<PAGE> 1
Filed pursuant to Rule 424(b)(3)
File #333-53113
PROSPECTUS SUPPLEMENT DATED SEPTEMBER 28, 1998
to
Prospectus dated May 27, 1998
2,494,788(1) SHARES
OUTDOOR SYSTEMS, INC.
COMMON STOCK
This Prospectus Supplement supplements the prospectus dated May 27, 1998 (the
"Prospectus") of Outdoor Systems, Inc. (the "Company") relating to 2,494,788(1)
shares (the "Shares") of Common Stock, $.01 par value per share ("Common
Stock"), of the Company. This Prospectus Supplement should be read in
conjunction with the Prospectus, and is qualified by reference to the
Prospectus except to the extent that the information herein contained
supercedes the information contained in the Prospectus. Capitalized terms used
in this Prospectus Summary and not otherwise defined herein shall have the
meanings specified in the Prospectus except that the term "Selling
Stockholders" shall be deemed to include the selling stockholder identified in
the table below.
___________
(1) The number of Shares has been adjusted to reflect a three-for-two stock
split of the Company's Common Stock effected in the form of a stock dividend
declared by the Company on May 8, 1998 and paid on May 29, 1998 to
stockholders of record on May 19, 1998. The number of Shares listed in the
Prospectus did not reflect the stock split.
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The table contained in the Prospectus under the caption "Selling Stockholders"
is supplemented and amended to include the following:
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned
Name of Selling Stockholder Prior to the Offering
--------------------------- ---------------------
<S> <C>
Sleiman Ventures
Limited Partnership(a) 2,494,788(b)
</TABLE>
______________
(a) The Selling Stockholders named in the Prospectus contributed all of
their Shares to the Sleiman Ventures Limited Partnership ("Sleiman
Ventures"), a Nevada limited partnership formed for the purpose of
holding the Shares. Each of the Selling Stockholders named in the
Prospectus holds limited partnership interests in Sleiman Ventures
and shares in its general partner in proportion to the number of
Shares contributed to Sleiman Ventures.
(b) Adjusted to reflect the three-for-two stock split effected in May
1998. Represents approximately 1.35% of the number of shares of
Common Stock of the Company outstanding as of the date of this
Prospectus Supplement.
