8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K
                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934




               Date of Report (Date of earliest event reported):
                                AUGUST 17, 1999



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


                                                                                   
            DELAWARE                                  0-20833                                72-1449411
(State or other jurisdiction                     (Commission File                           (IRS Employer
       of incorporation)                              Number)                            Identification No.)






             5551 CORPORATE BOULEVARD, BATON ROUGE, LOUISIANA 70808
             (Address of principal executive offices and zip code)



                                 (225) 926-1000
              (Registrant's telephone number, including area code)


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ITEM 5. OTHER EVENTS.

         Lamar Advertising Company has completed the sale of an additional
$37,500,000 principal amount of convertible notes in a public offering pursuant
to the exercise of the underwriters' overallotment option. Filed herewith as
Exhibit 99.1 is a copy of a press release that was issued today describing the
sale.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits.

               99.1 Press release issued by the registrant on August 17, 1999.


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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  August 17, 1999                  LAMAR ADVERTISING COMPANY


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


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EX-99.1

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                                                                   EXHIBIT 99.1


                                  [LAMAR LOGO]
                              5551 CORPORATE BLVD.
                             BATON ROUGE, LA 70808



Company Contact:           Keith Istre, CFO
                           (225) 926-1000



             LAMAR ADVERTISING COMPLETES THE SALE OF AN ADDITIONAL
                       $37.5 MILLION OF CONVERTIBLE NOTES




         BATON ROUGE, La - (BUSINESS WIRE) --- August 17, 1999 --- Lamar
Advertising Company (NASDAQ: LAMR) announced today that it has completed the
sale of an additional $37,500,000 principal amount of 5 1/4% Convertible Notes
due 2006 through Goldman Sachs & Co., Deutsche Banc Alex. Brown, Morgan Stanley
Dean Witter and Salomon Smith Barney as underwriters. The notes were sold
pursuant to the exercise in full of the underwriters' overallotment option
granted in connection with the initial sale of $250,000,000 principal amount of
Convertible Notes which was completed on August 10, 1999. The Convertible Notes
bear interest at the rate of 5.25% per annum and are convertible into shares of
Lamar Advertising's Class A common stock at an initial conversion price of
$46.25 per share. Proceeds of approximately $36,400,000 from the sale of the
additional Convertible Notes will be used to pay existing bank debt.

         The offering of the Convertible Notes may be made only by means of a
prospectus, a copy of which can be obtained from Lamar Advertising at 5551
Corporate Boulevard, Baton Rouge, LA 70896 or Goldman, Sachs & Co. at 85 Broad
Street, New York, NY 10004.

         Lamar Advertising is a leading outdoor advertising company currently
operating 107 outdoor advertising companies in 36 states, logo sign contracts
in 20 states and the Province of Ontario, Canada and 23 transit advertising
operations in nine states.