)   UNDERLYING OPTIONS(#)   COMPENSATION($)(1)
- ---------------------------  ----   ---------   --------   ---------------------   ------------------
                                                                    
Kevin P. Reilly, Jr.....     2002    220,000    175,000               --                 89,217(2)(3)
  President and Chief        2001    220,000    150,000           97,500                 74,602(3)
  Executive Officer          2000    220,000    300,000               --                 73,115(3)
Keith A. Istre..........     2002    166,000    125,000               --                 27,250(4)
  Treasurer and Chief        2001    166,000    112,500           48,000                 17,500
  Financial Officer          2000    166,000    225,000               --                 17,500
</Table>

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

(1) Includes employer contributions under Lamar Advertising's deferred
    compensation plan of $57,500 per year for Mr. Reilly and $15,000 per year
    for Mr. Istre.

(2) Includes $19,870 representing imputed income for use of company vehicle.

(3) Includes $6,110, $6,138 and $6,667 for 2000, 2001 and 2002 respectively for
    the premiums attributable to the term life insurance portion of split-dollar
    life insurance policies and the dollar value, on a term loan approach, of
    the benefit of the whole-life portion of the premiums for the split-dollar
    life insurance policies paid by us.

(4) Includes $9,750 in 2002 representing imputed income for use of company
    vehicle.

  OPTION GRANTS AND POTENTIAL REALIZABLE VALUES TABLE

     No option grants were made by Lamar Advertising to the named executive
officers during fiscal year 2002.

  OPTION EXERCISES AND YEAR-END VALUES TABLE

     The following table sets forth certain information concerning exercisable
and unexercisable stock options for Lamar Advertising Class A common stock held
by the named executive officers as of December 31, 2002.

<Table>
<Caption>
                                            NUMBER OF SECURITIES
                                           UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                                                 OPTIONS AT             IN-THE-MONEY OPTIONS AT
                                             FISCAL YEAR-END(#)            FISCAL YEAR-END($)
NAME                                      EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE(1)
- ----                                      -------------------------   ----------------------------
                                                                
Kevin P. Reilly, Jr. ...................        68,250/29,250                493,448/211,477
Keith A. Istre..........................       119,800/22,400              1,103,684/106,272
</Table>

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

(1) Based on the difference between the option exercise price and the closing
    price of the underlying Class A common stock on December 31, 2002, which
    closing price was $33.65.

DIRECTOR COMPENSATION

     During 2002, directors who were not employed by us received a fee of $1,500
a month from Lamar Advertising and were reimbursed for travel expenses incurred
to attend board meetings. Prior to December 2002, the members and Chairman of
Lamar Advertising Audit Committee received fees of $2,500 a year and $5,000 a
year, respectively. Effective December 2002, these fees were increased to $9,000
a year and $18,000 a year, respectively. Lamar Media does not pay any additional
compensation to its non-employee directors for their service as such.

                                        36


EMPLOYEE BENEFIT PLANS

     Lamar Advertising has the following two equity plans:

  1996 EQUITY INCENTIVE PLAN

     Lamar Advertising's 1996 Equity Incentive Plan provides for the grant of
stock options (incentive and nonstatutory), stock appreciation rights,
restricted stock and unrestricted stock for the purchase of shares of Class A
common stock. Awards under the plan can be granted to employees, consultants and
directors of Lamar Advertising as well as employees and consultants of its
eligible subsidiaries who are capable of contributing significantly to its
successful performance. The Lamar Advertising Compensation Committee administers
the plan and selects the participants and establishes the terms and conditions
of each option or other equity right granted under the plan, including the
exercise price, the number of shares subject to options or other equity rights
and the time(s) at which such options become exercisable. Subject to certain
limitations the Compensation Committee may delegate to one or more executive
officers the power to make awards to participants who are not subject to Section
16 of the Securities Exchange Act of 1934 or "covered employees" for purposes of
Section 162(m) of the Internal Revenue Code. The Compensation Committee has
authorized the Chief Financial Officer to grant options to purchase shares of
Class A common stock to each such participant.

     The exercise price of all incentive stock options, or ISOs, within the
meaning of Section 422 of the Internal Revenue Code granted under the plan must
be at least equal to 100% of the fair market value of the option shares on the
date of grant. The term of any ISO granted under the plan may not exceed ten
years.

  2000 EMPLOYEE STOCK PURCHASE PLAN

     All of Lamar Advertising's employees are eligible to participate in its
2000 Employee Stock Purchase Plan. Five hundred thousand shares of Class A
common stock (subject to adjustments for stock-splits and similar capital
changes) were reserved for issuance under the Lamar Advertising Purchase Plan in
2000, subject to annual increases of a maximum of 500,000 shares per year,
beginning in 2001. The Purchase Plan is intended to qualify as an "employee
stock purchase plan" within the meaning of Section 423. Rights to purchase Class
A common stock under the Purchase Plan are granted at the discretion of the
Lamar Advertising Board of Directors, which determines the frequency and
duration of individual offerings under the Purchase Plan and the dates when
stock may be purchased. Offerings may last up to twenty-seven months or such
longer period as may then be consistent with Section 423 of the Code, however,
offerings generally last six months. Eligible employees participate voluntarily
and may withdraw from any offering at any time before stock is purchased.
Participation terminates automatically upon termination of employment, except
termination because of disability or death.

     The purchase price per share of Class A common stock in an offering is
determined by Lamar Advertising's Board of Directors from time to time; provided
that the purchase price per share shall not be less than 85% of the lesser of
its fair market value at the beginning of the offering period or on the
applicable exercise date. The purchase price may be paid through payroll
deductions, lump sum payments, delivery of shares of Class A common stock, or a
combination thereof subject to the discretion of Lamar Advertising's Board of
Directors, but purchases are currently being allowed only through payroll
deductions. The Purchase Plan terminates on April 1, 2010.

     In accordance with Section 423 of the Code, no employee may participate in
an offering under the Purchase Plan if, immediately after the right to acquire
shares of Class A common stock in the offering is granted, the employee would
own 5% or more of Lamar Advertising's voting stock (including stock that may be
purchased through subscriptions under the Purchase Plan or any other options),
nor may an employee buy more than $25,000 worth of stock (determined by the fair
market value of the common stock at the time the right to purchase the Class A
common stock is granted) through the Purchase Plan in any calendar year.

                                        37


                             PRINCIPAL STOCKHOLDERS

     We are a wholly owned subsidiary of Lamar Advertising, which owns all 100
shares of our outstanding common stock.

     The following table and footnotes set forth certain information regarding
the beneficial ownership of Lamar Advertising's common stock as of July 1, 2003
by (i) persons known by us to be beneficial owners of more than 5% of either
class of its common stock, (ii) its Chief Executive Officer and each of the
other executive officers other than the Chief Executive Officer and directors,
(iii) all current executive officers and directors of Lamar Advertising as a
group and (iv) our directors that are not directors of Lamar Advertising. The
amounts and percentages of Lamar Advertising's common stock beneficially owned
are reported on the basis of regulations of the Commission governing the
determination of beneficial ownership of securities. Under the rules of the
Commission, a person is deemed to be a beneficial owner of a security if that
person has or shares voting power, which includes the power to vote or to direct
the voting of the security, or investment power, which includes the power to
dispose of or to direct the disposition of the security. Except as otherwise
indicated, the address of each beneficial owner listed below is c/o Lamar
Advertising Company, 5551 Corporate Blvd., Baton Rouge, LA 70808 and except as
otherwise indicated, we believe each beneficial owner named below has sole
voting and sole investment power with respect to all shares beneficially owned
by them.

<Table>
<Caption>
                                                            TITLE OF     NUMBER OF     PERCENT OF
DIRECTORS, OFFICERS AND 5% STOCKHOLDERS                      CLASS         SHARES        CLASS
- ---------------------------------------                     --------     ----------    ----------
                                                                              
Kevin P. Reilly, Jr. .....................................  Class A         213,123(1)       *
                                                            Class B(2)   11,362,250(3)    69.2%(4)
Sean E. Reilly............................................  Class A          68,250(5)       *
                                                            Class B(2)   10,782,835(3)    65.7%(6)
Anna Reilly Cullinan......................................  Class B(2)   10,665,280(3)    65.0%(7)
The Reilly Family Limited Partnership.....................  Class B(2)    9,000,000       54.8%(8)
Janus Capital Corporation.................................  Class A       9,100,395(9)    10.5%
  100 Fillmore Street
  Denver, CO 80206
FMR Corp..................................................  Class A       8,444,508(10)     9.7%
  82 Devonshire Street
  Boston, MA 02109
Putnam, LLC...............................................  Class A       8,364,277(11)     9.6%
  One Post Office Square
  Boston, MA 02109
AIM Management Group Inc. ................................  Class A       5,652,158(12)     6.5%
  11 Greenway Plaza
  Suite 100
  Houston, TX 77046
Wellington Management Company, LLP........................  Class A       5,027,706(13)     5.8%
  75 State Street
  Boston, MA 02109
Charles W. Lamar, III.....................................  Class A       4,932,555(14)     5.7%
Gerald H. Marchand........................................  Class A         188,189(15)       *
Keith A. Istre............................................  Class A         121,112(16)       *
T. Everett Stewart, Jr. ..................................  Class A          97,950(17)       *
Stephen P. Mumblow........................................  Class A          13,000(18)       *
John Maxwell Hamilton.....................................  Class A          13,000(19)       *
Thomas V. Reifenheiser....................................  Class A          12,000(20)       *
All directors and executive officers of Lamar Advertising
  as a group (10 Persons).................................  Class A      20,485,544(21)    19.8%(22)
</Table>

                                        38


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

  *  Less than 1%

 (1) Includes 68,250 shares of Class A common stock subject to stock options
     exercisable within 60 days of July 1, 2003.

 (2) Upon the sale of any shares of Class B common stock to a person other than
     to a Permitted Transferee, such shares will automatically convert into
     shares of Class A common stock. Permitted Transferees include (i) Kevin P.
     Reilly, Sr.; (ii) a descendant of Kevin P. Reilly, Sr.; (iii) a spouse or
     surviving spouse (even if remarried) of any individual named or described
     in (i) or (ii) above; (iv) 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 (i), (ii) and (iii)
     above; and (v) 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 (i), (ii), (iii) and
     (iv) above. Except for voting rights, the Class A and Class B common stock
     are substantially identical. The holders of Class A common stock and Class
     B common stock vote together as a single class (except as may otherwise be
     required by Delaware law), with the holders of Class A common stock
     entitled to one vote per share and the holders of Class B common stock
     entitled to ten votes per share, on all matters on which the holders of
     common stock are entitled to vote.

 (3) Includes 9,000,000 shares held by the Reilly Family Limited Partnership
     (the "RFLP"), of which Kevin Reilly, the President and Chief Executive
     Officer of Lamar Advertising, is the managing general partner. Kevin
     Reilly's three siblings, Anna Reilly Cullinan, Sean E. Reilly and Wendell
     S. Reilly are the other general partners of the RFLP. The managing general
     partner has sole voting power over the shares but dispositions of the
     shares require the approval of 50% of the general partnership interests of
     the RFLP.

 (4) Represents 11.0% of the Class A common stock if all shares of Class B
     common stock are converted into Class A common stock.

 (5) Consists of 68,250 shares of Class A common stock subject to stock options
     exercisable within 60 days of July 1, 2003.

 (6) Represents 10.4% of the Class A common stock if all shares of Class B
     common stock are converted into Class A common stock.

 (7) Represents 10.3% of the Class A common stock if all shares of Class B
     common stock are converted into Class A common stock.

 (8) Represents 8.7% of the Class A common stock if all shares of Class B common
     stock are converted into Class A common stock.

 (9) Janus Capital Corporation shares voting and investment power as to 9,300 of
     these shares. Based on the Schedule 13G/A filed with the Commission by
     Janus Capital Corporation for the year ended December 31, 2002.

(10) Includes 137,633 shares beneficially owned by its wholly owned subsidiaries
     and 695,675 shares of Class A common stock that could be acquired upon the
     conversion of $32,175,000 principal amount of Lamar Advertising's 5.25%
     Convertible Notes due 2006 owned by FMR Corp. Based on the Schedule 13G/A
     filed by FMR Corp. with the Commission for the year ended December 31,
     2002.

(11) Putnam, LLC d/b/a Putnam Investment ("PI") shares voting power as to
     190,750 of these shares with Putnam Investment Management, LLC and as to
     219,278 of these shares with The Putnam Advisory Co., LLC and shares
     investment power with Putnam Investment Management, LLC and The Putnam
     Advisory Co., LLC as to 7,805,969 and 558,308 of these shares,
     respectively. Based on the Schedule 13G/A filed by PI with the Commission
     for the year ended December 31, 2002.

(12) Based on the Schedule 13G/A for the year ended December 31, 2002 filed by
     AIM Management Group, Inc. with the Commission on behalf of itself and its
     wholly owned subsidiaries, AIM Advisors, Inc., AIM Capital Management, Inc.
     and AIM Private Asset Management, Inc.

                                        39


(13) Wellington Management Company, LLP shares voting power as to 4,483,685 of
     these shares and shares investment power as to 5,027,706 of these shares.
     Based on the Schedule 13G filed by Wellington Management Company, LLP with
     the Commission for the year ended December 31, 2002.

(14) Includes (a) 425,000 shares that Mr. Lamar has exchanged for units in
     exchange funds over which he retains voting power; (b) 1,036,324 shares
     held in trust for Mr. Lamar's two minor children who reside with him and in
     a charitable lead annuity trust; Mr. Lamar disclaims beneficial ownership
     of these shares; (c) 1,000,000 shares held by a private exchange fund, as
     to which Mr. Lamar is deemed the beneficial owner; (d) 70,000 shares that
     the trusts for Mr. Lamar's two minor children who reside with him have
     exchanged for units in an exchange fund over which they retain voting
     power; Mr. Lamar disclaims beneficial ownership of these shares; (e)
     2,038,198 shares held by CWL3, LLC; CWL3, No. 2DG, LLC; CWL3, No. 3C, LLC
     and two grantor retained annuity trusts; as to which Mr. Lamar is deemed
     the beneficial owner; and (f) 50,750 shares owned by Mr. Lamar's spouse and
     2,404 shares owned by Mr. Lamar's minor children, as to which Mr. Lamar
     disclaims beneficial ownership; and (g) 300,000 shares that are subject to
     pledge pursuant to a forward sale contract.

(15) Includes 44,000 shares of Class A common stock subject to stock options
     exercisable within 60 days of July 1, 2003, and 66,389 shares owned by the
     Marchand Family Partnership of which Mr. Marchand is a partner. Mr.
     Marchand shares voting power over the partnership shares with his wife.

(16) Includes 119,800 shares of Class A common stock subject to stock options
     exercisable within 60 days of July 1, 2003.

(17) Includes 49,950 shares of Class A common stock subject to stock options
     exercisable within 60 days of July 1, 2003.

(18) Includes 12,000 shares of Class A common stock subject to stock options
     exercisable within 60 days of July 1, 2003.

(19) Includes 12,000 shares of Class A common stock subject to options
     exercisable within 60 days of July 1, 2003.

(20) Consists of 12,000 shares of Class A common stock subject to options
     exercisable within 60 days of July 1, 2003.

(21) See Notes 1, 3, 5, 14, 15, 16, 17, 18, 19 and 20.

(22) Assumes the conversion of all shares of Class B common stock into shares of
     Class A common stock.

                                        40


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We purchased approximately $2.4 million, $1.8 million and $1.2 million of
highway signs and transit bus shelters from Interstate Highway Signs Corp.,
which represented approximately 15%, 13% and 12% of total capitalized
expenditures for our logo sign and transit advertising businesses during the
years ended December 31, 2000, 2001 and 2002, respectively. We do not use
Interstate Highway Signs Corp. exclusively for our highway sign and transit bus
shelter purchases. Interstate Highway Signs Corp. is a wholly owned subsidiary
of Sign Acquisition Corp. Kevin P. Reilly, Jr., our President, Chief Executive
Officer and Director, has voting control over a majority of the outstanding
shares of Sign Acquisition Corp. through a voting trust.

     We advanced T. Everett Stewart, Jr., one of our directors, $87,000 on
January 9, 2002 as an advancement against his bonus for fiscal year 2001. This
loan was paid in full on January 24, 2002.

     Effective July 1, 1996, the Lamar Texas Limited Partnership, our
subsidiary, and Reilly Consulting Company, L.L.C., which Kevin P. Reilly, Sr.
controls, entered into a consulting agreement. This consulting agreement has a
ten year term and provides for a $120,000 annual consulting fee. The agreement
contains a non-disclosure provision and a non-competition restriction which
extends for two years beyond the termination of the agreement.

     We also have a lease arrangement with Reilly Enterprises, LLC, which Kevin
P. Reilly, Sr. controls, for the period beginning October 1, 2001 and continuing
for sixty consecutive months for the use of an airplane. We pay a fee of $5,000
per month plus expenses which entitles us to 6.67 hours of flight time, any
unused portion of which is carried over into the next succeeding month. The
total fees paid under this arrangement for fiscal 2002 were $75,315.

     As of December 31, 2002, we had a receivable of $919,631 for premiums paid
on split-dollar life insurance arrangements for Kevin P. Reilly, Sr. that were
entered into in 1990 and 1995 as a component of his compensation as our Chief
Executive Officer and his continuing retirement benefits thereafter. In
accordance with the terms of the arrangements, we will recover all of the
cumulative premiums paid by us upon the termination, surrender or cancellation
of the policies or upon the death of the insured.

     Kevin P. Reilly, Sr. is the father of Kevin P. Reilly, Jr., our President,
Chief Executive Officer and Director, and Sean E. Reilly, also one of our
Directors.

     As of December 31, 2000, 2001 and 2002, we had a receivable from Lamar
Advertising, our parent, in the amount of $7.3 million, $9.7 million, and $5.5
million, respectively.

     We have made two loans to Live Oak Living Centers, LLC. One loan was for
$60,597 at an interest rate of 7.5% and the other loan was for $112,000 at an
interest rate of 6%. Kevin P. Reilly, Jr., our President, Chief Executive
Officer and Director, has a 15% ownership interest in the LLC. Sean E. Reilly,
Kevin P. Reilly, Jr.'s brother and also one of our Directors, has a 7.5%
ownership interest in the LLC. Both loans, totaling $207,765 in outstanding
principal and interest, were repaid in full in September 2002.

     On September 6, 2002, our parent Lamar Advertising entered into an
agreement with Charles W. Lamar III, its director, to settle Mr. Lamar's
obligation to reimburse Lamar Advertising for premiums that it had paid under a
split-dollar life insurance policy. These premiums had been paid under an
original policy, which was subsequently surrendered to a new insurer for a new
policy. Lamar Advertising paid no further premiums under the new policy but the
new policy replaced the surrendered policy as collateral for the $90,219 in
aggregate premiums paid by Lamar Advertising under the old policy. In exchange
for the right to receive the death proceeds from the new policy at some
indeterminate future date, Lamar Advertising accepted stock of the original
insurer, which was issued in connection with its demutualization, and cash with
a value of approximately $53,393 in full satisfaction of this obligation.

     Our director, Sean Reilly, is the Chief Operating Officer and President of
the Outdoor Division of our parent, Lamar Advertising. Mr. Reilly received a
salary of $190,000 and a bonus of $125,000 for the year ended 2002 from Lamar
Advertising. Sean Reilly is the brother of our Chief Executive Officer, Kevin
Reilly, Jr.
                                        41


                       RATIO OF EARNINGS TO FIXED CHARGES

     The following table sets forth our ratios of earnings to fixed charges and
the amount by which earnings were insufficient to cover fixed charges for each
of the periods shown:

<Table>
<Caption>
                                                         YEAR ENDED DECEMBER 31,
                       THREE MONTHS ENDED   -------------------------------------------------
                         MARCH 31, 2003      2002       2001       2000      1999      1998
                       ------------------   -------   --------   --------   -------   -------
                                                                    
Ratio of earnings to
  fixed charges......         0.13x           0.73x      0.12x      0.30x     0.53x     0.84x
Coverage deficiency
  (in thousands).....       $27,849         $37,392   $136,436   $127,809   $52,468   $12,081
</Table>

     For purposes of this ratio, earnings is defined as net earnings (loss)
before income taxes and cumulative effect of a change in accounting principle
and fixed charges. Fixed charges is defined as the sum of interest expense,
preferred stock dividends and the component of rental expense that we believe to
be representative of the interest factor for those amounts.

                               THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

     The original notes were initially issued and sold on June 12, 2003. Those
sales were not registered under the Securities Act of 1933, as amended, in
reliance upon the exemption provided by Section 4(2) of the Securities Act and
Rule 144A under the Securities Act. We and the initial purchasers of the
original notes entered into a registration rights agreement on the issuance date
of the original notes. Under the registration rights agreement, we agreed to
file and cause to become effective with the SEC the registration statement of
which this prospectus is a part to effect the exchange of original notes for
exchange notes.

     The sole purpose of this exchange offer is to fulfill our obligations under
the registration rights agreement.

CONDITIONS TO EXCHANGE OFFER

     Completion of the exchange offer is subject to the conditions that the
exchange offer not violate any applicable law or interpretation of the staff of
the Division of Corporation Finance of the SEC and that no injunction, order or
decree has been issued that would prohibit, prevent or materially impair our
ability to proceed with the exchange offer. The exchange offer is also subject
to various procedural requirements discussed below with which holders must
comply. We reserve the right, in our absolute discretion, to waive compliance
with these requirements subject to applicable law, however, all conditions must
be satisfied or waived prior to the expiration of the exchange offer in order
for exchange notes to be issued in exchange for original notes.

     In addition, we will not accept for exchange any original notes tendered,
and no exchange notes will be issued in exchange for any such original notes, if
at such time any stop order shall be threatened or in effect with respect to the
registration statement of which this prospectus is a part or qualification of
the Indenture under the Trust Indenture Act of 1939, as amended.

TERMS OF THE EXCHANGE OFFER

     We are offering to exchange, upon the terms and subject to the conditions
described in this prospectus and the accompanying letter of transmittal, $1,000
principal amount of exchange notes for each $1,000 principal amount of original
notes. Based on the position of the staff of the Division of Corporation Finance
of the SEC as stated in certain interpretive letters issued to third parties in
other transactions, we believe that the exchange notes will generally be freely
transferable by holders thereof. See "Plan of Distribution" on page 83.
Otherwise, the terms of the exchange notes are identical in all respects to the

                                        42


terms of the original notes for which they may be exchanged pursuant to this
exchange offer. The exchange notes will evidence the same debt as the original
notes and will be entitled to the benefits of the indenture. See "Description of
the Exchange Notes" on page 54.

     Each broker-dealer that receives exchange notes for its own account in
exchange for original notes, where those original notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of those exchange notes. See "Plan of distribution" on page 83.

     If you are an affiliate of ours or if you intend to participate in the
exchange offer for the purpose of distributing the exchange notes, or if you are
a broker-dealer that purchased original notes from us to resell pursuant to Rule
144A or any other available exemption under the Securities Act, you will not be
permitted or entitled to tender those original notes in the exchange offer and
must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any sale or transfer of those original notes
unless that sale is made pursuant to an exemption from such requirements. See
"Plan of Distribution" on page 83.

     The exchange offer is not conditioned upon any minimum aggregate principal
amount of original notes being tendered or accepted for exchange.

     Holders of original notes do not have any appraisal or dissenters' rights
in connection with this exchange offer.

     Neither we nor our board of directors makes any recommendation to you as to
whether to tender or refrain from tendering all or any portion of your original
notes in this exchange offer. In addition, no one has been authorized to make
any recommendation as to whether you should tender notes in this exchange offer.
You must make your own decision whether to tender original notes in the exchange
offer and, if so, the aggregate amount of original notes to tender based on your
own financial positions and requirements.

     If any tendered original notes are not accepted for exchange because of an
invalid tender, global securities for any such unaccepted original notes will be
returned, without expense, to the tendering holder promptly after completion of
this exchange offer.

     Holders who tender original notes in connection with this exchange offer
will not be required to pay brokerage commissions or fees or, subject to the
instructions in the letter of transmittal, transfer taxes with respect to the
exchange of original notes in connection with this exchange offer. We will pay
all charges and expenses in connection with this exchange offer. See "-- Fees
and Expenses" on page 49.

EXPIRATION DATE; EXTENSIONS; TERMINATION; AMENDMENTS

     The exchange offer will expire at 5:00 p.m., New York City time, on
          , 2003 unless we, in our sole discretion, extend the period during
which the exchange offer is open by giving written notice to the exchange agent
and by timely public announcement communicated no later than 5:00 p.m. on the
next business day following the date for expiration, unless otherwise required
by applicable law or regulation, by making a press release. During any extension
of the exchange offer, all original notes previously tendered pursuant to the
exchange offer will remain subject to the exchange offer.

     We expressly reserve the right to:

     - terminate the exchange offer and not accept for exchange any original
       notes if we reasonably determine that the conditions to the exchange
       offer have not been satisfied, and

     - amend the terms of the exchange offer in any manner permitted by
       applicable law, whether before or after any tender of original notes.

     If any such termination or amendment occurs, we will notify the exchange
agent in writing and will either issue a press release or give written notice to
the holders of original notes as promptly as practicable. Unless we terminate
the exchange offer prior to 5:00 p.m., New York City time, on the date of
expiration, we will exchange the exchange notes for original notes as soon as
practicable following the expiration date.
                                        43


     If we waive any material condition to the exchange offer, or amend the
exchange offer in any other material respect, we will promptly disclose such
waiver or amendment by means of a prospectus supplement that will be distributed
to the holders of the original notes, and if at the time that such prospectus
supplement is first sent or given to holders of original notes, the exchange
offer is scheduled to expire at any time earlier than the expiration of a period
ending on the fifth business day from, and including, the date that such
prospectus supplement is first so sent or given, then the exchange offer will be
extended until the expiration of such period of five business days.

     We will mail this prospectus and the related letter of transmittal and
other relevant materials to record holders of original notes and to brokers,
banks and similar persons whose names, or the names of whose nominees, appear on
the lists of holders for subsequent transmittal to beneficial owners of original
notes.

EXCHANGE OFFER PROCEDURES

  HOW TO TENDER

     Your tender to us of original notes pursuant to one of the procedures set
forth below will constitute an agreement between you and us in accordance with
the terms and subject to the conditions stated below and in the letter of
transmittal.

  General procedures

     You may tender your original note by:

     - properly completing and signing the letter of transmittal and delivering
       it, together with the certificate or certificates representing the
       original notes being tendered and any required signature guarantees (or a
       timely confirmation of a book-entry transfer pursuant to the procedure
       described below), to the exchange agent at its address set forth below on
       or prior to the date the exchange offer expires, or

     - complying with the guaranteed delivery procedures described below.

     Each broker-dealer that receives exchange notes for its own account in
exchange for original notes, where those original notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of those exchange notes. See "Plan of Distribution" on page 83.

     If tendered original notes are registered in the name of the signer of the
letter of transmittal and the exchange notes to be issued in exchange for those
original notes are to be issued (and any untendered original notes are to be
reissued) in the name of the registered holder, the signature of such signer
need not be guaranteed. In any other case, the tendered original notes must be
endorsed or accompanied by written instruments of transfer in form satisfactory
to us and duly executed by the registered holder and the signature on the
endorsement or instrument of transfer must be guaranteed by a bank, broker,
dealer, credit union, savings association, clearing agency or other institution
that is a member of a recognized signature guarantee medallion program within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended. If the exchange notes and/or original notes not exchanged are to be
delivered to an address other than that of the registered holder appearing on
the note register for the original notes, the signature on the letter of
transmittal must be guaranteed by one of the institutions just described.

     If your original notes are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee and you wish to tender those
original notes, you should contact that holder promptly and instruct that holder
to tender those original notes on your behalf. If you wish to tender those
original notes yourself, you must, prior to completing and executing the letter
of transmittal and delivering those original notes, make appropriate
arrangements to register ownership of those original notes in your name and
follow

                                        44


the procedures described in the immediately preceding paragraph. The transfer of
record ownership may take considerable time due to the transfer procedures the
broker must follow to register the transfer.

  Book-entry Transfer

     The exchange agent will make a request to establish an account with respect
to the original notes at The Depository Trust Company (DTC) for purposes of the
exchange offer within two business days after receipt of this prospectus, and
any financial institution that is a participant in DTC's system may make
book-entry delivery of original notes by causing DTC to transfer such original
notes into the exchange agent's account at DTC in accordance with DTC's
procedures for transfer. Although delivery of original notes may be effected
through book-entry transfer at DTC, you must send the letter of transmittal,
with any required signature guarantees and any other required documents, to the
exchange agent at the address specified below and it must be received by the
exchange agent on or prior to the date the exchange offer expires or you must
comply with the guaranteed delivery procedures described below.

     The exchange agent and DTC have confirmed that any financial institution
that is a participant in DTC's system may use the Automated Tender Offer Program
procedures to tender original notes.

     Any participant in DTC's system may make book-entry delivery of original
notes by causing DTC to transfer such original notes into the exchange agent's
account in accordance with the Automated Tender Offer Program procedures for
transfer. However, the exchange for original notes so tendered will be made only
after a book-entry confirmation of such book-entry transfer of original notes
into the exchange agent's account, and timely receipt by the exchange agent of
an agent's message and any other documents required by the letter of
transmittal. An agent's message is a message, transmitted by DTC and received by
the exchange agent and forming part of a book-entry confirmation, that states
that DTC has received an express acknowledgment from a participant tendering
original notes that are the subject of such book-entry confirmation that such
participant has received and agrees to be bound by the terms of the letter of
transmittal, and that we may enforce that agreement against that participant.

     THE METHOD OF DELIVERY OF ORIGINAL NOTES AND ALL OTHER DOCUMENTS, INCLUDING
DELIVERY THROUGH DTC AND ANY ACCEPTANCE OF AN AGENT'S MESSAGE THROUGH THE
AUTOMATED TENDER OFFER PROGRAM, IS AT YOUR ELECTION AND RISK. IF YOU SEND THESE
DOCUMENTS BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL, RETURN RECEIPT
REQUESTED, THAT YOU OBTAIN PROPER INSURANCE, AND THAT YOU MAIL THOSE DOCUMENTS
SUFFICIENTLY IN ADVANCE OF THE DATE ON WHICH THE EXCHANGE OFFER EXPIRES TO
PERMIT DELIVERY TO THE EXCHANGE AGENT ON OR BEFORE SUCH DATE.

  Guaranteed Delivery Procedures

     If you wish to accept the exchange offer and time will not permit a letter
of transmittal or original notes to reach the exchange agent before the date on
which the exchange offer expires, you must deliver to the exchange agent a
letter, telegram or facsimile transmission from a bank, broker, dealer, credit
union, savings association, clearing agency or other institution that is a
member of a recognized guarantee medallion program within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, stating:

     - the name and address of the tendering holder,

     - the principal amount of the original notes being tendered,

     - the names in which the original notes are registered,

     - if possible, the certificate numbers of the original notes to be
       tendered, and

     - that the tender is being made thereby and guaranteeing that within three
       New York Stock Exchange trading days after the date of execution of such
       letter, telegram or facsimile transmission by the appropriate submitting
       institution, the original notes, in proper form for transfer, will be
                                        45


       delivered by such appropriate submitting institution together with a
       properly completed and duly executed letter of transmittal (and any other
       required documents).

     Such a tender will be effective only if such notice is received by the
exchange agent before the exchange offer expires.

     Unless original notes being tendered by the above-described method (or a
timely book-entry confirmation) are deposited with the exchange agent within the
time period set forth above (accompanied or preceded by a properly completed
letter of transmittal and any other required documents), we may, at our option,
reject the tender. Copies of a notice of guaranteed delivery that may be used by
appropriate submitting institutions for the purposes described in the paragraphs
above are available from the exchange agent.

     A tender will be deemed to have been received as of the date when your
properly completed and duly signed letter of transmittal or agent's message
accompanied by the original notes (or a timely book-entry confirmation) is
received by the exchange agent. Issuances of exchange notes in exchange for
original notes tendered pursuant to a notice of guaranteed delivery or letter,
telegram or facsimile transmission to similar effect (as provided above) by an
appropriate submitting institution will be made only against deposit of the
letter of transmittal (and any other required documents) and the tendered
original notes (or a timely book-entry confirmation).

     All questions as to the validity, form, eligibility (including time of
receipt) and acceptance for exchange of any tender of original notes will be
determined by us, which determination will be final and binding. We reserve the
absolute right to reject any and all tenders not in proper form or the
acceptances for exchange of which may, in the opinion of our counsel, be
unlawful. We also reserve the absolute right to waive any of the conditions of
the exchange offer or any defect or irregularities in tenders of any particular
holder whether or not similar defects or irregularities are waived in the case
of other holders. Neither we, the exchange agent nor any other person will be
under any duty to give notification of any defects or irregularities in tenders
or shall incur any liability for failure to give any such notification. Our
interpretation of the terms and conditions of the exchange offer (including the
letter of transmittal and the instructions thereto) will be final and binding.

TERMS AND CONDITIONS OF THE LETTER OF TRANSMITTAL

     The letter of transmittal contains, among other things, the following terms
and conditions, which are part of the exchange offer.

     By tendering your original notes for exchange, you thereby exchange, assign
and transfer the original notes to us and irrevocably constitute and appoint the
exchange agent as your agent and attorney-in-fact to cause the original notes to
be assigned, transferred and exchanged. You will be required to represent and
warrant that you have full power and authority to tender, exchange, assign and
transfer the original notes and to acquire exchange notes issuable upon the
exchange of those tendered original notes, and that, when the same are accepted
for exchange, we will acquire good and unencumbered title to the tendered
original notes, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim or proxy. You will also
warrant that you will, upon request, execute and deliver any additional
documents deemed by us to be necessary or desirable to complete the exchange,
assignment and transfer of tendered original notes by us, and the issuance of
exchange notes in exchange for those notes shall constitute performance in full
by us of our obligations under the registration rights agreement and that we
will have no further obligations or liabilities under that agreement (except in
certain limited circumstances). All authority conferred by you will survive your
death or incapacity, and all of your obligations will be binding upon your
heirs, legal representatives, successors, assigns, executors and administrators.

                                        46


     By tendering original notes and executing the letter of transmittal, or
transmitting an agent's message, as the case may be, you represent that:

     - you are not an affiliate of ours as defined in Rule 405 of the Securities
       Act of 1933;

     - you are not a broker-dealer that owns original notes acquired directly
       from us or from an affiliate of ours;

     - you are acquiring the exchange notes offered hereby in the ordinary
       course of business; and

     - you have not agreed with anyone to distribute the exchange notes.

     If you are a broker-dealer that purchased original notes for your own
account as part of market-making or other trading activities, you represent that
you have not agreed with us or our affiliates to distribute the exchange notes
and agree to deliver a prospectus in connection with any resale of the exchange
notes; and you may exclude the representation in the last bullet point above.

     No person has been authorized to give any information or to make any
representations in connection with the exchange offer other than those contained
in this prospectus. If given or made, such information or representations should
not be relied upon as having been authorized by us. Neither the delivery of this
prospectus nor any exchange made hereunder shall, under any circumstances,
create any implication that there has been no change in our business since the
respective dates as of which information is given herein. We are not making the
exchange offer to (nor will tenders be accepted from or on behalf of) holders of
original notes in any jurisdiction in which the making of the exchange offer or
the acceptance thereof would not be in compliance with the laws of such
jurisdiction. However, we may, at our discretion, take such action as we may
deem necessary to make the exchange offer in any such jurisdiction and extend
the exchange offer to holders of original notes in such jurisdiction. In any
jurisdiction the securities laws or blue sky laws of which require the exchange
offer to be made by a licensed broker or dealer, the exchange offer may be made
on our behalf by one or more registered brokers or dealers which are licensed
under the laws of such jurisdiction.

WITHDRAWAL RIGHTS

     You may withdraw any original notes you have tendered pursuant to the
exchange offer at any time prior to the date on which the exchange offer
expires.

     For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the exchange agent at its
address set forth below in the "Exchange agent" section prior to the date on
which the exchange offer expires. Any such notice of withdrawal must state:

     - the person named in the letter of transmittal as having tendered original
       notes to be withdrawn;

     - if possible, the certificate numbers of original notes to be withdrawn;

     - the principal amount of original notes to be withdrawn;

     - a statement that such holder is withdrawing its election to have those
       original notes exchanged, and

     - the name of the registered holder of those original notes.

     The withdrawal notice must be signed by the holder in the same manner as
the original signature on the letter of transmittal (including any required
signature guarantees) or be accompanied by evidence satisfactory to us that the
person withdrawing the tender has succeeded to the beneficial ownership of the
original notes being withdrawn.

     The exchange agent will return the properly withdrawn original notes
promptly following receipt of the notice of withdrawal. We will determine all
questions as to the validity of notices of withdrawal, including time of
receipt, and such determinations will be final and binding on all persons.

                                        47


ACCEPTANCE OF ORIGINAL NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES

     Upon the terms and subject to the conditions of the exchange offer, we will
choose and notify the exchange agent of the date on which the acceptance for
exchange of original notes validly tendered and not withdrawn and the issuance
of the exchange notes will be made. For the purposes of the exchange offer, we
will be deemed to have accepted for exchange validly tendered original notes
when we have given written notice thereof to the exchange agent.

     The exchange agent will act as agent for the tendering holders of original
notes for the purposes of receiving exchange notes from us and causing the
original notes to be assigned, transferred and exchanged. Upon the terms and
subject to the conditions of the exchange offer, delivery of the exchange notes
to be issued in exchange for accepted original notes will be made by the
exchange agent promptly after acceptance of the tendered original notes.
Original notes not accepted for exchange by us will be returned without expense
to the tendering holders (or in the case of original notes tendered by
book-entry transfer into the exchange agent's account at DTC pursuant to the
procedures described above, such non-exchanged original notes will be credited
to an account maintained with DTC) promptly following the date on which the
exchange offer expires, or, if we terminate the exchange offer prior to such
date, promptly after the exchange offer is so terminated.

ACCRUED INTEREST ON EXCHANGE NOTES

     You will not receive accrued but unpaid interest on original notes at the
time you tender them. Rather, that interest will be payable on the exchange
notes delivered in exchange for the original notes on the first interest payment
date after the exchange date.

ACCOUNTING TREATMENT

     The exchange notes will be recorded at the same carrying value as the
original notes for which they are exchanged, which is the aggregate principal
amount of the original notes, as reflected in our accounting records on the date
of exchange. Accordingly, no gain or loss for accounting purposes will be
recognized in connection with the exchange offer. The cost of the exchange offer
will be amortized over the term of the exchange notes.

EXCHANGE AGENT

     Wachovia Bank has been appointed as the exchange agent for the exchange
offer. You should direct questions and requests for assistance and requests for
additional copies of this prospectus or of the letter of transmittal to the
exchange agent as follows:

     By Mail, Hand or Overnight Delivery:

          Wachovia Bank
          Customer Information Center
          Corporate Trust Operations -- NC1153
          1525 West WT Harris Blvd -- 3C3
          Charlotte, NC 38262
          Attention: Ms. Marsha Rice

     Telephone:
          (704) 590-7413

     By Fax (for eligible institutions only):
          (704) 590-7628

     Delivery to an address other than as stated above, or transmissions of
instructions to a facsimile number other than the one stated above, will not
constitute a valid delivery.

     Original notes may also be delivered to:

          Wachovia Bank, N.A.
        40 Broad Street, 5th Floor
        New York, New York 10004
        Attention: Keith Williams

                                        48


FEES AND EXPENSES

     We have not retained any dealer-manager or similar agent in connection with
the exchange offer and will not make any payments to brokers, dealers or others
for soliciting acceptances of the exchange offer. We will, however, pay the
exchange agent reasonable and customary fees for its services and will reimburse
it for reasonable out-of-pocket expenses in connection with its services. We
will also pay brokerage houses and other custodians, nominees and fiduciaries
the reasonable out-of-pocket expenses incurred by them in forwarding tenders for
their customers. We will pay the expenses to be incurred in connection with the
exchange offer, including the fees and expenses of the exchange agent, printing,
accounting and legal fees.

     Holders who tender their original notes for exchange notes will not be
obligated to pay any transfer taxes in connection with the exchange. If,
however, exchange notes are to be delivered to, or are to be issued in the name
of, any person other than the registered holder of the original notes tendered,
or if a transfer tax is imposed for any reason other than the exchange of the
original notes in connection with the exchange offer, then the amount of any
such transfer taxes (whether imposed on the registered holder or any other
person) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemption from such taxes is not submitted with the
letter of transmittal, the amount of such taxes will be billed directly to such
tendering holder.

                                        49


                      DESCRIPTION OF MATERIAL INDEBTEDNESS

     The following is a description of our material indebtedness, other than the
original notes and the exchange notes. For a complete description of their terms
we refer you to the credit and security agreements and indentures to which each
summary relates, copies of which we will provide upon request.

BANK CREDIT FACILITY

     Our bank credit facility, for which JPMorgan Chase Bank serves as
administrative agent, consists of (1) a $225 million revolving bank credit
facility, (2) a $975 million term facility with two tranches, a $300 million
Term A facility and a $675 million Term B facility, and (3) a $500 million
incremental facility. The incremental facility permits us to request that our
lenders enter into commitments to make additional term loans to us, up to a
maximum aggregate amount of $500 million. Our lenders have no obligation to make
additional loans to us under the incremental facility, but may enter into such
commitments in their sole discretion.

  REDUCTIONS IN COMMITMENTS; AMORTIZATION

     The Term A and Term B loans will begin amortizing on March 5, 2005. The
Term A loan amortizes in quarterly installments that increase as follows
(dollars in thousands):

<Table>
                                                           
March 31, 2005 -- December 31, 2005.........................  $11,250
March 31, 2006 -- December 31, 2006.........................   15,000
March 31, 2007 -- December 31, 2008.........................   18,750
March 31, 2009 -- June 30, 2009.............................   22,500
</Table>

The Term B loan amortizes in nominal amounts until maturity. The revolving bank
credit facility and the Term A facility loans will mature on June 30, 2009. The
Term B loans will mature on June 30, 2010.

  INTEREST

     Interest on borrowings under the facilities will be calculated, at our
option, at a spread above a base rate equal to either:

     - the "Adjusted Base Rate" which is equal to the highest of:

          (1) the rate publicly announced by JPMorgan Chase Bank as its prime
              lending rate; and

          (2) the applicable federal funds rate plus 0.5%;

or

     - the rate at which eurodollar deposits for one, two, three or six months
       (as selected by us) are quoted on the Dow Jones Telerate Screen.

     The spread applicable to borrowings under the revolving credit, Term A and
Term B facilities will be determined by reference to our trailing leverage ratio
(total debt to trailing four fiscal quarter EBITDA, as defined in the bank
credit facility (see "-- Covenants" below)). The spread applicable for
borrowings under (i) the revolving credit and Term A facility is currently .75%
for base rate loans and 2.0% for eurodollar loans and, (ii) the Term B facility
is currently 1.25% for base rate loans and 2.25% for eurodollar loans.

  GUARANTEES; SECURITY

     Our obligations under our bank credit facility are guaranteed by Lamar
Advertising and all of our restricted subsidiaries (all of our existing
subsidiaries, except Missouri Logos, a Partnership, a non-wholly owned
subsidiary). The guarantees are secured by a pledge of all of our capital stock
and all of the capital stock of those subsidiaries.

                                        50


  COVENANTS

     Under the terms of the bank credit facility, we and our subsidiaries are
not permitted to incur any additional indebtedness over $100 million at any one
time outstanding except:

     - indebtedness created by the bank credit facility;

     - indebtedness in respect of notes issued by us so long as no default
       exists at the time of the issuance or would result from the issuance and
       the terms of the notes comply with certain conditions;

     - existing indebtedness or any extension, renewal, refunding or replacement
       of any existing indebtedness or indebtedness incurred by the issuance of
       notes as referred to in the paragraph above; and

     - indebtedness of ours to any wholly owned subsidiary and of any wholly
       owned subsidiary to us.

     The bank credit facility also places certain restrictions upon our, and our
subsidiaries', ability to, among other things:

     - incur liens or guarantee obligations;

     - pay dividends and make other distributions including distributions to
       Lamar Advertising;

     - make investments and enter into joint ventures or hedging agreements;

     - dispose of assets; and

     - engage in transactions with affiliates except on an arms-length basis.

     In addition, under the bank credit facility we and our subsidiaries cannot
exceed the following financial ratios:

     - a total debt ratio, defined as total consolidated debt to EBITDA, as
       defined below, for the most recent four fiscal quarters, of 6.00 to 1
       (through December 30, 2004) and 5.75 to 1 (after December 30, 2004);

     - a senior debt ratio, defined as total consolidated senior debt to EBITDA,
       as defined below, for the most recent four fiscal quarters, of 4.00 to 1
       (through December 30, 2004) and 3.75 to 1 (after December 30, 2004);

     The bank credit facility also requires us and our subsidiaries to maintain
the following financial ratios:

     - an interest coverage ratio, defined as EBITDA, as defined below, for the
       most recent four fiscal quarters to total consolidated accrued interest
       expense for that period, of at least 2.25 to 1; and

     - a fixed charges coverage ratio, defined as the ratio of EBITDA, as
       defined below, for the most recent four fiscal quarters to (1) the total
       payments of principal and interest on debt for such period (2) capital
       expenditures made during such period and (3) income and franchise tax
       payments made during such period, of at least 1.05 to 1.

     As defined under the bank credit facility, EBITDA is, for any period,
operating income for Lamar Media and our restricted subsidiaries (determined on
a consolidated basis without duplication in accordance with GAAP) for such
period (calculated before taxes, interest expense, depreciation, amortization
and any other non-cash income or charges accrued for such period and (except to
the extent received or paid in cash by Lamar Media or any of our restricted
subsidiaries) income or loss attributable to equity in affiliates for such
period) excluding any extraordinary and unusual gains or losses during such
period and excluding the proceeds of any casualty events whereby insurance or
other proceeds are received and certain dispositions not in the ordinary course.
Any dividend payment made by Lamar Media or any of our restricted subsidiaries
to Lamar Advertising during any period to enable Lamar Advertising to pay
certain qualified expenses on behalf of Lamar Media and its subsidiaries, shall
be treated as operating expenses of Lamar Media for the purposes of calculating
EBITDA for such period. EBITDA under the

                                        51


bank credit facility is also adjusted to reflect certain acquisitions or
dispositions as if such acquisitions or dispositions were made on the first day
of such period.

  CHANGE OF CONTROL

     A change of control of Lamar Media constitutes an event of default,
permitting the lenders to accelerate the indebtedness and terminate the bank
credit facility. A change in control would occur if:

     - we cease to be a wholly owned subsidiary of Lamar Advertising;

     - Charles W. Lamar, III or Kevin P. Reilly, Sr. and their immediate family
       (including grandchildren) and entities under their control no longer hold
       sufficient voting stock of Lamar Advertising to elect at all times a
       majority of its board of directors;

     - anyone other than the holders specified in the preceding bullet acquire
       shares of Lamar Advertising representing more than 20% of the ordinary
       voting power or acquire control of Lamar Advertising; or

     - a majority of the seats on Lamar Advertising's board is occupied by
       persons who were neither nominated by the board of directors of Lamar
       Advertising nor appointed by directors so nominated.

8 5/8% SENIOR SUBORDINATED NOTES DUE 2007

     On September 25, 1997, we issued $200 million aggregate principal amount of
8 5/8% Senior Subordinated Notes due 2007 under an indenture among us, as
issuer, certain of our subsidiaries and State Street Bank and Trust Company, as
trustee. These notes are senior subordinated unsecured obligations, which are
subordinated to indebtedness under the bank credit facility and our other senior
indebtedness. These notes are senior to all of our existing and future
subordinated indebtedness. These notes bear interest at 8 5/8% per annum,
payable twice a year on each March 15 and September 15.

     On June 28, 2003, we redeemed $100.0 million in principal amount of our
8 5/8% Senior Subordinated Notes due 2007 with the net proceeds of the offering
of the original notes at an aggregate redemption price of $106.8 million.

     We may redeem the remaining notes, in whole or in part, at any time. If a
redemption occurs before September 15, 2005, we will pay a premium on the
principal amount of the notes. This premium decreases annually from
approximately 4.3% for a redemption on or after September 15, 2002, to
approximately 1.5% for a redemption on or after September 15, 2004, and is
phased out completely on September 15, 2005.

     Our obligations under these notes are guaranteed by all of our
subsidiaries, except Missouri Logos, a Partnership. The guarantees under these
notes are subordinated in right of payment to the guarantees under our bank
credit facility.

     The holders of these notes may force us to immediately repay the principal
on these notes, including interest to the acceleration date, if, among other
things, we fail to make payments on other indebtedness under which we have at
least $10 million outstanding.

     Under the terms of the indenture we and our subsidiaries are not permitted
to incur any additional indebtedness unless certain financial tests are met
after the incurrence of the indebtedness and no default or event of default has
occurred and is continuing at the time or as a consequence of the incurrence of
the indebtedness. The indenture permits us, however, to incur other types of
debt regardless of whether the above conditions are met, such as debt under the
bank credit facility and inter-company debt. The restrictions on our ability to
incur additional indebtedness are the same as those restrictions imposed by the
indenture governing the exchange notes. See "Description of Exchange
Notes -- Material Covenants -- Limitation on Additional Indebtedness and
Preferred Stock of Restricted Subsidiaries" on page 58.

                                        52


     The indenture also places certain restrictions upon our ability and the
ability of our subsidiaries to, among other things:

     - issue preferred stock;

     - pay dividends or make other distributions or redeem capital stock;

     - incur liens or guarantee obligations;

     - dispose of assets; and

     - engage in transactions with affiliates except on an arms' length basis.

     Upon a "change of control" (as defined in the indenture), we will be
obligated to offer to purchase all of the outstanding notes at a purchase price
of 101% of the principal amount plus accrued interest, if any. In addition, if
we sell certain assets, we will be obligated to offer to purchase outstanding
notes with the proceeds of the asset sale at a purchase price of 100% of the
principal amount plus accrued interest, if any.

11% SENIOR NOTES DUE 2003

     On May 15, 1993, we issued $100 million aggregate principal amount of 11%
Senior Notes due May 15, 2003 pursuant to an indenture between us, as issuer,
certain of our subsidiaries and State Street Bank and Trust Company, as trustee.
In November 1996 we conducted a tender offer for the 11% Senior Notes, in which
we purchased all validly tendered notes. There are currently $1.2 million
aggregate principal amount of 11% Senior Notes outstanding. They bear interest
at 11% per annum. Interest is payable semi-annually on each May 15 and November
15. They are our senior obligations ranking senior to all present and future
subordinated indebtedness. The indenture places certain restrictions on our
ability to incur indebtedness if the ratio of our consolidated indebtedness to
consolidated operating cash flow for the most recently ended 12 month period is
greater than 7.5 to 1.

8% SUBORDINATED NOTES DUE 2006

     We have 8% subordinated notes due 2006 of which there were $6.3 million
aggregate principal amount outstanding at June 30, 2003. The ten-year
subordinated notes were issued as a portion of the consideration paid on account
of stock redemptions occurring in October 1995 and March 1996. These notes bear
interest at an annual rate of 8% and amortize monthly until their maturity in
2006.

7 1/4% SENIOR SUBORDINATED NOTES DUE 2013

     On December 23, 2002, we issued $260 million aggregate principal amount of
7 1/4% Senior Subordinated Notes due 2013. The original notes constitute a
further issuance of, and form a single series with, these previously issued
notes. The terms of the original notes are substantially identical to the terms
of the exchange notes, except that the original notes were not registered under
the Securities Act of 1933 and are, therefore, subject to transfer restrictions.
The original notes also have registration rights that do not apply to the
exchange notes. See "Description of the Exchange Notes" on page 54.

                                        53


                       DESCRIPTION OF THE EXCHANGE NOTES

     The exchange notes will be issued under an indenture, dated as of December
23, 2002, among Lamar Media, the Guarantors and Wachovia Bank of Delaware,
National Association, as trustee. The terms of the exchange notes include those
stated in the indenture and those made part of the indenture by reference to the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as in
effect on the date of the indenture. The exchange notes are subject to all such
terms, and holders of the exchange notes are referred to the indenture and the
Trust Indenture Act for a statement of the terms therein. The following is a
summary of the material terms and provisions of the exchange notes. The
indenture was filed as an exhibit to our current report on Form 8-K filed on
December 27, 2002 and is also available from us upon request. The following is a
summary of the material terms and provisions of the exchange notes. The
definitions of certain capitalized terms are set forth under "-- Certain
Definitions" or as otherwise defined throughout this description. For purposes
of this description, references to "Lamar Media" include only Lamar Media Corp.
and not its subsidiaries and "Lamar Advertising" includes only Lamar Advertising
Company and not its subsidiaries.

     The exchange notes form a single series with our 7 1/4% Senior Subordinated
Notes due 2013 issued on December 23, 2002 in the principal amount of
$260,000,000 and will be pari passu with and vote on any matter submitted to
bondholders with and otherwise are identical in all respects to the previously
issued notes.

GENERAL

     The exchange notes will be:

     - general unsecured obligations of Lamar Media;

     - subordinated in right of payment to all existing and future senior
       indebtedness of Lamar Media;

     - pari passu in right of payment with Lamar Media's existing 8 5/8% Senior
       Subordinated Notes due 2007, the previously issued 7 1/4% Senior
       Subordinated Notes due 2013, and any additional future senior
       subordinated indebtedness of Lamar Media;

     - senior in right of payment to any existing or future subordinated
       indebtedness of Lamar Media; and

     - effectively subordinated to any secured indebtedness of Lamar Media or
       any of its subsidiaries to the extent of the value of the assets securing
       such indebtedness.

     Lamar Media is dependent upon the receipt of dividends or other payments
from its subsidiaries in order to make payments of interest or principal on the
exchange notes. There are no material contractual restrictions on the ability of
Lamar Media's subsidiaries to pay dividends or other distributions to Lamar
Media. Lamar Media controls its receipt of dividends or other payments from its
wholly owned subsidiaries and, with respect to its sole majority-owned
subsidiary to the extent of its 66 2/3% interest. The subsidiaries are generally
subject to restrictions on paying dividends under the laws of the jurisdictions
of their respective organizations, which in some instances require that
dividends be paid out of the surplus of the value of the subsidiary's net assets
over its capital (usually equal to the par value of the subsidiary's shares) or
if no surplus exists, out of its net profits. These restrictions have not
resulted in, and Lamar Media does not believe that in the future they will
result in, material restrictions on, or limitations to, its receipt of dividends
or other payments from its subsidiaries.

     The exchange notes will be unconditionally guaranteed by each of our
existing and future Restricted Subsidiaries. On the issue date, all of our
subsidiaries (other than Missouri Logos, a Partnership) will guarantee the
exchange notes. The guarantees will be:

     - general unsecured obligations of each guarantor;

     - subordinated in right of payment to all existing and future senior
       indebtedness of each guarantor;

                                        54


     - pari passu in right of payment with each guarantor's guarantee of Lamar
       Media's existing 8 5/8% Senior Subordinated Notes due 2007, the
       previously issued 7 1/4% Senior Subordinated Notes due 2013, and any
       additional future senior subordinated indebtedness of such guarantor;

     - senior in right of payment to any existing or future subordinated
       indebtedness of each guarantor; and

     - effectively subordinated to any secured indebtedness of each guarantor to
       the extent of the value of the assets securing such indebtedness.

     The exchange notes will be issued in an aggregate principal amount of $125
million. We may from time to time issue additional notes pursuant to the
indenture having identical terms and conditions to the exchange notes we are
currently offering (the "Additional Notes"). We will only be permitted to issue
such Additional Notes if at the time of such issuance, and after giving effect
thereto, we are in compliance with the covenants contained in the indenture. Any
Additional Notes will be part of the same issue as the exchange notes that we
are currently offering and will vote on all matters with the exchange notes. In
addition, Lamar Media may incur additional indebtedness if at the time of such
issuance, and after giving effect thereto, we are in compliance with the
covenants contained in the indenture.

MATURITY, INTEREST AND PRINCIPAL

     The exchange notes will mature on January 1, 2013. The exchange notes will
bear interest at a rate of 7 1/4% per year from the date of original issuance
until maturity. Interest is payable semi-annually in arrears on July 1 and
January 1 commencing July 1, 2003, to holders of record of the exchange notes at
the close of business on the immediately preceding June 15 and December 15.

     The exchange notes will not be entitled to the benefit of any mandatory
sinking fund.

OPTIONAL REDEMPTION

     The notes will be redeemable at the option of Lamar Media, in whole or in
part, at any time on or after January 1, 2008 at the following redemption prices
(expressed as a percentage of principal amount), together, in each case, with
accrued and unpaid interest to the redemption date, if redeemed during the
twelve-month period beginning on January 1, of each year listed below:

<Table>
<Caption>
YEAR                                                          PERCENTAGE
- ----                                                          ----------
                                                           
2008........................................................   103.625%
2009........................................................   102.417%
2010........................................................   101.208%
2011 and thereafter.........................................   100.000%
</Table>

     Notwithstanding the foregoing, Lamar Media may redeem in the aggregate up
to 35% of the aggregate principal amount of notes at any time and from time to
time prior to January 1, 2006 at a redemption price equal to 107.25% of the
aggregate principal amount so redeemed, plus accrued interest to the redemption
date out of the net proceeds of one or more public equity offerings by us or by
Lamar Advertising; provided, however, that at least 65% of the aggregate
principal amount of notes originally issued remain outstanding immediately after
the occurrence of any such redemption and that any such redemption occurs within
120 days following the closing of the public equity offering.

     In the event of redemption of fewer than all of the notes, the trustee
shall select by lot or in such other manner as it shall deem fair and equitable
the notes to be redeemed; provided, however, that if a partial redemption is
made with the proceeds of a public equity offering, selection of the notes for
redemption shall be made by the trustee only on a pro rata basis, unless such
method is otherwise prohibited. The notes will be redeemable in whole or in part
upon not less than 30 nor more than 60 days' prior written notice, mailed by
first class mail to a holder's last address as it shall appear on the register

                                        55


maintained by the registrar of the notes. On and after any redemption date,
interest will cease to accrue on the notes or portions thereof called for
redemption unless Lamar Media shall fail to redeem any such note.

SUBORDINATION

     The indebtedness represented by the notes, including principal, premium, if
any, and interest, will be, to the extent and in the manner provided in the
indenture, subordinated in right of payment to the prior payment and
satisfaction in full in cash of all of our existing and future senior
indebtedness. As of June 30, 2003, the principal amount of outstanding senior
indebtedness of Lamar Media, on a consolidated basis, was approximately $1,015.0
million. We will have the ability to incur additional senior indebtedness under
the bank credit facility and will be permitted to incur additional senior
indebtedness under the indenture.

     If any of the following events has occurred and is continuing, no payment
(by set-off or otherwise) may be made by or on behalf of Lamar Media on account
of the principal of, premium, if any, or interest on the notes, or on account of
the redemption provisions of the notes, for cash or property (other than Junior
Securities):

     - any senior indebtedness of Lamar Media has matured and all principal of,
       premium, if any, and the interest on such senior indebtedness has not
       been paid in full in cash;

     - an event of default in the payment of any principal, premium (if any) or
       interest has occurred in respect of any senior indebtedness of Lamar
       Media (a "Payment Default"); or

     - an event of default (other than a Payment Default) has occurred that
       permits the holders of Designated Senior Indebtedness to declare such
       Designated Senior Indebtedness to be due and payable and written notice
       of such event of default has been given to Lamar Media and the trustee by
       the representative of the holders of such Designated Senior Indebtedness
       (a "Payment Notice"). (Notwithstanding the foregoing, unless the
       Designated Senior Indebtedness in respect of which such event of default
       exists has been declared due and payable in its entirety within 179 days
       after the Payment Notice is delivered as set forth above (the "Payment
       Blockage Period") (and such declaration has not been rescinded or
       waived), at the end of the Payment Blockage Period, Lamar Media shall,
       unless a Payment Default exists, be required to pay all sums not paid to
       the holders of the notes during the Payment Blockage Period due to the
       foregoing prohibitions and to resume all other payments as and when due
       on the notes. Not more than one Payment Notice shall be given within a
       period of any 360 consecutive days and no default that existed upon the
       date of such Payment Notice, if the representative of the holders of
       Designated Senior Indebtedness that gave such Payment Notice knew of such
       default on such date (whether or not such event of default is on the same
       issue of Designated Senior Indebtedness), shall be made the basis for the
       commencement of any other Payment Blockage Period unless such default has
       been cured or waived for a period of at least 90 consecutive days.)

     Upon any distribution of assets of Lamar Media upon any dissolution,
winding up, total or partial liquidation or reorganization of Lamar Media,
whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a
similar proceeding or upon assignment for the benefit of creditors or any
marshalling of assets or liabilities, before the holders of notes are entitled
to receive any payment on account of principal of, premium, if any, and interest
on the notes (other than Junior Securities), the holders of all senior
indebtedness of Lamar Media will first be entitled to receive (i) payment in
full in cash and (ii) any payment or distribution of assets of Lamar Media of
any kind or character from any source (other than Junior Securities) to the
extent necessary to make payment in full in cash on all such senior indebtedness
remaining unpaid, after giving effect to any concurrent payment or distribution
to the holders of such senior indebtedness.

     If the trustee receives any payment or distribution of assets of Lamar
Media (other than Junior Securities) at a time when such payment or distribution
is prohibited by the foregoing provisions, such payment or distribution shall be
held in trust for the benefit of the holders of such senior indebtedness, and

                                        56


shall be applied ratably to the payment of all such senior indebtedness
remaining unpaid, to the extent necessary to pay or to provide for the payment
of all such senior indebtedness in full in cash after giving effect to any
concurrent payment or distribution to the holders of such senior indebtedness.

     By reason of such subordination, in the event of liquidation or insolvency,
creditors of Lamar Media who are holders of senior indebtedness may recover
more, ratably, than the holders of the notes, and funds which would be otherwise
payable to the holders of the notes will be paid to the holders of the senior
indebtedness to the extent necessary to pay the senior indebtedness in full, and
Lamar Media may be unable to meet its obligations fully with respect to the
notes.

     Each guarantee will, to the extent set forth in the indenture, be
subordinated in right of payment to the prior payment in full of all senior
indebtedness of the respective guarantor, including obligations of such
guarantor with respect to the bank credit facility (including any guarantee
thereof), and will be subject to the rights of holders of Designated Senior
Indebtedness of such guarantor to initiate blockage periods, upon terms
substantially comparable to the subordination of the notes to all senior
indebtedness of Lamar Media.

     A holder of notes by his acceptance of notes agrees to be bound by such
provisions and authorizes and expressly directs the trustee, on his behalf, to
take such action as may be necessary or appropriate to effectuate the
subordination provided for in the indenture and appoints the trustee his
attorney-in-fact for such purpose.

GUARANTEES

     The notes are guaranteed on a senior subordinated basis by the guarantors
(each subsidiary of Lamar Media in existence on the issue date of the notes,
other than Missouri Logos, a Partnership, and each Restricted Subsidiary which
thereafter guarantees payment of the notes). All payments pursuant to the
guarantees are subordinated in right of payment to the prior payment in full of
all senior indebtedness of the guarantors, including guarantees of indebtedness
outstanding under the bank credit facility, to the same extent and in the same
manner that all payments pursuant to the notes are subordinated in right of
payment to the prior payment in full of all Senior Indebtedness of Lamar Media,
pari passu in right of payment with the guarantees of our existing 8 5/8% Senior
Subordinated Notes due 2007, our previously issued 7 1/4% Senior Subordinated
Notes due 2013 and any future senior subordinated indebtedness of the
guarantors, and senior in right to payment to any future subordinated
indebtedness of the guarantors.

     The obligations of each guarantor are limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
guarantor (including, without limitation, any guarantees of senior indebtedness)
and after giving effect to any collections from or payments made by or on behalf
of any other guarantor in respect of the obligations of such other guarantor
under its guarantee or pursuant to its contribution obligations under the
indenture, result in the obligations of such guarantor under the guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law. In making any calculation relevant to determining such maximum
amount, all senior indebtedness shall be deemed to have been incurred prior to
the issue date of the notes. Each guarantor that makes a payment or distribution
under a guarantee shall be entitled to a contribution from each other guarantor
in a pro rata amount based on the Adjusted Net Assets of each guarantor. See
"Risk Factors -- Federal and state statutes allow courts, under specific
circumstances, to void the guarantees of the notes by our subsidiaries and
require the holders of the notes to return payments received from the subsidiary
guarantors" on page 10.

     A guarantor shall be deemed released from all its obligations under the
indenture and its guarantee upon: (i) the release or payment in full of any
indebtedness of such guarantor representing a guarantee of indebtedness of Lamar
Media and the release of all liens on the property and assets of such guarantor
relating to any such indebtedness or (ii) the sale or disposition (whether by
merger, sale of stock or otherwise) of a guarantor (or substantially all of its
assets) to an entity which is not a subsidiary of Lamar Media which is otherwise
in compliance with the indenture (and providing that the guarantee and liens
referred to in clause (i) are also released at such time).
                                        57


MATERIAL COVENANTS

     The indenture contains, among others, the following covenants.

 LIMITATION ON ADDITIONAL INDEBTEDNESS AND PREFERRED STOCK OF RESTRICTED
 SUBSIDIARIES

     Lamar Media will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, incur any indebtedness (including indebtedness existing
at the time it became a Restricted Subsidiary or assumed in connection with the
acquisition of its assets) other than:

     - up to $1.3 billion of indebtedness under the bank credit facility;

     - currently outstanding indebtedness or debt incurred to refinance
       outstanding debt;

     - inter-company debt between Lamar Media and its subsidiaries or between
       the subsidiaries;

     - certain other debt incurred to acquire or lease property in the ordinary
       course of business that does not exceed the greater of either 5% of Lamar
       Media's Consolidated Net Tangible Assets or $20 million;

     - interest rate protection agreements designed to protect against
       fluctuations in interest rates; and

     - additional indebtedness not to exceed $40 million in principal amount
       outstanding at any time (all of the above are together referred to as
       "Permitted Indebtedness")

     and will not permit any Restricted Subsidiary to issue any preferred stock,
unless:

          (a) after giving effect to the incurrence of such indebtedness and the
     issuance of any such preferred stock and the receipt and application of the
     proceeds thereof, Lamar Media's Leverage Ratio is less than 6.50 to 1; and

          (b) no default or Event of Default shall have occurred and be
     continuing at the time or as a consequence of the incurrence of such
     indebtedness or the issuance of such preferred stock.

     In addition, Lamar Media may not incur any Permitted Indebtedness that
ranks junior in right of payment to the notes that has a maturity or mandatory
sinking fund payment prior to the maturity of the notes.

 LIMITATION ON RESTRICTED PAYMENTS

     Lamar Media will not make, and will not permit any of the Restricted
Subsidiaries to, directly or indirectly, make, any Restricted Payment unless:

          (a) no default or Event of Default shall have occurred and be
     continuing at the time of or immediately after giving effect to such
     Restricted Payment;

          (b) immediately after giving pro forma effect to such Restricted
     Payment, Lamar Media could incur $1.00 of additional indebtedness under the
     covenant set forth under "Limitation on Additional Indebtedness"; and

          (c) immediately after giving effect to such Restricted Payment, the
     aggregate of all Restricted Payments declared or made after the issue date
     of the notes does not exceed the sum of:

             (1) 100% of Lamar Media's EBITDA (which is defined in the indenture
        as (a) the sum of, without duplication, (i) Consolidated Net Income for
        such period, plus (ii) the provision for taxes for such period based on
        income or profits to the extent such income or profits were included in
        computing Consolidated Net Income and any provision for taxes utilized
        in computing net loss under clause (i) hereof, plus (iii) to the extent
        it reduces Consolidated Net Income during such period, Consolidated
        Interest Expense for such period, plus (iv) depreciation for such period
        on a consolidated basis, plus (v) amortization of intangibles for such
        period on a consolidated basis, plus (vi) any other non-cash items
        reducing Consolidated Net Income for

                                        58


        such period; minus (b) all non-cash items increasing Consolidated Net
        Income for such period, all for Lamar Media and its Restricted
        Subsidiaries determined in accordance with GAAP) minus 1.4 times Lamar
        Media's Consolidated Interest Expense, both taken from the issue date of
        the notes to the end of Lamar Media's most recently ended fiscal quarter
        prior to such date, plus

             (2) 100% of the aggregate net proceeds and the fair market value of
        securities or other property received by Lamar Media, after January 1,
        2001, from (a) the issue or sale of capital stock of Lamar Media or any
        indebtedness or other securities of Lamar Media convertible into or
        exercisable or exchangeable for capital stock of Lamar Media which has
        been so converted or exercised or exchanged, as the case may be, (b) any
        capital contribution to Lamar Media from Lamar Advertising and (c) any
        loans made to Lamar Media by Lamar Advertising prior to the issue date
        of the notes upon the cancellation of such loans by Lamar Advertising,
        plus

             (3) the net reductions in Investments (other than reductions in
        Permitted Investments) in any person resulting from payments of interest
        on indebtedness, dividends, repayments of loans, partial or total
        releases or discharges of Guaranteed Permitted Unrestricted Subsidiary
        Obligations, or from designations of Unrestricted Subsidiaries as
        Restricted Subsidiaries, valued in each case at the fair market value
        thereof, not to exceed the amount of Investments previously made by
        Lamar Media and its Restricted Subsidiaries in such person.

     For purposes of determining under this clause (c) the amount expended for
Restricted Payments, cash distributed shall be valued at the face amount thereof
and property other than cash shall be valued at its fair market value as
determined by the board of directors reasonably and in good faith.

     Notwithstanding the foregoing, Lamar Media or a Restricted Subsidiary, as
the case may be, may:

          (i) pay any distribution within 60 days after the date of declaration
     thereof, if at such date of declaration such payment would comply with the
     provisions of the indenture;

          (ii) retire any shares of capital stock of Lamar Media or indebtedness
     of Lamar Media subordinated or pari passu in right of payment to the notes
     by conversion into, or by or in exchange for, shares of capital stock, or
     out of, the net proceeds of the substantially concurrent sale (other than
     to a subsidiary of Lamar Media) of other shares of capital stock of Lamar
     Media; provided, however, that the amount of any such net proceeds that are
     utilized for any such retirement shall be excluded from clause (c)(2) of
     the preceding paragraph;

          (iii) redeem or retire indebtedness of Lamar Media subordinated or
     pari passu in right of payment to the notes in exchange for, by conversion
     into, or out of the net proceeds of, a substantially concurrent sale or
     incurrence of indebtedness of Lamar Media (other than any indebtedness owed
     to a subsidiary of Lamar Media) that is, contractually subordinated in
     right of payment to the notes to at least the same extent or pari passu in
     right of payment to the notes and (x) has a stated maturity no earlier than
     the 91st day after the final maturity date of the notes or the final
     maturity date of the indebtedness being redeemed or retired, whichever is
     earlier and (y) has an average life to stated maturity equal to or greater
     than the remaining average life to stated maturity of the indebtedness
     being redeemed or retired; provided, however, that the amount of any such
     net proceeds that are utilized for any such redemption or retirement shall
     be excluded from clause (c)(2) of the preceding paragraph;

          (iv) fund loans (but not including the forgiveness of any such loan)
     to executive officers, directors and shareholders for relocation loans,
     bonus advances and other purposes consistent with past practices or
     purchase, redeem or acquire for value shares of capital stock of Lamar
     Media or options on such shares held by Lamar Media's or the Restricted
     Subsidiaries' officers or employees or former officers or employees upon
     the death, disability, retirement or termination of employment of such
     current or former officers or employees pursuant to the terms of an
     employee benefit plan or any other agreement pursuant to which such shares
     of capital stock or options were issued or pursuant to a severance,
     buy-sell or right of first refusal agreement with such current or former
     officer or employee;

                                        59


     provided, however, that the aggregate amount of any such loans funded and
     cash consideration paid, or distributions made, pursuant to this clause
     (iv) do not in any one fiscal year exceed $1 million;

          (v) make Investments in Unrestricted Subsidiaries and joint ventures
     in an aggregate amount not to exceed $20 million; provided, however, that
     Lamar Media or the Restricted Subsidiaries may make additional Investments
     pursuant to this clause (v) up to an aggregate amount not to exceed $10
     million if Lamar Media is able, at the time of any such Investment and
     immediately after giving effect thereto, to incur at least $1.00 of
     additional indebtedness in compliance with the "Limitation on Additional
     Indebtedness" covenant; provided further, however, that in calculating the
     aggregate amount of Restricted Payments made subsequent to the issue date
     of the notes for purposes of clause (c) of the immediately preceding
     paragraph, amounts expended pursuant to clause (i) and this clause (v)
     shall be included in the calculation;

          (vi) pay any dividend or make any distribution to Lamar Advertising in
     amounts sufficient to permit Lamar Advertising to pay interest when due on
     its 2 7/8% Convertible Notes due 2010 or any indebtedness issued by Lamar
     Advertising to refinance those notes; provided, however, that such
     indebtedness is (a) in an aggregate principal amount that is equal to or
     less than the sum of (i) the aggregate principal amount of the 2 7/8%
     Convertible Notes due 2010 outstanding, (ii) the amount of any premium
     required to be paid in connection with such refinancing pursuant to the
     terms of those notes and (iii) the amount of customary fees, expenses and
     costs related to the incurrence of such indebtedness and (b) scheduled to
     mature no earlier than those notes; and

          (vii) make distributions to Lamar Advertising to permit Lamar
     Advertising to pay obligations actually incurred by Lamar Advertising in
     respect of the payment of certain operating expenses of Lamar Media or the
     Restricted Subsidiaries in an aggregate amount in any fiscal year not to
     exceed 5% of the total operating expenses of Lamar Media and the Restricted
     Subsidiaries on a consolidated basis determined in accordance with GAAP.

  LIMITATION ON OTHER SENIOR SUBORDINATED DEBT

     Lamar Media will not, and will not permit any of the Restricted
Subsidiaries to directly or indirectly incur, contingently or otherwise, any
indebtedness that is both (i) subordinate in right of payment to any senior
indebtedness of Lamar Media or any of the guarantors, as the case may be, and
(ii) senior in right of payment to the notes or any of the guarantees, as the
case may be.

  LIMITATIONS ON LIENS

     Lamar Media will not, and will not permit any of the Restricted
Subsidiaries to, create, incur or otherwise cause or suffer to exist or become
effective any liens of any kind (other than certain liens incurred in the
ordinary course of business) upon any property, assets, income or profit of
Lamar Media or any Restricted Subsidiary or any shares of stock or debt of any
Restricted Subsidiary (whether or not any of the foregoing is now owned or
hereafter acquired) unless (i) if such lien secures indebtedness which is pari
passu in right of payment with the notes, then the notes are secured on an equal
and ratable basis with the obligations so secured until such time as such
obligation is no longer secured by a lien or (ii) if such lien secures
indebtedness which is subordinated in right of payment to the notes, any such
lien shall be subordinated to a lien granted to the holders of the notes in the
same collateral as that securing such lien to the same extent as such
subordinated indebtedness is subordinated to the notes.

  LIMITATION ON TRANSACTIONS WITH AFFILIATES

     Lamar Media will not, and will not permit any of the Restricted
Subsidiaries to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including, without limitation,
the sale, purchase, exchange or lease of assets, property or services) with any
affiliate (including entities in which Lamar Media or any of the Restricted
Subsidiaries own a minority interest) or holder of 10% or more of Lamar
Advertising's common stock (each of the foregoing, an "Affiliate Transaction")
or extend,

                                        60


renew, waive or otherwise modify the terms of any Affiliate Transaction entered
into prior to the issue date of the notes unless:

     - the terms of such Affiliate Transaction are fair and reasonable to Lamar
       Media or such Restricted Subsidiary, as the case may be, and the terms of
       such Affiliate Transaction are at least as favorable as the terms which
       could be obtained by Lamar Media or such Restricted Subsidiary, as the
       case may be, in a comparable transaction made on an arm's-length basis
       between unaffiliated parties;

     - in any Affiliate Transaction involving an amount or having a value in
       excess of $2 million Lamar Media has obtained a resolution of the board
       of directors approved by a majority of the members of the board of
       directors (and a majority of the disinterested members of the board of
       directors) certifying that such Affiliate Transaction complies with this
       "Limitation on Transactions with Affiliates" covenant; and

     - in any Affiliate Transaction (other than any transaction or series of
       related transactions between Lamar Media or any of the Restricted
       Subsidiaries and Interstate Highway Signs Corp. providing for the
       purchase of highway signage) with a value in excess of $10 million Lamar
       Media has obtained a written opinion that such Affiliate Transaction
       complies with this "Limitation on Transactions with Affiliates" from an
       independent investment banking firm of nationally recognized standing.

     The foregoing provisions will not apply to:

          (i) any Restricted Payment that is not prohibited by the provisions
     described under "Limitations on Restricted Payments,"

          (ii) any transaction between Lamar Media and any of its Restricted
     Subsidiaries or between Restricted Subsidiaries, or

          (iii) the payment of reasonable and customary regular fees to
     directors of Lamar Media who are not employees of Lamar Media and any
     employment and consulting arrangements entered into by Lamar Media or any
     Restricted Subsidiary with their executives or consultants in the ordinary
     course of business.

  GUARANTEES OF CERTAIN INDEBTEDNESS

     Lamar Media will not permit any of the Restricted Subsidiaries (other than
the guarantors) to:

          (a) incur, guarantee or secure through the granting of liens the
     payment of any indebtedness of Lamar Media or any other Restricted
     Subsidiary; or

          (b) pledge any intercompany notes representing obligations of any of
     the Restricted Subsidiaries to secure the payment of any indebtedness of
     Lamar Media,

in each case unless such Restricted Subsidiary, Lamar Media and the trustee
execute and deliver a supplemental indenture evidencing such Restricted
Subsidiary's guarantee under the indenture. Thereafter, such Restricted
Subsidiary shall be a guarantor for all purposes of the indenture.

  LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES

     Lamar Media will not, and will not permit any of the Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction of any kind on the
ability of any Restricted Subsidiary to:

          (a) pay dividends or make any other distributions to Lamar Media or
     any Restricted Subsidiary on its capital stock;

          (b) pay any indebtedness owed to Lamar Media or any Restricted
     Subsidiary;

          (c) make loans or advances to Lamar Media or any Restricted
     Subsidiary;

                                        61


          (d) transfer any of its properties or assets to Lamar Media or any
     Restricted Subsidiary;

          (e) grant liens or security interests on the assets of Lamar Media or
     the Restricted Subsidiaries in favor of the holders of the notes; or

          (f) guarantee the notes or any renewals or refinancings thereof,
     except for Permitted Dividend Encumbrances.

  LIMITATION ON CERTAIN ASSET SALES

     Lamar Media will not, and will not permit any of the Restricted
Subsidiaries to, consummate a sale of assets or capital stock valued at over $5
million (except intercompany sales or sales of obsolete equipment) unless:

          (i) Lamar Media or such Restricted Subsidiary, as the case may be,
     receives consideration at the time of such sale or other disposition at
     least equal to the fair market value thereof (as determined in good faith
     by Lamar Media's board of directors, and evidenced by a board resolution);

          (ii) not less than 75% of the consideration received by Lamar Media or
     such Restricted Subsidiary, as the case may be, is in the form of cash or
     cash equivalents (those equivalents allowed under "Temporary Cash
     Investments"); provided, however, that any liabilities of Lamar Media or
     any Restricted Subsidiaries that are assumed by the transferee of such
     assets and for which Lamar Media and its Restricted Subsidiaries are
     released, including any such indebtedness of a Restricted Subsidiary whose
     stock is purchased by the transferee and any notes or other securities
     received by Lamar Media or any such Restricted Subsidiary which are
     converted into cash within 180 days after such asset sale (to the extent of
     cash received) shall be deemed to be cash for purposes of this provision;
     provided further, however, that Lamar Media or such Restricted Subsidiary
     will not be required to comply with this clause (ii) with respect to a
     Permitted Asset Swap; and

          The proceeds from an asset sale received by Lamar Media or such
     Restricted Subsidiary must be applied as follows:

             (a) first, to the extent Lamar Media elects, or is required, to
        permanently prepay, repay or purchase existing senior indebtedness (or
        indebtedness incurred to finance the cost of any real or personal
        property not in excess of 100% of such cost plus related expenses
        ("Purchase Money Indebtedness") that ranks pari passu in right of
        payment with the notes solely to the extent that such asset sale
        involves property or assets securing such indebtedness pursuant to a
        lien granted pursuant to clause (v) of the definition of Permitted
        Liens) within 270 days following the receipt of the asset sale proceeds;
        provided, however, that any such repayment shall result in a permanent
        reduction of the commitments thereunder in an amount equal to the
        principal amount so repaid;

             (b) second, to the extent of the balance of the proceeds after
        application as described above, to the extent Lamar Media elects, to an
        investment in assets (including capital stock or other securities
        purchased in connection with the acquisition of capital stock or
        property of another person) used or useful in businesses similar or
        ancillary to the business of Lamar Media and the Restricted Subsidiaries
        as conducted at the time of such asset sale; provided, however, that
        such investment occurs and such proceeds are so applied within 270 days
        following the receipt of such proceeds.

             If on the 270th day following the receipt of the proceeds from the
        sale, the proceeds that have not been applied under clauses (a) and (b)
        above or been the basis for an Excess Proceeds Offer, as defined below,
        (the "Available Asset Sale Proceeds") exceed $15 million, Lamar Media
        shall apply an amount equal to such Available Asset Sale Proceeds to an
        offer to repurchase the notes, at a purchase price in cash equal to 100%
        of the principal amount thereof plus accrued and unpaid interest, if
        any, to the date of repurchase (an "Excess Proceeds Offer"). Lamar Media
        may, at the time that it makes any such Excess Proceeds Offer, also
        offer to purchase, at

                                        62


        a price in cash equal to 100% of the outstanding principal amount
        thereof plus accrued and unpaid interest, if any, to the purchase date,
        any indebtedness which ranks pari passu in right of payment to the
        notes. Notes and such pari passu indebtedness shall be purchased on a
        pro rata basis based on the aggregate principal amount of such notes and
        pari passu indebtedness then outstanding. If the aggregate principal
        amount of notes tendered pursuant to an Excess Proceeds Offer is less
        than the Available Asset Sale Proceeds, Lamar Media may use the unused
        proceeds for general corporate purposes. If the aggregate principal
        amount of pari passu indebtedness tendered is less than such pari passu
        indebtedness's pro rata share of such Available Asset Sale Proceeds,
        Lamar Media shall use such remaining Available Asset Sale Proceeds to
        purchase any notes validly tendered and not withdrawn pursuant to such
        Excess Proceeds Offer. If the aggregate principal amount of notes
        validly tendered and not withdrawn by holders thereof exceeds the
        Available Asset Sale Proceeds or to the extent Lamar Media elects to
        make an Excess Proceeds Offer for pari passu indebtedness, exceeds the
        notes' pro rata share of such Available Asset Sale Proceeds, then notes
        to be purchased will be selected on a pro rata basis. Upon completion of
        such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds
        shall be reset to zero.

     If Lamar Media is required to make an Excess Proceeds Offer, Lamar Media
shall mail, within 30 days following the date it was determined that an Excess
Proceeds Offer must be made, a notice to the holders stating, among other
things:

          (1) that such holders have the right to require Lamar Media to apply
     the Available Asset Sale Proceeds to repurchase such notes at a purchase
     price in cash equal to 100% of the principal amount thereof plus accrued
     and unpaid interest, if any, to the date of repurchase;

          (2) the repurchase date, which shall be no earlier than 30 days and
     not later than 60 days from the date such notice is mailed;

          (3) the instructions, determined by Lamar Media, that each holder must
     follow in order to have such notes repurchased; and

          (4) the calculations used in determining the amount of Available Asset
     Sale Proceeds to be applied to the repurchase of such notes.

  LIMITATION ON ISSUANCES AND SALES OF PREFERRED STOCK BY RESTRICTED
  SUBSIDIARIES

     Lamar Media (a) will not permit any of its Restricted Subsidiaries to issue
any preferred stock (other than to Lamar Media or a wholly owned Restricted
Subsidiary of Lamar Media or as permitted by the first paragraph of "Limitation
on Additional Indebtedness and Preferred Stock of Restricted Subsidiaries") and
(b) will not permit any person (other than Lamar Media or a wholly owned
Restricted Subsidiary of Lamar Media) to own any Preferred Stock of any
Restricted Subsidiary of Lamar Media; provided, however, that this covenant
shall not prohibit the issuance and sale of (x) all, but not less than all, of
the issued and outstanding capital stock of any Restricted Subsidiary of Lamar
Media owned by Lamar Media or any of its Restricted Subsidiaries in compliance
with the other provisions of the indenture or (y) to the extent mandated by
applicable law, directors' qualifying shares or investments by foreign
nationals.

  BOARD ACTION

     Lamar Media will not take any action required by the indenture to be
approved by its board of directors unless concurrently therewith or prior
thereto the board of directors, or an authorized board committee thereof, of
Lamar Advertising approves such action.

  PAYMENTS FOR CONSENT

     Neither Lamar Media nor any of its subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any holder of any notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of the
indenture or the
                                        63


notes unless such consideration is offered to be paid or agreed to be paid to
all holders of the notes which so consent, waive or agree to amend in the time
frame set forth in the solicitation documents relating to such consent, waiver
or agreement.

  REPORTS TO HOLDERS

     So long as Lamar Media is subject to the periodic reporting requirements of
the Securities Exchange Act of 1934, it will continue to furnish the information
required thereby to the Commission and to the holders of the notes. The
indenture provides that even if Lamar Media is entitled under the Exchange Act
not to furnish such information to the Commission or to the holders of the
notes, they will nonetheless continue to furnish such information to the
Commission, holders of the notes and prospective holders of the notes.

CHANGE OF CONTROL

     Upon the occurrence of a Change of Control, Lamar Media shall be obligated
to make an offer to purchase (a "Change of Control Offer"), and shall purchase,
on a business day (the "Change of Control Purchase Date") not more than 60 nor
less than 30 days following the occurrence of the Change of Control, all of the
then outstanding notes at a purchase price (the "Change of Control Purchase
Price") equal to 101% of the principal amount thereof plus accrued and unpaid
interest, if any, to the Change of Control Purchase Date. The Company shall be
required to purchase all notes properly tendered pursuant to the Change of
Control Offer and not withdrawn. The Change of Control Offer is required to
remain open for at least 20 business days and until the close of business on the
Change of Control Purchase Date.

     In order to effect such Change of Control Offer, Lamar Media shall, not
later than the 30th day after the occurrence of the Change of Control, mail to
each holder of notes notice of the Change of Control Offer, which notice shall
govern the terms of the Change of Control Offer and shall state, among other
things, the procedures that holders of notes must follow to accept the Change of
Control Offer.

     The occurrence of the events constituting a Change of Control under the
indenture will result in an event of default under the bank credit facility and,
thereafter, the lenders will have the right to require repayment of the
borrowings thereunder in full. Lamar Media's obligations under the bank credit
facility will constitute Designated Senior Indebtedness and will represent
obligations senior in right of payment to the notes. Consequently, the
subordination provisions of the indenture will have the effect of precluding the
purchase of the notes by Lamar Media in the event of a Change of Control, absent
consent of the lenders under the bank credit facility or repayment of all
amounts outstanding thereunder (although the failure by Lamar Media to comply
with its obligations in the event of a Change of Control will constitute a
default under the notes). There can be no assurance that Lamar Media will have
adequate resources to repay or refinance all indebtedness owing under the bank
credit facility or to fund the purchase of any notes upon a Change of Control.

     If Lamar Media or any Restricted Subsidiary has issued any outstanding
indebtedness that is subordinated in right of payment to the notes or the
guarantee of such Restricted Subsidiary, as the case may be, or Lamar Media or
any Restricted Subsidiary has issued any preferred stock, and Lamar Media or
such Restricted Subsidiary is required to make a change of control offer or to
make a distribution with respect to such subordinated indebtedness or preferred
stock in the event of a change of control, Lamar Media or such Restricted
Subsidiary shall not consummate any such offer or distribution with respect to
such subordinated indebtedness or preferred stock until such time as Lamar Media
shall have paid the Change of Control Purchase Price in full to the holders of
notes that have accepted Lamar Media's Change of Control Offer and shall
otherwise have consummated the Change of Control Offer made to holders of the
notes. Lamar Media or any Restricted Subsidiary will not issue indebtedness that
is subordinated in right of payment to the notes or the guarantee of such
Restricted Subsidiary and Lamar Media will not issue preferred stock with change
of control provisions requiring the payment of such indebtedness or preferred
stock prior to the payment of the notes in the event of a Change of Control
under the indenture.

                                        64


     In the event that a Change of Control occurs and the holders of notes
exercise their right to require Lamar Media to purchase notes, if such purchase
constitutes a "tender offer" for purposes of Rule 14e-1 under the Exchange Act
at that time, Lamar Media will comply with the requirements of Rule 14e-1 as
then in effect with respect to such repurchase.

MERGER, CONSOLIDATION OR SALE OF ASSETS

     Lamar Media 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 to, any person or persons, and Lamar Media will not permit any of its
Restricted 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 Lamar
Media or Lamar Media and its Restricted Subsidiaries, taken as a whole, to any
other person or persons, unless at the time of and after giving effect thereto:

          (a) either (i) if the transaction or series of transactions is a
     merger or consolidation, Lamar Media shall be the surviving person of such
     merger or consolidation, or (ii) the person formed by such consolidation or
     into which Lamar Media or such Restricted Subsidiary is merged or to which
     the properties and assets of Lamar Media or such Restricted 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 Lamar Media under the
     notes and the indenture, and, in each case, the indenture shall remain in
     full force and effect; and

          (b) 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 and Lamar Media or the surviving entity, as the case may be,
     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), could incur $1.00 of additional
     indebtedness pursuant to the first paragraph of the covenant described
     under "-- Certain Covenants -- Limitation on Indebtedness" above (assuming
     a market rate of interest with respect to such additional indebtedness).

     In connection with any consolidation, merger or transfer of assets
contemplated by this provision, Lamar Media shall deliver, or cause to be
delivered, to the trustee, in form and substance reasonably satisfactory to the
trustee, a certificate signed by two officers and an opinion of counsel, each
stating that such consolidation, merger or transfer and the supplemental
indenture in respect thereto comply with this provision and that all conditions
precedent herein provided for relating to such transaction or transactions have
been complied with.

EVENTS OF DEFAULT

     The following events are "Events of Default":

          (a) default in payment of any principal of, or premium, if any, on the
     notes (whether or not on account of payment blockage provisions as
     described in "-- Subordination" on page [  ]);

          (b) default for 30 days in payment of any interest on the notes;

          (c) default by Lamar Media or any guarantor in the observance or
     performance of any other covenant in the notes 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 notes then outstanding;
                                        65


          (d) default or defaults under one or more agreements, instruments,
     mortgages, bonds, debentures or other evidences of indebtedness under which
     Lamar Media or any Restricted Subsidiary of Lamar Media 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;

          (e) any final judgment or judgments which can no longer be appealed
     for the payment of money in excess of $10 million (not covered by
     insurance) shall be rendered against Lamar Media or any Restricted
     Subsidiary and shall not be discharged for any period of 60 consecutive
     days during which a stay of enforcement shall not be in effect; and

          (f) certain events involving bankruptcy, insolvency or reorganization
     of Lamar Media or any Restricted Subsidiary.

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

     If an Event of Default (other than an Event of Default resulting from
certain events of bankruptcy, insolvency or reorganization) shall have occurred
and be continuing, then the trustee or the holders of not less than 25% in
aggregate principal amount of the notes then outstanding may declare to be
immediately due and payable the entire principal amount of all the notes then
outstanding plus accrued interest to the date of acceleration and such amounts
shall become immediately due and payable; provided, however, that after such
acceleration but before a judgment or decree based on acceleration is obtained
by the trustee, the holders of a majority in aggregate principal amount of
outstanding notes may, under certain circumstances, rescind and annul such
acceleration if all Events of Default, other than nonpayment of accelerated
principal, premium or interest, have been cured or waived as provided in the
indenture; provided further, however, that so long as the bank credit facility
shall be in full force and effect, if any Event of Default shall have occurred
and be continuing (other than an Event of Default resulting from certain events
of bankruptcy, insolvency or reorganization), the notes shall not become due and
payable until the earlier to occur of (x) five business days following the
delivery of a written notice of such acceleration of the notes to the agent
under the bank credit facility and (y) the acceleration of any indebtedness
under the bank credit facility. In case an Event of Default resulting from
certain events of bankruptcy, insolvency or reorganization shall occur, the
principal, premium and interest amount with respect to all of the notes shall be
due and payable immediately without any declaration or other act on the part of
the trustee or the holders of the notes.

     The holders of a majority in principal amount of the notes then outstanding
shall have the right to waive any existing default or compliance with any
provision of the indenture or the notes 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 note will have any right to institute any proceeding with
respect to the indenture or for any remedy thereunder, unless such holder shall
have previously given to the trustee written notice of a continuing Event of
Default and unless the holders of at least 25% in aggregate principal amount of
the outstanding notes shall have made written request and offered reasonable
indemnity to the trustee to institute such proceeding as a trustee, and unless
the trustee shall not have received from the holders of a majority in aggregate
principal amount of the outstanding notes a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days.
However, such limitations do not apply to a suit instituted for payment on such
note on or after the respective due dates expressed in such note.

DEFEASANCE AND COVENANT DEFEASANCE

     Lamar Media may elect either:

          (a) to defease and be discharged from any and all obligations with
     respect to the notes (except for the obligations to register the transfer
     or exchange of such notes, to replace temporary or
                                        66


     mutilated, destroyed, lost or stolen notes, to maintain an office or agency
     in respect of the notes and to hold monies for payment in trust)
     ("defeasance"); or

          (b) to be released from its obligations with respect to the notes
     under certain covenants contained in the indenture some of which are
     described above under "Covenants" ("covenant defeasance"),

upon the deposit with the trustee (or other qualifying trustee), in trust for
such purpose, of money and/or United States government obligations which through
the payment of principal and interest in accordance with their terms will
provide money, in an amount sufficient to pay the principal of, premium, if any,
and interest on the notes, on the scheduled due dates therefor or on a selected
date of redemption in accordance with the terms of the indenture. Such a trust
may only be established if, among other things, Lamar Media has delivered to the
trustee an opinion of counsel (as specified in the indenture) (i) to the effect
that neither the trust nor the trustee will be required to register as an
investment company under the Investment Company Act of 1940, as amended, and
(ii) describing either a private ruling concerning the notes or a published
ruling of the Internal Revenue Service, to the effect that holders of the notes
or persons in their positions will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amount and in
the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred.

MODIFICATION OF INDENTURE

     From time to time, Lamar Media, the guarantors and the trustee may, without
the consent of holders of the notes, amend the indenture or the notes or
supplement the indenture for certain specified purposes, including providing for
uncertificated notes in addition to certificated notes, and curing any
ambiguity, defect or inconsistency, or making any other change that does not
adversely affect the rights of any holder. Lamar Media, the guarantors and the
trustee, with the consent of holders of at least a majority in principal amount
of the outstanding notes, may modify or supplement the indenture or the notes,
except that no such modification shall, without the consent of each holder
affected thereby:

          (i) reduce the amount of notes whose holders must consent to an
     amendment, supplement, or waiver to the indenture or the notes;

          (ii) reduce the rate of or change the time for payment of interest on
     any note;

          (iii) reduce the principal of or premium on or change the stated
     maturity of any note;

          (iv) make any note payable in money other than that stated in the
     note;

          (v) change the amount or time of any payment required by the notes or
     reduce the premium payable upon any redemption of notes, or change the time
     before which no such redemption may be made;

          (vi) waive a default on the payment of the principal of, interest on,
     or redemption payment with respect to any note;

          (vii) amend, alter, change or modify the obligation of Lamar Media to
     make and consummate a Change of Control Offer in the event of a Change of
     Control or make and consummate an Excess Proceeds Offer or waive any
     default in the performance of any such offers or modify any of the
     provisions or definitions with respect to any such offers; or

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

COMPLIANCE CERTIFICATE

     Lamar Media will deliver to the trustee on or before 90 days after the end
of its fiscal year and on or before 45 days after the end of each of the first,
second and third fiscal quarters in each year a certificate
                                        67


signed by two officers stating whether or not the signers know of any default or
Event of Default that has occurred. If they do, the certificate will describe
the default or Event of Default and its status.

THE TRUSTEE

     The trustee under the indenture will be the registrar and paying agent with
regard to the notes. Except during the continuance of an Event of Default, the
trustee will perform only such duties as are specifically set forth in the
indenture. During the existence of an Event of Default, the trustee will
exercise such rights and powers vested in it under the indenture and use the
same degree of care and skill in its exercise as a prudent person would exercise
under the circumstances in the conduct of such person's own affairs.

CERTAIN DEFINITIONS

     Set forth below is a summary of certain of the defined terms used in the
covenants contained in the indenture. Reference is made to the indenture for the
full definition of all such terms as well as any other capitalized terms used
herein for which no definition is provided.

     "Adjusted Net Assets" of a guarantor at any date shall mean the lesser of
(x) the amount by which the fair value of the property of such guarantor exceeds
the total amount of liabilities, including, without limitation, contingent
liabilities (after giving effect to all other fixed and contingent liabilities),
but excluding liabilities under the guarantee of such guarantor at such date and
(y) the amount by which the present fair salable value of the assets of such
guarantor at such date exceeds the amount that will be required to pay the
probable liability of such guarantor on its debts (after giving effect to all
other fixed and contingent liabilities and after giving effect to any collection
from any subsidiary of such guarantor in respect of the obligations of such
subsidiary under the guarantee), excluding indebtedness in respect of the
guarantee, as they become absolute and matured.

     "Capitalized Lease Obligations" means indebtedness represented by
obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP, and the amount of such indebtedness
shall be the capitalized amount of such obligations determined in accordance
with GAAP.

     "Change of Control" means the occurrence of any of the following events:

          (a) any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Exchange Act), excluding Permitted Holders, is or becomes
     the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
     Exchange Act, except that a person shall be deemed to have "beneficial
     ownership" of all securities that such person has the right to acquire,
     whether such right is exercisable immediately or only after the passage of
     time, upon the happening of an event or otherwise), directly or indirectly,
     of more than 35% of the total voting power with respect to the total voting
     stock of Lamar Advertising; provided, however, that the Permitted Holders
     (i) "beneficially own" (as so defined) a lower percentage of such total
     voting power with respect to the voting stock than such other "person" or
     "group" and (ii) do not have the right or ability by voting power, contract
     or otherwise to elect or designate for election a majority of the board of
     directors of Lamar Advertising;

          (b) Lamar Media or Lamar Advertising consolidates with, or merges with
     or into, another person or sells, assigns, conveys, transfers, leases or
     otherwise disposes of all or substantially all of its assets to any person,
     or any person consolidates with, or merges with or into, Lamar Media or
     Lamar Advertising, as the case may be, in any such event pursuant to a
     transaction in which the outstanding voting stock of Lamar Media or Lamar
     Advertising, as the case may be, is converted into or exchanged for cash,
     securities or other property, other than any such transaction where (i) the
     outstanding voting stock of Lamar Media or Lamar Advertising, as the case
     may be, is converted into or exchanged for (1) voting stock (other than
     Disqualified Capital Stock) of the surviving or transferee corporation or
     (2) cash, securities and other property in an amount which could then be

                                        68


     paid by Lamar Media or Lamar Advertising, as the case may be, as a
     Restricted Payment under the indenture, or a combination thereof, and (ii)
     immediately after such transaction no "person" or group" (as such terms are
     used in Section 13(d) and 14(d) of the Exchange Act), excluding Permitted
     Holders, is the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
     under the Exchange Act, except that a person shall be deemed to have
     "beneficial ownership" of all securities that such person has the right to
     acquire, whether such right is exercisable immediately or only after the
     passage of time, upon the happening of an event or otherwise), directly or
     indirectly, of more than 50% of the total voting power with respect to the
     total voting stock of the surviving or transferee corporation;

          (c) at any time during any consecutive two-year period, individuals
     who at the beginning of such period constituted the board of directors of
     Lamar Advertising (together with any new directors whose election by such
     board of directors or whose nomination for election by the stockholders of
     Lamar Advertising was approved by a vote of 66 2/3% of the directors then
     still in office who were either directors at the beginning of such period
     or whose election or nomination for election was previously so approved)
     cease for any reason to constitute a majority of the board of directors of
     Lamar Advertising then in office;

          (d) Lamar Media is liquidated or dissolved or adopts a plan of
     liquidation; or

          (e) at any time, Lamar Media ceases to be a direct or indirect wholly
     owned subsidiary of Lamar Advertising.

     "Consolidated Interest Expense" means, for any period, the aggregate amount
of interest which, in conformity with GAAP, would be set forth opposite the
caption "interest expense" or any like caption on an income statement for Lamar
Media and its Restricted Subsidiaries on a consolidated basis (including, but
not limited to, imputed interest included in Capitalized Lease Obligations, all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers' acceptance financing, the net costs associated with
hedging obligations, the interest portion of any deferred payment obligation,
amortization of discount or premium, if any, and all other non-cash interest
expense (other than interest amortized to cost of sales)) plus, without
duplication, all net capitalized interest for such period and all interest
incurred or paid under any guarantee of indebtedness (including a guarantee of
principal, interest or any combination thereof) of any person, plus an amount
equal to the product of (a) the aggregate dividends paid on Disqualified Capital
Stock during such period and (b) a fraction, the numerator of which is one and
the denominator of which is one minus Lamar Media's then effective combined tax
rate, to the extent paid; provided, however, that "Consolidated Interest
Expense" shall exclude the amortization of deferred financing fees.

     "Consolidated Net Income" means, for any period, the aggregate of the net
income of Lamar Media and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP; provided, however, that:

          (a) the net income of any person in which Lamar Media or any of its
     Restricted Subsidiaries has less than a 100% interest (which interest does
     not cause the net income of such other person to be consolidated into the
     net income of Lamar Media in accordance with GAAP) shall be included only
     to the extent of the amount of dividends or distributions paid to Lamar
     Media or such Restricted Subsidiary;

          (b) the net income of any Restricted Subsidiary that is subject to any
     restriction or limitation on the payment of dividends or the making of
     other distributions (other than pursuant to the notes or the indenture or
     under the bank credit facility) shall be excluded to the extent of such
     restriction or limitation, except that to the extent that any such
     restriction or limitation results solely from covenant limitations under
     any SBA Indebtedness, there shall not be deducted that portion of such
     Restricted Subsidiary's Net Income which exceeds the outstanding aggregate
     principal amount of such SBA Indebtedness;

                                        69


          (c) (i) the net income of any person acquired in a pooling of
     interests transaction for any period prior to the date of such acquisition
     and (ii) any net gain (but not loss) resulting from an asset sale by Lamar
     Media or any of its Restricted Subsidiaries other than in the ordinary
     course of business shall be excluded; and

          (d) extraordinary gains and losses shall be excluded.

     "Consolidated Net Tangible Assets" means the book value of the assets of
Lamar Media and its Restricted Subsidiaries (other than patents, patent rights,
trademarks, trade names, franchises, copyrights, licenses, permits, goodwill and
other intangible assets classified as such in accordance with GAAP) after all
applicable deductions in accordance with GAAP (including, without limitation,
reserves for doubtful receivables, obsolescence, depreciation and amortization)
less all liabilities of Lamar Media and its Restricted Subsidiaries determined
in accordance with GAAP.

     "Designated Senior Indebtedness," as to Lamar Media or any guarantor, as
the case may be, means any senior indebtedness (a) under or in respect of the
bank credit facility, or (b) which at the time of determination exceeds $10
million in aggregate principal amount (or accreted value in the case of
indebtedness issued at a discount) outstanding or available under a committed
facility, and (i) which is specifically designated in the instrument evidencing
such senior indebtedness as "Designated Senior Indebtedness" and (ii) as to
which the trustee has been given written notice of such designation.

     "Disqualified Capital Stock" means any capital stock of Lamar Media or any
Restricted Subsidiary which, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable at the option of the
holder thereof), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
maturity date of the notes, for cash or securities constituting indebtedness.

     "Interest Rate Agreement" means, for any person, any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement designed to protect the party indicated therein against
fluctuations in interest rates.

     "Investments" means:

          (i) directly or indirectly, any advance (other than a deposit of funds
     in connection with an acquisition provided that either such acquisition is
     consummated by or through a Restricted Subsidiary or such deposit is
     returned to the person that made it), account receivable (other than an
     account receivable arising in the ordinary course of business), loan or
     capital contribution to (by means of transfers of property to others,
     payments for property or services for the account or use of others or
     otherwise), the purchase of any stock, bonds, notes, debentures,
     partnership or joint venture interests or other securities of, the
     acquisition, by purchase or otherwise, of all or substantially all of the
     business or assets or stock or other evidence of beneficial ownership of,
     any person; and

          (ii) any Permitted Unrestricted Subsidiary Obligation to the extent it
     is guaranteed by Lamar Media or a Restricted Subsidiary or otherwise is
     recourse to or obligates Lamar Media or any Restricted Subsidiary, directly
     or indirectly, contingently or otherwise, to the satisfaction thereof
     ("Guaranteed Permitted Unrestricted Subsidiary Obligations").

     Investments shall exclude extensions of trade credit on commercially
reasonable terms in accordance with normal trade practices.

     "Junior Security" means any securities of Lamar Media or any other person
that are (i) equity securities without special covenants or (ii) subordinated in
right of payment to all senior indebtedness of Lamar Media or any guarantor, as
the case may be, to substantially the same extent as, or to a greater

                                        70


extent than, the notes are subordinated as provided in the indenture, in any
event issued pursuant to a court order so providing and as to which:

          (a) the rate of interest on such securities shall not exceed the
     effective rate of interest on the notes on the date of the indenture;

          (b) such securities shall not be entitled to the benefits of covenants
     or defaults materially more beneficial to the holders of such securities
     than those in effect with respect to the notes on the date of the
     indenture; and

          (c) such securities shall not provide for amortization (including
     sinking fund and mandatory prepayment provisions) commencing prior to the
     date six months following the final scheduled maturity date of the senior
     indebtedness of Lamar Media or guarantor, as the case may be (as modified
     by the plan of reorganization or readjustment pursuant to which such
     securities are issued).

     "Leverage Ratio" means the ratio of (i) the sum of (x) the aggregate
outstanding amount of indebtedness of Lamar Media and the Restricted
Subsidiaries and (y) except to the extent included in the previous clause (x),
the aggregate liquidation preference of any preferred stock of Lamar Media's
Restricted Subsidiaries as of the date of determination on a consolidated basis
in accordance with GAAP to (ii) Lamar Media's EBITDA for the four full fiscal
quarters (the "Four Quarter Period") ending on or prior to the date of
determination for which financial statements are available. For purposes of this
definition, Lamar Media's "EBITDA" shall be calculated on a pro forma basis
after giving effect to any asset sales or asset acquisitions (including, without
limitation, any asset acquisition giving rise to the need to make such
calculation as a result of Lamar Media or one of the Restricted Subsidiaries
(including any person who becomes a Restricted Subsidiary as a result of such
asset acquisition) incurring, assuming or otherwise becoming liable for
indebtedness and the application of asset sale proceeds) at any time on or
subsequent to the first day of the Four Quarter Period and on or prior to the
date of determination, as if such asset sale or asset acquisition (including any
EBITDA associated with such asset acquisition and including any pro forma
expense and cost reductions determined in accordance with Article 11 of
Regulation S-X relating to such asset acquisition) occurred on the first day of
the Four Quarter Period.

     "Permitted Asset Swap" means the exchange, in the ordinary course of the
outdoor advertising business, of any interest of Lamar Media or any of the
Restricted Subsidiaries in any advertising display or displays for a similar
interest in an advertising display or displays of a person other than Lamar
Media or such Restricted Subsidiary; provided, however, that the aggregate fair
market value (as determined in good faith by the board of directors of Lamar
Media) of the advertising display or displays being transferred by Lamar Media
or such Restricted Subsidiary is not greater than the aggregate fair market
value (as determined in good faith by the board of directors of Lamar Media) of
the advertising display or displays received by Lamar Media or such Restricted
Subsidiary in such exchange.

     "Permitted Dividend Encumbrances" means encumbrances or restrictions:

          (a) existing on the issue date of the notes;

          (b) arising by reason of indebtedness of any Restricted Subsidiary
     existing at the time such person became a Restricted Subsidiary; provided,
     however, that such encumbrances or restrictions were not created in
     anticipation of such person becoming a Restricted Subsidiary and are not
     applicable to Lamar Media or any of the other Restricted Subsidiaries;

          (c) arising under indebtedness incurred under the bank credit
     facility;

          (d) arising under Refinancing Indebtedness; provided, however, that
     the terms and conditions of any such restrictions are no less favorable to
     the holders of notes than those under the indebtedness being refinanced;

          (e) customary provisions restricting the assignment of any contract or
     interest of Lamar Media or any Restricted Subsidiary;

          (f) existing under an agreement relating to SBA Indebtedness;
                                        71


          (g) existing under an agreement relating to any Permitted Lien
     referred to in clause (v) of the definition of Permitted Liens; provided,
     however, that such encumbrance or restriction only relates to the assets or
     property subject to such Permitted Lien and having an aggregate fair market
     value equal to the indebtedness secured thereby;

          (h) imposed by applicable law;

          (i) imposed pursuant to a binding agreement which has been entered
     into for the sale or disposition of all or substantially all of the capital
     stock or of any assets of a Restricted Subsidiary, provided, however, such
     encumbrances and restrictions apply solely to such capital stock or assets
     of such Restricted Subsidiary which are the subject of such binding
     agreement;

          (j) on cash or other deposits or net worth imposed pursuant to
     customer contracts entered into in the ordinary course of business; and

          (k) arising under indebtedness (other than indebtedness described in
     clauses (b), (c), (d) or (f) above) permitted to be incurred pursuant to
     the indenture; provided, however, that the terms and conditions of any such
     encumbrances or restrictions are no more restrictive than the terms and
     conditions of any encumbrances or restrictions arising under the notes.

     "Permitted Holders" means (x) any of Charles Switzer, Charles W. Lamar,
III, Kevin P. Reilly, Sr., members of their immediate families or any lineal
descendant of any of the foregoing and the immediate families of any such lineal
descendant, (y) any trust or partnership, to the extent it is for the benefit of
any of the foregoing or (z) any person, entity or group of persons controlled by
any of the foregoing.

     "Permitted Investments" means, for any person, Investments made on or after
the date of the indenture consisting of:

          (a) Investments by Lamar Media or by a Restricted Subsidiary in Lamar
     Media or a Restricted Subsidiary which is a guarantor;

          (b) Temporary Cash Investments;

          (c) Investments by Lamar Media or by a Restricted Subsidiary in a
     person, if as a result of such Investment (i) such person becomes a
     Restricted Subsidiary which is a guarantor or (ii) such person is merged,
     consolidated or amalgamated with or into, or transfers or conveys
     substantially all of its assets to, or is liquidated into, Lamar Media or a
     Restricted Subsidiary which is a guarantor; and

          (d) an Investment that is made by Lamar Media or a Restricted
     Subsidiary in the form of any stock, bonds, notes, debentures, partnership
     or joint venture interests or other securities that are issued by a third
     party to Lamar Media or such Restricted Subsidiary solely as partial
     consideration for the consummation of an asset sale that is otherwise
     permitted under the covenant described under "Limitation on Certain Asset
     Sales."

     "Permitted Liens" means:

          (i) liens existing on the issue date of the notes;

          (ii) liens on property or assets of, or any shares of stock of, or
     interests in, or secured debt of, any person existing at the time such
     person becomes a Restricted Subsidiary or at the time such

Person is merged into Lamar Media or any of the Restricted Subsidiaries;
provided, however, that such liens are not incurred in connection with, or in
contemplation of, such person becoming a Restricted Subsidiary or merging into
Lamar Media or any of the Restricted Subsidiaries;

          (iii) liens securing Refinancing Indebtedness; provided, however, that
     any such lien does not extend to or cover any property, shares or debt
     other than the property, shares or debt securing the Indebtedness so
     refunded, refinanced or extended;

          (iv) liens in favor of Lamar Media or any of the Restricted
     Subsidiaries;

                                        72


          (v) liens to secure Purchase Money Indebtedness that is otherwise
     permitted under the indenture; provided, however, that any such lien is
     created solely for the purpose of securing such Purchase Money Indebtedness
     and does not extend to or cover any property other than such item of
     property and any improvements on such item;

          (vi) statutory liens or landlords', carriers', warehouseman's,
     mechanics', suppliers', materialmen's, repairmen's or other like liens
     arising in the ordinary course of business which do not secure any
     indebtedness and secure obligations with respect to amounts not yet
     delinquent or being contested in good faith by appropriate proceedings, if
     a reserve or other appropriate provision, if any, as shall be required in
     conformity with GAAP shall have been made therefor;

          (vii) liens for taxes, assessments or governmental charges that are
     being contested in good faith by appropriate proceedings;

          (viii) liens securing Capitalized Lease Obligations permitted to be
     incurred under clause (v) of the definition of "Permitted Indebtedness,"
     provided, however, that any such lien does not extend to any property other
     than that subject to the underlying lease;

          (ix) liens securing senior indebtedness of Lamar Media and the
     guarantors;

          (x) Permitted Dividend Encumbrances; and

          (xi) liens securing indebtedness in an aggregate principal amount not
     to exceed $1 million outstanding at any time.

     "Refinancing Indebtedness" means indebtedness that refunds, refinances or
extends any indebtedness of Lamar Media or the Restricted Subsidiaries
outstanding on the issue date of the notes or other Indebtedness permitted to be
incurred by Lamar Media or the Restricted Subsidiaries pursuant to the terms of
the indenture (other than pursuant to clauses (i), (iv), (v), (vi) and (vii) of
the definition of Permitted Indebtedness), but only to the extent that:

          (i) the Refinancing Indebtedness is subordinated to the notes to at
     least the same extent as the indebtedness being refunded, refinanced or
     extended;

          (ii) the Refinancing Indebtedness is scheduled to mature either (a) no
     earlier than the indebtedness being refunded, refinanced or extended, or
     (b) after the maturity date of the notes;

          (iii) the portion of the Refinancing Indebtedness that is scheduled to
     mature on or prior to the maturity date of the notes has a weighted average
     life to maturity at the time such Refinancing Indebtedness is incurred that
     is equal to or greater than the weighted average life to maturity of the
     portion of the indebtedness being refunded, refinanced or extended that is
     scheduled to mature on or prior to the maturity date of the notes;

          (iv) such Refinancing Indebtedness is in an aggregate principal amount
     that is equal to or less than the sum of (a) the aggregate principal amount
     then outstanding under the indebtedness being refunded, refinanced or
     extended, (b) the amount of any premium required to be paid in connection
     with such refunding, refinancing or extension pursuant to the terms of such
     indebtedness or the amount of any premium reasonably determined by the
     Board of Directors of Lamar Media as necessary to accomplish such
     refunding, refinancing or extension by means of a tender offer or privately
     negotiated purchase and (c) the amount of customary fees, expenses and
     costs related to the incurrence of such Refinancing Indebtedness; and

          (v) such Refinancing Indebtedness is incurred by the same person that
     initially incurred the indebtedness being refunded, refinanced or extended,
     except that Lamar Media may incur Refinancing Indebtedness to refund,
     refinance or extend indebtedness of any wholly owned Restricted Subsidiary.

     "Restricted Payment" means any of the following:

          (i) the declaration or payment of any dividend or any other
     distribution or payment on capital stock of Lamar Media or any Restricted
     Subsidiary or any payment made to the direct or indirect
                                        73


     holders (in their capacities as such) of capital stock of Lamar Media or
     any Restricted Subsidiary (other than (x) dividends or distributions
     payable solely in capital stock (other than Disqualified Stock) or in
     options, warrants or other rights to purchase capital stock (other than
     Disqualified Stock), and (y) in the case of Restricted Subsidiaries of
     Lamar Media, dividends or distributions payable to Lamar Media or to a
     wholly owned Restricted Subsidiary);

          (ii) the purchase, redemption or other acquisition or retirement for
     value of any capital stock of Lamar Media or any of the Restricted
     Subsidiaries (other than capital stock owned by Lamar Media or a wholly
     owned Restricted Subsidiary);

          (iii) the making of any principal payment on, or the purchase,
     defeasance, repurchase, redemption or other acquisition or retirement for
     value, prior to any scheduled maturity, scheduled repayment or scheduled
     sinking fund payment, of any indebtedness which is subordinated or pari
     passu in right of payment to the notes;

          (iv) the making of any Investment or guarantee of any Investment in
     any person other than a Permitted Investment;

          (v) any designation of a Restricted Subsidiary as an Unrestricted
     Subsidiary to the extent set forth in the definition of Unrestricted
     Subsidiary; and

          (vi) forgiveness of any indebtedness of an affiliate of Lamar Media
     (other than a wholly owned Restricted Subsidiary) to Lamar Media or a
     Restricted Subsidiary.

For purposes of determining the amount expended for Restricted Payments, cash
distributed or invested shall be valued at the face amount thereof and property
other than cash shall be valued at its fair market value.

     "Restricted Subsidiary" means a subsidiary of Lamar Media other than an
Unrestricted Subsidiary and includes all of the subsidiaries of Lamar Media
existing as of the issue date of the notes (other than Missouri Logos, a
Partnership). The board of directors of Lamar Media may designate any
Unrestricted Subsidiary or any person that is to become a subsidiary of Lamar
Media as a Restricted Subsidiary if immediately after giving effect to such
action (and treating any Acquired indebtedness as having been incurred at the
time of such action), Lamar Media could have incurred at least $1.00 of
additional indebtedness (other than Permitted Indebtedness) pursuant to the
"Limitation on Additional Indebtedness" covenant and no Default or Event of
Default shall have occurred and be continuing.

     "SBA Indebtedness" means indebtedness incurred pursuant to the United
States Small Business Administration Disaster Relief Loan program or any similar
loan program; provided, however, that such indebtedness shall at all times be
prepayable without penalty at the option of the obligor.

     "Temporary Cash Investments" or "cash equivalents" mean:

          (i) Investments in marketable, direct obligations issued or guaranteed
     by the United States of America, or of any governmental agency or political
     subdivision thereof, maturing within 365 days of the date of purchase;

          (ii) Investments in certificates of deposit issued by a bank organized
     under the laws of the United States of America or any state thereof or the
     District of Columbia, in each case having capital, surplus and undivided
     profits totaling more than $500,000,000 and rated at least A by Standard &
     Poor's Corporation and A-2 by Moody's Investors Service, Inc., maturing
     within 365 days of purchase; or

          (iii) Investments not exceeding 365 days in duration in money market
     funds that invest substantially all of such funds' assets in the
     Investments described in the preceding clauses (i) and (ii).

                                        74


     "Unrestricted Subsidiary" means (a) any subsidiary of an Unrestricted
Subsidiary and (b) any subsidiary of Lamar Media which is classified after the
issue date of the notes as an Unrestricted Subsidiary by a resolution adopted by
the board of directors of Lamar Media, but only so long as:

          (i) no portion of the indebtedness or any other obligation (contingent
     or otherwise) of such Unrestricted Subsidiary (other than obligations in
     respect of performance and surety bonds and in respect of reimbursement
     obligations for undrawn letters of credit supporting insurance arrangements
     and performance and surety bonds, each incurred in the ordinary course of
     business and not as part of a financing transaction (collectively,
     "Permitted Unrestricted Subsidiary Obligations")) (A) is guaranteed by
     Lamar Media or any Restricted Subsidiary, (B) is recourse to or obligates
     Lamar Media or any Restricted Subsidiary of Lamar Media, directly or
     indirectly, contingently or otherwise, to satisfaction thereof;

          (ii) such Unrestricted Subsidiary has no indebtedness or any other
     obligation (other than Permitted Unrestricted Subsidiary Obligations) that,
     if in default in any respect (including a payment default), would permit
     (upon notice, lapse of time or both) any holder of any other indebtedness
     of Lamar Media or its Restricted Subsidiaries to declare a default on such
     other indebtedness or cause the payment thereof to be accelerated or
     payable prior to its stated maturity; and

          (iii) no Default or Event of Default shall have occurred and be
     continuing.

Any designation of a subsidiary as an Unrestricted Subsidiary shall be deemed a
Restricted Payment in an amount equal to the fair market value of such
subsidiary (as determined in good faith by the board of directors of Lamar
Media) and any such designation shall be permitted only if it complies with the
provisions of "Limitation on Restricted Payments." The trustee shall be given
prompt notice by Lamar Media of each resolution adopted by the board of
directors of Lamar Media under this provision, together with a copy of each such
resolution adopted.

                EXCHANGE OFFER AND REGISTRATION RIGHTS AGREEMENT

     We and our subsidiary guarantors entered into a registration rights
agreement with the initial purchasers of the original notes on their issuance
date. In that agreement, we agreed for the benefit of the holders of the
original notes that we would use our reasonable best efforts to file with the
Commission and cause to become effective a registration statement, of which this
prospectus is a part, relating to an offer to exchange the original notes for
the exchange notes.

     When the Commission declares the exchange offer registration statement
effective, we will offer the exchange notes in return for the original notes.
The exchange offer will remain open for at least 20 business days after the date
we mail notice of the exchange offer to noteholders. For each note surrendered
to us under the exchange offer, the noteholder will receive an exchange note of
equal principal amount. Interest on each exchange note will accrue from the last
interest payment date on which interest was paid on the notes or, if no interest
has been paid on the notes, from the closing date.

     If applicable interpretations of the staff of the Commission do not permit
us to effect the exchange offer, we will use our reasonable best efforts to
cause to become effective a shelf registration statement relating to resales of
the original notes and to keep that shelf registration statement effective until
the expiration of the time period referred to in Rule 144(k) under the
Securities Act, or such shorter period that will terminate when all notes
covered by the shelf registration statement have been sold. We will, in the
event of such a shelf registration, provide to each noteholder copies of the
prospectus that is a part of the shelf registration statement, notify each
noteholder when the shelf registration statement has become effective and take
certain other actions to permit resales of the notes. A noteholder that sells
notes under the shelf registration statement generally will be required to be
named as a selling security holder in the related prospectus and to deliver a
prospectus to purchasers, will be subject to certain of the civil liability
provisions under the Securities Act in connection with those sales and will be
bound by the provisions of the registration rights agreement that are applicable
to such a noteholder (including certain indemnification obligations).
                                        75


     If the exchange offer is not completed (or, if required, the shelf
registration statement is not declared effective) on or before November 19, 2003
(the "Target Registration Date"), the annual interest rate borne by the notes
will be increased by (i) 0.25% per annum for the first 90-day period immediately
following the Target Registration Date and (ii) an additional 0.25% per annum
with respect to each subsequent 90-day period, in each case until the exchange
offer is completed or the shelf registration statement is declared effective, up
to a maximum of 1.00% per annum of additional interest.

     If we effect the exchange offer, we will be entitled to close the exchange
offer 20 business days after its commencement, provided, that we have accepted
all notes validly surrendered in accordance with the terms of the exchange
offer. Notes not tendered in the exchange offer shall bear interest at the rate
set forth on the cover page of this prospectus and be subject to all the terms
and conditions specified in the indenture, including transfer restrictions.

     The preceding is a summary of the material provisions of the registration
rights agreement, a copy of which is available from us upon request.

                      BOOK-ENTRY SETTLEMENT AND CLEARANCE

THE GLOBAL NOTES

     The exchange notes will be issued in the form of one or more registered
notes in global form, without interest coupons, which we refer to as the global
notes.

     Upon issuance, the global notes will be deposited with the trustee as
custodian for The Depository Trust Company ("DTC"), as the depository, and
registered in the name of Cede & Co., as nominee of DTC.

     Ownership of beneficial interests in the global notes will be limited to
persons who have accounts with DTC, which are called DTC participants, or
persons who hold interests through DTC participants. We expect that under
procedures established by DTC:

     - upon deposit of the global notes with DTC's custodian, DTC will credit
       portions of the principal amount of the global notes to the accounts of
       the DTC participants designated by the initial purchasers; and

     - ownership of beneficial interests in the global notes will be shown on,
       and transfer of ownership of those interests will be effected only
       through, records maintained by DTC (with respect to interests of DTC
       participants) and the records of DTC participants (with respect to other
       owners of beneficial interests in the global note).

     Beneficial interests in the global notes may not be exchanged for notes in
physical, certificated form except in the limited circumstances described below
in the "-- Certificated Notes" section.

BOOK-ENTRY PROCEDURES FOR THE GLOBAL NOTES

     All interests in the global notes will be subject to the operations and
procedures of DTC, which are summarized below. The operations and procedures of
each settlement system are controlled by that settlement system and may be
changed at any time. Neither we nor the initial purchasers are responsible for
those operations or procedures.

     DTC has advised us that it is:

     - a limited purpose trust company organized under the laws of the State of
       New York;

     - a "banking organization" within the meaning of the New York State Banking
       Law;

     - a member of the Federal Reserve System;

                                        76


     - a "clearing corporation" within the meaning of the Uniform Commercial
       Code; and

     - a "clearing agency" registered under Section 17A of the Securities
       Exchange Act of 1934.

     DTC holds securities for its participants and facilitates the clearance and
settlement of securities transactions between its participants through
electronic book-entry changes to the accounts of its participants. DTC's
participants include securities brokers and dealers, including the initial
purchasers; banks and trust companies; clearing corporations and other
organizations. Indirect access to DTC's system is also available to others such
as banks, brokers, dealers and trust companies; these indirect participants
clear through or maintain a custodial relationship with a DTC participant,
either directly or indirectly. Investors who are not DTC participants may
beneficially own securities held by or on behalf of DTC only through DTC
participants or indirect participants in DTC.

     So long as DTC's nominee is the registered owner of the global notes, that
nominee will be considered the sole owner or holder of the notes represented by
the global notes for all purposes under the indenture. Except as provided below,
owners of beneficial interests in the global notes:

     - will not be entitled to have notes represented by the global notes
       registered in their names;

     - will not receive or be entitled to receive physical, certificated notes;
       and

     - will not be considered the owners or holders of the notes under the
       indenture for any purpose, including with respect to the giving of any
       direction, instruction or approval to the trustee under the indenture.

     As a result, each investor who owns a beneficial interest in the global
notes must rely on the procedures of DTC to exercise any rights of a holder of
notes under the indenture (and, if the investor is not a participant or an
indirect participant in DTC, on the procedures of the DTC participant through
which the investor owns its interest).

     Investors who are not "United States persons," as defined under the
Securities Act, who purchased original notes in reliance on Regulation S hold
their interests in the original notes through Clearstream or Euroclear, if they
are participants in such systems, or indirectly through organizations which are
participants in such systems. Euroclear and Clearstream are direct participants
in the DTC system. We understand that Euroclear and Clearstream each maintains
records of the beneficial interests of their account holders and facilitate the
clearance and settlement of securities transactions by electronic book-entry
transfer among their respective account holders.

     Payments of principal, premium (if any) and interest with respect to the
exchange notes represented by the global notes will be made by the trustee to
DTC's nominee as the registered holder of the global note. Neither we nor the
trustee will have any responsibility or liability for the payment of amounts to
owners of beneficial interests in the global notes, for any aspect of the
records relating to or payments made on account of those interests by DTC, or
for maintaining, supervising or reviewing any records of DTC relating to those
interests.

     Payments by participants and indirect participants in DTC to the owners of
beneficial interests in the global notes will be governed by standing
instructions and customary industry practice and will be the responsibility of
those participants or indirect participants and DTC.

     Except for trades involving only Euroclear and Clearstream participants,
interests in the global notes will trade in DTC's settlement system and
secondary market trading activity in such interests will therefore settle in
immediately available funds, subject in all cases to the rules and procedures of
DTC and its participants. Transfers between participants in DTC will be effected
under DTC's procedures and will be settled in same-day funds. Transfers between
participants in Euroclear or Clearstream will be effected in the ordinary way
under the rules and operating procedures of those systems.

     Cross-market transfers between DTC participants, on the one hand, and
Euroclear or Clearstream participants, on the other hand, will be effected
within DTC through the DTC participants that are acting as depositories for
Euroclear and Clearstream. To deliver or receive an interest in a global note
held in a
                                        77


Euroclear or Clearstream account, an investor must send transfer instructions to
Euroclear or Clearstream, as the case may be, under the rules and procedures of
that system and within the established deadlines of that system. If the
transaction meets its settlement requirements, Euroclear or Clearstream, as the
case may be, will send instructions to its DTC depositary to take action to
effect final settlement by delivering or receiving interests in the relevant
global notes in DTC, and making or receiving payment under normal procedures for
same-day funds settlement applicable to DTC. Euroclear and Clearstream
participants may not deliver instructions directly to the DTC depositories that
are acting for Euroclear or Clearstream.

     Because of time zone differences, the securities account of a Euroclear or
Clearstream participant that purchases an interest in a global note from a DTC
participant will be credited on the business day for Euroclear or Clearstream
immediately following the DTC settlement date. Cash received in Euroclear or
Clearstream from the sale of an interest in a global note to a DTC participant
will be received with value on the DTC settlement date but will be available in
the relevant Euroclear or Clearstream cash account as of the business day for
Euroclear or Clearstream following the DTC settlement date.

     Although DTC, Euroclear and Clearstream have agreed to the above procedures
to facilitate transfers of interests in the global notes among participants in
those settlement systems, they are not obligated to perform these procedures and
may discontinue or change these procedures at any time. Neither we nor the
trustee will have any responsibility for the performance by DTC, Euroclear or
Clearstream or their participants or indirect participants of their obligations
under the rules and procedures governing their operations.

CERTIFICATED NOTES

     Notes in physical, certificated form will be issued and delivered to each
person that DTC identifies as a beneficial owner of the exchange notes only if:

     - DTC notifies us at any time that it is unwilling or unable to continue as
       depositary for the global notes and a successor depositary is not
       appointed within 90 days;

     - DTC ceases to be registered as a clearing agency under the Securities
       Exchange Act of 1934 and a successor depositary is not appointed within
       90 days;

     - we, at our option, notify the trustee that we elect to cause the issuance
       of certificated notes; or

     - certain other events provided in the indenture should occur.

                    MATERIAL U.S. FEDERAL TAX CONSIDERATIONS

     The following is a summary of the material United States federal income tax
consequences of the exchange of original notes for exchange notes and of the
ownership and disposition of the exchange notes. This summary is based on the
Internal Revenue Code of 1986, as amended (the "Code"), administrative
pronouncements, judicial decisions and final, temporary and proposed
regulations, all of which are subject to change. Any such change could be
applied retroactively in a way that could cause the tax consequences to differ
from the consequences described below, possibly with adverse effect.

     This summary applies only to persons who hold the original notes and the
exchange notes as capital assets within the meaning of Section 1221 of the Code
(that is, for investment purposes). This summary does not discuss all aspects of
United States federal income taxation that may be relevant to holders in light
of their special circumstances or that may be relevant to holders subject to
special tax rules (such as banks, thrifts, and other financial institutions,
insurance companies, tax-exempt organizations, regulated investment companies,
real estate investment trusts or real estate mortgage investment conduits,
financial asset securitization investment trusts, dealers in securities or
currencies, persons who hold the notes through a partnership or other
pass-through entity, persons subject to alternative minimum tax, persons holding
the notes as a part of a hedge, straddle, conversion, constructive sale or other
integrated transaction, persons whose functional currency is not the U.S.
dollar, or persons who have ceased to be U.S. citizens or to be taxed as
resident aliens). This summary also does not discuss any tax consequences
                                        78


arising under the United States federal estate and gift tax laws or the law of
any state, local, foreign or other taxing jurisdiction.

     YOU SHOULD CONSULT YOUR OWN TAX ADVISOR CONCERNING THE UNITED STATES
FEDERAL INCOME TAX CONSEQUENCES TO YOU, IN LIGHT OF YOUR PARTICULAR SITUATION,
OF THE EXCHANGE OF THE ORIGINAL NOTES FOR THE EXCHANGE NOTES AND THE OWNERSHIP
AND DISPOSITION OF THE EXCHANGE NOTES, AS WELL AS ANY CONSEQUENCES ARISING UNDER
UNITED STATES FEDERAL ESTATE AND GIFT TAX LAWS AND THE LAWS OF ANY STATE, LOCAL,
FOREIGN OR OTHER TAXING JURISDICTION.

     As used this summary, the term "U.S. holder" means a beneficial owner of a
note that is for United States federal income tax purposes:

     - a citizen or resident of the United States;

     - a corporation (including an entity treated as a corporation for U.S.
       federal income tax purposes) created or organized in or under the laws of
       the United States or of any political subdivision thereof;

     - an estate, the income of which is subject to United States federal income
       tax regardless of its source; or

     - a trust, if a court within the United States is able to exercise primary
       supervision over the administration of the trust and one or more United
       States persons have the authority to control all substantial decisions of
       the trust or if a valid election is in place to treat the trust as a
       United States person.

     As used in this summary, the term "non-U.S. holder" means a beneficial
owner of a note that is not a U.S. holder.

TAX CONSEQUENCES TO U.S. HOLDERS

  EXCHANGE OFFER

     The exchange of the original notes for the exchange notes in connection
with the exchange offer will not be a taxable sale or exchange for U.S. federal
income tax purposes. Accordingly,

     - holders will not recognize taxable gain or loss as a result of the
       exchange;

     - the adjusted tax basis of an exchange note immediately after the exchange
       will be the same as the adjusted tax basis of the original note exchanged
       therefor immediately before the exchange; and

     - the holding period of the exchange note will include the holding period
       of the original note.

Further, market discount or bond premium (as discussed below) applicable to the
original notes will carry over to the exchange notes.

  STATED INTEREST PAYMENTS ON THE EXCHANGE NOTES

     Stated interest payments on the exchange notes will generally be taxable as
ordinary interest income at the time the interest accrues or is received in
accordance with a holder's regular method of accounting for federal income tax
purposes.

MARKET DISCOUNT

     If a holder acquires an exchange note (or purchased an original note which
such holder exchanges for an exchange note) for an amount that is less than its
stated principal amount, the difference will be treated as "market discount"
(unless such difference is less than a statutorily defined de minimis amount),
and the exchange note will be subject to the market discount rules. The holder
of an exchange note that is

                                        79


subject to the market discount rules will be required to treat any full or
partial principal payment or any gain recognized on the maturity, sale or other
disposition of the note as ordinary income, to the extent that such gain does
not exceed the accrued market discount on the note. The amount of market
discount treated as having accrued will be determined either:

     - on a straight-line basis by multiplying the market discount times a
       fraction, the numerator of which is the number of days the note was held
       by the holder and the denominator of which is the total number of days
       after the date such holder acquired the note up to (and including) the
       note's maturity date, or

     - if the holder so elects, on a constant interest rate method.

     The holder of an exchange note subject to the market discount rules may
elect to include market discount in income currently, through the use of either
the straight-line inclusion method or the elective constant interest rate
method, in lieu of recharacterizing gain upon disposition as ordinary income to
the extent of accrued market discount at the time of disposition. Once made,
this election will apply to all debt instruments with market discount acquired
by the electing holder on or after the first day of the first taxable year to
which the election applies and may not be revoked without the consent of the
Internal Revenue Service (IRS). If an election is made to include market
discount on a debt instrument in income currently, the basis of the debt
instrument in the hands of the holder will be increased by the market discount
thereon as it is included in income.

     A holder who does not elect to include the market discount on an exchange
note in income currently may be required to defer interest expense deductions
for a portion of the interest paid on indebtedness incurred or continued to
purchase or carry such note, until the maturity of the note, its earlier
disposition in a taxable transaction or, if the holder so elects, a subsequent
taxable year in which sufficient interest income exists with respect to the
exchange note.

  AMORTIZABLE BOND PREMIUM

     If a holder purchases an exchange note (or purchased an original note which
such holder exchanges for an exchange note) for an amount in excess of all
amounts payable on the note after the purchase date, other than payments of
stated interest, the excess will constitute bond premium. A holder generally may
elect to amortize bond premium on a constant yield method over the remaining
term of the exchange note by offsetting stated interest allocable to an accrual
period with bond premium allocable to that period when the holder takes the
interest into income under the holder's regular method of accounting. Since the
exchange notes are redeemable at our option on or after January 1, 2008 (see
"Description of the Exchange Notes -- Optional Redemption"), a holder must
determine the yield and maturity of the exchange notes for purposes of
calculating and amortizing bond premium by assuming that we will exercise our
option to redeem the holder's notes in a manner that maximizes the holder's
yield. If we do not exercise our option to redeem the exchange note in the
manner assumed, then solely for purposes of calculating and amortizing any
remaining bond premium, the holder must treat the exchange note as retired and
reissued on the deemed redemption date for its adjusted acquisition price as of
that date. The adjusted acquisition price of the exchange note is the holder's
initial investment in the exchange note or the original note, decreased by the
amount of any payments, other than qualified stated interest payments, received
with respect to such note and any bond premium previously amortized by the
holder.

     Once made, the election to amortize bond premium on a constant yield method
applies to all debt instruments (other than debt instruments the interest on
which is excludable from gross income) held or subsequently acquired by the
holder on or after the first day of the first taxable year to which the election
applies and may not be revoked without the consent of the IRS.

                                        80


  SALE, EXCHANGE OR RETIREMENT OF EXCHANGE NOTES

     A holder of an exchange note will recognize gain or loss upon the sale,
redemption, retirement or other disposition of the note equal to the difference
between:

     - the amount of cash and the fair market value of any property received
       (except to the extent attributable to accrued interest) and

     - the holder's adjusted tax basis in the note.

     A holder's adjusted tax basis in an exchange note generally will equal such
holder's initial investment in the original note or the exchange note, increased
by any accrued market discount previously included in income and decreased by
the amount of any payments, other than qualified stated interest payments,
received with respect to such note and any amortized bond premium. If a holder
disposes of an exchange note between interest payment dates, a portion of the
amount received represents interest accrued to the date of disposition and must
be reported as ordinary interest income, and not as proceeds from the
disposition, in accordance with the holder's regular method of accounting for
federal income tax purposes. Subject to the market discount rules discussed
above, any gain or loss recognized by a holder on the disposition of an exchange
note generally will be capital gain or loss and will be long-term capital gain
or loss if the holder's holding period is more than one year. Under current law,
holders who are individuals generally are taxed on long-term capital gains at a
maximum marginal rate of 20%; corporate holders are taxed on long-term capital
gains at a maximum marginal rate of 35%. The deductibility of capital losses is
subject to limitations.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

     The following discussion applies only to non-U.S. holders. This discussion
does not address all aspects of United States federal income taxation that may
be relevant to such non-U.S. holders in light of their special circumstances.
For example, special rules may apply to a non-U.S. holder that is a "controlled
foreign corporation," "passive foreign investment company" or "foreign personal
holding company," and such holders should consult their own tax advisors to
determine the United States federal, state, local and other tax consequences
that may be relevant to them.

  EXCHANGE OFFER

     The exchange of the original notes for the exchange notes in the exchange
offer will not be a taxable sale or exchange for U.S. federal income tax
purposes.

  INTEREST PAYMENTS ON THE EXCHANGE NOTES

     Subject to the discussion below concerning effectively connected income and
backup withholding, the 30% United States federal withholding tax will not apply
to any payment of interest on the exchange notes provided that:

     - the holder does not own actually or constructively 10% or more of the
       total combined voting power of Lamar Media;

     - the holder is not a controlled foreign corporation related to Lamar Media
       through actual or constructive stock ownership;

     - the holder is not a bank whose receipt of interest on the exchange notes
       is described in Section 881(c)(3)(A) of the Internal Revenue Code; and

     - either

      - the holder provides the holder's name and address on an IRS Form W-8BEN
        (or other applicable form), and certifies, under penalty of perjury that
        the holder is not a United States person, or

                                        81


      - a financial institution holding the notes on the holder's behalf
        certifies, under penalty of perjury, that it has received an IRS Form
        W-8BEN (or other applicable form) from the beneficial owner and provides
        a copy or, in the case of certain foreign intermediaries, satisfies
        other certification requirements under the applicable U.S. Treasury
        regulations.

Special certification requirements apply to certain non-U.S. holders that are
entities rather than individuals.

     If a holder cannot satisfy the requirements described above, payments of
interest (including original issue discount) made to the holder will be subject
to the 30% United States federal withholding tax, unless the holder qualifies
for a reduced rate of withholding under a tax treaty or the payments are exempt
from withholding because they are effectively connected with the holder's
conduct of a trade or business in the United States (or, where a tax treaty
applies, are attributable to a United States permanent establishment maintained
by the holder) and the holder satisfies the applicable certification and
disclosure requirements. In order to claim a reduction in or exemption from the
30% withholding tax under an applicable tax treaty, a holder must provide a
properly executed IRS Form W-8BEN (or a suitable substitute form). A holder must
provide an IRS Form W-8ECI (or a suitable substitute form) in order to claim
that the interest payments are exempt from the withholding tax because they are
effectively connected with the holder's conduct of a trade or business in the
United States.

     A non-U.S. holder eligible for a reduced rate of United States withholding
tax pursuant to an income tax treaty may obtain a refund of any excess amounts
withheld by filing an appropriate claim for refund with the IRS.

  SALE, EXCHANGE OR RETIREMENT OF THE EXCHANGE NOTES

     Subject to the discussion below concerning effectively connected income and
backup withholding, a holder will not be subject to U.S. federal income tax on
any gain (including gain attributable to market discount) realized on the sale,
exchange or retirement of an exchange note unless the holder is an individual
who is present in the U.S. for at least 183 days during the year of disposition
of the exchange note and other conditions are satisfied.

  EFFECTIVELY CONNECTED INCOME

     If a holder is engaged in a trade or business in the United States and the
holder's investment in an exchange note is effectively connected with such trade
or business, the holder will be exempt from the 30% withholding tax on interest
(provided a certification requirement, generally on IRS Form W-8ECI, is met) and
will instead generally be subject to regular U.S. federal income tax on a net
income basis on any interest and gain with respect to the exchange notes in the
same manner as if the holder were a U.S. Holder. In addition, if the holder is a
foreign corporation, the holder may be subject to a branch profits tax of 30%
(or the lower rate provided by an applicable income tax treaty) of the holder's
earnings and profits for the taxable year that are effectively connected with
the holder's conduct of a trade or business in the United States. If the holder
is eligible for the benefits of a tax treaty, any effectively connected income
or gain will generally be subject to U.S. federal income tax only if it is also
attributable to a permanent establishment maintained by the holder in the United
States.

  INFORMATION REPORTING AND BACKUP WITHHOLDING

     Interest and principal payments on, and proceeds received from the sale of,
an exchange note generally will be reported to U.S. holders, other than certain
exempt recipients, such as corporations, on Internal Revenue Service Form 1099.
In addition, a backup withholding tax may apply to those amounts if the U.S.
holder fails to furnish the payor with a correct taxpayer identification number
or other required certification or fails to report interest or dividends
required to be shown on the holder's federal income tax returns.

                                        82


     In general, a non-U.S. holder will not be subject to backup withholding
with respect to interest or principal payments on the exchange notes if such
holder has provided the statement described above under "-- United States
Federal Income Tax Consequences to Non-U.S. Holders -- Interest Payments on the
Exchange Notes" and the payor does not have actual knowledge or reason to know
that such holder is a U.S. person. In addition, a non-U.S. holder will not be
subject to backup withholding with respect to the proceeds of the sale of an
exchange note made within the United States or conducted through certain United
States financial intermediaries if the payor receives the statement described
above and does not have actual knowledge or reason to know that such holder is a
United States person or such holder otherwise establishes an exemption. Non-U.S.
holders should consult their tax advisors regarding the application of
information reporting and backup withholding in their particular situations, the
availability of exemptions and the procedure for obtaining such exemptions, if
available.

     Backup withholding is not an additional tax, and amounts withheld as backup
withholding will be allowed as a refund or credit against a holder's federal
income tax liability, provided that the required information is furnished to the
IRS.

                              PLAN OF DISTRIBUTION

     Based on interpretations by the staff of the Division of Corporation
Finance of the SEC set forth in no-action letters issued to third parties, we
believe that the exchange notes issued pursuant to this exchange offer in
exchange for original notes generally may be offered for resale, resold or
otherwise transferred by holders without compliance with the registration and
prospectus delivery provisions of the Securities Act of 1933 if the exchange
notes are acquired in the ordinary course of such holders' business and such
holders have no arrangement with any person to participate in a distribution of
such exchange notes. We did not, and do not intend to, request an interpretation
from the SEC with respect to resales of the exchange notes, and we cannot be
sure that the staff of the Division of Corporation Finance of the SEC would make
a similar determination with respect to the resale of the exchange notes as it
did in those interpretative letters to third-parties. Broker-dealers receiving
exchange notes in the exchange offer will be subject to a prospectus delivery
requirement with respect to resales of such exchange notes.

     Any holder that is an "affiliate" of ours or a broker-dealer that acquired
original notes directly from us or that otherwise cannot rely upon such
interpretations must comply with the registration and prospectus delivery
requirements of the Securities Act in order to resell the original notes and
will not be permitted or entitled to exchange original notes in the exchange
offer.

     Based on the position taken by the staff of the Division of Corporation
Finance of the SEC in the no-action letters referred to above, we believe that
broker-dealers who acquired original notes for their own accounts, as a result
of market-making activities or other trading activities, may fulfill their
prospectus delivery requirements with respect to the exchange notes received
upon exchange of such original notes (other than original notes which represent
an unsold allotment from the original sale of the original notes) with a
prospectus meeting the requirements of the Securities Act of 1933, which may be
the prospectus prepared for an exchange offer so long as it contains a
description of the plan of distribution with respect to the resale of such
exchange notes. Accordingly, this prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of exchange notes received in exchange for original notes where
those original notes were acquired as a result of market-making activities or
other trading activities. However, a broker-dealer who intends to use this
prospectus in connection with the resale of exchange notes received in exchange
for original notes pursuant to this exchange offer, must notify us or cause us
to be notified, on or prior to the expiration of this exchange offer, that it is
a broker-dealer. Such notice may be given in the space provided for in the
letter of transmittal or may be delivered to the exchange agent. Further, each
broker-dealer that receives exchange notes for its own account pursuant to the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of such exchange notes. We have agreed that, for a period of 180
days after the exchange offer has been completed, we will make this prospectus,
as amended or supplemented, available to any broker-dealer for use in connection
with any such resale. The 180-day period may be

                                        83


suspended (to be offset by a commensurate extension) in the event of a possible
acquisition, business combination or other transaction involving us or if it
becomes necessary for us to amend or supplement such prospectus. If we suspend
use of the prospectus, we may require broker-dealers to discontinue the sale or
other disposition of the exchange notes for a period of not more than 20 days in
any 12-month period.

     We will not receive any proceeds from any sale of exchange notes by
broker-dealers. Exchange notes received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the exchange notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or at negotiated prices. Any such resale may be
made directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any broker-dealer or
the purchasers of any such exchange notes. Any broker-dealer that resells
exchange notes that were received by it for its own account pursuant to the
exchange offer and any broker or dealer that participates in a distribution of
such exchange notes may be deemed to be an "underwriter" within the meaning of
the Securities Act, and any profit on any such resale of exchange notes and any
commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. The letter of transmittal
states that, by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

     The initial purchaser and its respective affiliates perform various
commercial banking and investment banking services for us on a regular basis.

                                 LEGAL MATTERS

     The validity of the exchange notes offered hereby will be passed upon for
us by Palmer & Dodge LLP, Boston, Massachusetts. Palmer & Dodge LLP will deliver
an opinion stating that the notes and the guarantees will be binding obligations
of Lamar Media and the guarantors, respectively. In rendering its opinion,
Palmer & Dodge LLP will rely on the opinion of Cahill Gordon & Reindel with
respect to matters of New York law and on the opinion of Kean, Miller,
Hawthorne, D'Armond, McCowan & Jorman, L.L.P. with respect to certain matters
pertaining to the subsidiary guarantors.

                                    EXPERTS

     The consolidated financial statements of Lamar Advertising Company and
subsidiaries and Lamar Media Corp. and subsidiaries as of December 31, 2002 and
2001, and for each of the years in the three-year period ended December 31, 2002
have been included in this registration statement in reliance upon the reports
of KPMG LLP, independent accountants, and upon the authority of said firm as
experts in accounting and auditing. The audit reports covering the 2002
consolidated financial statements refer to the adoption of the provisions of
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations," and certain provisions of SFAS No. 142, "Goodwill and Other
Intangible Assets," as required for goodwill and intangible assets resulting
from business combinations consummated after June 30, 2001 and the full adoption
of SFAS No. 142 on January 1, 2002.

                             AVAILABLE INFORMATION

     We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any of these documents at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Our SEC filings are also available on the SEC's website at
http://www.sec.gov. Copies of certain information filed by us with the SEC are
also available on our parent's website at http://www.lamar.com. This website is
not part of this prospectus.

                                        84


     We have filed a registration statement on Form S-4, of which this
prospectus is a part, with the SEC relating to the exchange notes to be issued
in the exchange offer. For further information on us, the notes and the exchange
offer, you should refer to the registration statement and its exhibits. This
prospectus discusses material provisions of our indenture dated December 23,
2002 entered into with Wachovia Bank of Delaware, National Association, as
trustee. Because the prospectus may not contain all the information that you may
find important, you should review the full text of the indenture and other
documents we have incorporated by reference into the registration statement.

     You should rely only on the information provided in this prospectus or any
supplement. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities 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 these documents.

                                        85


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<Table>
                                                           
FOR THE PERIOD ENDED DECEMBER 31, 2002:
Lamar Advertising Company and Subsidiaries
Independent auditors' report................................  F-2
Consolidated balance sheets as of December 31, 2002 and
  2001......................................................  F-3
Consolidated statements of operations for the years ended
  December 31, 2002, 2001 and 2000..........................  F-4
Consolidated statements of stockholders' equity for the
  years ended December 31, 2002, 2001 and 2000..............  F-5
Consolidated statements of cash flows for the years ended
  December 31, 2002, 2001 and 2000..........................  F-6
Notes to consolidated financial statements..................  F-7
Schedule 2 -- Valuation and Qualifying Accounts years ended
  December 31, 2002, 2001 and 2000..........................  F-28
Lamar Media Corp. and Subsidiaries
Independent auditors' report................................  F-29
Consolidated balance sheets as of December 31, 2002 and
  2001......................................................  F-30
Consolidated statements of operations for the years ended
  December 31, 2002, 2001 and 2000..........................  F-31
Consolidated statements of stockholder's equity for the
  years ended December 31, 2002, 2001 and 2000..............  F-32
Consolidated statements of cash flows for the years ended
  December 31, 2002, 2001 and 2000..........................  F-33
Notes to consolidated financial statements..................  F-34
Schedule 2 -- Valuation and Qualifying Accounts years ended
  December 31, 2002, 2001 and 2000..........................  F-40

FOR THE PERIOD ENDED MARCH 31, 2003:
Lamar Advertising Company and Subsidiaries
Condensed Consolidated Balance Sheets as of March 31, 2003
  and December 31, 2002 (unaudited).........................  F-41
Condensed Consolidated Statements of Operations for the
  three months ended March 31, 2003 and 2002 (unaudited)....  F-42
Condensed Consolidated Statements of Cash Flows for the
  three months ended March 31, 2003 and 2002 (unaudited)....  F-43
Notes to Condensed Consolidated Financial Statements
  (unaudited)...............................................  F-44
Lamar Media Corp. and Subsidiaries
Condensed Consolidated Balance Sheets as of March 31, 2003
  and December 31, 2002 (unaudited).........................  F-49
Condensed Consolidated Statements of Operations for the
  three months ended March 31, 2003 and 2002 (unaudited)....  F-50
Condensed Consolidated Statements of Cash Flows for the
  three months ended March 31, 2003 and 2002 (unaudited)....  F-51
Notes to Condensed Consolidated Financial Statements
  (unaudited)...............................................  F-52
</Table>

                                       F-1


                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Lamar Advertising Company:

     We have audited the accompanying consolidated balance sheets of Lamar
Advertising Company and subsidiaries as of December 31, 2002 and 2001, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 2002.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Lamar
Advertising Company and subsidiaries as of December 31, 2002 and 2001, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States of America.

     As discussed in Note 1(d) to the consolidated financial statements,
effective July 1, 2001, the Company adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations", and
certain provisions of SFAS No. 142, "Goodwill and Other Intangible Assets", as
required for goodwill and intangible assets resulting from business combinations
consummated after June 30, 2001. The provisions of SFAS No. 142 were fully
adopted on January 1, 2002.

/s/ KPMG LLP

KPMG LLP
New Orleans, Louisiana
February 5, 2003, except as to Note 8 which is as of March 7, 2003

                                       F-2


                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                                     DECEMBER 31,
                                                              ---------------------------
                                                                  2002           2001
                                                              ------------   ------------
                                                              (IN THOUSANDS, EXCEPT SHARE
                                                                  AND PER SHARE DATA)
                                                                       
ASSETS
Current assets:
  Cash and cash equivalents.................................   $   15,610     $   12,885
  Cash on deposit for debt extinguishment (note 8)..........      266,657             --
  Receivables, net of allowance for doubtful accounts of
    $4,914 in 2002 and 2001.................................       92,382         95,135
  Prepaid expenses..........................................       30,091         27,176
  Deferred income tax asset.................................        6,428          5,945
  Other current assets......................................        7,315          8,019
                                                               ----------     ----------
Total current assets........................................      418,483        149,160
                                                               ----------     ----------
Property, plant and equipment (note 4)......................    1,850,657      1,777,399
  Less accumulated depreciation and amortization............     (566,889)      (451,686)
                                                               ----------     ----------
Net property, plant and equipment...........................    1,283,768      1,325,713
                                                               ----------     ----------
Goodwill (note 5)...........................................    1,178,428      1,134,760
Intangible assets (note 5)..................................      988,953      1,044,715
Other assets................................................       18,474         17,304
                                                               ----------     ----------
Total assets................................................   $3,888,106     $3,671,652
                                                               ==========     ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Trade accounts payable....................................   $   10,051     $   10,048
  Current maturities of long-term debt (note 8).............        4,687         66,559
  Current maturities related to debt extinguishment (note
    8)......................................................      255,000             --
  Accrued expenses (note 7).................................       38,881         33,674
  Deferred income...........................................       13,942         11,618
                                                               ----------     ----------
Total current liabilities...................................      322,561        121,899
Long-term debt (note 8).....................................    1,734,746      1,745,026
Deferred income taxes (note 9)..............................      114,260        124,782
Other liabilities...........................................        7,366          7,724
                                                               ----------     ----------
Total liabilities...........................................    2,178,933      1,999,431
                                                               ----------     ----------
Stockholders' equity (note 11):
  Series AA preferred stock, par value $.001, $63.80
    cumulative dividends, authorized 5,720 shares; 5,719
    shares issued and outstanding at 2002 and 2001..........           --             --
  Class A preferred stock, par value $638, $63.80 cumulative
    dividends, 10,000 shares authorized, 0 shares issued and
    outstanding at 2002 and 2001............................           --             --
  Class A common stock, par value $.001, 175,000,000 shares
    authorized, 85,077,038 and 82,899,800 shares issued and
    outstanding at 2002 and 2001, respectively..............           85             83
  Class B common stock, par value $.001, 37,500,000 shares
    authorized, 16,417,073 and 16,611,835 shares issued and
    outstanding at 2002 and 2001, respectively..............           16             17
  Additional paid-in capital................................    2,036,709      1,963,065
  Accumulated deficit.......................................     (327,637)      (290,944)
                                                               ----------     ----------
Stockholders' equity........................................    1,709,173      1,672,221
                                                               ----------     ----------
Total liabilities and stockholders' equity..................   $3,888,106     $3,671,652
                                                               ==========     ==========
</Table>

          See accompanying notes to consolidated financial statements.
                                       F-3


                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                                   YEARS ENDED DECEMBER 31,
                                                       -------------------------------------------------
                                                            2002              2001             2000
                                                       ---------------   --------------   --------------
                                                        (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                                                                 
Net revenues:........................................   $    775,682      $   729,050      $   687,319
                                                        ------------      -----------      -----------
Operating expenses:
  Direct advertising expenses........................        274,772          251,483          217,465
  General and administrative expenses................        167,182          151,048          138,072
  Depreciation and amortization......................        277,893          355,529          318,096
  Gain on disposition of assets......................           (336)            (923)            (986)
                                                        ------------      -----------      -----------
                                                             719,511          757,137          672,647
                                                        ------------      -----------      -----------
  Operating income (loss)............................         56,171          (28,087)          14,672
Other expense (income):
  Loss on early extinguishment of debt...............          5,850               --               --
  Interest income....................................           (929)            (640)          (1,715)
  Interest expense...................................        107,272          126,861          147,607
                                                        ------------      -----------      -----------
                                                             112,193          126,221          145,892
                                                        ------------      -----------      -----------
Loss before income taxes.............................        (56,022)        (154,308)        (131,220)
Income tax benefit (note 9)..........................        (19,694)         (45,674)         (37,115)
                                                        ------------      -----------      -----------
Net loss.............................................        (36,328)        (108,634)         (94,105)
Preferred stock dividends............................            365              365              365
                                                        ------------      -----------      -----------
Net loss applicable to common stock..................   $    (36,693)     $  (108,999)     $   (94,470)
                                                        ============      ===========      ===========
Net loss per common share -- basic and diluted.......   $      (0.36)     $     (1.11)     $     (1.04)
                                                        ============      ===========      ===========
Weighted average common shares outstanding...........    101,089,215       98,566,949       91,164,884
Incremental common shares from dilutive stock
  options............................................             --               --               --
Incremental common shares from convertible debt......             --               --               --
                                                        ------------      -----------      -----------
Weighted average common shares assuming dilution.....    101,089,215       98,566,949       91,164,884
                                                        ============      ===========      ===========
</Table>

          See accompanying notes to consolidated financial statements.
                                       F-4


                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

<Table>
<Caption>
                                   SERIES AA    CLASS A    CLASS A   CLASS B   ADDITIONAL
                                   PREFERRED   PREFERRED   COMMON    COMMON     PAID-IN     ACCUMULATED
                                     STOCK       STOCK      STOCK     STOCK     CAPITAL       DEFICIT       TOTAL
                                   ---------   ---------   -------   -------   ----------   -----------   ----------
                                                         (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                                     
BALANCE, DECEMBER 31, 1999.......    $  --         --        71         17     1,478,916      (87,475)     1,391,529
  Issuance of 4,238,416 shares of
    common stock in
    acquisitions.................       --         --         4         --       185,599           --        185,603
  Exercise of stock options......       --         --        --         --         7,471           --          7,471
  Conversion of 449,997 shares of
    Class B common stock to
    Class A common stock.........       --         --        --         --            --           --             --
  Issuance of 37,510 shares of
    common stock through employee
    purchase plan................       --         --        --         --         1,261           --          1,261
  Issuance of 4,500,000 shares of
    common stock for cash........       --         --         5         --       198,056           --        198,061
  Net loss.......................       --         --        --         --            --      (94,105)       (94,105)
  Dividends ($63.80 per preferred
    share).......................       --         --        --         --            --         (365)          (365)
                                     -----       ----        --        ---     ---------     --------     ----------
BALANCE, DECEMBER 31, 2000.......    $  --         --        80         17     1,871,303     (181,945)     1,689,455
  Issuance of 725,000 shares of
    common stock in
    acquisitions.................       --         --         1         --        28,999           --         29,000
  Exercise of stock options......       --         --         1         --        12,941           --         12,942
  Conversion of 388,165 shares of
    Class B common stock to
    Class A common stock.........       --         --        --         --            --           --             --
  Issuance of 59,599 shares of
    common stock through employee
    purchase plan................       --         --        --         --         1,823           --          1,823
  Issuance of 1,200,000 shares of
    common stock for cash........       --         --         1         --        47,999           --         48,000
  Net loss.......................       --         --        --         --            --     (108,634)      (108,634)
  Dividends ($63.80 per preferred
    share).......................       --         --        --         --            --         (365)          (365)
                                     -----       ----        --        ---     ---------     --------     ----------
BALANCE, DECEMBER 31, 2001.......    $  --         --        83         17     1,963,065     (290,944)     1,672,221
  Issuance of 1,405,464 shares of
    common stock in
    acquisitions.................       --         --         1         --        56,099           --         56,100
  Exercise of stock options......       --         --        --         --        15,722           --         15,722
  Conversion of 194,762 shares of
    Class B common stock to
    Class A common stock.........       --         --         1         (1)           --           --             --
  Issuance of 61,424 shares of
    common stock through employee
    purchase plan................       --         --        --         --         1,823           --          1,823
  Net loss.......................       --         --        --         --            --      (36,328)       (36,328)
  Dividends ($63.80 per preferred
    share).......................       --         --        --         --            --         (365)          (365)
                                     -----       ----        --        ---     ---------     --------     ----------
BALANCE, DECEMBER 31, 2002.......    $  --         --        85         16     2,036,709     (327,637)     1,709,173
                                     =====       ====        ==        ===     =========     ========     ==========
</Table>

          See accompanying notes to consolidated financial statements.
                                       F-5


                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                                  YEARS ENDED DECEMBER 31,
                                                              ---------------------------------
                                                                2002        2001        2000
                                                              ---------   ---------   ---------
                                                                       (IN THOUSANDS)
                                                                             
Cash flows from operating activities:
  Net loss..................................................  $ (36,328)  $(108,634)  $ (94,105)
  Adjustments to reconcile net loss to net cash provided by
    operating activities:
    Depreciation and amortization...........................    277,893     355,529     318,096
    Gain on disposition of assets...........................       (336)       (923)       (986)
    Loss on debt extinguishment.............................      2,424          --          --
    Deferred income tax benefit.............................    (15,584)    (46,387)    (36,974)
    Provision for doubtful accounts.........................      9,036       7,794       5,991
  Changes in operating assets and liabilities:
    (Increase) decrease in:
      Receivables...........................................     (4,359)     (9,413)    (13,232)
      Prepaid expenses......................................     (2,533)     (1,321)     (1,371)
      Other assets..........................................      1,704       2,192         349
    Increase (decrease) in:
      Trade accounts payable................................          3         131      (1,574)
      Accrued expenses......................................      3,551      (8,287)      2,175
      Deferred income.......................................      2,051        (173)       (964)
      Other liabilities.....................................       (505)        124         196
                                                              ---------   ---------   ---------
         Net cash provided by operating activities..........    237,017     190,632     177,601
                                                              ---------   ---------   ---------
Cash flows from investing activities:
  Capital expenditures......................................    (78,390)    (85,320)    (78,304)
  Purchase of new markets...................................    (79,135)   (302,067)   (360,118)
  Increase in notes receivable..............................     (1,650)         --          --
  Proceeds from sale of property and equipment..............      3,412       4,916       2,827
                                                              ---------   ---------   ---------
         Net cash used in investing activities..............   (155,763)   (382,471)   (435,595)
                                                              ---------   ---------   ---------
Cash flows from financing activities:
  Net proceeds from issuance of common stock................     13,976      60,368     205,098
  Proceeds from issuance of long-term debt..................    256,360          --          --
  Deposits for debt extinguishment..........................   (266,657)         --          --
  Principle payments on long-term debt......................   (140,700)    (67,046)     (5,330)
  Debt issuance costs.......................................     (1,183)       (573)     (1,470)
  Increase in notes payable.................................         40          --          --
  Net borrowing under credit agreements.....................     60,000     140,000     124,000
  Dividends.................................................       (365)       (365)       (365)
                                                              ---------   ---------   ---------
         Net cash (used in) provided by financing
           activities.......................................    (78,529)    132,384     321,933
                                                              ---------   ---------   ---------
         Net increase (decrease) in cash and cash
           equivalents......................................      2,725     (59,455)     63,939
  Cash and cash equivalents at beginning of period..........     12,885      72,340       8,401
                                                              ---------   ---------   ---------
  Cash and cash equivalents at end of period................  $  15,610   $  12,885   $  72,340
                                                              =========   =========   =========
Supplemental disclosures of cash flow information:
  Cash paid for interest....................................  $ 104,722   $ 128,434   $ 147,875
                                                              =========   =========   =========
  Cash paid for state and federal income taxes..............  $     745   $   1,189   $   1,936
                                                              =========   =========   =========
</Table>

          See accompanying notes to consolidated financial statements.
                                       F-6


                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(1) SIGNIFICANT ACCOUNTING POLICIES

 (a) NATURE OF BUSINESS

     Lamar Advertising Company (the Company) is engaged in the outdoor
advertising business operating approximately 146,000 outdoor advertising
displays in 44 states. The Company's operating strategy is to be the leading
provider of outdoor advertising services in the markets it serves.

     In addition, the Company operates a logo sign business in 21 states
throughout the United States and in one province of Canada. Logo signs are
erected pursuant to state-awarded service contracts on public rights-of-way near
highway exits and deliver brand name information on available gas, food, lodging
and camping services. Included in the Company's logo sign business are tourism
signing contracts.

 (b) PRINCIPLES OF CONSOLIDATION

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

 (c) PROPERTY, PLANT AND EQUIPMENT

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

 (d) GOODWILL AND INTANGIBLE ASSETS

     Goodwill represents the excess of costs over fair value of assets of
businesses acquired in accordance with Statement of Financial Accounting
Standards (SFAS) No. 141, "Business Combinations", which was adopted for all
business combinations consummated after June 30, 2001 as well as certain
provisions of SFAS No. 142, "Goodwill and Other Intangible Assets". The Company
fully adopted the provisions of SFAS No. 142, as of January 1, 2002. Goodwill
and other intangible assets acquired in a purchase business combination and
determined to have an indefinite useful life are not amortized, but instead
tested for impairment at least annually in accordance with the provisions of
SFAS No. 142. SFAS No. 142 also requires that intangible assets with estimable
useful lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance with SFAS
No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets."

     In connection with SFAS No. 142's transitional goodwill impairment
evaluation, SFAS No. 142 required the Company to perform an assessment of
whether there was an indication that goodwill is impaired as of the date of
adoption. To accomplish this, the Company was required to identify its reporting
units and determine the carrying value of each reporting unit by assigning the
assets and liabilities, including the existing goodwill and intangible assets,
to those reporting units as of January 1, 2002. The Company was required to
determine the fair value of each reporting unit and compare it to the carrying
amount of the reporting unit. To the extent the carrying amount of a reporting
unit exceeded the fair value of the reporting unit, the Company would be
required to perform the second step of the impairment test, as this is an
indication that the reporting unit goodwill may be impaired. The fair value of
each reporting unit exceeded its carrying amount at adoption on January 1, 2002
and at its annual impairment test date on December 31, 2002 and the Company was
not required to recognize an impairment loss.

     Prior to the adoption of SFAS No. 142, goodwill was amortized on a
straight-line basis over the expected periods to be benefited, generally 15
years, and assessed for recoverability by determining whether the amortization
of the goodwill balance over its remaining life could be recovered through
undiscounted

                                       F-7

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

future operating cash flows of the acquired operation before interest expense.
The amount of goodwill and other intangible asset impairment, if any, was
measured based on projected discounted future operating cash flows using a
discount rate reflecting the Company's average cost of funds.

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

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

 (e) IMPAIRMENT OF LONG-LIVED ASSETS

     SFAS No. 144 provides a single accounting model for long-lived assets to be
disposed of. SFAS No. 144 also changes the criteria for classifying an asset as
held for sale; and broadens the scope of businesses to be disposed of that
qualify for reporting as discontinued operations and changes the timing of
recognizing losses on such operations. The Company adopted SFAS No. 144 on
January 1, 2002. The adoption of SFAS No. 144 did not affect the Company's
financial statements.

     In accordance with SFAS No. 144, long-lived assets, such as property,
plant, and equipment, and purchased intangibles subject to amortization, are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to estimated undiscounted future cash flows expected to be generated by
the asset before interest expense. If the carrying amount of an asset exceeds
its estimated future cash flows, an impairment charge is recognized by the
amount by which the carrying amount of the asset exceeds the fair value of the
asset. Assets to be disposed of would be separately presented in the balance
sheet and reported at the lower of the carrying amount or fair value less costs
to sell, and are no longer depreciated. The assets and liabilities of a disposed
group classified as held for sale would be presented separately in the
appropriate asset and liability sections of the balance sheet.

     Prior to the adoption of SFAS No. 144, the Company accounted for long-lived
assets in accordance with SFAS No. 121, "Accounting for Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of."

 (f) DEFERRED INCOME

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

 (g) REVENUE RECOGNITION

     The Company recognizes revenue, net of agency commissions, if any, on an
accrual basis ratably over the term of the contracts, as services are provided.

     The Company engages in barter transactions where the Company trades
advertising space for goods and services. The Company recognizes revenues and
expenses from barter transactions at fair value which is determined based on the
Company's own historical practice of receiving cash for similar advertising

                                       F-8

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

space from buyers unrelated to the party in the barter transaction. The amount
of revenue and expense recognized for advertising barter transactions is as
follows:

<Table>
<Caption>
                                                              2002    2001    2000
                                                              -----   -----   -----
                                                                     
Net revenues................................................  3,677   1,315   1,453
Direct advertising expenses.................................    691     500     390
General and administrative expenses.........................  2,557     208     386
</Table>

 (h) INCOME TAXES

     The Company uses the asset and liability method of accounting for income
taxes. Under the asset and liability method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

 (i) EARNINGS PER SHARE

     Earnings per share are computed in accordance with SFAS No. 128, "Earnings
Per Share". The calculation of basic earnings per share excludes any dilutive
effect of stock options and convertible debt, while diluted earnings per share
includes the dilutive effect of stock options and convertible debt. The number
of potentially dilutive shares excluded from the calculation because of their
anti-dilutive effect are 6,762,452 and 6,834,065 and 6,807,708 for the years
ended December 31, 2002, 2001 and 2000, respectively.

 (j) STOCK OPTION PLAN

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

<Table>
<Caption>
                                                        2002       2001        2000
                                                      --------   ---------   --------
                                                                    
  Net loss applicable to common stock, as
     reported.......................................  $(36,693)   (108,999)   (94,470)
  Deduct: Total stock-based employee compensation
     expense determined under fair value based
     method for all awards, net of related tax
     effects........................................    (6,614)    (16,552)    (6,407)
                                                      --------   ---------   --------
  Proforma net loss applicable to common stock......  $(43,307)   (125,551)  (100,877)
                                                      ========   =========   ========
</Table>

                                       F-9

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                              2002    2001    2000
                                                              -----   -----   -----
                                                                     
Net loss per common share - as reported (basic and
  diluted)..................................................  (0.36)  (1.11)  (1.04)
                                                              =====   =====   =====
Net loss per common share - pro forma (basic and diluted)...  (0.43)  (1.27)  (1.11)
                                                              =====   =====   =====
</Table>

 (k) CASH AND CASH EQUIVALENTS

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

 (l) RECLASSIFICATION OF PRIOR YEAR AMOUNTS

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

 (m) USE OF ESTIMATES

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

(2) ACQUISITIONS

 YEAR ENDED DECEMBER 31, 2002

     On January 1, 2002, the Company purchased the stock of Delite Outdoor of
Ohio Holdings, Inc. for $38,000. The purchase price consisted of 963,488 shares
of Lamar Advertising Class A common stock.

     On January 8, 2002, the Company purchased the assets of MC Partners for a
cash purchase price of approximately $15,313.

     On May 31, 2002, the Company purchased the assets of American Outdoor
Advertising, Inc. for $15,725. The purchase price consisted of 349,376 shares of
Lamar Advertising Class A common stock, as well as approximately $725 in cash.

     During the year ended December 31, 2002, the Company completed 72
additional acquisitions of outdoor advertising assets for a cash purchase price
of approximately $63,161 and the issuance of 92,600 shares of Lamar Advertising
Class A common stock valued at $3,100.

     Each of these acquisitions was accounted for under the purchase method of
accounting, and, accordingly, the accompanying financial statements include the
results of operations of each acquired entity from the date of acquisition. The
acquisition costs have been allocated to assets acquired and liabilities assumed
based on fair market value at the dates of acquisition. The following is a
summary of the preliminary allocation of the acquisition costs in the above
transactions.

                                       F-10

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                           DELITE
                                         OUTDOOR OF
                                            OHIO         MC
                                          HOLDINGS    PARTNERS   AMERICAN   OTHER    TOTAL
                                         ----------   --------   --------   ------   ------
                                                                      
Current Assets.........................       961        245        725        790    2,721
Property, Plant & Equipment............     9,807      2,563      8,388     12,449   33,207
Goodwill...............................    12,704      5,523         --     25,441   43,668
Site Locations.........................    17,430      7,310      5,356     25,498   55,594
Non-competition agreements.............       102        330         --        172      604
Customer lists and contracts...........     4,108      1,723      1,256      5,546   12,633
Other Assets...........................        --         --         --         29       29
Current Liabilities....................     1,602         40         --        640    2,282
Long-term Liabilities..................     5,510      2,341         --      3,025   10,876
</Table>

     The aggregate amortization expense related to the 2002 acquisitions for the
year ended December 31, 2002 was approximately $4,303. The following is a
summary of the estimated amortization expense for these acquisitions for the
next five years:

<Table>
<Caption>

                                                           
Year ended December 31, 2003................................  $5,490
Year ended December 31, 2004................................  $5,490
Year ended December 31, 2005................................  $5,484
Year ended December 31, 2006................................  $5,484
Year ended December 31, 2007................................  $5,475
</Table>

     Total acquired intangible assets for the year ended December 31, 2002 was
$112,499, of which $43,668 was assigned to goodwill which is not subject to
amortization. The remaining $68,831 of acquired intangible assets have a
weighted average useful life of approximately 13 years. The intangible assets
include customer lists of $12,633 (7 year weighted average useful life), site
locations of $55,594 (15 year weighted average useful life), and non-competition
agreements of $604 (9 year weighted average useful life). Approximately $32,900
of the $43,668 of goodwill is expected to be fully deductible for tax purposes.

     The following unaudited pro forma financial information for the Company
gives effect to the 2002 and 2001 acquisitions as if they had occurred on
January 1, 2001. These pro forma results do not purport to be indicative of the
results of operations which actually would have resulted had the acquisitions
occurred on such date or to project the Company's results of operations for any
future period.

<Table>
<Caption>
                                                                2002       2001
                                                              --------   --------
                                                                   
Net revenues................................................  $778,745    756,224
                                                              ========   ========
Net loss applicable to common stock.........................   (37,344)  (113,506)
                                                              ========   ========
Net loss per common share (basic and diluted)...............  $  (0.37)     (1.13)
                                                              ========   ========
</Table>

 YEAR ENDED DECEMBER 31, 2001

     On January 1, 2001, the Company purchased the assets of two outdoor
advertising companies, American Outdoor Advertising, LLC and Appalachian Outdoor
Advertising Co., Inc. for a total cash purchase price of approximately $31,500
and $20,000, respectively.

     On February 1, 2001, the Company purchased all of the outstanding common
stock of Bowlin Outdoor Advertising and Travel Centers, Inc. for a total
purchase price of approximately $45,650. The

                                       F-11

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

purchase price consisted of approximately $16,650 cash and the issuance of
725,000 shares of Lamar Advertising Company Class A common stock valued at
$29,000.

     On April 1, 2001, the Company purchased all of the outstanding common stock
of DeLite Outdoor Advertising, LLC and DeLite Outdoor Advertising, Inc. for a
cash purchase price of approximately $43,000.

     On April 1, 2001, the Company purchased certain assets of PNE Media, LLC
for a cash purchase price of approximately $21,000.

     On August 2, 2001, the Company purchased the assets of Capital Outdoor,
Inc. for a cash purchase price of approximately $30,000.

     During the year ended December 31, 2001, the Company completed 101
additional acquisitions of outdoor advertising and transit assets for an
aggregate cash purchase price of approximately $138,750.

     Each of these acquisitions were accounted for under the purchase method of
accounting, and, accordingly, the accompanying financial statements include the
results of operations of each acquired entity from the date of acquisition. The
purchase price has been allocated to assets acquired and liabilities assumed
based on fair market value at the dates of acquisition. The following is a
summary of the allocation of the purchase price in the above transactions.

<Table>
<Caption>
                           AMERICAN   APPALACHIAN   BOWLIN              DELITE
                           OUTDOOR      OUTDOOR     OUTDOOR    PNE    GROUP, INC.   CAPITAL   OTHER     TOTAL
                           --------   -----------   -------   -----   -----------   -------   ------   -------
                                                                               
Current Assets...........  $   557         325       1,699      180      1,159         197     2,139     6,256
Property, Plant &
  Equipment..............    1,185       5,822      30,171    4,879     10,864       5,761    34,567    93,249
Goodwill.................   18,662       2,666       2,731    4,500     20,033      12,530    50,674   111,796
Site Locations...........    8,993       9,316      19,333    9,180     15,728       9,476    43,812   115,838
Customer Lists and
  Contracts..............    2,119       2,196       4,557    2,164      3,707       2,233    12,311    29,287
Non-Competition
  Agreements.............       20          --       1,380       --         --          --     1,211     2,611
Other Assets.............       --          --          --       --         --          --       700       700
Current Liabilities......       --         325         563       --        543          87     1,127     2,645
Long-term Liabilities....       --          --      13,663       --      7,968          --     5,537    27,168
</Table>

 YEAR ENDED DECEMBER 31, 2000

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

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

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

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

                                       F-12

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

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

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

     Each of these acquisitions were accounted for under the purchase method of
accounting, and, accordingly, the accompanying financial statements include the
results of operations of each acquired entity from the date of acquisition. The
acquisition costs have been allocated to assets acquired and liabilities assumed
based on fair market value at the dates of acquisition. The following is a
summary of the preliminary allocation of the acquisition costs in the above
transactions.

<Table>
<Caption>
                              AZTEC       NORTHEAST    OUTDOOR   ADVANTAGE   TYLER MEDIA   ROOT OUTDOOR
                           GROUP, INC.   REGION ACQ.    WEST      OUTDOOR    GROUP, INC.    ADV., INC.    OTHER     TOTAL
                           -----------   -----------   -------   ---------   -----------   ------------   ------   -------
                                                                                           
Current Assets...........    $   500          480       1,131      3,256          378          1,632       2,497     9,874
Property, Plant &
  Equipment..............      8,279        2,604       9,187     65,534       16,241          9,098      56,583   167,526
Goodwill.................     21,879       16,804      21,297     78,846       12,876          8,266      81,303   241,271
Site Locations...........      8,518       11,396      13,937     46,274        9,001         18,688      42,872   150,686
Customer Lists and
  Contracts..............      2,008        2,686       3,285     10,828        2,122          4,404      16,971    42,304
Non-Competition
  Agreements.............         --           20          --      1,340           --             --       1,267     2,627
Current Liabilities......        827          385         675      4,456           --          1,029       1,550     8,922
Long-term Liabilities....      5,872           --       8,875     32,053        9,681             --      12,527    69,008
</Table>

(3) NONCASH FINANCING AND INVESTING ACTIVITIES

     A summary of significant noncash financing and investing activities for the
years ended December 31, 2002, 2001 and 2000 follows:

<Table>
<Caption>
                                                            2002      2001     2000
                                                           -------   ------   -------
                                                                     
Issuance of Class A common stock in acquisitions.........  $56,100   29,000   185,603
Debt issuance costs......................................    3,640       --        --
</Table>

                                       F-13

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(4) PROPERTY, PLANT AND EQUIPMENT

     Major categories of property, plant and equipment at December 31, 2002 and
2001 are as follows:

<Table>
<Caption>
                                                  ESTIMATED LIFE
                                                     (YEARS)          2002        2001
                                                  --------------   ----------   ---------
                                                                       
Land............................................      --           $   67,241      60,775
Building and improvements.......................   10 - 39             58,883      53,602
Advertising structures..........................      15            1,652,189   1,594,142
Automotive and other equipment..................    3 - 7              72,344      68,880
                                                                   ----------   ---------
                                                                   $1,850,657   1,777,399
                                                                   ==========   =========
</Table>

(5) GOODWILL AND OTHER INTANGIBLE ASSETS

     The following is a summary of intangible assets at December 31, 2002 and
December 31, 2001.

<Table>
<Caption>
                                                       2002                            2001
                               ESTIMATED   -----------------------------   -----------------------------
                                 LIFE      GROSS CARRYING   ACCUMULATED    GROSS CARRYING   ACCUMULATED
                                (YEARS)        AMOUNT       AMORTIZATION       AMOUNT       AMORTIZATION
                               ---------   --------------   ------------   --------------   ------------
                                                                             
Amortizable Intangible
  Assets:
  Debt issuance costs and
    fees.....................   7 - 10       $   52,202       $ 27,533       $   47,379       $ 19,048
  Customer lists and
    contracts................   7 - 10          371,787        196,084          359,154        145,180
  Non-competition
    agreements...............   3 - 15           57,023         39,458           56,419         31,841
  Site locations.............       15          937,773        177,016          882,180        115,314
  Other......................   5 - 15           15,997          5,738           15,270          4,304
                                             ----------       --------       ----------       --------
                                              1,434,782        445,829        1,360,402        315,687
Unamortizable Intangible
  Assets:
  Goodwill...................                $1,432,063       $253,635       $1,388,395       $253,635
</Table>

     The changes in the carrying amount of goodwill for the year ended December
31, 2002 are as follows:

<Table>
<Caption>

                                                            
Balance as of December 31, 2001.............................   $1,388,395
Goodwill acquired during the year...........................       43,668
Impairment losses...........................................           --
                                                               ----------
Balance as of December 31, 2002.............................   $1,432,063
                                                               ==========
</Table>

     In accordance with SFAS No. 142, the Company was required to evaluate its
existing intangible assets and goodwill that were acquired in purchase business
combinations, and to make any necessary reclassifications in order to conform
with the new classification criteria in SFAS No. 141 for recognition separate
from goodwill. The Company was required to reassess the useful lives and
residual values of all intangible assets acquired, and make any necessary
amortization period adjustments. If an intangible asset is identified as having
an indefinite useful life, the Company was required to test the intangible asset
for impairment in accordance with the provisions of SFAS No. 142. Impairment of
an intangible asset is measured as the excess of carrying value over the fair
value. Based upon the Company's review, no impairment charge was required upon
the adoption of SFAS No. 142 or at its annual test for impairment on December
31, 2002.

                                       F-14

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table illustrates the effect of the adoption of SFAS No. 142
on prior periods and its effect on the Company's earnings per share:

<Table>
<Caption>
                                                         YEARS ENDED DECEMBER 31,
                                                      -------------------------------
                                                        2002       2001        2000
                                                      --------   ---------   --------
                                                                    
Reported net loss applicable to common stock........  $(36,693)  $(108,999)  $(94,470)
Add: goodwill amortization, net of tax..............        --      70,463     60,752
                                                      --------   ---------   --------
Adjusted net loss applicable to common stock........  $(36,693)  $ (38,536)  $(33,718)
                                                      ========   =========   ========
Earnings per common share -- basic and diluted
Reported net loss per common share..................  $  (0.36)  $   (1.11)  $  (1.04)
Add: goodwill amortization per share, net of tax....        --        0.72       0.67
                                                      --------   ---------   --------
Adjusted net loss per common share..................  $  (0.36)  $   (0.39)  $  (0.37)
                                                      ========   =========   ========
</Table>

(6) LEASES

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

<Table>
                                                           
2003........................................................  $103,025
2004........................................................    89,847
2005........................................................    78,432
2006........................................................    67,749
2007........................................................    59,420
Thereafter..................................................   384,560
</Table>

     Rental expense related to the Company's operating leases was $136,013,
$124,734 and $105,661 for the years ended December 31, 2002, 2001 and 2000,
respectively.

(7) ACCRUED EXPENSES

     The following is a summary of accrued expenses at December 31, 2002 and
2001:

<Table>
<Caption>
                                                               2002      2001
                                                              -------   ------
                                                                  
Payroll.....................................................  $ 7,686    4,982
Interest....................................................   13,020   15,571
Insurance benefits..........................................    8,297    6,802
Other.......................................................    9,878    6,319
                                                              -------   ------
                                                              $38,881   33,674
                                                              =======   ======
</Table>

                                       F-15

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(8) LONG-TERM DEBT

     Long-term debt consists of the following at December 31, 2002 and 2001:

<Table>
<Caption>
                                                                 2002        2001
                                                              ----------   ---------
                                                                     
9 5/8% Senior subordinated notes (1996 Notes)...............  $  255,000     255,000
8 5/8% Senior subordinated notes (1997 Notes)...............     199,230     199,104
Bank Credit Agreement.......................................     975,500     978,500
5 1/4% Convertible notes....................................     287,500     287,500
9 1/4% Senior subordinated notes............................          --      74,073
8% Unsecured subordinated notes.............................       7,333       9,333
7 1/4% Senior subordinated notes............................     260,000          --
Other notes with various rates and terms....................       9,870       8,075
                                                              ----------   ---------
                                                               1,994,433   1,811,585
Less current maturities.....................................    (259,687)    (66,559)
                                                              ----------   ---------
Long-term debt, excluding current maturities................  $1,734,746   1,745,026
                                                              ==========   =========
</Table>

     Long-term debt matures as follows:

<Table>
                                                           
2003........................................................  $  259,687
2004........................................................       4,336
2005........................................................      56,545
2006........................................................     356,124
2007........................................................     281,978
Later years.................................................   1,035,763
</Table>

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

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

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

     On August 10, 1999, Lamar Advertising Company, completed an offering of
$287,500 5 1/4% Convertible Notes due 2006. The net proceeds of approximately
$279,594 of the convertible notes were used to pay down existing bank debt. The
Notes are convertible, into shares of Lamar Advertising Company Class A common
stock at any time prior to their maturity or redemption by Lamar Advertising
Company. The conversion rate is 21.6216 shares per $1 in principle amount of
notes.

                                       F-16

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     On October 25, 2002, Lamar Media Corp. redeemed all of the outstanding
9 1/4% Senior Subordinated Notes due 2007 in aggregate principle amount of
$74,073 for a redemption price equal to 104.625% of the principle amount thereof
plus accrued interest to the redemption date of approximately $1,300. In the
fourth quarter of 2002, the Company recorded $5,850 as an expense related to the
prepayment of those notes. In accordance with SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections", the extinguishment of this debt has not been reflected in the
Statement of Operations as an extraordinary item.

     On December 23, 2002, Lamar Media Corp. completed an offering of $260,000
7 1/4% Senior Subordinated Notes due 2013. These notes are unsecured senior
subordinated obligations and will be subordinated to all of Lamar Media's
existing and future senior debt, rank equally with all of Lamar Media's existing
and future senior subordinated debt and rank senior to any future subordinated
debt of Lamar Media. The net proceeds from the issuance and sale of these notes,
together with additional cash, was used to redeem all of the outstanding
$255,000 principal amount of Lamar Media's 9 5/8% Senior Subordinated Notes due
2006 on January 22, 2003 at a redemption price equal to 103.208% of the
aggregate principal amount thereof plus accrued interest to the redemption date
of approximately $3,500 for a total redemption price of approximately $266,657.
The Company will record a loss on the extinguishment of debt of $6,816 in the
first quarter of 2003.

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

     Lamar Media Corp.'s existing bank credit facility, for which JPMorgan Chase
Bank serves as administrative agent, consists of (1) a $350,000 revolving bank
credit facility, (2) a $650,000 term facility with two tranches, a $450,000 Term
A facility and a $200,000 Term B facility, and (3) a $750,000 incremental
facility of which $450,000 has been funded in four tranches, a $20,000 Series
A-1 facility, a $130,000 Series A-2 facility, a $100,000 B-1 facility, and a
$200,000 Series C facility.

     Beginning on March 31, 2002, the amount available for borrowing under the
then existing revolving bank credit facility began to be reduced quarterly in
annual increments of 10%, 10%, 30% and 35% of the original commitment with a
final payment of 15% on March 31, 2006. The Term A loans, the Term B loans and
the Series A-1, A-2 and B-1 began amortizing on September 30, 2001. The Series C
loans would have begun amortizing on March 31, 2003. The revolving bank credit
facility under our new bank credit facility, effective as of March 7, 2003, is
not subject to commitment reduction.

     On March 7, 2003, the Company's wholly owned subsidiary Lamar Media
replaced its existing bank credit facility. The new bank credit facility, for
which JPMorgan Chase Bank acts as administrative agent, is comprised of a
$225,000 revolving bank credit facility and $975,000 term facility with two
tranches, a $300,000 Tranche A term facility and a $675,000 Tranche B term
facility. The new bank credit facility also includes a $500,000 incremental
facility, which permits Lamar Media to request that its lenders enter into
commitments to make additional terms loans to it, up to a maximum aggregate
amount of $500,000. The lenders have no obligation to make additional term loans
to Lamar Media under the incremental facility, but may enter into such
commitments in their sole discretion. The new credit agreement modified the
repayment terms to extend the maturities of the debt. The balance sheet as of
December 31, 2002 has been adjusted to reflect the terms of the new credit
agreement.

     Availability of the line under the Revolving Credit Facility terminates on
June 30, 2009. As of December 31, 2002 and March 7, 2003, the Company had no
balance outstanding under the revolving line of credit.

                                       F-17

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The new Term Facility amortizes quarterly in the following quarterly
amounts:

<Table>
<Caption>
                                                              TRANCHE A   TRANCHE B
                                                              ---------   ---------
                                                                    
March 31, 2005 -- December 31, 2005.........................   $11,250    $1,687.5
March 31, 2006 -- December 31, 2006.........................    15,000     1,687.5
March 31, 2007 -- December 31, 2008.........................    18,750     1,687.5
March 31, 2009 -- June 30, 2009.............................    22,500     1,687.5
September 30, 2009 -- December 31, 2009.....................        --     1,687.5
March 31, 2010 -- June 30, 2010.............................        --     320,625
</Table>

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

     - dispose of assets;

     - incur or repay debt;

     - create liens;

     - make investments; and

     - pay dividends.

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

     - interest coverage;

     - fixed charges ratios;

     - senior debt ratios; and

     - total debt ratios.

     Lamar Advertising and Lamar Media were in compliance with all of the terms
of all of the indentures and the bank credit agreement during the periods
presented.

                                       F-18

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(9) INCOME TAXES

     Income tax expense (benefit) for the years ended December 31, 2002, 2001
and 2000, consists of:

<Table>
<Caption>
                                                          CURRENT   DEFERRED    TOTAL
                                                          -------   --------   -------
                                                                      
Year ended December 31, 2002:
  U.S. federal..........................................  $(5,068)  (12,951)   (18,019)
  State and local.......................................      869    (3,084)    (2,215)
  Foreign...............................................       89       451        540
                                                          -------   -------    -------
                                                          $(4,110)  (15,584)   (19,694)
                                                          =======   =======    =======
Year ended December 31, 2001:
  U.S. federal..........................................  $    --   (37,102)   (37,102)
  State and local.......................................      713    (8,834)    (8,121)
  Foreign...............................................       --      (451)      (451)
                                                          -------   -------    -------
                                                          $   713   (46,387)   (45,674)
                                                          =======   =======    =======
Year ended December 31, 2000:
  U.S. federal..........................................  $    --   (29,864)   (29,864)
  State and local.......................................     (141)   (7,110)    (7,251)
                                                          -------   -------    -------
                                                          $  (141)  (36,974)   (37,115)
                                                          =======   =======    =======
</Table>

     Income tax benefit attributable to continuing operations for the years
ended December 31, 2002, 2001 and 2000, differs from the amounts computed by
applying the U.S. federal income tax rate of 34 percent to loss before income
taxes as follows:

<Table>
<Caption>
                                                           2002      2001      2000
                                                         --------   -------   -------
                                                                     
Computed expected tax benefit..........................  $(19,048)  (52,465)  (44,615)
Increase (reduction) in income taxes resulting from:
  Book expenses not deductible for tax purposes........       689       590       754
  Amortization of non-deductible goodwill..............       (26)   13,546    11,926
  State and local income taxes, net of federal income
     tax benefit.......................................    (1,490)   (5,360)   (4,786)
  Other differences, net...............................       181    (1,985)     (394)
                                                         --------   -------   -------
                                                         $(19,694)  (45,674)  (37,115)
                                                         ========   =======   =======
</Table>

                                       F-19

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December 31,
2002 and 2001 are presented below:

<Table>
<Caption>
                                                                2002        2001
                                                              ---------   --------
                                                                    
Current deferred tax assets:
  Receivables, principally due to allowance for doubtful
     accounts...............................................  $   1,916      1,916
  Accrued liabilities not deducted for tax purposes.........      2,142      1,578
  Net operating loss carryforward...........................         --        451
  Other.....................................................      2,370      2,000
                                                              ---------   --------
  Net current deferred tax asset............................      6,428      5,945
                                                              =========   ========
Non-current deferred tax liabilities:
  Plant and equipment, principally due to differences in
     depreciation...........................................  $ (10,821)    (3,550)
  Intangibles, due to differences in amortizable lives......   (243,971)  (245,790)
                                                              ---------   --------
                                                               (254,792)  (249,340)
Non-current deferred tax assets:
  Plant and equipment, due to basis differences on
     acquisitions...........................................     47,492     57,349
  Plant and equipment, due to basis differences on
     acquisitions and costs capitalized for tax purposes....      4,288      4,305
  Investment in affiliates and plant and equipment, due to
     gains recognized for tax purposes and deferred for
     financial reporting purposes...........................        941        941
  Accrued liabilities not deducted for tax purposes.........      3,062      2,861
  Net operating loss carryforward...........................     84,119     58,078
  Minimum tax credit........................................         --        331
  Other, net................................................        630        693
                                                              ---------   --------
     Non-current deferred tax assets........................    140,532    124,558
                                                              ---------   --------
Net non-current deferred tax liability......................  $(114,260)  (124,782)
                                                              =========   ========
</Table>

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

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

(10) RELATED PARTY TRANSACTIONS

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

     In October 1995 and in March 1996, the Company repurchased 3.6% and 12.9%,
respectively, of its then outstanding Class A common stock (1,220,500 and
3,617,884 shares, respectively) from certain of its

                                       F-20

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

existing stockholders, directors and employees for an aggregate purchase price
of approximately $4,000. The term of the March 1996 repurchase entitled the
selling stockholders to receive additional consideration from the Company in the
event that the Company consummated a public offering of its Class A common stock
at a higher price within 24 months of the repurchase. In satisfaction of that
obligation, upon completion of the Company's initial public offering the Company
paid the selling stockholders an aggregate of $5,000 in cash from the proceeds
and issued them $20,000 aggregate principal amount of ten year subordinated
notes. As of December 31, 2002 and 2001 the outstanding balance of the ten year
subordinated notes was $7,333 and $9,333, respectively. The Company's current
executive officers do not hold any of the ten year subordinated notes described
above. Interest expense during the years ended December 31, 2002, 2001 and 2000
related to the ten year subordinated notes and the Company's debentures that
were paid off during the year ended December 31, 2001, was $673, $855 and
$1,080, respectively.

     Prior to 1996, the Company entered into various related party transactions
for the purchase and sale of advertising structures whereby any resulting gains
were deferred at that date. As of December 31, 2002 and 2001, the deferred gains
related to these transactions were $1,001 and are included in deferred income on
the balance sheets. No gains related to these transactions have been realized in
the Statement of Operations for the years ended December 31, 2002, 2001 and
2000.

     In addition, the Company had receivables from employees of $400 and $494 at
December 31, 2002 and 2001, respectively. These receivables are primarily
relocation loans for employees. The Company does not have any receivables from
its current executive officers.

     The Company purchased approximately $1,236, $1,842 and $2,407 of highway
signs and transit bus shelters from Interstate Highway Signs Corp., (IHS) which
represented approximately 12%, 13% and 15% of total capitalized expenditures for
its logo sign and transit advertising businesses during the years ended December
31, 2002, 2001 and 2000, respectively. The Company does not use IHS exclusively
for its highway sign and transit bus shelter purchases. IHS is a wholly-owned
subsidiary of Sign Acquisition Corp. Kevin P. Reilly, Jr. has voting control
over a majority of the outstanding shares of Sign Acquisition Corp. through a
voting trust.

     Effective July 1, 1996, the Lamar Texas Limited Partnership, one of the
Company's subsidiaries, and Reilly Consulting Company, L.L.C., which Kevin P.
Reilly, Sr. controls, entered into a consulting agreement. This consulting
agreement has a ten year term and provides for a $120 annual consulting fee. The
agreement contains a non-disclosure provision and a non-competition restriction
which extends for two years beyond the termination agreement.

     The Company also has a lease arrangement with Reilly Enterprises, LLC,
which Kevin P. Reilly Sr. controls for the use of an airplane. The Company pays
a monthly fee plus expenses which entitles the Company to 6.67 hours of flight
time, with any unused portion carried over into the next succeeding month. Total
fees paid under this arrangement for fiscal 2002, 2001 and 2000 were
approximately $75, $42 and $46, respectively.

     As of December 31, 2002, the Company had a receivable of $920 for premiums
paid on split-dollar life insurance arrangements for Kevin P. Reilly, Sr. that
were entered into in 1990 and 1995 as a component of his compensation as its
Chief Executive Officer and his continuing retirement benefits thereafter. In
accordance with the terms of the arrangements, the Company will recover all of
the cumulative premiums paid by it upon the termination, surrender or
cancellation of the policies or upon the death of the insured.

     Kevin P. Reilly, Sr. is the father of Kevin P. Reilly, Jr., the Company's
President, Chief Executive Officer and Director, and Sean E. Reilly, Chief
Operating Officer and also one of the Company's directors.

                                       F-21

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The Company has made two loans to Live Oak Living Centers, LLC. One loan
was for $61 at an interest rate of 7.5% and the second loan was for $112 at an
interest rate of 6%. Kevin P. Reilly, Jr., the Company's President, Chief
Executive Officer and Director, has a 15% ownership interest in the LLC. Sean E.
Reilly, Kevin P. Reilly, Jr.'s brother and also one of the Company's Directors,
has a 7.5% ownership interest in the LLC. Both loans, totaling $208 in
outstanding principal and interest, were repaid in full in September 2002.

     On September 6, 2002, the Company entered into an agreement with Charles W.
Lamar III, its director, to settle Mr. Lamar's obligation to reimburse the
Company for premiums that it had paid under a split-dollar life insurance
policy. These premiums had been paid under an original policy, which was
subsequently surrendered to a new insurer for a new policy. The Company paid no
further premiums under the new policy but the new policy replaced the
surrendered policy as collateral for the $90 in aggregate premiums paid by the
Company under the old policy. In exchange for the right to receive the death
proceeds from the new policy at some indeterminate future date, the Company
accepted stock of the original insurer, which was issued in connection with its
demutualization, and cash with a value of approximately $53 in full satisfaction
of this obligation.

(11) STOCKHOLDERS' EQUITY

     On July 16, 1999, the Board of Directors amended the preferred stock of the
Company by designating 5,720 shares of the 1,000,000 shares of previously
undesignated preferred stock, par value $.001 as Series AA preferred stock. The
previously issued Class A preferred stock par value $638 was exchanged for the
new Series AA preferred stock and no shares of Class A preferred stock are
currently outstanding. The new Series AA preferred stock and the Class A
preferred stock rank senior to the Class A common stock and Class B common stock
with respect to dividends and upon liquidation. Holders of Series AA preferred
stock and Class A preferred stock are entitled to receive, on a pari passu
basis, dividends at the rate of $15.95 per share per quarter when, as and if
declared by the Board of Directors. The Series AA preferred stock and the Class
A preferred stock are also entitled to receive, on a pari passu basis, $638 plus
a further amount equal to any dividend accrued and unpaid to the date of
distribution before any payments are made or assets distributed to the Class A
common stock or Class B stock upon voluntary or involuntary liquidation,
dissolution or winding up of the Company. The liquidation value of the
outstanding Series AA preferred stock at December 31, 2002 was $3,649. The
Series AA preferred stock and the Class A preferred stock are identical, except
that the Series AA preferred stock is entitled to one vote per share and the
Class A preferred stock is not entitled to vote.

     All of the outstanding shares of Common Stock are fully paid and
nonassessable. In the event of the liquidation or dissolution of the Company,
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. The
Company may pay dividends if, when and as declared by the Board of Directors
from funds legally available therefore, subject to the restrictions set forth in
the Company's Existing Indentures and the 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 such dividends as may be declared
by the Company's Board of Directors out of funds legally available for such
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 such class.

     The rights of the Class A and Class B common stock are equal in all
respects, except holders of Class B common stock have ten votes per share on all
matters in which the holders of common stock are entitled to vote and holders of
Class A common stock have one vote per share on such matters. The

                                       F-22

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Class B common stock will convert automatically into Class A common stock upon
the sale or transfer to persons other than permitted transferees (as defined in
the Company's certificate of incorporation, as amended).

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

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

     On June 7, 2001, the Company issued 1,200,000 shares of its Class A common
stock at a price of $40.00 per share. The equity offering was to cover
over-allotments related to an underwriting agreement between Lamar Advertising
Company, AMFM Operating, Inc. and Deutsche Banc Alex Brown Inc. filed on June 4,
2001. Under the terms of a consent decree with the United States Department of
Justice, AMFM Operating, Inc. had to dispose of its Lamar Advertising Class A
common stock by January 1, 2003. As of December 31, 2001, AMFM Operating, Inc.
had complied with the terms of the consent decree.

(12) STOCK OPTION PLAN

     In 1996, the Company adopted the 1996 Equity Incentive Plan (the 1996
Plan). The purpose of the 1996 Plan is to attract and retain key employees and
consultants of the Company. The 1996 Plan authorizes the grant of stock options,
stock appreciation rights and restricted stock to employees and consultants of
the Company capable of contributing to the Company's performance. Options
granted under the 1996 Plan generally become exercisable over a five-year period
and expire 10 years from the date of grant unless otherwise authorized by the
Board. As of December 31, 2002, the Company had reserved an aggregate of
8,000,000 shares of Class A common stock for awards under the 1996 Plan.

     In August 2000, the Board of Directors voted to amend the 1996 Plan to (i)
authorize grants to members of the Company's board of directors (ii) provide the
Committee with more flexibility in determining the exercise price of awards made
under the 1996 Plan (iii) allow for grants of unrestricted stock and (iv) set
forth performance criteria that the Committee may establish for the granting of
stock awards. These amendments were approved by the Company's stockholders in
May 2001.

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

<Table>
<Caption>
                                                   DIVIDEND    EXPECTED      RISK FREE     EXPECTED
GRANT YEAR                                          YIELD     VOLATILITY   INTEREST RATE    LIVES
- ----------                                         --------   ----------   -------------   --------
                                                                               
2002............................................      0%          51%            5%           4
2001............................................      0%          53%            5%           4
2000............................................      0%          54%            6%           4
</Table>

                                       F-23

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Information regarding the 1996 Plan for the years ended December 31, 2002,
2001 and 2000, is as follows:

<Table>
<Caption>
                                            2002                    2001                    2000
                                    ---------------------   ---------------------   ---------------------
                                                 WEIGHTED                WEIGHTED                WEIGHTED
                                                 AVERAGE                 AVERAGE                 AVERAGE
                                                 EXERCISE                EXERCISE                EXERCISE
                                      SHARES      PRICE       SHARES      PRICE       SHARES      PRICE
                                    ----------   --------   ----------   --------   ----------   --------
                                                                               
Outstanding, beginning of year....   4,517,653    $29.11     2,865,647    $30.48     2,757,954    $27.14
Granted...........................     142,000     35.01     2,195,500     27.02       470,500     43.87
Exercised.........................    (515,088)    23.74      (425,243)    24.80      (299,619)    17.75
Canceled..........................     (77,200)    36.36      (118,251)    42.42       (63,188)    39.09
                                    ----------    ------    ----------    ------    ----------    ------
Outstanding, end of year..........   4,067,365    $29.83     4,517,653    $29.08     2,865,647    $30.59
                                    ==========    ======    ==========    ======    ==========    ======
Price for exercised shares........  $    23.74              $    24.80              $    17.75
Shares available for grant, end of
  year............................   1,369,520               1,436,009                 513,258
Weighted average fair value of
  options granted during the
  year............................  $    22.48              $    13.26              $    26.57
</Table>

     The following table summarizes information about fixed-price stock options
outstanding at December 31, 2002:

<Table>
<Caption>
                                            NUMBER        WEIGHTED                    NUMBER
                                         OUTSTANDING       AVERAGE     WEIGHTED    EXERCISABLE     WEIGHTED
                                              AT          REMAINING    AVERAGE          AT         AVERAGE
                                         DECEMBER 31,    CONTRACTUAL   EXERCISE    DECEMBER 31,    EXERCISE
RANGE OF EXERCISE PRICES                     2002           LIFE        PRICE          2002         PRICE
- ------------------------                --------------   -----------   --------   --------------   --------
                                                                                    
$10.67 - 26.17........................       506,312        4.01        $13.68         479,312      $12.98
26.42.................................     1,401,553        8.74         26.42       1,120,353       26.42
26.69 - 33.38.........................     1,356,000        6.27         31.25         906,750       31.79
34.16 - 47.75.........................       708,000        7.25         41.26          92,200       37.61
60.63.................................        95,000        7.01         60.63          18,000       60.63
</Table>

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

(13) COMMITMENTS AND OTHER CONTINGENCIES

     The Company sponsors a partially self-insured group health insurance
program. The Company is obligated to pay all claims under the program, which are
in excess of premiums, up to program limits of $150 per employee, per claim, per
year. The Company is also self-insured with respect to its income disability
benefits and against casualty losses on advertising structures. Amounts for
expected losses, including a provision for losses incurred but not reported, is
included in accrued expenses in the accompanying consolidated financial
statements. As of December 31, 2002, the Company maintained $3,417 in letters of
credit with a bank to meet requirements of the Company's worker's compensation
and general liability insurance carrier.

     The Company sponsors The Lamar Corporation Savings and Profit Sharing Plan
covering employees who have completed one year of service and are at least 21
years of age. The Company matches 50% of employees' contributions up to 5% of
related compensation. Employees can contribute up to 15% of compensation. Full
vesting on the Company's matched contributions occurs after five years for
contributions made prior to January 1, 2002 and three years for contributions
made after January 1, 2002.

                                       F-24

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Annually, at the Company's discretion, an additional profit sharing contribution
may be made on behalf of each eligible employee. In total, for the years ended
December 31, 2002, 2001, and 2000, the Company contributed $2,709, $2,422 and
$1,671, respectively.

     The Company sponsors a Deferred Compensation Plan for the benefit of
certain of its senior management who meet specific age and years of service
criteria. Employees who have attained the age of 30 and have a minimum of 10
years of service are eligible for annual contributions to the Plan generally
ranging from $3 to $8, depending on the employee's length of service. The
Company's contributions to the Plan are maintained in a rabbi trust and,
accordingly, the assets and liabilities of the Plan are reflected in the balance
sheet of the Company. Upon termination, death or disability, participating
employees are eligible to receive an amount equal to the fair market value of
the assets in the employee's deferred compensation account. The Company has
contributed $619, $550 and $456 to the Plan during the years ended December 31,
2002, 2001 and 2000, respectively. Contributions to the Deferred Compensation
Plan are discretionary and are determined by the Board of Directors.

(14) SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES

     Separate financial statements of each of the Company's direct or indirect
wholly-owned subsidiaries that have guaranteed Lamar Media's obligations with
respect to its publicly issued notes (collectively, the Guarantors) are not
included herein because the Company has no independent assets or operations, the
guarantees are full and unconditional and joint and several and the only
subsidiary that is not a guarantor is considered to be minor. Lamar Media's
ability to make distributions to Lamar Advertising is restricted under the terms
of its bank credit facility and the indentures relating to Lamar Media's
outstanding notes.

     As of December 31, 2002 and 2001, the net assets restricted as to transfers
from Lamar Media Corp. to Lamar Advertising Company in the form of cash
dividends, loans or advances were $1,915,035 and $1,896,992, respectively.

(15) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

     The following table presents the carrying amounts and estimated fair values
of the Company's financial instruments at December 31, 2002 and 2001. The fair
value of the financial instrument is defined as the amount at which the
instrument could be exchanged in a current transaction between willing parties.

<Table>
<Caption>
                                                2002                      2001
                                       -----------------------   -----------------------
                                        CARRYING    ESTIMATED     CARRYING    ESTIMATED
                                         AMOUNT     FAIR VALUE     AMOUNT     FAIR VALUE
                                       ----------   ----------   ----------   ----------
                                                                  
Long-term debt.......................  $1,734,746   $1,758,380   $1,745,026   $1,770,439
</Table>

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

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

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

     Fair value estimates are subject to inherent limitations. Estimates of fair
values are made at a specific point in time, based on relevant market
information and information about the financial instrument. The estimated fair
values of financial instruments presented above are not necessarily indicative
of amounts the

                                       F-25

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Company might realize in actual market transactions. Estimates of fair value are
subjective in nature and involve uncertainties and matters of significant
judgment and therefore cannot be determined with precision. Changes in
assumptions could significantly affect the estimates.

(16) QUARTERLY FINANCIAL DATA (UNAUDITED)

<Table>
<Caption>
                                                    FISCAL YEAR 2002 QUARTERS
                                         ------------------------------------------------
                                         MARCH 31   JUNE 30    SEPTEMBER 30   DECEMBER 31
                                         --------   --------   ------------   -----------
                                                                  
Net revenues...........................  $176,538   $202,529     $201,918      $194,697
Net revenues less direct advertising
  expenses.............................   109,311    135,897      130,233       125,469
Net loss applicable to common stock....   (16,254)      (399)      (6,079)      (13,961)
Net loss per common share (basic and
  diluted).............................     (0.16)       (--)       (0.06)        (0.14)
</Table>

<Table>
<Caption>
                                                    FISCAL YEAR 2001 QUARTERS
                                         ------------------------------------------------
                                         MARCH 31   JUNE 30    SEPTEMBER 30   DECEMBER 31
                                         --------   --------   ------------   -----------
                                                                  
Net revenues...........................  $170,385   $191,788     $188,267      $178,610
Net revenues less direct advertising
  expenses.............................   108,849    130,473      123,674       114,571
Net loss applicable to common stock....   (34,381)   (20,491)     (24,452)      (29,675)
Net loss per common share (basic and
  diluted).............................     (0.35)     (0.21)       (0.25)        (0.30)
</Table>

(17) NEW ACCOUNTING PRONOUNCEMENTS

     In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullified Emerging Issues Task Force (EITF) Issue 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity." The provisions of this Statement are effective for exit or disposal
activities that are initiated after December 31, 2002, with early application
encouraged. The adoption of SFAS No. 146 is not expected to have a material
effect on the Company's financial statements.

     In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others, an interpretation of FASB Statements No.
5, 57, and 107 and a rescission of FASB Interpretation No. 34." This
Interpretation elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under guarantees
issued. The Interpretation also clarifies that a guarantor is required to
recognize, at inception of a guarantee, a liability for the fair value of the
obligation undertaken. The initial recognition and measurement provisions of the
Interpretation are applicable to guarantees issued or modified after December
31, 2002 and are not expected to have a material effect on the Company's
financial statements. The disclosure requirements are effective for financial
statements of interim and annual periods ending after December 15, 2002.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure, an amendment of FASB Statement No.
123." This Statement amends FASB Statement No. 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a voluntary
change to the fair value method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure requirements of
Statement No. 123 to require prominent disclosures in both annual and interim
financial statements. Certain of the disclosure

                                       F-26

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

modifications are required for fiscal years ending after December 15, 2002 and
are included in the notes to these consolidated financial statements.

     In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51." This
Interpretation addresses the consolidation by business enterprises of variable
interest entities as defined in the Interpretation. The Interpretation applies
immediately to variable interest in variable interest entities created after
January 31, 2003 and to variable interest entities obtained after January 31,
2003. The application of this Interpretation is not expected to have a material
effect on the Company's financial statements as the Company has no variable
interest entities. The Interpretation requires certain disclosures in financial
statements issued after January 31, 2003, if it is reasonably possible that the
Company will consolidate or disclose information about variable interest
entities when the Interpretation becomes effective.

(18) EVENT (UNAUDITED) SUBSEQUENT TO THE DATE OF THE REPORT OF THE INDEPENDENT
     AUDITOR -- ASSET RETIREMENT OBLIGATION

     In 2001, the FASB issued Statement 143. Statement 143 requires entities to
record the fair value of a liability for an asset retirement obligation in the
period in which it is incurred, a corresponding increase in the carrying amount
of the related long-lived asset and is effective for fiscal years beginning
after June 15, 2002. The Company adopted Statement 143 effective January 1,
2003, using the cumulative effect approach to recognize transition amounts for
asset retirement obligations, asset retirement costs and accumulated
depreciation. The effect of adopting Statement 143 on January 1, 2003 on our
results of operations and financial condition, included a net increase in
long-term liabilities of $26.0 million; an increase in net property, plant and
equipment of $14.3 million; a cumulative effect of adoption expense of $11.7
million, net of deferred income taxes of $7.5 million.

     The following pro forma data summarizes the Company's net loss and net loss
per share as if the Company had adopted the provisions of Statement 143 on
December 31, 1999, including an associated pro forma asset retirement obligation
of $33.5 million, $30.9 million and $25.7 million as of December 31, 2002, 2001
and 2000, respectively.

<Table>
<Caption>
                                                  DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                      2002           2001           2000
                                                  ------------   ------------   ------------
                                                                       
Net loss applicable to common stock, as
  reported......................................    $(36,693)     $(108,999)     $ (94,470)
Pro forma adjustments to reflect retroactive
  adoption of Statement 143.....................      (2,306)        (2,216)        (1,962)
                                                    --------      ---------      ---------
Pro forma net loss..............................    $(38,999)     $(111,215)     $ (96,432)
                                                    ========      =========      =========
Net loss per share:
  Basic and diluted -- as reported..............    $  (0.36)     $   (1.11)     $   (1.04)
                                                    ========      =========      =========
  Basic and diluted -- pro forma................    $  (0.39)     $   (1.13)     $   (1.06)
                                                    ========      =========      =========
</Table>

                                       F-27


                                                                      SCHEDULE 2

                           LAMAR ADVERTISING COMPANY

                       VALUATION AND QUALIFYING ACCOUNTS
                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

<Table>
<Caption>
                                                  BALANCE AT   CHARGED TO
                                                  BEGINNING    COSTS AND                  BALANCE AT
                                                  OF PERIOD     EXPENSES    DEDUCTIONS   END OF PERIOD
                                                  ----------   ----------   ----------   -------------
                                                                     (IN THOUSANDS)
                                                                             
Year ended December 31, 2002
  Deducted in balance sheet from trade accounts
     receivable: Allowance for doubtful
     accounts...................................   $  4,914       9,036       9,036           4,914
  Deducted in balance sheet from intangible
     assets: Amortization of intangible
     assets.....................................   $569,322     130,142          --         699,464
Year ended December 31, 2001
  Deducted in balance sheet from trade accounts
     receivable: Allowance for doubtful
     accounts...................................   $  4,914       7,794       7,794           4,914
  Deducted in balance sheet from intangible
     assets: Amortization of intangible
     assets.....................................   $356,725     212,597          --         569,322
Year ended December 31, 2000
  Deducted in balance sheet from trade accounts
     receivable: Allowance for doubtful
     accounts...................................   $  3,928       5,991       5,005           4,914
  Deducted in balance sheet from intangible
     assets: Amortization of intangible
     assets.....................................   $171,316     185,409          --         356,725
</Table>

                                       F-28


                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Lamar Media Corp.:

     We have audited the accompanying consolidated balance sheets of Lamar Media
Corp. and subsidiaries as of December 31, 2002 and 2001, and the related
consolidated statements of operations, stockholder's equity and cash flows for
each of the years in the three-year period ended December 31, 2002. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Lamar Media
Corp. and subsidiaries as of December 31, 2002 and 2001, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.

     As discussed in Note 1(d) to the consolidated financial statements of Lamar
Advertising Company, effective July 1, 2001, the Company adopted the provisions
of Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations", and certain provisions of SFAS No. 142, "Goodwill and Other
Intangible Assets", as required for goodwill and intangible assets resulting
from business combinations consummated after June 30, 2001. The provisions of
SFAS No. 142 were fully adopted on January 1, 2002.

/s/ KPMG LLP

KPMG LLP
New Orleans, Louisiana
February 5, 2003, except as to Note 5 which is as of March 7, 2003

                                       F-29


                       LAMAR MEDIA CORP. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                                     DECEMBER 31,
                                                              ---------------------------
                                                                  2002           2001
                                                              ------------   ------------
                                                              (IN THOUSANDS, EXCEPT SHARE
                                                                  AND PER SHARE DATA)
                                                                       
ASSETS
Current assets:
  Cash and cash equivalents.................................   $   15,610     $   12,885
  Cash on deposit for debt extinguishment...................      266,657             --
  Receivables, net of allowance for doubtful accounts of
     $4,914 in 2002 and 2001................................       92,295         93,043
  Prepaid expenses..........................................       30,091         27,176
  Deferred income tax asset.................................        6,428          5,945
  Other current assets......................................       14,293         17,688
                                                               ----------     ----------
Total current assets........................................      425,374        156,737
                                                               ----------     ----------
Property, plant and equipment...............................    1,850,657      1,777,399
  Less accumulated depreciation and amortization............     (566,889)      (451,686)
                                                               ----------     ----------
Net property, plant and equipment...........................    1,283,768      1,325,713
                                                               ----------     ----------
Goodwill (note 3)...........................................    1,171,595      1,127,426
Intangible assets (note 3)..................................      975,998      1,028,653
Other assets................................................       18,174         16,580
                                                               ----------     ----------
Total assets................................................   $3,874,909     $3,655,109
                                                               ==========     ==========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
  Trade accounts payable....................................   $   10,051     $   10,048
  Current maturities of long-term debt (note 5).............        4,687         66,559
  Current maturities related to debt extinguishment.........      255,000             --
  Accrued expenses (note 4).................................       25,981         22,362
  Deferred income...........................................       13,942         11,618
                                                               ----------     ----------
Total current liabilities...................................      309,661        110,587
                                                               ----------     ----------
Long-term debt (note 5).....................................    1,447,246      1,457,526
Deferred income taxes (note 6)..............................      129,924        133,186
Other liabilities...........................................        7,366          7,724
                                                               ----------     ----------
Total liabilities...........................................    1,894,197      1,709,023
                                                               ----------     ----------
Stockholder's equity:
  Common stock, $.01 par value, authorized 3,000 shares; 100
     shares issued and outstanding at December 31, 2002 and
     2001...................................................           --             --
  Additional paid-in capital................................    2,281,901      2,222,317
  Accumulated deficit.......................................     (301,189)      (276,231)
                                                               ----------     ----------
Stockholder's equity........................................    1,980,712      1,946,086
                                                               ----------     ----------
Total liabilities and stockholder's equity..................   $3,874,909     $3,655,109
                                                               ==========     ==========
</Table>

          See accompanying notes to consolidated financial statements.
                                       F-30


                       LAMAR MEDIA CORP. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                                 YEARS ENDED DECEMBER 31,
                                                             --------------------------------
                                                               2002       2001        2000
                                                             --------   ---------   ---------
                                                             (IN THOUSANDS, EXCEPT SHARE AND
                                                                     PER SHARE DATA)
                                                                           
Net revenues...............................................  $775,682   $ 729,050   $ 687,319
                                                             --------   ---------   ---------
Operating expenses:
   Direct advertising expenses.............................   274,772     251,483     217,465
   General and administrative expenses.....................   166,895     150,786     137,292
   Depreciation and amortization...........................   274,644     351,754     315,465
   Gain on disposition of assets...........................      (336)       (923)       (986)
                                                             --------   ---------   ---------
                                                              715,975     753,100     669,236
                                                             --------   ---------   ---------
   Operating income (loss).................................    59,707     (24,050)     18,083
Other expense (income):
   Loss on early extinguishment of debt....................     5,850          --          --
   Interest income.........................................      (929)       (640)     (1,715)
   Interest expense........................................    92,178     113,026     147,607
                                                             --------   ---------   ---------
                                                               97,099     112,386     145,892
                                                             --------   ---------   ---------
Loss before income taxes...................................   (37,392)   (136,436)   (127,809)
Income tax benefit (note 6)................................   (12,434)    (38,870)    (35,879)
                                                             --------   ---------   ---------
Net loss...................................................  $(24,958)  $ (97,566)  $ (91,930)
                                                             ========   =========   =========
</Table>

          See accompanying notes to consolidated financial statements.
                                       F-31


                       LAMAR MEDIA CORP. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

<Table>
<Caption>
                                                                 ADDITIONAL
                                                       COMMON      PAID-IN     ACCUMULATED
                                                        STOCK      CAPITAL       DEFICIT        TOTAL
                                                       -------   -----------   ------------   ----------
                                                        (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                                                                  
Balance, December 31, 1999...........................   $  --     1,469,606       (86,735)    1,382,871
   Contribution from parent..........................      --       385,815            --       385,815
   Net loss..........................................      --            --       (91,930)      (91,930)
                                                        -----     ---------      --------     ---------
Balance, December 31, 2000...........................   $  --     1,855,421      (178,665)    1,676,756
   Contribution from parent..........................      --       366,896            --       366,896
   Net loss..........................................      --            --       (97,566)      (97,566)
                                                        -----     ---------      --------     ---------
Balance, December 31, 2001...........................   $  --     2,222,317      (276,231)    1,946,086
   Contribution from parent..........................      --        59,584            --        59,584
   Net loss..........................................      --            --       (24,958)      (24,958)
                                                        -----     ---------      --------     ---------
Balance, December 31, 2002...........................   $  --     2,281,901      (301,189)    1,980,712
                                                        =====     =========      ========     =========
</Table>

          See accompanying notes to consolidated financial statements.
                                       F-32


                       LAMAR MEDIA CORP. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                                 YEARS ENDED DECEMBER 31,
                                                              ------------------------------
                                                                2002       2001       2000
                                                              --------   --------   --------
                                                                      (IN THOUSANDS)
                                                                           
Cash flows from operating activities:
  Net loss..................................................  $(24,958)  $(97,566)  $(91,930)
  Adjustments to reconcile net loss to net cash provided by
     operating activities:
     Depreciation and amortization..........................   274,644    351,754    315,465
     Gain on disposition of assets..........................      (336)      (923)      (986)
     Loss on early extinguishment of debt...................     2,424         --         --
     Deferred income tax benefit............................    (8,325)   (39,582)   (35,737)
     Provision for doubtful accounts........................     9,036      7,794      5,991
  Changes in operating assets and liabilities:
     (Increase) decrease in:
       Receivables..........................................    (6,451)    (9,810)   (13,786)
       Prepaid expenses.....................................    (2,533)    (1,322)    (1,371)
       Other assets.........................................     2,804      2,916      4,568
     Increase (decrease) in:
       Trade accounts payable...............................         3        131     (1,574)
       Accrued expenses.....................................     1,965    (14,641)    (1,910)
       Deferred income......................................     2,051       (173)      (964)
       Other liabilities....................................      (505)       124        196
                                                              --------   --------   --------
          Net cash provided by operating activities.........   249,819    198,702    177,962
                                                              --------   --------   --------
Cash flows from investing activities:
  Capital expenditures......................................   (78,390)   (85,320)   (78,304)
  Purchase of new markets...................................   (78,326)  (298,134)  (355,958)
  Increase in notes receivable..............................    (1,650)        --         --
  Proceeds from sale of property and equipment..............     3,412      4,916      2,827
                                                              --------   --------   --------
          Net cash used in investing activities.............  (154,954)  (378,538)  (431,435)
                                                              --------   --------   --------
Cash flows from financing activities:
  Contribution from parent..................................        --     48,000    200,212
  Proceeds from issuance of long-term debt..................   256,360         --         --
  Deposits for debt extinguishment..........................  (266,657)        --         --
  Principal payments on long-term debt......................  (140,700)   (67,046)    (5,330)
  Debt issuance costs.......................................    (1,183)      (573)    (1,470)
  Increase in notes payable.................................        40         --         --
  Net borrowing under credit agreements.....................    60,000    140,000    124,000
                                                              --------   --------   --------
          Net cash (used in) provided by financing
            activities......................................   (92,140)   120,381    317,412
                                                              --------   --------   --------
          Net increase (decrease) in cash and cash
            equivalents.....................................     2,725    (59,455)    63,939
  Cash and cash equivalents at beginning of period..........    12,885     72,340      8,401
                                                              --------   --------   --------
  Cash and cash equivalents at end of period................  $ 15,610   $ 12,885   $ 72,340
                                                              ========   ========   ========
Supplemental disclosures of cash flow information:
  Cash paid for interest....................................  $ 94,729   $119,000   $147,875
                                                              ========   ========   ========
  Cash paid for state and federal income taxes..............  $    745   $  1,189   $  1,936
                                                              ========   ========   ========
</Table>

          See accompanying notes to consolidated financial statements.
                                       F-33


                       LAMAR MEDIA CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(1) SIGNIFICANT ACCOUNTING POLICIES

 (A) NATURE OF BUSINESS

     Lamar Media Corp. is a wholly-owned subsidiary of Lamar Advertising
Company. Lamar Media Corp. is engaged in the outdoor advertising business
operating approximately 146,000 outdoor advertising displays in 44 states. Lamar
Media's operating strategy is to be the leading provider of outdoor advertising
services in the markets it serves.

     In addition, Lamar Media operates a logo sign business in 21 states
throughout the United States and in one province of Canada. Logo signs are
erected pursuant to state-awarded service contracts on public rights-of-way near
highway exits and deliver brand name information on available gas, food, lodging
and camping services. Included in the Company's logo sign business are tourism
signing contracts.

     Certain footnotes are not provided for the accompanying financial
statements as the information in notes 2, 4, 6, 11 through 13, 15 and 17 and
portions of notes 1, 8 and 10 to the consolidated financial statements of Lamar
Advertising Company included elsewhere in this Annual Report are substantially
equivalent to that required for the consolidated financial statements of Lamar
Media Corp. Earnings per share data is not provided for the operating results of
Lamar Media Corp. as it is a wholly-owned subsidiary of Lamar Advertising
Company.

 (B) PRINCIPLES OF CONSOLIDATION

     The accompanying consolidated financial statements include Lamar Media
Corp., its wholly-owned subsidiaries, The Lamar Company, LLC, Lamar Central
Outdoor, Inc., Lamar Oklahoma Holding Co., Inc., Lamar Advertising Southwest,
Inc., Lamar DOA Tennessee Holdings, Inc., and Interstate Logos, LLC. and their
majority-owned subsidiaries. All intercompany transactions and balances have
been eliminated in consolidation.

(2) NONCASH FINANCING AND INVESTING ACTIVITIES

     A summary of significant noncash financing and investing activities for the
years ended December 31, 2002, 2001 and 2000:

<Table>
<Caption>
                                                           2002      2001      2000
                                                          -------   -------   -------
                                                                     
Parent company stock contributed for acquisitions.......  $56,100    29,000   185,603
Note payable converted to contributed capital...........       --   287,500        --
Debt issuance costs.....................................    3,640        --        --
</Table>

                                       F-34

                       LAMAR MEDIA CORP. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(3) GOODWILL AND OTHER INTANGIBLE ASSETS

     The following is a summary of intangible assets at December 31, 2002 and
December 31, 2001:

<Table>
<Caption>
                                                   2002                        2001
                                         -------------------------   -------------------------
                             ESTIMATED     GROSS                       GROSS
                               LIFE       CARRYING    ACCUMULATED     CARRYING    ACCUMULATED
                              (YEARS)      AMOUNT     AMORTIZATION     AMOUNT     AMORTIZATION
                             ---------   ----------   ------------   ----------   ------------
                                                                   
AMORTIZABLE INTANGIBLE
  ASSETS:
  Debt issuance costs and
     fees..................    7-10      $   29,304     $ 16,992     $   24,625     $ 11,756
  Customer lists and
     contracts.............    7-10         371,787      196,084        359,154      145,180
  Non-competition
     agreements............    3-15          57,023       39,458         56,419       31,841
  Site locations...........      15         937,773      177,016        882,180      115,314
  Other....................    5-15          15,399        5,738         14,605        4,239
                                         ----------     --------     ----------     --------
                                          1,411,286      435,288      1,336,983      308,330
UNAMORTIZABLE INTANGIBLE
  ASSETS:
  Goodwill.................              $1,424,361     $252,766     $1,380,192     $252,766
</Table>

     The changes in the carrying amount of goodwill for the year ended December
31, 2002 are as follows:

<Table>
                                                           
Balance as of December 31, 2001.............................  $1,380,192
Goodwill acquired during the year...........................      44,169
Impairment losses...........................................          --
                                                              ----------
Balance as of December 31, 2002.............................  $1,424,361
                                                              ==========
</Table>

     In accordance with SFAS No. 142, Lamar Media is required to evaluate its
existing intangible assets and goodwill that were acquired in purchase business
combinations, and to make any necessary reclassifications in order to conform
with the new classification criteria in SFAS No. 141 for recognition separate
from goodwill. Lamar Media is required to reassess the useful lives and residual
values of all intangible assets acquired, and make any necessary amortization
period adjustments. If an intangible asset is identified as having an indefinite
useful life, Lamar Media will be required to test the intangible asset for
impairment in accordance with the provisions of SFAS No. 142. Impairment is
measured as the excess of carrying value over the fair value of an intangible
asset with an indefinite life. Based upon it's review, no impairment charge was
required upon the adoption of SFAS No. 142 or at its annual test for impairment
on December 31, 2002.

     The following table illustrates the effect of the adoption of SFAS No. 142
on prior periods:

<Table>
<Caption>
                                                         YEARS ENDED DECEMBER 31,
                                                     --------------------------------
                                                       2002       2001        2000
                                                     --------   ---------   ---------
                                                                   
Reported net loss applicable to common stock.......  $(24,958)  $ (97,566)  $ (91,930)
Add: goodwill amortization, net of tax.............        --      70,463      60,752
                                                     --------   ---------   ---------
Adjusted net loss applicable to common stock.......  $(24,958)  $ (27,103)  $ (31,178)
                                                     ========   =========   =========
</Table>

                                       F-35

                       LAMAR MEDIA CORP. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(4) ACCRUED EXPENSES

     The following is a summary of accrued expenses at December 31, 2002 and
2001:

<Table>
<Caption>
                                                               2002      2001
                                                              -------   ------
                                                                  
Payroll.....................................................  $ 7,686    4,982
Interest....................................................    8,618   11,169
Other.......................................................    9,677    6,211
                                                              -------   ------
                                                              $25,981   22,362
                                                              =======   ======
</Table>

(5) LONG-TERM DEBT

     Long-term debt consists of the following at December 31, 2002 and 2001:

<Table>
<Caption>
                                                                 2002        2001
                                                              ----------   ---------
                                                                     
7 1/4% Senior subordinated notes............................  $  260,000          --
9 5/8% Senior subordinated notes (1996 Notes)...............     255,000     255,000
8 5/8% Senior subordinated notes (1997 Notes)...............     199,230     199,104
Bank Credit Agreement.......................................     975,500     978,500
9 1/4% Senior subordinated notes............................          --      74,073
8% Unsecured subordinated notes.............................       7,333       9,333
Other notes with various rates and terms....................       9,870       8,075
                                                              ----------   ---------
                                                               1,706,933   1,524,085
Less current maturities.....................................    (259,687)    (66,559)
                                                              ----------   ---------
                                                              $1,447,246   1,457,526
                                                              ==========   =========
</Table>

     Long-term debt matures as follows:

<Table>
                                                            
2003........................................................   $  259,687
2004........................................................        4,336
2005........................................................       56,545
2006........................................................       68,624
2007........................................................      281,978
Later years.................................................    1,035,763
</Table>

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

     Effective January 30, 2001, Lamar Media Corp. and its subsidiaries entered
into an amendment to its bank credit agreement for the purposes of increasing
"Incremental Loan Commitments" from $400,000 to $1,000,000 and affording Lamar
Media Corp. and Lamar Advertising Company more flexibility in incurring debt.
The "Total Debt Ratio", previously measured at the Lamar Advertising Company
level, is now measured at the Lamar Media Corp. level with the result that the
5 1/4% convertible Notes will be excluded from this ratio. In connection with
these changes, the note receivable and notes payable of equal amounts between
Lamar Advertising and Lamar Media, its wholly-owned subsidiary, were canceled.
The cancellation of the note of $287,500 is treated as capital contributed by
the parent on Lamar Media's balance sheet effective January 30, 2001.

                                       F-36

                       LAMAR MEDIA CORP. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The presentation of long-term debt is in accordance with the terms of the
new credit agreement discussed in Note 8 to the consolidated financial
statements of Lamar Advertising Company.

(6) INCOME TAXES

     Income tax benefit for the years ended December 31, 2002, 2001 and 2000,
consists of:

<Table>
<Caption>
                                                          CURRENT   DEFERRED    TOTAL
                                                          -------   --------   -------
                                                                      
Year ended December 31, 2002:
  U.S. federal..........................................  $(5,068)   (7,090)   (12,158)
  State and local.......................................      870    (1,685)      (815)
  Foreign...............................................       89       450        539
                                                          -------   -------    -------
                                                          $(4,109)   (8,325)   (12,434)
                                                          =======   =======    =======
Year ended December 31, 2001:
  U.S. federal..........................................  $    --   (31,618)   (31,618)
  State and local.......................................      712    (7,513)    (6,801)
  Foreign...............................................       --      (451)      (451)
                                                          -------   -------    -------
                                                          $   712   (39,582)   (38,870)
                                                          =======   =======    =======
Year ended December 31, 2000:
  U.S. federal..........................................  $    --   (28,865)   (28,865)
  State and local.......................................     (142)   (6,872)    (7,014)
                                                          -------   -------    -------
                                                          $  (142)  (35,737)   (35,879)
                                                          =======   =======    =======
</Table>

     Income tax expense (benefit) attributable to continuing operations for the
years ended December 31, 2002, 2001 and 2000, differs from the amounts computed
by applying the U.S. federal income tax rate of 34 percent to loss before income
taxes as follows:

<Table>
<Caption>
                                                         2002       2001       2000
                                                       --------   --------   --------
                                                                    
Computed expected tax benefit........................  $(12,713)  $(46,388)  $(43,455)
Increase (reduction) in income taxes resulting from:
   Book expenses not deductible for tax purposes.....       689        590        754
   Amortization of non-deductible goodwill...........       (31)    13,402     11,845
   State and local income taxes, net of federal
      income tax benefit.............................      (560)    (4,488)    (4,629)
   Other differences, net............................       181     (1,986)      (394)
                                                       --------   --------   --------
                                                       $(12,434)  $(38,870)  $(35,879)
                                                       ========   ========   ========
</Table>

                                       F-37

                       LAMAR MEDIA CORP. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December 31,
2002 and 2001 are presented below:

<Table>
<Caption>
                                                                2002        2001
                                                              ---------   ---------
                                                                    
Current deferred tax assets:
   Receivables, principally due to allowance for doubtful
      accounts..............................................  $   1,916   $   1,916
   Accrued liabilities not deducted for tax purposes........      2,142       1,578
   Net operating loss carryforward..........................         --         451
   Other....................................................      2,370       2,000
                                                              ---------   ---------
   Net current deferred tax asset...........................  $   6,428   $   5,945
                                                              =========   =========
Non-current deferred tax liabilities:
   Plant and equipment, principally due to differences in
      depreciation..........................................  $ (10,821)  $  (3,550)
   Intangibles, due to differences in amortizable lives.....   (243,680)   (245,587)
                                                              ---------   ---------
                                                               (254,501)   (249,137)
Non-current deferred tax assets:
   Plant and equipment, due to basis differences on
      acquisitions..........................................     47,492      57,349
   Plant and equipment, due to basis differences on
      acquisitions and costs capitalized for tax purposes...      4,288       4,305
   Investment in affiliates and plant and equipment, due to
      gains recognized for tax purposes and deferred for
      financial reporting purposes..........................        941         941
   Accrued liabilities not deducted for tax purposes........      3,062       2,861
   Net operating loss carryforward..........................     68,164      49,470
   Minimum tax credit.......................................         --         331
   Other, net...............................................        630         694
                                                              ---------   ---------
                                                                124,577     115,951
                                                              ---------   ---------
   Net non-current deferred tax liability...................  $(129,924)  $(133,186)
                                                              =========   =========
</Table>

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

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

(7) RELATED PARTY TRANSACTIONS

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

                                       F-38

                       LAMAR MEDIA CORP. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     As of December 31, 2002 and 2001, there was a receivable from Lamar
Advertising Company, its parent, in the amount of $6,978 and $9,671,
respectively.

(8) QUARTERLY FINANCIAL DATA (UNAUDITED)

<Table>
<Caption>
                                                    FISCAL YEAR 2002 QUARTERS
                                         ------------------------------------------------
                                         MARCH 31   JUNE 30    SEPTEMBER 30   DECEMBER 31
                                         --------   --------   ------------   -----------
                                                                  
Net revenues...........................  $176,538   $202,529     $201,918      $194,697
Net revenues less direct advertising
   expenses............................   109,311    135,897      130,233       125,469
Net (loss) income applicable to common
   stock...............................   (13,331)     2,542       (3,145)      (11,024)
</Table>

<Table>
<Caption>
                                                    FISCAL YEAR 2001 QUARTERS
                                         ------------------------------------------------
                                         MARCH 31   JUNE 30    SEPTEMBER 30   DECEMBER 31
                                         --------   --------   ------------   -----------
                                                                  
Net revenues...........................  $170,385   $191,788     $188,267      $178,610
Net revenues less direct advertising
   expenses............................   108,849    130,473      123,674       114,571
Net loss applicable to common stock....   (32,146)   (17,476)     (21,434)      (26,510)
</Table>

                                       F-39


                                                                      SCHEDULE 2

                       LAMAR MEDIA CORP. AND SUBSIDIARIES

                       VALUATION AND QUALIFYING ACCOUNTS
                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

<Table>
<Caption>
                                                    BALANCE AT    CHARGED TO                BALANCE AT
                                                   BEGINNING OF   COSTS AND                   END OF
                                                      PERIOD       EXPENSES    DEDUCTIONS     PERIOD
                                                   ------------   ----------   ----------   ----------
                                                                     (IN THOUSANDS)
                                                                                
Year Ended December 31, 2002
   Deducted in balance sheet from trade accounts
      receivable: Allowance for doubtful
      accounts...................................    $  4,914         9,036       9,036         4,914
   Deducted in balance sheet from intangible
      assets: Amortization of intangible
      assets.....................................    $561,096       126,958          --       688,054
Year Ended December 31, 2001
   Deducted in balance sheet from trade accounts
      receivable: Allowance for doubtful
      accounts...................................    $  4,914         7,794       7,794         4,914
   Deducted in balance sheet from intangible
      assets: Amortization of intangible
      assets.....................................    $352,314       208,782          --       561,096
Year Ended December 31, 2000
   Deducted in balance sheet from trade accounts
      receivable: Allowance for doubtful
      accounts...................................    $  3,928         5,991       5,005         4,914
   Deducted in balance sheet from intangible
      assets: Amortization of intangible
      assets.....................................    $170,410       181,904          --       352,314
</Table>

                                       F-40


                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                              MARCH 31,    DECEMBER 31,
                                                                 2003          2002
                                                              ----------   ------------
                                                                     (UNAUDITED)
                                                                (IN THOUSANDS, EXCEPT
                                                              SHARE AND PER SHARE DATA)
                                                                     
                                        ASSETS
Current assets:
  Cash and cash equivalents.................................  $    7,870    $   15,610
  Cash on deposit for debt extinguishment...................          --       266,657
  Receivables, net of allowance for doubtful accounts of
    $4,543 and $4,914 in 2003 and 2002, respectively........      91,190        92,382
  Prepaid expenses..........................................      41,874        30,091
  Deferred tax asset........................................       5,758         6,428
  Other current assets......................................       7,555         7,315
                                                              ----------    ----------
    Total current assets....................................     154,247       418,483
                                                              ----------    ----------
Property, plant and equipment...............................   1,889,612     1,850,657
  Less accumulated depreciation and amortization............    (603,223)     (566,889)
                                                              ----------    ----------
    Net property, plant and equipment.......................   1,286,389     1,283,768
                                                              ----------    ----------
Goodwill....................................................   1,179,934     1,178,428
Intangible assets, net......................................     978,914       988,953
Other assets -- non-current.................................      19,557        18,474
                                                              ----------    ----------
    Total assets............................................  $3,619,041    $3,888,106
                                                              ==========    ==========

                         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Trade accounts payable....................................  $   10,421    $   10,051
  Current maturities of long-term debt......................       5,663         4,687
  Current maturities related to debt extinguishment.........          --       255,000
  Accrued expenses..........................................      23,895        38,881
  Deferred income...........................................      15,060        13,942
                                                              ----------    ----------
    Total current liabilities...............................      55,039       322,561
                                                              ----------    ----------
Long-term debt..............................................   1,732,500     1,734,746
Deferred income taxes.......................................      94,408       114,260
Other liabilities...........................................      41,243         7,366
                                                              ----------    ----------
    Total liabilities.......................................   1,923,190     2,178,933
                                                              ----------    ----------
Stockholders' equity:
  Series AA preferred stock, par value $.001, $63.80
    cumulative dividends, authorized 5,720 shares; 5,719
    shares issued and outstanding at 2003 and 2002..........          --            --
  Class A preferred stock, par value $638, $63.80 cumulative
    dividends, 10,000 shares authorized; 0 shares issued and
    outstanding at 2003 and 2002............................          --            --
  Class A common stock, par value $.001, 175,000,000 shares
    authorized, 85,707,418
    and 85,077,038 shares issued and outstanding at 2003 and
     2002, respectively.....................................          86            85
  Class B common stock, par value $.001, 37,500,000 shares
    authorized, 16,417,073 shares issued and outstanding at
    2003 and 2002...........................................          16            16
  Additional paid-in capital................................   2,055,749     2,036,709
  Accumulated deficit.......................................    (360,000)     (327,637)
                                                              ----------    ----------
    Stockholders' equity....................................   1,695,851     1,709,173
                                                              ----------    ----------
    Total liabilities and stockholders' equity..............  $3,619,041    $3,888,106
                                                              ==========    ==========
</Table>

     See accompanying notes to condensed consolidated financial statements.
                                       F-41


                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                                 THREE MONTHS ENDED MARCH 31,
                                                              -----------------------------------
                                                                    2003               2002
                                                              ----------------   ----------------
                                                                          (UNAUDITED)
                                                              (IN THOUSANDS, EXCEPT SHARE AND PER
                                                                          SHARE DATA)
                                                                           
Net revenues................................................    $    184,221       $    176,538
                                                                ------------       ------------
Operating expenses (income)
  Direct advertising expenses...............................          71,557             67,227
  General and administrative expenses.......................          42,847             41,206
  Depreciation and amortization.............................          67,513             67,100
  Gain on disposition of assets.............................             (30)               (89)
                                                                ------------       ------------
                                                                     181,887            175,444
                                                                ------------       ------------
  Operating income..........................................           2,334              1,094
Other expense (income)
  Loss on extinguishment of debt............................          11,173                 --
  Interest income...........................................            (118)              (221)
  Interest expense..........................................          23,760             26,776
                                                                ------------       ------------
                                                                      34,815             26,555
                                                                ------------       ------------
Loss before income tax benefit and cumulative effect of a
  change in accounting principle............................         (32,481)           (25,461)
Income tax benefit..........................................         (11,888)            (9,298)
                                                                ------------       ------------
Loss before cumulative effect of a change in accounting
  principle.................................................         (20,593)           (16,163)
Cumulative effect of change in accounting principle, net of
  tax benefit...............................................         (11,679)                --
                                                                ------------       ------------
Net loss....................................................         (32,272)           (16,163)
Preferred stock dividends...................................              91                 91
                                                                ------------       ------------
Net loss applicable to common stock.........................    $    (32,363)      $    (16,254)
                                                                ============       ============
Loss per common share:
Loss before a change in accounting principle................    $       (.20)      $       (.16)
Cumulative effect of a change in accounting principle.......            (.12)               (--)
                                                                ------------       ------------
Net loss....................................................    $       (.32)      $       (.16)
                                                                ============       ============
Weighted average common shares outstanding..................     101,667,397        100,542,109
Incremental common shares from dilutive stock options.......              --                 --
Incremental common shares from convertible debt.............              --                 --
                                                                ------------       ------------
Weighted average common shares assuming dilution............     101,667,397        100,542,109
                                                                ============       ============
</Table>

     See accompanying notes to condensed consolidated financial statements.
                                       F-42


                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                               THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              --------------------
                                                                2003        2002
                                                              ---------   --------
                                                                  (UNAUDITED)
                                                                 (IN THOUSANDS)
                                                                    
Cash flows from operating activities:
  Net loss..................................................  $ (32,272)  $(16,163)
  Adjustments to reconcile net loss to net cash provided by
     operating activities:
     Depreciation and amortization..........................     67,513     67,100
     Gain on disposition of assets..........................        (30)       (89)
     Deferred tax benefit...................................    (11,982)    (4,025)
     Provision for doubtful accounts........................      2,325      2,744
     Loss on debt extinguishment............................     11,173         --
     Cumulative effect of a change in accounting
      principle.............................................     11,679         --
     Changes in operating assets and liabilities:
     (Increase) decrease in:
       Receivables..........................................       (475)    (5,698)
       Prepaid expenses.....................................    (11,533)   (11,773)
       Other assets.........................................     (1,422)    (8,130)
     Increase (decrease) in:
       Trade accounts payable...............................        371      1,652
       Accrued expenses.....................................    (15,441)   (10,382)
       Deferred income......................................      1,148      2,085
                                                              ---------   --------
          Net cash provided by operating activities.........     21,054     17,321
                                                              ---------   --------
Cash flows from investing activities:
  Acquisition of new markets................................     (6,638)   (38,211)
  Capital expenditures......................................    (17,808)   (14,121)
  Proceeds from disposition of assets.......................        938        701
                                                              ---------   --------
          Net cash used in investing activities.............    (23,508)   (51,631)
                                                              ---------   --------
Cash flows from financing activities:
  Debt issuance costs.......................................     (8,356)    (1,050)
  Net proceeds from issuance of common stock................        953      6,355
  Principle payments and repayment premiums on long-term
     debt...................................................   (264,449)   (16,668)
  Net borrowings under credit agreements....................         --     60,000
  Cash from deposits for debt extinguishment................    266,657         --
  Dividends.................................................        (91)       (91)
                                                              ---------   --------
          Net cash (used in) provided by financing
            activities......................................     (5,286)    48,546
                                                              ---------   --------
  Net (decrease) increase in cash and cash equivalents......     (7,740)    14,236
  Cash and cash equivalents at beginning of period..........     15,610     12,885
                                                              ---------   --------
  Cash and cash equivalents at end of period................  $   7,870   $ 27,121
                                                              =========   ========
Supplemental disclosures of cash flow information:
  Cash paid for interest....................................  $  27,792   $ 30,343
                                                              =========   ========
  Cash paid for state and federal income taxes..............  $     146   $    311
                                                              =========   ========
  Common stock issuance related to acquisitions.............  $  18,000   $ 38,000
                                                              =========   ========
</Table>

     See accompanying notes to condensed consolidated financial statements.
                                       F-43


                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
              (IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

1.  SIGNIFICANT ACCOUNTING POLICIES

     The information included in the foregoing interim consolidated financial
statements is unaudited. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
the Company's financial position and results of operations for the interim
periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the entire year. These condensed consolidated financial statements should be
read in conjunction with the Company's consolidated financial statements and the
notes thereto included in the 2002 Combined Form 10-K.

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

2.  ACQUISITIONS

     On March 3, 2003, the Company purchased the stock of Delite Outdoor, Inc.
for $18,000. The purchase price consisted of 588,543 shares of Lamar Advertising
Class A common stock valued at $18,000.

     During the three months ended March 31, 2003, the Company completed 13
additional acquisitions of outdoor advertising assets for a cash purchase price
of approximately $6,638.

     Each of these acquisitions was accounted for under the purchase method of
accounting, and, accordingly, the accompanying consolidated financial statements
include the results of operations of each acquired entity from the date of
acquisition. The acquisition costs have been allocated to assets acquired and
liabilities assumed based on fair market value at the dates of acquisition. The
following is a summary of the preliminary allocation of the acquisition costs in
the above transactions.

<Table>
<Caption>
                                                              DELITE
                                                           OUTDOOR INC.   OTHER   TOTAL
                                                           ------------   -----   ------
                                                                         
Current assets...........................................        911         18      929
Property, plant and equipment............................      4,580      1,835    6,415
Goodwill.................................................         47      1,459    1,506
Site locations...........................................     10,048      2,943   12,991
Non-competition agreements...............................        145        120      265
Customer lists and contracts.............................      2,732        657    3,389
Current liabilities......................................        108        394      502
Long-term liabilities....................................        355         --      355
                                                              ------      -----   ------
                                                              18,000      6,638   24,638
                                                              ======      =====   ======
</Table>

     Summarized below are certain unaudited pro forma statements of operations
data for the three months ended March 31, 2003 and March 31, 2002 as if each of
the above acquisitions and the acquisitions occurring in 2002, which were fully
described in the 2002 Combined Form 10-K, had been consummated as of January 1,
2002 and the adoption of SFAS No. 143 as of January 1, 2002. This pro forma
information does not purport to represent what the Company's results of
operations actually would

                                       F-44

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

have been had such transactions occurred on the date specified or to project the
Company's results of operations for any future periods.

<Table>
<Caption>
                                                               THREE MONTHS ENDED
                                                                    MARCH 31,
                                                              ---------------------
                                                                2003        2002
                                                              ---------   ---------
                                                                    
Net revenues................................................  $(184,848)  $(179,171)
                                                              =========   =========
Net loss before cumulative effect of a change in accounting
  principle.................................................  $ (20,689)  $ (17,107)
                                                              =========   =========
Net loss applicable to common stock.........................  $ (32,459)  $ (26,448)
                                                              =========   =========
Net loss per common share...................................  $   (0.32)  $   (0.26)
                                                              =========   =========
</Table>

3.  GOODWILL AND OTHER INTANGIBLE ASSETS

     The following is a summary of intangible assets at March 31, 2003 and
December 31, 2002.

<Table>
<Caption>
                                            MARCH 31, 2003               DECEMBER 31, 2002
                                       -------------------------   -----------------------------
                           ESTIMATED     GROSS
                             LIFE       CARRYING    ACCUMULATED    GROSS CARRYING   ACCUMULATED
                            (YEARS)      AMOUNT     AMORTIZATION       AMOUNT       AMORTIZATION
                           ---------   ----------   ------------   --------------   ------------
                                                                     
AMORTIZABLE INTANGIBLE
  ASSETS
Debt issuance costs and
  fees...................    7-10      $   57,565     $ 29,052       $   52,202       $ 27,533
Customer lists and
  contracts..............    7-10         375,176      208,933          371,787        196,084
Non-competition
  agreements.............    3-15          57,288       41,213           57,023         39,458
Site locations...........      15         950,764      192,706          937,773        177,016
Other....................    5-15          16,242        6,217           15,997          5,738
                                       ----------     --------       ----------       --------
                                       $1,457,035     $478,121       $1,434,782       $445,829
UNAMORTIZABLE INTANGIBLE
  ASSETS:
Goodwill.................              $1,433,569     $253,635       $1,432,063       $253,635
</Table>

     The changes in the carrying amount of goodwill for the three months ended
March 31, 2003 are as follows:

<Table>
                                                           
Balance as of December 31, 2002.............................  $1,432,063
Goodwill acquired during the quarter........................       1,506
Impairment losses...........................................          --
                                                              ----------
Balance as of March 31, 2003................................  $1,433,569
                                                              ==========
</Table>

4.  LONG-TERM DEBT

     On December 23, 2002, Lamar Media Corp. completed an offering of $260,000
7 1/4% Senior Subordinated Notes due 2013. These notes are unsecured senior
subordinated obligations and will be subordinated to all of Lamar Media's
existing and future senior debt, rank equally with all of Lamar Media's existing
and future senior subordinated debt and rank senior to any future subordinated
debt of Lamar Media. The net proceeds from the issuance and sale of these notes,
together with additional cash, was used to redeem all of the outstanding
$255,000 principle amount of Lamar Media's 9 5/8% Senior Subordinated Notes due
2006 on January 22, 2003 at a redemption price equal to 103.208% of the

                                       F-45

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

aggregate principle amount thereof plus accrued interest through the redemption
date of approximately $3,477 for a total redemption price of approximately
$266,657. The Company recorded a loss on the extinguishment of debt of $11,173
in the first quarter of 2003 which consists of a prepayment premium of $8,180
and associated debt issuance costs of $2,993.

5.  ASSET RETIREMENT OBLIGATION

     Effective January 1, 2003, the Company adopted Statement of Financial
Accounting Standard (SFAS) No. 143, "Accounting for Asset Retirement
Obligations," and recorded a loss of $11,679 as the cumulative effect of a
change in accounting principle, which is net of a tax benefit of $7,467. Prior
to our adoption of SFAS No. 143, the Company expensed these costs at the date of
retirement. Also, as of January 1, 2003, we recorded additions to property,
plant and equipment totaling $23,114 under the provisions of SFAS No. 143.

     All of our asset retirement obligations relate to the Company's structure
inventory that it considers would be retired upon dismantlement of the
advertising structure. The following table reflects information related to our
asset retirement obligations:

<Table>
<Caption>
                                                               MARCH 31, 2003
                                                               --------------
                                                            
Balance at beginning of period..............................      $33,467
Accretion expense...........................................          559
Liabilities settled.........................................         (118)
                                                                  -------
Balance at end of period....................................      $33,908
                                                                  =======
</Table>

     The following pro forma data summarizes the Company's net loss and net loss
per common share as if the Company had adopted the provisions of SFAS No. 143 on
January 1, 2002, including an associated pro forma asset retirement obligation
on that date of $30,875.

<Table>
<Caption>
                                                               MARCH 31, 2002
                                                               --------------
                                                            
Net loss applicable to common stock, as reported............      $(16,254)
Pro forma adjustments to reflect retroactive adoption of
  SFAS No. 143..............................................        (9,971)
                                                                  --------
Pro forma net loss applicable to common stock...............      $(26,225)
                                                                  ========
Net loss per common share -- basic and diluted:
Net loss, as reported.......................................      $  (0.16)
Net loss, pro forma.........................................      $  (0.26)
</Table>

6.  STOCK-BASED COMPENSATION

     The Company accounts for its stock option plan under the intrinsic value
method in accordance with the provisions of Accounting Principles Board (APB)
Opinion No. 25, "Accounting for Stock Issued to Employees", and related
interpretations. As such, compensation expense is recorded on the date of grant
only if the current market price of the underlying stock exceeds the exercise
price. SFAS No. 123, "Accounting for Stock-Based Compensation" and SFAS No. 148,
"Accounting for Stock-Based Compensation -- Transition and Disclosure an
amendment of FASB Statement No. 123," permits entities to recognize as expense
over the vesting period the fair value of all stock-based awards on the date of
grant. Alternatively, SFAS No. 123 also allows entities to continue to apply the
provisions of APB Opinion No. 25 and provide pro forma net income and pro forma
earnings per share disclosures for employee stock option grants made in 1995 and
future years as if the fair-value-based method defined in SFAS No. 123 has been
applied.

                                       F-46

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table illustrates the effect on net loss and loss per share
if we had applied the fair value recognition provisions of SFAS No. 123 to
stock-based employee compensation:

<Table>
<Caption>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2003       2002
                                                              --------   --------
                                                                   
Net loss applicable to common stock, as reported............  $(32,363)  $(16,254)
Deduct: Total stock based employee compensation expense
  determined under fair value based method for all awards,
  net of related tax effect.................................    (1,011)    (2,049)
                                                              --------   --------
Pro forma net loss applicable to common stock...............  $(33,374)  $(18,303)
                                                              ========   ========
Net loss per common share -- basic and diluted:
  Net loss, as reported.....................................  $  (0.32)  $  (0.16)
  Net loss, pro forma.......................................  $  (0.33)  $  (0.18)
</Table>

7.  SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES

     Separate financial statements of each of the Company's direct or indirect
wholly-owned subsidiaries that have guaranteed Lamar Media's obligations with
respect to its publicly issued notes (collectively, the Guarantors) are not
included herein because the Company has no independent assets or operations, the
guarantees are full and unconditional and joint and several and the only
subsidiary that is not a guarantor is considered to be minor. Lamar Media's
ability to make distributions to Lamar Advertising is restricted under the terms
of its bank credit facility and the indentures relating to Lamar Media's
outstanding notes. As of March 31, 2003 and December 31, 2002, the net assets
restricted as to transfers from Lamar Media Corp. to Lamar Advertising Company
in the form of cash dividends, loans or advances were $1,903,292 and $1,915,035,
respectively.

8.  EARNINGS PER SHARE

     Earnings per share are computed in accordance with SFAS No. 128, "Earnings
Per Share." The calculations of basic earnings per share exclude any dilutive
effect of stock options and convertible debt while diluted earning per share
includes the dilutive effect of stock options and convertible debt. The number
of potentially dilutive shares excluded from the calculation because of their
anti-dilutive effect are 6,590,096 and 6,957,782 for three months ended March
31, 2003 and 2002, respectively.

9.  ACCOUNTING PRONOUNCEMENTS

     In June 2002, the Financial Accounting Standards Board (FASB) issued SFAS
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities."
SFAS No. 146 addresses financial accounting and reporting for costs associated
with exit or disposal activities and nullified Emerging Issues Task Force (EITF)
Issue 94-3, "Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity." The provisions of this Statement are effective
for exit or disposal activities that are initiated after December 31, 2002, with
early application encouraged. The adoption of SFAS No. 146 did not have a
material effect on the Company's financial statements.

     In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others, an interpretation of FASB Statements No.
5, 57, and 107 and a rescission of FASB Interpretation No. 34." This
Interpretation elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under guarantees
issued. The Interpretation also clarifies that a guarantor is required to
recognize, at inception of a guarantee, a liability for the fair value of the
obligation

                                       F-47

                   LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

undertaken. The initial recognition and measurement provisions of the
Interpretation are applicable to guarantees issued or modified after December
31, 2002 and did not have a material effect on the Company's financial
statements.

     In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51." This
Interpretation addresses the consolidation by business enterprises of variable
interest entities as defined in the Interpretation. The Interpretation applies
immediately to variable interest in variable interest entities created after
January 31, 2003 and to variable interest entities obtained after January 31,
2003. The application of this Interpretation is not expected to have a material
effect on the Company's financial statements as the Company has no variable
interest entities. The Interpretation requires certain disclosures in financial
statements issued after January 31, 2003, if it is reasonably possible that the
Company will consolidate or disclose information about variable interest
entities when the Interpretation becomes effective.

     In April 2003, the FASB issued Statement of Financial Accounting Standard
(SFAS) No. 149, "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities," which amends and clarifies financial accounting and
reporting for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for
hedging activities under FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The Company is required to adopt SFAS No.
149 for all contracts entered into or modified after June 30, 2003, except for
certain hedging relationships designated after June 30, 2003 pursuant to the
guidance in SFAS No. 149. The Company does not expect adoption to have an impact
on its consolidated financial statements.

                                       F-48


                       LAMAR MEDIA CORP. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                               MARCH 31,    DECEMBER 31,
                                                                 2003           2002
                                                              -----------   -------------
                                                                      (UNAUDITED)
                                                              (IN THOUSANDS, EXCEPT SHARE
                                                                  AND PER SHARE DATA)
                                                                      
                                         ASSETS
Current assets:
  Cash and cash equivalents.................................  $    7,870     $   15,610
  Cash on deposit for debt extinguishment...................          --        266,657
  Receivables, net of allowance for doubtful accounts of
     $4,543 and $4,914 in 2003 and 2002, respectively.......      90,959         92,295
  Prepaid expenses..........................................      41,874         30,091
  Deferred income tax asset.................................       5,758          6,428
  Other current assets......................................      22,504         14,293
                                                              ----------     ----------
     Total current assets...................................     168,965        425,374
                                                              ----------     ----------
Property, plant and equipment...............................   1,889,612      1,850,657
  Less accumulated depreciation and amortization............    (603,223)      (566,889)
                                                              ----------     ----------
     Net property, plant and equipment......................   1,286,389      1,283,768
                                                              ----------     ----------
Goodwill....................................................   1,179,953      1,171,595
Intangible assets...........................................     959,333        975,998
Other assets -- non-current.................................      19,004         18,174
                                                              ----------     ----------
     Total assets...........................................  $3,613,644     $3,874,909
                                                              ==========     ==========

                          LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
  Trade accounts payable....................................  $   10,421     $   10,051
  Current maturities of long-term debt......................       5,663          4,687
  Current maturities related to debt extinguishment.........          --        255,000
  Accrued expenses..........................................      15,113         25,981
  Deferred income...........................................      15,060         13,942
                                                              ----------     ----------
     Total current liabilities..............................      46,257        309,661
                                                              ----------     ----------
Long-term debt..............................................   1,445,000      1,447,246
Deferred income taxes.......................................     111,877        129,924
Other liabilities...........................................      41,243          7,366
                                                              ----------     ----------
     Total liabilities......................................   1,644,377      1,894,197
                                                              ----------     ----------
Stockholder's equity:
  Common stock, $0.01 par value, authorized 3,000 shares;
     100 shares issued and outstanding at March 31, 2003 and
     December 31, 2002, respectively........................          --             --
  Additional paid-in capital................................   2,299,901      2,281,901
  Accumulated deficit.......................................    (330,634)      (301,189)
                                                              ----------     ----------
     Stockholder's equity...................................   1,969,267      1,980,712
                                                              ----------     ----------
     Total liabilities and stockholder's equity.............  $3,613,644     $3,874,909
                                                              ==========     ==========
</Table>

     See accompanying notes to condensed consolidated financial statements.
                                       F-49


                       LAMAR MEDIA CORP. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2003       2002
                                                              --------   --------
                                                                  (UNAUDITED)
                                                                (IN THOUSANDS)
                                                                   
Net revenues................................................  $184,221   $176,538
                                                              --------   --------
Operating expenses (income)
  Direct advertising expenses...............................    71,557     67,227
  General and administrative expenses.......................    42,820     41,134
  Depreciation and amortization.............................    66,682     66,288
  Gain on disposition of assets.............................       (30)       (89)
                                                              --------   --------
                                                               181,029    174,560
                                                              --------   --------
  Operating income..........................................     3,192      1,978
Other expense (income)
  Loss on extinguishment of debt............................    11,173         --
  Interest income...........................................      (118)      (221)
  Interest expense..........................................    19,986     23,003
                                                              --------   --------
                                                                31,041     22,782
                                                              --------   --------
Loss before income tax benefit and cumulative effect of a
  change in accounting principle............................   (27,849)   (20,804)
Income tax benefit..........................................   (10,083)    (7,473)
                                                              --------   --------
Loss before cumulative effect of a change in accounting
  principle.................................................   (17,766)   (13,331)
Cumulative effect of a change in accounting principle, net
  of tax benefit............................................   (11,679)       (--)
                                                              --------   --------
Net loss....................................................   (29,445)   (13,331)
                                                              ========   ========
</Table>

     See accompanying notes to condensed consolidated financial statements.
                                       F-50


                       LAMAR MEDIA CORP. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                               THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              --------------------
                                                                2003        2002
                                                              ---------   --------
                                                                  (UNAUDITED)
                                                                 (IN THOUSANDS)
                                                                    
Cash flows from operating activities:
  Net loss..................................................  $ (29,445)  $(13,331)
  Adjustments to reconcile net loss to net cash provided by
     operating activities:
     Depreciation and amortization..........................     66,682     66,288
     Gain on disposition of assets..........................        (30)       (89)
     Deferred tax benefit...................................    (10,177)    (2,200)
     Provision for doubtful accounts........................      2,325      2,744
     Loss on debt extinguishment............................     11,173         --
     Cumulative effect of change in accounting principle....     11,679         --
  Changes in operating assets and liabilities:
     (Increase) decrease in:
       Receivables..........................................     (8,389)    (7,791)
       Prepaid expenses.....................................    (11,533)   (11,773)
       Other assets.........................................     (1,169)    (7,274)
     Increase (decrease) in:
       Trade accounts payable...............................        371      1,652
       Accrued expenses.....................................    (11,290)    (7,152)
       Other liabilities....................................         31         57
       Deferred income......................................      1,082      2,085
                                                              ---------   --------
          Net cash provided by operating activities.........     21,310     23,216
                                                              ---------   --------
Cash flows from investing activities:
  Acquisition of new markets................................     (6,032)   (37,842)
  Capital expenditures......................................    (17,808)   (14,121)
  Proceeds from disposition of assets.......................        938        701
                                                              ---------   --------
          Net cash used in investing activities.............    (22,902)   (51,262)
                                                              ---------   --------
Cash flows from financing activities:
  Debt issuance costs.......................................     (8,356)    (1,050)
  Principle payments and repayment premiums on long-term
     debt...................................................   (264,449)   (16,668)
  Cash from deposits for debt extinguishment................    266,657         --
  Net borrowings under credit agreements....................         --     60,000
                                                              ---------   --------
          Net cash (used in) provided by financing
            activities......................................     (6,148)    42,282
                                                              ---------   --------
  Net (decrease) increase in cash and cash equivalents......     (7,740)    14,236
  Cash and cash equivalents at beginning of period..........     15,610     12,885
                                                              ---------   --------
  Cash and cash equivalents at end of period................  $   7,870   $ 27,121
                                                              =========   ========
Supplemental disclosures of cash flow information:
  Cash paid for interest....................................  $  20,245   $ 30,343
                                                              =========   ========
  Cash paid for state and federal income taxes..............  $     146   $    311
                                                              =========   ========
  Parent company stock contributed for acquisitions.........  $  18,000   $ 38,000
                                                              =========   ========
</Table>

     See accompanying notes to condensed consolidated financial statements.
                                       F-51


                       LAMAR MEDIA CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                     (IN THOUSANDS, EXCEPT FOR SHARE DATA)

1.  SIGNIFICANT ACCOUNTING POLICIES

     The information included in the foregoing interim consolidated financial
statements is unaudited. In the opinion of management all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
Lamar Media's financial position and results of operations for the interim
periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the entire year. These condensed consolidated financial statements should be
read in conjunction with Lamar Media's consolidated financial statements and the
notes thereto included in the 2002 Combined Form 10-K.

     Certain amounts in the prior year's condensed consolidated financial
statements have been reclassified to conform with the current year presentation.
These reclassifications had no effect on previously reported results of
operations.

     Certain footnotes are not provided for the accompanying consolidated
financial statements as the information in notes 2, 3, 4, 5, 7, 8 and 9 to the
condensed consolidated financial statements of Lamar Advertising Company
included elsewhere in this report is substantially equivalent to that required
for the condensed consolidated financial statements of Lamar Media Corp.
Earnings per share data is not provided for the operating results of Lamar Media
Corp. as it is a wholly-owned subsidiary of Lamar Advertising Company.

                                       F-52


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Section 145 of the Delaware General Corporation Law (the "DGCL") grants us
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 our director, officer, employee or agent, or is or was serving
at our request 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 our best interests, 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 our right where the person involved is adjudged to
be liable to us except to the extent approved by a court.

     Our By-laws provide that any person who is made a party to any action or
proceeding because such person is or was our director or officer 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 of our shareholders or directors has not acted, with
willful or intentional misconduct. The indemnification provided for in our
By-laws is expressly not exclusive of any other rights to which those seeking
indemnification may be entitled as a matter of law.

     Our Certificate of Incorporation provides that our directors will not be
personally liable to us or our 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 us or our 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.

     We carry Directors' and Officers' insurance which covers our directors and
officers against certain liabilities they may incur when acting in their
capacity as directors or officers.

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) See Exhibit Index immediately following the signature page.

ITEM 22.  UNDERTAKINGS

     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 foregoing provisions, 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.

                                       II-1


     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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement 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.

     The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

     The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

     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 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)(4) 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; and

     (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.

                                       II-2


                                   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-4 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 July 29, 2003.

                                          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 the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

             /s/ KEVIN P. REILLY, JR.               Director and Principal Executive    July 29, 2003
- --------------------------------------------------               Officer
               Kevin P. Reilly, Jr.


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------       and Accounting Officer
                  Keith A. Istre


              /s/ GERALD H. MARCHAND                            Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                          Director                July 29, 2003
- --------------------------------------------------
             T. Everett Stewart, Jr.


                 /s/ SEAN REILLY                                Director                July 29, 2003
- --------------------------------------------------
                   Sean Reilly
</Table>

                                       II-3


                                   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-4 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 July 29, 2003.

                                          AMERICAN SIGNS, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

                 /s/ SEAN REILLY                    Director and Principal Executive    July 29, 2003
- --------------------------------------------------               Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------       and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                           Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                            Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                          Director                July 29, 2003
- --------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                       II-4


                                   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-4 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 July 29, 2003.

                                          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 the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

             /s/ KEVIN P. REILLY, JR.                Director and Principal Executive     July 29, 2003
 ------------------------------------------------                 Officer
               Kevin P. Reilly, Jr.


                /s/ KEITH A. ISTRE                   Director and Principal Financial     July 29, 2003
 ------------------------------------------------         and Accounting Officer
                  Keith A. Istre


                 /s/ SEAN REILLY                                 Director                 July 29, 2003
 ------------------------------------------------
                   Sean Reilly


              /s/ GERALD H. MARCHAND                             Director                 July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                           Director                 July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.


INTERSTATE LOGOS, L.L.C.                                 Sole and Managing Member         July 29, 2003

 By:    LAMAR MEDIA CORP.,
        its sole and managing member


 By:             /s/ KEVIN P. REILLY, JR.
        -----------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

                                       II-5


                                   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-4 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 July 29, 2003.

                                          COLORADO LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

           /s/ T. EVERETT STEWART, JR.                        Director and              July 29, 2003
- --------------------------------------------------     Principal Executive Officer
             T. Everett Stewart, Jr.


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------                 and
                  Keith A. Istre                           Accounting Officer


                 /s/ SEAN REILLY                                Director                July 29, 2003
- --------------------------------------------------
                   Sean Reilly


              /s/ GERALD H. MARCHAND                            Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand


             /s/ KEVIN P. REILLY, JR.                           Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.
</Table>

                                       II-6


                                   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-4 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 July 29, 2003.

                                          DELAWARE LOGOS, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------                 Officer
                   Sean Reilly                         (Principal Executive Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------                 Officer
                  Keith A. Istre                    (Principal Financial and Accounting
                                                                 Officer)


INTERSTATE LOGOS, L.L.C.                                Sole and Managing Member**        July 29, 2003


 By:    LAMAR MEDIA CORP.
        Sole and Managing Member


 By:             /s/ KEVIN P. REILLY, JR.
        -----------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

** The Registrant has no directors or managers.

                                       II-7


                                   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-4 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 July 29, 2003.

                                          FLORIDA LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

           /s/ T. EVERETT STEWART, JR.                        Director and              July 29, 2003
- --------------------------------------------------     Principal Executive Officer
             T. Everett Stewart, Jr.


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------                 and
                  Keith A. Istre                           Accounting Officer


             /s/ KEVIN P. REILLY, JR.                           Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


                 /s/ SEAN REILLY                                Director                July 29, 2003
- --------------------------------------------------
                   Sean Reilly


              /s/ GERALD H. MARCHAND                            Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand
</Table>

                                       II-8


                                   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-4 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 July 29, 2003.

                                          GEORGIA LOGOS, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers a of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                    President and Chief Operating Officer   July 29, 2003
 ------------------------------------------------       (Principal Executive Officer)
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Treasurer and Chief Financial Officer   July 29, 2003
 ------------------------------------------------    (Principal Financial and Accounting
                  Keith A. Istre                                  Officer)


INTERSTATE LOGOS, L.L.C.                                 Sole and Managing Member**         July 29, 2003


 By:    LAMAR MEDIA CORP.,
        its Sole and Managing Member


 By:             /s/ KEVIN P. REILLY, JR.
        -----------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

** The Registrant has no directors or managers.

                                       II-9


                                   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-4 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 July 29, 2003.

                                          HARDIN DEVELOPMENT CORPORATION

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                      Director and Principal Executive    July 29, 2003
 ------------------------------------------------                 Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                    Director and Principal Financial    July 29, 2003
 ------------------------------------------------          and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-10


                                   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-4 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 July 29, 2003.

                                          INTERSTATE LOGOS, L.L.C.

                                          BY:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        SEAN REILLY
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------       Officer (Principal Executive
                   Sean Reilly                                    Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------     Officer (Principal Financial and
                  Keith A. Istre                            Accounting Officer)


LAMAR MEDIA CORP                                         Sole and Managing Member**       July 29, 2003


 By:             /s/ KEVIN P. REILLY, JR.
        ------------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

** The Registrant has no directors or managers.

                                      II-11


                                   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-4 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 July 29, 2003.

                                          KANSAS LOGOS INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

           /s/ T. EVERETT STEWART, JR.                        Director and              July 29, 2003
- --------------------------------------------------     Principal Executive Officer
             T. Everett Stewart, Jr.


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------                 and
                  Keith A. Istre                           Accounting Officer


             /s/ KEVIN P. REILLY, JR.                           Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


                 /s/ SEAN REILLY                                Director                July 29, 2003
- --------------------------------------------------
                   Sean Reilly


              /s/ GERALD H. MARCHAND                            Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand
</Table>

                                      II-12


                                   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-4 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 July 29, 2003.

                                          KENTUCKY LOGOS, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------       Officer (Principal Executive
                   Sean Reilly                                    Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------     Officer (Principal Financial and
                  Keith A. Istre                            Accounting Officer)


INTERSTATE LOGOS, L.L.C.                                 Sole and Managing Member**       July 29, 2003


 By:    LAMAR MEDIA CORP.,
        its Sole and Managing Member


 By:             /s/ KEVIN P. REILLY, JR.
        -----------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

** The Registrant has no directors or managers.

                                      II-13


                                   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-4 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 July 29, 2003.

                                          LAMAR ADVAN, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

                 /s/ SEAN REILLY                    Director and Principal Executive    July 29, 2003
- --------------------------------------------------               Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------       and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                           Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                            Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                          Director                July 29, 2003
- --------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-14


                                   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-4 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 July 29, 2003.

                                          LAMAR ADVANTAGE GP COMPANY, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                    President and Chief Operating Officer   July 29, 2003
 ------------------------------------------------       (Principal Executive Officer)
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Treasurer and Chief Financial Officer   July 29, 2003
 ------------------------------------------------    (Principal Financial and Accounting
                  Keith A. Istre                                  Officer)


LAMAR CENTRAL OUTDOOR, INC                               Sole and Managing Member**         July 29, 2003


 By:                 /s/ SEAN REILLY
        -----------------------------------------
                       Sean Reilly
                        President
</Table>

** The Registrant has no directors or managers.

                                      II-15


                                   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-4 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 July 29, 2003.

                                          LAMAR ADVANTAGE HOLDING COMPANY

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

                 /s/ SEAN REILLY                    Director and Principal Executive    July 29, 2003
- --------------------------------------------------               Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------       and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                           Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                            Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                          Director                July 29, 2003
- --------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-16


                                   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-4 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 July 29, 2003.

                                          LAMAR ADVANTAGE LP COMPANY, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                    President and Chief Operating Officer   July 29, 2003
 ------------------------------------------------       (Principal Executive Officer)
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Treasurer and Chief Financial Officer   July 29, 2003
 ------------------------------------------------         (Principal Financial and
                  Keith A. Istre                             Accounting Officer)


            LAMAR CENTRAL OUTDOOR, INC                   Sole and Managing Member**         July 29, 2003


 By:                 /s/ SEAN REILLY
        ------------------------------------------
                       Sean Reilly
                        President
</Table>

** The Registrant has no directors or managers.

                                      II-17


                                   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-4 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 July 29, 2003.

                                          LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------      Officer (Principal Executive
                   Sean Reilly                                   Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------    Officer (Principal Financial and
                  Keith A. Istre                            Accounting Officer)


         LAMAR ADVANTAGE GP COMPANY, LLC                      General Partner             July 29, 2003

 By:           LAMAR CENTRAL OUTDOOR, INC.
                   its Managing Member


 By:                 /s/ SEAN REILLY
        -----------------------------------------
                       Sean Reilly
                        President
</Table>

                                      II-18


                                   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-4 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 July 29, 2003.

                                          LAMAR ADVERTISING OF COLORADO SPRINGS,
                                          INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                      DATE
                    ---------                                      -----                      ----
                                                                                 

                 /s/ SEAN REILLY                               Director and               July 29, 2003
- --------------------------------------------------      Principal Executive Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                   Director and Principal Financial     July 29, 2003
- --------------------------------------------------                  and
                  Keith A. Istre                            Accounting Officer


             /s/ KEVIN P. REILLY, JR.                            Director                 July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                             Director                 July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                           Director                 July 29, 2003
- --------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-19


                                   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-4 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 July 29, 2003.

                                          LAMAR ADVERTISING OF KENTUCKY, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

                 /s/ SEAN REILLY                    Director and Principal Executive    July 29, 2003
- --------------------------------------------------               Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------       and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                           Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                            Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                          Director                July 29, 2003
- --------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-20


                                   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-4 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 July 29, 2003.

                                          LAMAR ADVERTISING OF LOUISIANA, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------       Officer (Principal Executive
                   Sean Reilly                                    Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------     Officer (Principal Financial and
                  Keith A. Istre                            Accounting Officer)


THE LAMAR COMPANY, L.L.C.                                Sole and Managing Member**       July 29, 2003


 By:    LAMAR MEDIA CORP.
        Sole and Managing Member


 By:             /s/ KEVIN P. REILLY, JR.
        -----------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

** The Registrant has no directors or managers.

                                      II-21


                                   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-4 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 July 29, 2003.

                                          LAMAR ADVERTISING OF MICHIGAN, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

                 /s/ SEAN REILLY                    Director and Principal Executive    July 29, 2003
- --------------------------------------------------               Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------       and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                           Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                            Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                          Director                July 29, 2003
- --------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-22


                                   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-4 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 July 29, 2003.

                                          LAMAR ADVERTISING OF OKLAHOMA, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

                 /s/ SEAN REILLY                    Director and Principal Executive    July 29, 2003
- --------------------------------------------------               Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------       and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                           Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                            Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                          Director                July 29, 2003
- --------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-23


                                   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-4 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 July 29, 2003.

                                          LAMAR ADVERTISING OF PENN, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------      Officer (Principal Executive
                   Sean Reilly                                   Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------    Officer (Principal Financial and
                  Keith A. Istre                            Accounting Officer)


            THE LAMAR COMPANY, L.L.C.                   Sole and Managing Member**        July 29, 2003

 By:    LAMAR MEDIA CORP.,
        its Sole and Managing Member


 By:             /s/ KEVIN P. REILLY, JR.
        -----------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

** The Registrant has no directors or managers.

                                      II-24


                                   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-4 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 July 29, 2003.

                                          LAMAR ADVERTISING OF SOUTH DAKOTA,
                                          INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

                 /s/ SEAN REILLY                    Director and Principal Executive    July 29, 2003
- --------------------------------------------------               Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------       and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                           Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                            Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                          Director                July 29, 2003
- --------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-25


                                   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-4 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 July 29, 2003.

                                          LAMAR ADVERTISING OF YOUNGSTOWN, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

                 /s/ SEAN REILLY                    Director and Principal Executive    July 29, 2003
- --------------------------------------------------               Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------       and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                           Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                            Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                          Director                July 29, 2003
- --------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-26


                                   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-4 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 July 29, 2003.

                                          LAMAR ADVERTISING SOUTHWEST, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

                 /s/ SEAN REILLY                    Director and Principal Executive    July 29, 2003
- --------------------------------------------------               Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------       and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                           Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                            Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                          Director                July 29, 2003
- --------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-27


                                   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-4 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 July 29, 2003.

                                          LAMAR AIR, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------                 Officer
                   Sean Reilly                         (Principal Executive Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------                 Officer
                  Keith A. Istre                    (Principal Financial and Accounting
                                                                 Officer)


            THE LAMAR COMPANY, L.L.C.                   Sole and Managing Member**        July 29, 2003

 By:    LAMAR MEDIA CORP.,
        its Sole and Managing Member


 By:             /s/ KEVIN P. REILLY, JR.
        ------------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

** The Registrant has no directors or managers.

                                      II-28


                                   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-4 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 July 29, 2003.

                                          LAMAR BENCHES, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                      Director and Principal Executive    July 29, 2003
 ------------------------------------------------                 Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                    Director and Principal Financial    July 29, 2003
 ------------------------------------------------          and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-29


                                   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-4 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 July 29, 2003.

                                          LAMAR CENTRAL OUTDOOR, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                      Director and Principal Executive    July 29, 2003
 ------------------------------------------------                 Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                    Director and Principal Financial    July 29, 2003
 ------------------------------------------------          and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-30


                                   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-4 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 July 29, 2003.

                                          LAMAR DOA TENNESSEE HOLDINGS, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
              SIGNATURE                                 TITLE                       DATE
              ---------                                 -----                       ----
                                                                       

           /s/ SEAN REILLY                 Director and Principal Executive     July 29, 2003
- --------------------------------------                 Officer
             Sean Reilly


          /s/ KEITH A. ISTRE             Director and Principal Financial and   July 29, 2003
- --------------------------------------            Accounting Officer
            Keith A. Istre


       /s/ KEVIN P. REILLY, JR.                        Director                 July 29, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.


        /s/ GERALD H. MARCHAND                         Director                 July 29, 2003
- --------------------------------------
          Gerald H. Marchand


     /s/ T. EVERETT STEWART, JR.                       Director                 July 29, 2003
- --------------------------------------
       T. Everett Stewart, Jr.
</Table>

                                      II-31


                                   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-4 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 July 29, 2003.

                                          LAMAR DOA TENNESSEE, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                      DATE
                    ---------                                      -----                      ----
                                                                                 

                 /s/ SEAN REILLY                      Director and Principal Executive    July 29, 2003
- --------------------------------------------------                Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                    Director and Principal Financial    July 29, 2003
- --------------------------------------------------         and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                July 29, 2003
- --------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-32


                                   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-4 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 July 29, 2003.

                                          LAMAR ELECTRICAL, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
              SIGNATURE                                 TITLE                       DATE
              ---------                                 -----                       ----
                                                                       

           /s/ SEAN REILLY                 Director and Principal Executive     July 29, 2003
- --------------------------------------                 Officer
             Sean Reilly


          /s/ KEITH A. ISTRE             Director and Principal Financial and   July 29, 2003
- --------------------------------------            Accounting Officer
            Keith A. Istre


       /s/ KEVIN P. REILLY, JR.                        Director                 July 29, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.


        /s/ GERALD H. MARCHAND                         Director                 July 29, 2003
- --------------------------------------
          Gerald H. Marchand


     /s/ T. EVERETT STEWART, JR.                       Director                 July 29, 2003
- --------------------------------------
       T. Everett Stewart, Jr.
</Table>

                                      II-33


                                   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-4 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 July 29, 2003.

                                          LAMAR FLORIDA, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
              SIGNATURE                                TITLE                       DATE
              ---------                                -----                       ----
                                                                     

           /s/ SEAN REILLY                Director and Principal Executive    July 29, 2003
- --------------------------------------                Officer
             Sean Reilly


          /s/ KEITH A. ISTRE              Director and Principal Financial    July 29, 2003
- --------------------------------------         and Accounting Officer
            Keith A. Istre


       /s/ KEVIN P. REILLY, JR.                       Director                July 29, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.


        /s/ GERALD H. MARCHAND                        Director                July 29, 2003
- --------------------------------------
          Gerald H. Marchand


     /s/ T. EVERETT STEWART, JR.                      Director                July 29, 2003
- --------------------------------------
       T. Everett Stewart, Jr.
</Table>

                                      II-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-4 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 July 29, 2003.

                                          LAMAR I-40 WEST, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                      Director and Principal Executive      July 29, 2003
 ------------------------------------------------                  Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial and    July 29, 2003
 ------------------------------------------------            Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                  July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                  July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                  July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-35


                                   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-4 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 July 29, 2003.

                                          LAMAR OCI NORTH CORPORATION

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                      Director and Principal Executive      July 29, 2003
 ------------------------------------------------                  Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial and    July 29, 2003
 ------------------------------------------------            Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                  July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                  July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                  July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-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-4 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 July 29, 2003.

                                          LAMAR OCI SOUTH CORPORATION

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                      Director and Principal Executive      July 29, 2003
 ------------------------------------------------                  Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial and    July 29, 2003
 ------------------------------------------------            Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                  July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                  July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                  July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-37


                                   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-4 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 July 29, 2003.

                                          LAMAR OHIO OUTDOOR HOLDING CORP.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                      Director and Principal Executive      July 29, 2003
 ------------------------------------------------                  Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial and    July 29, 2003
 ------------------------------------------------            Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                  July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                  July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                  July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-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-4 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 July 29, 2003.

                                          LAMAR OKLAHOMA HOLDING COMPANY, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                      Director and Principal Executive    July 29, 2003
 ------------------------------------------------                 Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                    Director and Principal Financial    July 29, 2003
 ------------------------------------------------          and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-39


                                   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-4 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 July 29, 2003.

                                          LAMAR PENSACOLA TRANSIT, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                      Director and Principal Executive    July 29, 2003
 ------------------------------------------------                 Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                    Director and Principal Financial    July 29, 2003
 ------------------------------------------------          and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-40


                                   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-4 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 July 29, 2003.

                                          LAMAR PINNACLE ACQUISITION CO.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                      Director and Principal Executive    July 29, 2003
 ------------------------------------------------                 Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                    Director and Principal Financial    July 29, 2003
 ------------------------------------------------          and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-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-4 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 July 29, 2003.

                                          LAMAR T.T.R., L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                    President and Chief Operating Officer   July 29, 2003
 ------------------------------------------------       (Principal Executive Officer)
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Treasurer and Chief Financial Officer   July 29, 2003
 ------------------------------------------------    (Principal Financial and Accounting
                  Keith A. Istre                                  Officer)


      LAMAR ADVERTISING OF YOUNGSTOWN, INC.              Sole and Managing Member**         July 29, 2003

 By:                 /s/ SEAN REILLY
        ------------------------------------------
                       Sean Reilly
                        President
</Table>

** The Registrant has no directors or managers.

                                      II-42


                                   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-4 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 July 29, 2003.

                                          LAMAR TENNESSEE, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                    President and Chief Operating Officer   July 29, 2003
 ------------------------------------------------       (Principal Executive Officer)
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Treasurer and Chief Financial Officer   July 29, 2003
 ------------------------------------------------         (Principal Financial and
                  Keith A. Istre                             Accounting Officer)


            THE LAMAR COMPANY, L.L.C.                    Sole and Managing Member**         July 29, 2003

 By:                LAMAR MEDIA CORP.,
               its Sole and Managing Member


 By:             /s/ KEVIN P. REILLY, JR.
        -----------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

** The Registrant has no directors or managers.

                                      II-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-4 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 July 29, 2003.

                                          LAMAR TEXAS GENERAL PARTNER, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                      Director and Principal Executive      July 29, 2003
 ------------------------------------------------                  Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial and    July 29, 2003
 ------------------------------------------------            Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                  July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                  July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                  July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-44


                                   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-4 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 July 29, 2003.

                                          LAMAR TEXAS LIMITED PARTNERSHIP

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                    President and Chief Operating Officer   July 29, 2003
 ------------------------------------------------     (Principal Executive Officer) and
                   Sean Reilly                         Director of the General Partner


                /s/ KEITH A. ISTRE                  Treasurer and Chief Executive Officer   July 29, 2003
 ------------------------------------------------    (Principal Financial and Accounting
                  Keith A. Istre                    Officer) and Director of the General
                                                                   Partner


        LAMAR TEXAS GENERAL PARTNER, INC.                      General Partner              July 29, 2003


 By:                 /s/ SEAN REILLY
        -----------------------------------------
                       Sean Reilly
                        President


             /s/ KEVIN P. REILLY, JR.                            Director**                 July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.
</Table>

                                      II-45


<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----

                                                                                   

              /s/ GERALD H. MARCHAND                             Director**                 July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                           Director**                 July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

** Director of the General Partner.

                                      II-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-4 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 July 29, 2003.

                                          LAMAR TRANSIT ADVERTISING OF
                                          NEW ORLEANS, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------      Officer (Principal Executive
                   Sean Reilly                                   Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------     Officer(Principal Financial and
                  Keith A. Istre                            Accounting Officer)


TRIUMPH OUTDOOR HOLDINGS, LLC                           Sole and Managing Member**        July 29, 2003


 By:    LAMAR MEDIA CORP.
        Sole and Managing Member


 By:                 /s/ SEAN REILLY
        -----------------------------------------
                       Sean Reilly
                        President
</Table>

** The Registrant has no directors or managers.

                                      II-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-4 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 July 29, 2003.

                                          LC BILLBOARD, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------      Officer (Principal Executive
                   Sean Reilly                                   Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------    Officer (Principal Financial and
                  Keith A. Istre                            Accounting Officer)


INTERSTATE LOGOS, L.L.C.                                Sole and Managing Member**        July 29, 2003


 By:    LAMAR MEDIA CORP.
        Sole and Managing Member


 By:             /s/ KEVIN P. REILLY, JR.
        -----------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

** The Registrant has no directors or managers.

                                      II-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-4 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 July 29, 2003.

                                          MAINE LOGOS, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------      Officer (Principal Executive
                   Sean Reilly                                   Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------    Officer (Principal Financial and
                  Keith A. Istre                            Accounting Officer)


INTERSTATE LOGOS, L.L.C.                                Sole and Managing Member**        July 29, 2003


 By:    LAMAR MEDIA CORP.
        Sole and Managing Member


 By:             /s/ KEVIN P. REILLY, JR.
        -----------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

** The Registrant has no directors or managers.

                                      II-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-4 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 July 29, 2003.

                                          MICHIGAN LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

           /s/ T. EVERETT STEWART, JR.              Director and Principal Executive    July 29, 2003
- --------------------------------------------------               Officer
             T. Everett Stewart, Jr.


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------       and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                           Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


                 /s/ SEAN REILLY                                Director                July 29, 2003
- --------------------------------------------------
                   Sean Reilly


              /s/ GERALD H. MARCHAND                            Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand
</Table>

                                      II-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-4 and has duly caused this Amendment No. 2
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29,
2003.

                                          MINNESOTA LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

           /s/ T. EVERETT STEWART, JR.              Director and Principal Executive    July 29, 2003
- --------------------------------------------------               Officer
             T. Everett Stewart, Jr.


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------       and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                           Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


                 /s/ SEAN REILLY                                Director                July 29, 2003
- --------------------------------------------------
                   Sean Reilly


              /s/ GERALD H. MARCHAND                            Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand
</Table>

                                      II-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-4 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 July 29, 2003.

                                          MISSISSIPPI LOGOS, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------      Officer (Principal Executive
                   Sean Reilly                                   Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------    Officer (Principal Financial and
                  Keith A. Istre                            Accounting Officer)


INTERSTATE LOGOS, L.L.C.,                               Sole and Managing Member**        July 29, 2003

 By:    LAMAR MEDIA CORP.,
        its Managing Member


 By:             /s/ KEVIN P. REILLY, JR.
        -----------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

** The Registrant has no directors or managers.

                                      II-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-4 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 July 29, 2003.

                                          MISSOURI LOGOS, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------      Officer (Principal Executive
                   Sean Reilly                                   Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------    Officer (Principal Financial and
                  Keith A. Istre                            Accounting Officer)

INTERSTATE LOGOS, L.L.C.,                               Sole and Managing Member**        July 29, 2003

 By:    LAMAR MEDIA CORP.,
        its Sole and Managing
        Member


 By:             /s/ KEVIN P. REILLY, JR.
        -----------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

** The Registrant has no directors or managers.

                                      II-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-4 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 July 29, 2003.

                                          NEBRASKA LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

           /s/ T. EVERETT STEWART, JR.              Director and Principal Executive    July 29, 2003
- --------------------------------------------------               Officer
             T. Everett Stewart, Jr.


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------       and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                           Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


                 /s/ SEAN REILLY                                Director                July 29, 2003
- --------------------------------------------------
                   Sean Reilly


              /s/ GERALD H. MARCHAND                            Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand
</Table>

                                      II-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-4 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 July 29, 2003.

                                          NEVADA LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

           /s/ T. EVERETT STEWART, JR.                Director and Principal Executive      July 29, 2003
 ------------------------------------------------                  Officer
             T. Everett Stewart, Jr.


                /s/ KEITH A. ISTRE                  Director and Principal Financial and    July 29, 2003
 ------------------------------------------------            Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                  July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


                 /s/ SEAN REILLY                                  Director                  July 29, 2003
 ------------------------------------------------
                   Sean Reilly


              /s/ GERALD H. MARCHAND                              Director                  July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand
</Table>

                                      II-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-4 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 July 29, 2003.

                                          NEW JERSEY LOGOS, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------                 Officer
                   Sean Reilly                         (Principal Executive Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------                 Officer
                  Keith A. Istre                          (Principal Financial and
                                                            Accounting Officer)


INTERSTATE LOGOS, L.L.C.,                                Sole and Managing Member**       July 29, 2003


 By:    LAMAR MEDIA CORP.,
        its Sole and Managing Member


 By:             /s/ KEVIN P. REILLY, JR.
        -----------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

** The Registrant has no directors or managers.

                                      II-56


                                   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-4 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 July 29, 2003.

                                          NEW MEXICO LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

           /s/ T. EVERETT STEWART, JR.                Director and Principal Executive    July 29, 2003
 ------------------------------------------------                 Officer
             T. Everett Stewart, Jr.


                /s/ KEITH A. ISTRE                    Director and Principal Financial    July 29, 2003
 ------------------------------------------------          and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


                 /s/ SEAN REILLY                                  Director                July 29, 2003
 ------------------------------------------------
                   Sean Reilly


              /s/ GERALD H. MARCHAND                              Director                July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand
</Table>

                                      II-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-4 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 July 29, 2003.

                                          OHIO LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

           /s/ T. EVERETT STEWART, JR.                Director and Principal Executive    July 29, 2003
 ------------------------------------------------                 Officer
             T. Everett Stewart, Jr.


                /s/ KEITH A. ISTRE                    Director and Principal Financial    July 29, 2003
 ------------------------------------------------          and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


                 /s/ SEAN REILLY                                  Director                July 29, 2003
 ------------------------------------------------
                   Sean Reilly


              /s/ GERALD H. MARCHAND                              Director                July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand
</Table>

                                      II-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-4 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 July 29, 2003.

                                          OKLAHOMA LOGOS, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
              SIGNATURE                                 TITLE                       DATE
              ---------                                 -----                       ----
                                                                       

           /s/ SEAN REILLY                  President and Chief Operating       July 29, 2003
- --------------------------------------       Officer (Principal Executive
             Sean Reilly                               Officer)


          /s/ KEITH A. ISTRE                Treasurer and Chief Financial       July 29, 2003
- --------------------------------------     Officer (Principal Financial and
            Keith A. Istre                       Accounting Officer)


INTERSTATE LOGOS, L.L.C.,                     Sole and Managing Member**        July 29, 2003


 By:    LAMAR MEDIA CORP.,
        its Sole and Managing Member


 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer
</Table>

** The Registrant has no directors or managers.

                                      II-59


                                   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-4 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 July 29, 2003.

                                          OUTDOOR MARKETING SYSTEMS, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                      Director and Principal Executive      July 29, 2003
 ------------------------------------------------                  Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial and    July 29, 2003
 ------------------------------------------------            Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                  July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                  July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                  July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-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-4 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 July 29, 2003.

                                          OUTDOOR MARKETING SYSTEMS, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------                 Officer
                   Sean Reilly                         (Principal Executive Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------                 Officer
                  Keith A. Istre                          (Principal Financial and
                                                            Accounting Officer)


OUTDOOR MARKETING SYSTEMS, INC.                          Sole and Managing Member**       July 29, 2003


 By:                 /s/ SEAN REILLY
        -----------------------------------------
                       Sean Reilly
                        President
</Table>

** The Registrant has no directors or managers.

                                      II-61


                                   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-4 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 July 29, 2003.

                                          OUTDOOR PROMOTIONS WEST, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------                 Officer
                   Sean Reilly                         (Principal Executive Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------     Officer (Principal Financial and
                  Keith A. Istre                            Accounting Officer)


TRIUMPH OUTDOOR HOLDINGS, LLC                            Sole and Managing Member**       July 29, 2003


 By:    LAMAR CENTRAL OUTDOOR, INC.,
        its Sole and Managing Member


 By:                 /s/ SEAN REILLY
        -----------------------------------------
                       Sean Reilly
                        President
</Table>

** The Registrant has no directors or managers.

                                      II-62


                                   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-4 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 July 29, 2003.

                                          PARSONS DEVELOPMENT COMPANY

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                      Director and Principal Executive    July 29, 2003
 ------------------------------------------------                 Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                    Director and Principal Financial    July 29, 2003
 ------------------------------------------------          and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-63


                                   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-4 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 July 29, 2003.

                                          REVOLUTION OUTDOOR ADVERTISING, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                      Director and Principal Executive    July 29, 2003
 ------------------------------------------------
                   Sean Reilly


                /s/ KEITH A. ISTRE                     Officer Director and Principal     July 29, 2003
 ------------------------------------------------     Financial and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-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-4 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 July 29, 2003.

                                          SOUTH CAROLINA LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

           /s/ T. EVERETT STEWART, JR.              Director and Principal Executive    July 29, 2003
- --------------------------------------------------               Officer
             T. Everett Stewart, Jr.


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------       and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                           Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


                 /s/ SEAN REILLY                                Director                July 29, 2003
- --------------------------------------------------
                   Sean Reilly


              /s/ GERALD H. MARCHAND                            Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand
</Table>

                                      II-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-4 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 July 29, 2003.

                                          STOKELY AD AGENCY, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------      Officer (Principal Executive
                   Sean Reilly                                   Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------    Officer (Principal Financial and
                  Keith A. Istre                            Accounting Officer)


LAMAR CENTRAL OUTDOOR, INC                              Sole and Managing Member**        July 29, 2003


 By:                 /s/ SEAN REILLY
        -----------------------------------------
                       Sean Reilly
                        President
</Table>

** The Registrant has no directors or managers.

                                      II-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-4 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 July 29, 2003.

                                          TENNESSEE LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                     TITLE                      DATE
                    ---------                                     -----                      ----
                                                                               

           /s/ T. EVERETT STEWART, JR.              Director and Principal Executive    July 29, 2003
- --------------------------------------------------               Officer
             T. Everett Stewart, Jr.


                /s/ KEITH A. ISTRE                  Director and Principal Financial    July 29, 2003
- --------------------------------------------------       and Accounting Officer
                  Keith A. Istre


                                                                Director                July 29, 2003
- --------------------------------------------------
               Kevin P. Reilly, Jr.


                                                                Director                July 29, 2003
- --------------------------------------------------
                   Sean Reilly


                                                                Director                July 29, 2003
- --------------------------------------------------
                Gerald H. Marchand
</Table>

                                      II-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-4 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 July 29, 2003.

                                          TEXAS LOGOS, L.P.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                    President and Chief Operating Officer   July 29, 2003
 ------------------------------------------------       (Principal Executive Officer)
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Treasurer and Chief Financial Officer   July 29, 2003
 ------------------------------------------------         (Principal Financial and
                  Keith A. Istre                             Accounting Officer)


OKLAHOMA LOGOS, L.L.C.                                         General Partner              July 29, 2003


 By:    INTERSTATE LOGOS, L.L.C.
        its Managing Member


 By:    LAMAR MEDIA CORP.
        its Managing Member


 By:             /s/ KEVIN P. REILLY, JR.
        -----------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

                                      II-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-4 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 July 29, 2003.

                                          THE LAMAR COMPANY, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                    President and Chief Operating Officer   July 29, 2003
 ------------------------------------------------       (Principal Executive Officer)
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Treasurer and Chief Financial Officer   July 29, 2003
 ------------------------------------------------         (Principal Financial and
                  Keith A. Istre                             Accounting Officer)


LAMAR MEDIA CORP.                                        Sole and Managing Member**         July 29, 2003


 By:             /s/ KEVIN P. REILLY, JR.
        -----------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

** The Registrant has no directors or managers.

                                      II-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-4 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 July 29, 2003.

                                          TLC PROPERTIES II, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                      Director and Principal Executive      July 29, 2003
 ------------------------------------------------                  Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial and    July 29, 2003
 ------------------------------------------------            Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                  July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                  July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                  July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-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-4 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 July 29, 2003.

                                          TLC PROPERTIES, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                      Director and Principal Executive      July 29, 2003
 ------------------------------------------------                  Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial and    July 29, 2003
 ------------------------------------------------            Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                  July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                  July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                  July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-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-4 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 July 29, 2003.

                                          TLC PROPERTIES, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                    President and Chief Operating Officer   July 29, 2003
 ------------------------------------------------       (Principal Executive Officer)
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Treasurer and Chief Financial Officer   July 29, 2003
 ------------------------------------------------         (Principal Financial and
                  Keith A. Istre                             Accounting Officer)


TLC PROPERTIES, INC.                                     Sole and Managing Member**         July 29, 2003


 By:                 /s/ SEAN REILLY
        -----------------------------------------
                       Sean Reilly
                        President
</Table>

** The Registrant has no directors or managers.

                                      II-72


                                   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-4 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 July 29, 2003.

                                          TRANS WEST OUTDOOR ADVERTISING, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                      Director and Principal Executive      July 29, 2003
 ------------------------------------------------                  Officer
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Director and Principal Financial and    July 29, 2003
 ------------------------------------------------            Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                  July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


              /s/ GERALD H. MARCHAND                              Director                  July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand


           /s/ T. EVERETT STEWART, JR.                            Director                  July 29, 2003
 ------------------------------------------------
             T. Everett Stewart, Jr.
</Table>

                                      II-73


                                   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-4 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 July 29, 2003.

                                          TRANSIT AMERICA LAS VEGAS, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------                 Officer
                   Sean Reilly                         (Principal Executive Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------                 Officer
                  Keith A. Istre                          (Principal Financial and
                                                            Accounting Officer)


TRIUMPH OUTDOOR HOLDINGS, LLC                            Sole and Managing Member**       July 29, 2003


 By:    LAMAR CENTRAL OUTDOOR, INC.
        its Managing Member


 By:                 /s/ SEAN REILLY
        -----------------------------------------
                       Sean Reilly
                        President
</Table>

** The Registrant has no directors or managers.

                                      II-74


                                   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-4 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 July 29, 2003.

                                          TRIUMPH OUTDOOR HOLDINGS, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------                 Officer
                   Sean Reilly                         (Principal Executive Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------                 Officer
                  Keith A. Istre                          (Principal Financial and
                                                            Accounting Officer)


LAMAR CENTRAL OUTDOOR, INC.                              Sole and Managing Member**       July 29, 2003


 By:                 /s/ SEAN REILLY
        -----------------------------------------
                       Sean Reilly
                        President
</Table>

** The Registrant has no directors or managers.

                                      II-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-4 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 July 29, 2003.

                                          TRIUMPH OUTDOOR RHODE ISLAND, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------                 Officer
                   Sean Reilly                         (Principal Executive Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------                 Officer
                  Keith A. Istre                          (Principal Financial and
                                                            Accounting Officer)


TRIUMPH OUTDOOR HOLDINGS, LLC                            Sole and Managing Member**       July 29, 2003


 By:    LAMAR CENTRAL OUTDOOR, INC.,
        its Sole and Managing Member


 By:                 /s/ SEAN REILLY
        -----------------------------------------
                       Sean Reilly
                        President
</Table>

** The Registrant has no directors or managers.

                                      II-76


                                   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-4 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 July 29, 2003.

                                          UTAH LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

           /s/ T. EVERETT STEWART, JR.                Director and Principal Executive    July 29, 2003
 ------------------------------------------------                 Officer
             T. Everett Stewart, Jr.


                /s/ KEITH A. ISTRE                    Director and Principal Financial    July 29, 2003
 ------------------------------------------------          and Accounting Officer
                  Keith A. Istre


             /s/ KEVIN P. REILLY, JR.                             Director                July 29, 2003
 ------------------------------------------------
               Kevin P. Reilly, Jr.


                 /s/ SEAN REILLY                                  Director                July 29, 2003
 ------------------------------------------------
                   Sean Reilly


              /s/ GERALD H. MARCHAND                              Director                July 29, 2003
 ------------------------------------------------
                Gerald H. Marchand
</Table>

                                      II-77


                                   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-4 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 July 29, 2003.

                                          VIRGINIA LOGOS, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
                                                                                   

                 /s/ SEAN REILLY                    President and Chief Operating Officer   July 29, 2003
 ------------------------------------------------       (Principal Executive Officer)
                   Sean Reilly


                /s/ KEITH A. ISTRE                  Treasurer and Chief Financial Officer   July 29, 2003
 ------------------------------------------------    (Principal Financial and Accounting
                  Keith A. Istre                                  Officer)


INTERSTATE LOGOS, L.L.C.                               its Sole and Managing Member**       July 29, 2003


 By:                LAMAR MEDIA CORP.,
               its Sole and Managing Member


 By:             /s/ KEVIN P. REILLY, JR.
        -----------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

** The Registrant has no directors or managers.

                                      II-78


                                   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-4 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 July 29, 2003.

                                          WASHINGTON LOGOS, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, 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-4 (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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
                                                                                 

                 /s/ SEAN REILLY                       President and Chief Operating      July 29, 2003
 ------------------------------------------------      Officer (Principal Executive
                   Sean Reilly                                   Officer)


                /s/ KEITH A. ISTRE                     Treasurer and Chief Financial      July 29, 2003
 ------------------------------------------------    Officer (Principal Financial and
                  Keith A. Istre                            Accounting Officer)


INTERSTATE LOGOS, L.L.C.                                Sole and Managing Member**        July 29, 2003


 By:    LAMAR MEDIA CORP.
        Sole and Managing Member


 By:             /s/ KEVIN P. REILLY, JR.
        -----------------------------------------
                   Kevin P. Reilly, Jr.
          President and Chief Executive Officer
</Table>

** The Registrant has no directors or managers.

                                      II-79


                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
  1.1     Amended and Restated Purchase Agreement dated as of December
          17, 2002 among Lamar Media Corp., certain subsidiaries of
          Lamar Media Corp., as guarantors, J.P. Morgan Securities
          Inc., Wachovia Securities, Inc., SunTrust Capital Markets,
          Inc. and BNP Paribas Securities Corp. Filed as Exhibit 1.1
          to Lamar Media's Current Report on Form 8-K filed on
          December 27, 2002 (File No. 0-20833) and incorporated herein
          by reference.
  2.1     Agreement and Plan of Merger dated as of July 20, 1999 among
          Lamar Media Corp., Lamar New Holding Co., and Lamar Holdings
          Merge Co. Filed as Exhibit 2.1 to the Company's Current
          Report on Form 8-K filed on July 22, 1999 (File No. 0-30242)
          and incorporated herein by reference.
  3.1     Certificate of Incorporation of Lamar New Holding Co. Filed
          as Exhibit 3.1 to the Company's Quarterly Report on Form
          10-Q for the period ended June 30, 1999 (File No. 0-20833)
          filed on August 16, 1999 and incorporated herein by
          reference.
  3.2     Certificate of Amendment of Certificate of Incorporation of
          Lamar New Holding Co. (whereby the name of Lamar New Holding
          Co. was changed to Lamar Advertising Company). Filed as
          Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
          for the period ended June 30, 1999 (File No. 0-20833) filed
          on August 16, 1999 and incorporated herein by reference.
  3.3     Certificate of Amendment of Certificate of Incorporation of
          Lamar Advertising Company. 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) filed on August 11, 2000
          and incorporated herein by reference.
  3.4     Certificate of Correction of Certificate of Incorporation of
          Lamar Advertising Company. Filed as Exhibit 3.4 to the
          Company's Quarterly Report on Form 10-Q for the period ended
          September 30, 2000 (File No. 0-30242) filed on November 14,
          2000 and incorporated herein by reference.
  3.5     Amended and Restated Bylaws of the Lamar Advertising
          Company. Filed as Exhibit 3.3 to the Company's Quarterly
          Report on Form 10-Q for the period ended June 30, 1999 (File
          No. 0-20833) filed on August 16, 1999 and incorporated
          herein by reference.
  3.6     Amended and Restated Bylaws of Lamar Media Corp. Filed as
          Exhibit 3.1 to Lamar Media's Quarterly Report on Form 10-Q
          for the period ended September 30, 1999 (File No. 1-12407)
          filed on November 12, 1999 and incorporated herein by
          reference.
  4.1     Specimen certificate for the shares of Class A common stock
          of the Company. Filed as Exhibit 4.1 to the Company's
          Registration Statement on Form S-1 (File No. 333-05479), and
          incorporated herein by reference.
  4.2     Senior Secured Note dated May 19, 1993. Filed as Exhibit 4.1
          to the Company's Registration Statement on Form S-1 (File
          No. 33-59624), and incorporated herein by reference.
  4.3     Indenture dated as of September 24, 1986 relating to the
          Company's 8% Unsecured Subordinated Debentures. Filed as
          Exhibit 10.3 to the Company's Registration Statement on Form
          S-1 (File No. 33-59624), and incorporated herein by
          reference.
  4.4     Indenture dated May 15, 1993 relating to the Company's 11%
          Senior Secured Notes due May 15, 2003. Filed as Exhibit 4.3
          to the Company's Registration Statement on Form S-1 (File
          No. 33-59624), and incorporated herein by reference.
  4.5     First Supplemental Indenture dated July 30, 1996 relating to
          the Company's 11% Senior Secured Notes due May 15, 2003.
          Filed as Exhibit 4.5 to the Company's Registration Statement
          on Form S-1 (File No. 333-05479), and incorporated herein by
          reference.
  4.6     Form of Second Supplemental Indenture in the form of an
          Amended and Restated Indenture dated November 8, 1996
          relating to the Company's 11% Senior Secured Notes due May
          15, 2003. Filed as Exhibit 4.1 to the Company's Current
          Report on Form 8-K filed on November 15, 1996 (File No.
          1-12407), and incorporated herein by reference.
  4.7     Notice of Trustee dated November 8, 1996 with respect to the
          release of the security interest in the Trustee on behalf of
          the holders of the Company's 11% Senior Secured Notes due
          May 15, 2003. Filed as Exhibit 4.2 to the Company's Current
          Report on Form 8-K filed on November 15, 1996 (File No.
          1-12407), and incorporated herein by reference.
</Table>


<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
  4.8     Form of Subordinated Note. Filed as Exhibit 4.8 to the
          Registration Statement on Form S-1 (File No. 333-05479), and
          incorporated herein by reference.
  4.9     Indenture dated as of September 25, 1997 between the
          Company, certain of its subsidiaries, and State Street Bank
          and Trust Company, as trustee, relating to the Company's
          8 5/8% Senior Subordinated Notes due 2007. Filed as Exhibit
          4.2 to the Company's Current Report on Form 8-K filed on
          September 30, 1997 (File No. 1-12407), and incorporated
          herein by reference.
  4.10    Form of 8 5/8% Senior Subordinated Note due 2007. Filed as
          Exhibit 4.10 to the Company's Annual Report on Form 10-K for
          fiscal year ended December 31, 1997, (File No. 1-12407),
          filed on March 30, 1998 and incorporated herein by
          reference.
  4.11    Supplemental Indenture to the Indenture dated September 25,
          1997 among the Company, certain of its subsidiaries and
          State Street Bank and Trust Company, as Trustee, dated
          October 23, 1998. Filed as Exhibit 4.5 to the Company's
          Quarterly Report on Form 10-Q for the period ended September
          30, 1998, (File No. 1-12407) and incorporated herein by
          reference.
  4.12    Supplemental Indenture to the Indenture dated September 25,
          1997 among Lamar Media Corp., certain of its subsidiaries
          and State Street Bank and Trust Company, as Trustee, dated
          July 20, 1999. Filed as Exhibit 4.4 to Lamar Advertising
          Company's Quarterly Report on Form 10-Q for the period ended
          September 30, 1999 (File No. 0-30242) filed on November 12,
          1999 and incorporated herein by reference.
  4.13    Supplemental Indenture to the Indenture dated September 25,
          1997 among Lamar Media Corp., certain of its subsidiaries
          and State Street Bank and Trust Company, as Trustee, dated
          September 15, 1999. Filed as Exhibit 4.2 to Lamar
          Advertising Company's Quarterly Report on Form 10-Q for the
          period ended September 30, 1999 (File No. 0-30242) filed on
          November 12, 1999 and incorporated herein by reference.
  4.14    Supplemental Indenture to the Indenture dated September 25,
          1997 among Lamar Media Corp., certain of its subsidiaries
          and State Street Bank and Trust Company, as Trustee, dated
          December 23, 1999. Filed as Exhibit 4.30 to the Company's
          Annual Report on Form 10-K for fiscal year ended December
          31, 1999 (File No. 0-30242), filed on March 28, 2000 and
          incorporated herein by reference.
  4.15    Supplemental Indenture to the Indenture dated September 25,
          1997 among Lamar Media Corp., certain of its subsidiaries
          and State Street Bank and Trust Company, as Trustee, dated
          as of March 2, 2000. Filed as Exhibit 4.3 to Lamar
          Advertising Company's Quarterly Report on Form 10-Q for the
          period ended March 31, 2000 (File No. 0-30242) filed on May
          15, 2000 and incorporated herein by reference.
  4.16    Supplemental Indenture to the Indenture dated September 25,
          1997 among Lamar Media Corp., certain of its subsidiaries
          and State Street Bank and Trust Company, as Trustee, dated
          as of June 1, 2000. Filed as Exhibit 4.3 to Lamar
          Advertising Company's Quarterly Report on Form 10-Q for the
          period ended June 30, 2000 (File No. 0-30242) filed on
          August 11, 2000 and incorporated herein by reference.
  4.17    Supplemental Indenture to the Indenture dated September 25,
          1997 among Lamar Media Corp., certain of its subsidiaries
          and State Street Bank and Trust Company, as Trustee, dated
          as of August 8, 2000. Filed as Exhibit 4.3 to Lamar
          Advertising Company's Quarterly Report on Form 10-Q for the
          period ended September 30, 2000 (File No. 0-30242) filed on
          November 14, 2000 and incorporated herein by reference.
  4.18    Supplemental Indenture to the Indenture dated September 25,
          1997 among Lamar Media Corp., certain of its subsidiaries
          and State Street Bank and Trust Company, as Trustee, dated
          as of December 31, 2000. Filed as Exhibit 4.40 to Lamar
          Advertising Company's Annual Report on Form 10-K for the
          period ended December 31, 2000 (File No. 0-30242) filed on
          March 23, 2001 and incorporated herein by reference.
  4.19    Supplemental Indenture to the Indenture dated September 25,
          1997 among Lamar Media Corp., certain of its subsidiaries
          and State Street Bank and Trust Company, as Trustee, dated
          as of March 15, 2001. Filed as Exhibit 4.3 to Lamar
          Advertising Company's Quarterly Report on Form 10-Q for the
          period ended March 31, 2001 (File No. 0-30242) filed on May
          14, 2001 and incorporated herein by reference.
</Table>


<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
  4.20    Supplemental Indenture to the Indenture dated September 25,
          1997 among Lamar Media Corp., certain of its subsidiaries
          and State Street Bank and Trust Company, as Trustee, dated
          as of April 9, 2002. Filed as Exhibit 4.3 to Lamar
          Advertising Company's Quarterly Report on Form 10-Q for the
          period ended June 30, 2001 (File No. 0-30242) filed on
          August 13, 2001 and incorporated herein by reference.
  4.21    Supplemental Indenture to the Indenture dated September 25,
          1997 among Lamar Media Corp., certain of its subsidiaries
          and State Street Bank and Trust Company, as Trustee, dated
          as of August 30, 2001. Filed as Exhibit 4.3 to Lamar
          Advertising Company's Quarterly Report on Form 10-Q for the
          period ended September 30, 2001 (File No. 0-30242) filed on
          November 13, 2001 and incorporated herein by reference.
  4.22    Supplemental Indenture to the Indenture dated September 25,
          1997 among Lamar Media Corp., certain of its subsidiaries
          and State Street Bank and Trust Company, as Trustee, dated
          November 12, 2001. Filed as Exhibit 4.3 to Lamar Advertising
          Company's Quarterly Report on Form 10-Q for the period ended
          March 31, 2002 (File No. 0-30242) filed on May 9, 2002 and
          incorporated herein by reference.
  4.23    Supplemental Indenture to the Indenture dated September 25,
          1997 among Lamar Media Corp., certain of its subsidiaries
          and State Street Bank and Trust Company, as Trustee, dated
          August 16, 2002. Filed as Exhibit 4.3 to Lamar Advertising
          Company's Quarterly Report on Form 10-Q for the period ended
          September 30, 2002 (File No. 0-30242) filed on November 13,
          2002 and incorporated herein by reference.
  4.24    Indenture dated as of December 23, 2002 among Lamar Media
          Corp., certain subsidiaries of Lamar Media Corp., as
          guarantors and Wachovia Bank of Delaware, National
          Association, as trustee. Filed as Exhibit 4.1 to Lamar
          Media's Current Report on Form 8-K filed on December 27,
          2002 (File No. 0-20833) and incorporated herein by
          reference.
  4.25    Form of 7 1/4% Notes Due 2013. Included as Exhibit A to the
          Indenture dated as of December 23, 2002 among Lamar Media
          Corp., certain subsidiaries of Lamar Media Corp., as
          guarantors and Wachovia Bank of Delaware, National
          Association, as trustee, filed as Exhibit 4.1 to Lamar
          Media's Current Report on Form 8-K filed on December 27,
          2002 (File No. 0-20833) and incorporated herein by
          reference.
  4.26    Registration Rights Agreement dated as of December 23, 2002
          among Lamar Media Corp., the guarantors listed on Schedule 1
          thereto and J.P. Morgan Securities Inc., Wachovia
          Securities, Inc., SunTrust Capital Markets, Inc. and BNP
          Paribas Securities Corp. Filed as Exhibit 10.1 to Lamar
          Media's Current Report on Form 8-K filed on December 27,
          2002 (File No. 0-20833) and incorporated herein by
          reference.
  4.27    Form of Exchange Note. Filed as Exhibit 4.29 to Lamar
          Media's Registration Statement on Form S-4 filed on January
          21, 2003 (File No. 333-102634) and incorporated herein by
          reference.
  4.28    Supplemental Indenture to the Indenture dated September 25,
          1997 among Lamar Media Corp., certain of its subsidiaries
          and State Street Bank and Trust Company, as Trustee, dated
          November 25, 2002. Filed as Exhibit 4.30 to Lamar Media's
          Registration Statement on Form S-4/A filed on March 18, 2003
          (File No. 333-102634) and incorporated herein by reference.
  4.29    Registration Rights Agreement dated as of June   , 2003
          among Lamar Media Corp., the guarantors listed on Schedule 1
          thereto and among Lamar Media Corp., the guarantors listed
          on Schedule 1 thereto and J.P. Morgan Securities Inc.,
          Wachovia Securities, Inc., Goldman, Sachs & Co. And Morgan
          Stanley & Co. Incorporated. Filed herewith.
  4.30    Supplemental Indenture to the Indenture dated September 25,
          1997 among Lamar Media Corp., certain of its subsidiaries
          and State Street Bank and Trust Company, as Trustee, dated
          June 9, 2003. Filed herewith.
  4.31    Supplemental Indenture to the Indenture dated December 23,
          2002 among Lamar Media Corp., certain of its subsidiaries
          and Wachovia Bank of Delaware, National Association, as
          Trustee, dated June 9, 2003. Filed herewith.
  5.1     Opinion of Palmer & Dodge LLP. Filed herewith.
  5.2     Opinion of Cahill Gordon & Reindel. Filed herewith.
</Table>


<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
  5.3     Opinion of Kean, Miller, Hawthorne, D'Armond, McCowan &
          Jorman L.L.P. Filed herewith.
 10.1     Consulting Agreement dated July 1, 1996 between the Lamar
          Texas Limited Partnership and the Reilly Consulting Company,
          L.L.C., of which Kevin P. Reilly Sr. is the manager. Filed
          as Exhibit 10.2 to the Company's Registration Statement on
          Form S-1 (File No. 33-05479), and incorporated herein by
          reference.
 10.2     The Lamar Savings and Profit Sharing Plan and Trust. Filed
          as Exhibit 10.4 to the Company's Registration Statement on
          Form S-1 (File No. 33-59624), and incorporated herein by
          reference.
 10.3     Trust under The Lamar Corporation, its Affiliates and
          Subsidiaries Deferred Compensation Plan dated October 3,
          1993. Filed as Exhibit 10.11 to the Company's Annual Report
          on Form 10-K for the fiscal year ended October 31, 1995
          (File No. 33-59624), and incorporated herein by reference.
 10.4     1996 Equity Incentive Plan. Filed as Exhibit 10.2 to the
          Company's Quarterly Report on Form 10-Q, for the period
          ended June 30, 2000 (File No. 0-30242) filed on August 11,
          2000 and incorporated herein by reference.
 10.5     Bank Credit Agreement dated December 18, 1996 between the
          Company, certain of its subsidiaries, the lenders party
          thereto and The Chase Manhattan Bank, as Administrative
          Agent. Previously filed as Exhibit 10.18 to the Company's
          Annual Report on Form 10-K for the fiscal year ended October
          31, 1996 (File No. 1-12407), filed January 28, 1997 and
          incorporated herein by reference.
 10.6     Amendment No. 1 to the Bank Credit Agreement dated as of
          March 31, 1997 between the Company, the Subsidiary
          Guarantors party thereto, the Lenders party thereto and The
          Chase Manhattan Bank, as Administrative Agent. Filed as
          Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
          for the period ended March 31, 1997 (File No. 1-12407), and
          incorporated herein by reference.
 10.7     Amendment No. 2 to the Bank Credit Agreement dated as of
          September 12, 1997 between the Company, certain of its
          subsidiaries, the lenders party thereto and The Chase
          Manhattan Bank, as Administrative Agent. Filed as Exhibit
          10.2 to the Company's Current Report on Form 8-K filed on
          September 30, 1997 (File No. 1-12407), and incorporated
          herein by reference.
 10.8     Amendment No. 3 to the Bank Credit Agreement dated as of
          December 31, 1997 between the Company, certain of its
          subsidiaries, the lenders party thereto and The Chase
          Manhattan Bank, as Administrative Agent. Filed as Exhibit
          10.9 to the Company's Annual Report on Form 10-K for fiscal
          year ended December 31, 1997 (File No. 1-12407), filed March
          30, 1998 and incorporated herein by reference.
 10.9     Contract to Sell and Purchase, dated as of October 9, 1996,
          between the Company and Outdoor East L.P. Filed as Exhibit
          10.16 to the Company's Registration Statement on Form S-3
          (File No. 333-14677), and incorporated herein by reference.
 10.10    Stock Purchase Agreement, dated as of September 25, 1996,
          between the Company and the shareholders of FKM Advertising,
          Co., Inc. Filed as Exhibit 10.17 to the Company's
          Registration Statement on Form S-3 (File No. 333-14677), and
          incorporated herein by reference.
 10.11    Stock Purchase Agreement dated as of February 7, 1997
          between the Company and the stockholders of Penn
          Advertising, Inc. named therein. Filed as Exhibit 2.1 to the
          Company's Current Report on Form 8-K filed on April 14, 1997
          (File No. 1-12407), and incorporated herein by reference.
 10.12    Asset Purchase Agreement dated as of August 15, 1997 between
          The Lamar Corporation and Outdoor Systems, Inc. Filed as
          Exhibit 2.1 to the Company's Current Report on Form 8-K
          filed on August 27, 1997 (File No. 1-12407), and
          incorporated herein by reference.
 10.13    Bank Credit Agreement dated July 16, 1998, between the
          Company, certain of its subsidiaries, the lenders party
          thereto and The Chase Manhattan Bank, as Administrative
          Agent. Filed as Exhibit 10.1 to the Company's Quarterly
          Report on Form 10-Q for the period ended June 30, 1998,
          (File No. 0-020833), and incorporated herein by reference.
</Table>


<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
 10.14    Amendment No. 4 to Credit Agreement dated as of March 31,
          1998, between Lamar Advertising Company, certain of its
          subsidiaries, the lenders party thereto and The Chase
          Manhattan Bank, as Administrative Agent. Filed as Exhibit
          10.1 to the Company's Quarterly Report on Form 10-Q for the
          period ended March 31, 1998 (File No. 1-12407), and
          incorporated herein by reference.
 10.15    Amendment No. 1 to the Amended and Restated Bank Credit
          Agreement dated September 15, 1998, between the Company,
          certain of its subsidiaries, the lenders party thereto and
          The Chase Manhattan Bank, as Administrative Agent. Filed as
          Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q
          for the period ended September 30, 1998 (File No. 0-20833)
          and incorporated herein by reference.
 10.16    Stock Purchase Agreement dated as of October 1, 1998,
          between the Company and the stockholders of Outdoor
          Communications, Inc. named therein. Filed as Exhibit 2.1 to
          the Company's Current Report on Form 8-K filed on October
          15, 1998 (File No. 0-20833), and incorporated herein by
          reference.
 10.17    Assumption Agreement dated as of July 20, 1999 by and among
          Lamar Advertising Company, Lamar Media Corp., and the direct
          and indirect subsidiaries of such corporations. Filed as
          Exhibit 10.4 to Lamar Advertising Company's Quarterly Report
          on Form 10-Q for the period ended September 30, 1999 (File
          No. 0-030242) filed on November 12, 1999 and incorporated
          herein by reference.
 10.18    Second Amended and Restated Stock Purchase Agreement dated
          as of August 11, 1999 among the Company, Lamar Media Corp.,
          Chancellor Media Corporation of Los Angeles and Chancellor
          Mezzanine Holdings Corporation. Filed as Appendix A to the
          Company's Schedule 14C Information Statement filed on August
          13, 1999 and incorporated herein by reference. Pursuant to
          Item 601(b)(2) of Regulation S-K, the Schedules and Annexes
          A and B referred to in the Second Amended and Restated Stock
          Purchase Agreement are omitted. The Company hereby
          undertakes to furnish supplementary a copy of any omitted
          Schedule or Annex to the Commission upon request.
 10.19    Bank Credit Agreement dated August 13, 1999, between Lamar
          Media Corp., certain of its subsidiaries, the lenders party
          thereto and The Chase Manhattan Bank, as Administrative
          Agent. Filed as Exhibit 10.1 to Lamar Advertising Company's
          Quarterly Report on Form 10-Q for the period ended September
          30, 1999 (File No. 0-30242) filed on November 12, 1999 and
          incorporated herein by reference.
 10.20    Joinder Agreement to the Lamar Media Corp. Credit Agreement
          dated August 13, 1999 by Lamar Florida, Inc. in favor of The
          Chase Manhattan Bank, as Administrative Agent dated December
          23, 1999. Filed as Exhibit 10.23 to the Company's Annual
          Report on Form 10-K for fiscal year ended December 31, 1999
          (File No. 1-12407) filed March 28, 2000 and incorporated
          herein by reference.
 10.21    2000 Employee Stock Purchase Plan. Filed as Exhibit 10.3 to
          Lamar Advertising Company's Quarterly Report on Form 10-Q
          for the period ended June 30, 2000 (File No. 0-30242) filed
          on August 11, 2000 and incorporated herein by reference.
 10.22    Series A-1 Incremental Loan Agreement among Lamar
          Advertising Company, Lamar Media Corp. and certain of its
          subsidiaries, the Series A-1 Lenders and the Chase Manhattan
          Bank, as Administrative Agent, dated as of May 31, 2000.
          Filed as exhibit 10.4 to Lamar Advertising Company's
          Quarterly Report on Form 10-Q for the period ended June 30,
          2000 (File No. 0-30242) filed on August 11, 2000 and
          incorporated herein by reference.
 10.23    Series A-2 and B-1 Incremental Loan Agreement among Lamar
          Advertising Company, Lamar Media Corp. and certain of its
          subsidiaries, the Series A-2 and B-1 Lenders and the Chase
          Manhattan Bank, as Administrative Agent, dated as of June
          22, 2000. Filed as exhibit 10.4 to Lamar Advertising
          Company's Quarterly Report on Form 10-Q for the period ended
          June 30, 2000 (File No. 0-30242) filed on August 11, 2000
          and incorporated herein by reference.
 10.24    Joinder Agreement to the Lamar Media Corp. Credit Agreement
          dated August 13, 1999 by Lamar Advan, Inc. in favor of The
          Chase Manhattan Bank, as Administrative Agent dated March 2,
          2000. Filed as Exhibit 10.1 to the Company's Quarterly
          Report on Form 10-Q for quarter ended March 31, 2000, (File
          No. 0-30242) filed on May 15, 2000, and incorporated herein
          by reference.
</Table>


<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
 10.25    Joinder Agreement to the Lamar Media Corp. Credit Agreement
          dated August 13, 1999 by Outdoor West, Inc. of Georgia and
          Outdoor West, Inc. of Tennessee in favor of The Chase
          Manhattan Bank, as Administrative Agent dated December 23,
          1999. Filed as Exhibit 10.1 to the Company's Quarterly
          Report on Form 10-Q for quarter ended June 30, 2000, (File
          No. 0-30242) filed on August 11, 2000, and incorporated
          herein by reference.
 10.26    Joinder Agreement to the Lamar Media Corp. Credit Agreement
          dated August 13, 1999 by Lamar Ohio Outdoor Holding Corp. in
          favor of The Chase Manhattan Bank, as Administrative Agent
          dated September 13, 2000. Filed as Exhibit 10.1 to the
          Company's Quarterly Report on Form 10-Q for the quarter
          ended September 30, 2000, (File No. 0-30242) filed on
          November 14, 2000, and incorporated herein by reference.
 10.27    Amendment No. 1 to Credit Agreement and Guaranty and Pledge
          Agreement dated as of April 10, 2000 in respect of (i) the
          Credit Agreement dated as of August 13, 1999 between Lamar
          Media Corp., the Subsidiary Guarantors party thereto, the
          lenders party thereto, and The Chase Manhattan Bank, as
          Administrative Agent, and (ii) the Guaranty and Pledge
          Agreement dated as of September 15, 1999 between Lamar
          Advertising Company and The Chase Manhattan Bank. Filed as
          Exhibit 10.27 to Lamar Advertising Company's Annual Report
          on Form 10-K for the period ended December 31, 2000 (File
          No. 0-30242) filed on March 23, 2001 and incorporated herein
          by reference.
 10.28    Amendment No. 2 to Credit Agreement and Guaranty and Pledge
          Agreement dated as of January 30, 2001 in respect of (i) the
          Credit Agreement dated as of August 13, 1999 between Lamar
          Media Corp., the Subsidiary Guarantors party thereto, the
          lenders party thereto, and The Chase Manhattan Bank, as
          Administrative Agent, and (ii) the Guaranty and Pledge
          Agreement dated as of September 15, 1999 between Lamar
          Advertising Company and The Chase Manhattan Bank. Filed as
          Exhibit 10.28 to Lamar Advertising Company's Annual Report
          on Form 10-K for the period ended December 31, 2000 (File
          No. 0-30242) filed on March 23, 2001 and incorporated herein
          by reference.
 10.29    Joinder Agreement to the Lamar Media Corp. Credit Agreement
          dated August 13, 1999 by Texas Logos, L.P., in favor of The
          Chase Manhattan Bank, as Administrative Agent dated December
          31, 2000. Filed as Exhibit 10.33 to the Company's Annual
          Report on Form 10-K for the year ended December 31, 2000
          (File No. 0-30242) filed on March 23, 2001 and incorporated
          herein by reference.
 10.30    Joinder Agreement to the Lamar Media Corp. Credit Agreement
          dated August 13, 1999 by Lamar Hardy Outdoor Corporation in
          favor of The Chase Manhattan Bank, as Administrative Agent
          dated March 15, 2001. Filed as Exhibit 10.1 to the Company's
          Quarterly Report on Form 10-Q for the quarter ended March
          31, 2001, (File No. 0-30242) filed on May 14, 2001, and
          incorporated herein by reference.
 10.31    Joinder Agreement to the Lamar Media Corp. Credit Agreement
          dated August 13, 1999 by Lamar Bellows Outdoor Advertising,
          Inc. in favor of The Chase Manhattan Bank, as Administrative
          Agent dated April 9, 2001. Filed as Exhibit 10.1 to the
          Company's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 2001, (File No. 0-30242) filed on August 13,
          2001, and incorporated herein by reference.
 10.32    Joinder Agreement to the Lamar Media Corp. Credit Agreement
          dated August 13, 1999 by Maine Logos, L.L.C. in favor of The
          Chase Manhattan Bank, as Administrative Agent dated August
          30, 2001. Filed as Exhibit 10.1 to the Company's Quarterly
          Report on Form 10-Q for the quarter ended September 30,
          2001, (File No. 0-30242) filed on November 13, 2001, and
          incorporated herein by reference.
 10.33    Amendment No. 3 to dated as of December 20, 2001 to the
          Credit Agreement dated as of August 13, 1999 between Lamar
          Media Corp., the Subsidiary Guarantors party thereto, the
          lenders party thereto, and J.P. Morgan Chase Bank (formerly
          known as The Chase Manhattan Bank), as Administrative Agent.
          Filed as Exhibit 10.31 to the Company's Annual Report on
          Form 10-K for the year ended December 31, 2001 (File No.
          0-30242) filed on March 21, 2002 and incorporated herein by
          reference.
</Table>


<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
       
 10.34    Joinder Agreement dated November 12, 2001 to the Lamar Media
          Corp. Credit Agreement dated August 13, 1999 by Trans West
          Outdoor Advertising, Inc. Filed as Exhibit 10.1 to Lamar
          Advertising Company's Quarterly Report on Form 10-Q for the
          period ended March 31, 2002 (File No. 0-30242) filed on May
          9, 2002 and incorporated herein by reference.
 10.35    Series C Incremental Loan Agreement among Lamar Advertising
          Company, Lamar Media Corp. and certain of its subsidiaries,
          the Series C Lenders and J.P. Morgan Chase Bank, as
          Administrative Agent, dated as of January 8, 2002. Filed as
          Exhibit 10.2 to Lamar Advertising Company's Quarterly Report
          on Form 10-Q for the period ended March 31, 2002 (File No.
          0-30242) filed on May 9, 2002 and incorporated herein by
          reference.
 10.36    Joinder Agreement dated August 16, 2002 to the Lamar Media
          Corp. Credit Agreement dated August 13, 1999 by Washington
          Logos L.L.C. Filed as Exhibit 10.1 to Lamar Advertising
          Company's Quarterly Report on Form 10-Q for the period ended
          September 30, 2002 (File No. 0-30242) filed on November 13,
          2002 and incorporated herein by reference.
 10.37    Amendment No. 4 dated as of October 23, 2002 in respect of
          the Credit Agreement dated as of August 13, 1999 between
          Lamar Media Corp., the Subsidiary Guarantors party thereto,
          the Lenders party thereto, and J.P. Morgan Chase Bank
          (formerly known as The Chase Manhattan Bank), as
          Administrative Agent. Filed as Exhibit 10.2 to Lamar
          Advertising Company's Quarterly Report on Form 10-Q for the
          period ended September 30, 2002 (File No. 0-30242) filed on
          November 13, 2002 and incorporated herein by reference.
 10.38    Credit Agreement dated as of March 7, 2003 between Lamar
          Media Corp., the Subsidiary Guarantors party thereto, the
          Lenders party thereto, and JPMorgan Chase Bank, as
          Administrative Agent. Filed as Exhibit 10.38 to Lamar
          Media's Registration Statement on Form S-4/A filed on March
          18, 2003 (File No. 333-102634) and incorporated herein by
          reference.
 10.39    Joinder Agreement to the Lamar Credit Corp. Agreement dated
          August 13, 1999 by Lamar Pinnacle Acquisition Co. in favor
          of JPMorgan Chase Bank, as Administrative Agent, dated
          November 25, 2002. Filed as Exhibit 10.39 to Lamar Media's
          Registration Statement on Form S-4/A filed on March 18, 2003
          (File No. 333-102634) and incorporated herein by reference.
 10.40    Joinder Agreement to the Lamar Credit Corp. Agreement dated
          March 7, 2003 by Stokely Ad Agency, L.L.C. in favor of
          JPMorgan Chase Bank, as Administrative Agent, dated June 9,
          2003. Filed herewith.
 12.1     Computation of Ratio of Earnings to Fixed Charges. Filed
          herewith.
 21.1     Subsidiaries of the Company. Filed herewith.
 23.1     Consent of KPMG LLP. Filed herewith.
 23.2     Consent of Palmer & Dodge LLP (included in Exhibit 5.1).
 23.3     Consent of Cahill Gordon & Reindel (included in Exhibit
          5.2).
 24.1     Power of Attorney (included on signature page of the initial
          filing of this Registration Statement).
 25.1     Statement of Eligibility of Trustee on Form T-1. Filed
          herewith.
 99.1     Form of Letter of Transmittal. Filed herewith.
 99.2     Form of Notice of Guaranteed Delivery. Filed herewith.
 99.3     Form of Guidelines for Certification of Taxpayer
          Identification Number on Substitute Form W-9. Filed
          herewith.
</Table>