8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 16, 2008

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-32663	86-0812139
(Commission File Number)	(IRS Employer Identification No.)

200 East Basse Road
San Antonio, Texas 78209
(Address of Principal Executive Offices, Including Zip Code)

210-832-3700
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

INFORMATION TO BE INCLUDED IN THIS REPORT

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On July 16, 2008, W. Douglas Parker resigned as a member of the board of directors of Clear Channel Outdoor Holdings, Inc. A copy of the resignation letter from W. Douglas Parker dated July 16, 2008 is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements And Exhibits.

99.1      Resignation letter from W. Douglas Parker dated July 16, 2008.

SIGNATURE

     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.

	CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
Date: July 16, 2008	By:	/s/ Herbert W. Hill
		Herbert W. Hill,
		Senior Vice President/Chief Accounting Officer

INDEX TO EXHIBITS

99.1      Resignation letter from W. Douglas Parker dated July 16, 2008.

EX-99.1

Exhibit 99.1

4000 E. Sky Harbor Blvd.	W. Douglas Parker
Phoenix, AZ 85034	Chairman and Chief Executive Officer
480.693.5882
Fax: 480.693.5261

July 16, 2008

Mr. Mark Mays
Chief Executive Officer
Clear Channel
200 East Basse Road
San Antonio, TX 78209

Dear Mark:

I am writing to let you know that I am resigning from the Clear Channel Outdoor Board of Directors effective immediately. As much as I enjoy serving on the CCO Board, I simply can’t justify serving on an out-of-town Board while the airline industry struggles through an unprecedented crisis.

My decision is made easier by the upcoming ownership changes at Clear Channel. You and your team have done an excellent job of serving your shareholders through this transaction and this seems like a good time to make this transition as the new owners come on board.

I have enjoyed my time on the Board tremendously. Clear Channel Outdoor is in great hands thanks to the leadership of Lowry, you, Randall and Paul. Jimmy, Marsha and Dale form an outstanding group of independent directors that will continue to serve CCO’s shareholders well. I will miss working with all of you, but trust you understand my situation. Thanks for the opportunity to serve and please help me stay in touch with the team.

Sincerely,

cc:	Lowry Mays
	Randall Mays
	Jimmy Raines
	Marsha Shields
	Dale Tremblay