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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
LAMAR ADVERTISING COMPANY
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(Name of Issuer)
CLASS A COMMON STOCK, $0.001 PAR VALUE PER SHARE
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(Title of Class of Securities)
512815-10-1
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(CUSIP Number)
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 512815-10-1 SCHEDULE 13G PAGE 2 OF 6 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles W. Lamar III
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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5. SOLE VOTING POWER
2,463,382
NUMBER OF -------------------------------------------------------------
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,305,275
EACH -------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH 2,463,382
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8. SHARED DISPOSITIVE POWER
1,305,275
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,766,657
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.9%
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12. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 512815-10-1 SCHEDULE 13G PAGE 3 OF 6 PAGES
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ITEM 1(a). NAME OF ISSUER:
Lamar Advertising Company
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
ITEM 2(a). NAME OF PERSON FILING:
Charles W. Lamar III
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICES OR, IF NONE, RESIDENCE:
c/o The Lamar Corporation
5551 Corporate Boulevard
Baton Rouge, LA 70808
ITEM 2(c). CITIZENSHIP:
United States of America
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Class A Common Stock, $0.001 par value per share
ITEM 2(e). CUSIP NUMBER:
512815-10-1
ITEM 3. IF THE STATEMENT IS BEING FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b), CHECK WHETHER THE FILING PERSON IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G); see Item 7.
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CUSIP NO. 512815-10-1 SCHEDULE 13G PAGE 4 OF 6 PAGES
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(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Not applicable.
ITEM 4. OWNERSHIP (AS OF DECEMBER 31, 1997).
(a) Amount beneficially owned:
3,766,657(1)
(b) Percent of class:
19.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
2,463,382
(ii) Shared power to vote or direct the vote:
1,305,275
(iii) Sole power to dispose or to direct the disposition of:
2,463,382
(iv) Shared power to dispose or to direct the disposition of:
1,305,275
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person had ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
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(1) Includes 1,305,275 shares held in trust for the benefit of Mr. Lamar's
children. The filing of this statement shall not be construed as an admission
that Mr. Lamar is the beneficial owner of any of such shares.
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CUSIP NO. 512815-10-1 SCHEDULE 13G PAGE 5 OF 6 PAGES
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
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CUSIP NO. 512815-10-1 SCHEDULE 13G PAGE 6 OF 6 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 13, 1998
/s/ Charles W. Lamar III
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Charles W. Lamar III
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Six copies of this statement, including all exhibits, should be filed with
the Commission.
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
