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                                                                    EXHIBIT 4.2

                                Notice of Trustee

     State Street Bank and Trust Company, as trustee (the "Trustee") under the
Indenture dated as of May 13, 1993 with respect to the 11% Senior Secured Notes
due May 15, 2003 (the "Notes") issued by Lamar Advertising Company (the
"Company"), as such Indenture has been amended by various supplemental
indentures for the purpose of adding Subsidiary Guarantors thereto and by the
First Supplemental Indenture dated as of July 30, 1996 (as amended to date, the
"Original Indenture"), hereby notifies The Chase Manhattan Bank (as successor by
merger to the Chase Manhattan Bank (National Association)), as Collateral Agent
(the "Collateral Agent") pursuant to a Pledge Agreement dated as of May 15, 1993
among the Company and the companies identified therein as "Subsidiary Pledgors",
as amended by Amendment No. 1 thereto dated May 31, 1995, and as further amended
by the Second Amendment to Pledge Agreement dated as of July 30, 1996 (as
amended to date, the "Pledge Agreement") that, as a result of amendments to the
Original Indenture and Pledge Agreement approved by the holders of not less than
a majority in aggregate principal amount of the outstanding Notes, effective as
of the Acceptance Date (as hereinafter defined) the Trustee (acting on behalf of
itself and the holders of the Notes) shall cease to be a "Secured Party" and
cease to benefit from any of the provisions of the Pledge Agreement.

     As used herein the Acceptance Date shall be the date certain or all of the
Notes are accepted for payment by the Company in accordance with the Offer to
Purchase and Consent Solicitation Statement dated October 17, 1996 issued by the
Company with respect to the Notes, if such Acceptance Date occurs. Pursuant to a
letter of even date herewith, the Company has undertaken to send written notice
either of (i) the occurrence of the Acceptance Date or (ii) the abandonment or
other termination of the Tender Offer described in such Offer to Purchase and
Consent Solicitation Statement. In the event the Company issues a notice
described in clause (i) of the preceding sentence this notice shall be effective
as of the date specified therein and in the event the Company issues a notice
described in clause (ii) of such sentence, this Notice of Trustee shall
thereupon have no force or legal effect.

                                         State Street Bank and Trust Company,
                                         as Trustee

                                         By:
                                             --------------------------------
                                                  Andrew M. Sinasky
                                                  Assistant Vice President