LAMAR ADVERTISING CO
8-A12G/A, 1996-07-31
ADVERTISING AGENCIES
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                   U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549

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

                                 FORM 8-A/A

              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                  PURSUANT TO SECTION 12(b) or 12(g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

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


                          LAMAR ADVERTISING COMPANY
                          -------------------------
           (Exact name of Registrant as Specified in its Charter)




             DELAWARE                                    72-1205791
- ----------------------------------------    ------------------------------------
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)

                                                                         
                5551 CORPORATE BLVD., BATON ROUGE, LOUISIANA             70808
                --------------------------------------------          ----------
                  (Address of Principal Executive Offices)            (Zip Code)


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

      If this Form relates to the               If this Form relates to the
      registration of a class of debt           registration of a class 
      securities and is effective               of debt securities and is 
      upon filing pursuant to                   to become effective 
      General Instruction A(c)(1)               simultaneously with the 
      please check the following box. / /       effectiveness of a 
                                                concurrent registration 
                                                statement under the
                                                Securities Act of 1933 
                                                pursuant to General 
                                                Instruction A(c)(2) please 
                                                check the following box.  / /
                                              
                                              

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

         Title of Each Class                   Name of Each Exchange on Which
         to be so Registered                   Each Class is to be Registered
         -------------------                   ------------------------------

                None                                        None
         -------------------                   ------------------------------

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                    CLASS A COMMON STOCK, $0.001 PAR VALUE
                    --------------------------------------
                               (Title of Class)


<PAGE>   2

                INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         The description of the shares of Class A Common Stock of Lamar
Advertising Company (the "Registrant") registered hereby is contained under the
caption "Description of Capital Stock" on page 43 of the Registrant's
Registration Statement on Form S-1 initially filed with the Securities and
Exchange Commission on June 7, 1996 under the Securities Act of 1933, as
amended, and is hereby incorporated by reference pursuant to Rule 12b-32 of the
Securities Exchange Act of 1934, as amended.

ITEM 2.     EXHIBITS.

1.      Amended and Restated Certificate of Incorporation of the Registrant.  
Filed as Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 
(File No. 333-05479) and incorporated herein by reference.

2.      By-Laws of the Registrant, as amended.  Filed as Exhibit 3.2 to the 
Registrant's Registration Statement on Form S-1 (File No. 333-05479) and 
incorporated herein by reference.

3.      Specimen certificate for shares of Class A Common Stock, $0.001 par 
value per share, of the Registrant.  Filed as Exhibit 4.1 to the Registrant's 
Registration Statement on Form S-1 (File No. 333-05479) and incorporated 
herein by reference.

4.      1996 Stock Option Plan.  Filed as Exhibit 10.14 to the Registrant's 
Registration Statement on Form S-1 (File No. 333-05479) and incorporated 
herein by reference.


                                  SIGNATURE


        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                                LAMAR ADVERTISING COMPANY


Date:  July 31, 1996                             By: /s/ Kevin P. Reilly, Jr.
                                                     ---------------------------
                                                 Name:    Kevin P. Reilly, Jr. 
                                                 Title:   President


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