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):
                                OCTOBER 17, 2001




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



            DELAWARE                     0-30242                72-1449411
(State or other jurisdiction of   (Commission File Number)     (IRS Employer
         incorporation)                                      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)







ITEM 5.  OTHER

         In order to furnish certain exhibits for incorporation by reference
into a Registration Statement on Form S-3 of Lamar Advertising Company
previously filed with Securities and Exchange Commission (File No. 333-45490),
which Registration Statement was declared effective by the Commission on
November 2, 2000, Lamar Advertising Company is filing an Underwriting Agreement
dated October 18, 2001 among Lamar, AMFM Operating Inc. and Goldman, Sachs & Co.
The Underwriting Agreement relates to the sale of 5,000,000 shares of Lamar
Class A common stock by AMFM Operating Inc. to Goldman Sachs & Co., as
underwriter, for $30.00 per share. The offering of the shares will only be made
by means of a prospectus, a copy of which can be obtained from Goldman Sachs &
Co., 85 Broad Street, New York, NY 10004. After the closing of the sale, AMFM
Operating Inc. will own 5,365,073 shares of Lamar Class A common stock, all of
which must be disposed of prior to January 1, 2003, under the terms of a consent
decree with the United States Department of Justice.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits.

                  1.3      Underwriting Agreement dated October 17, 2001 among
                           Lamar, AMFM Operating Inc. and Goldman, Sachs & Co.
                           Filed herewith.






                                   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: October 18, 2001                LAMAR ADVERTISING COMPANY


                                      By: /s/ Keith A. Istre
                                          -------------------------------------
                                          Keith A. Istre
                                          Treasurer and Chief Financial Officer







                                  EXHIBIT INDEX

EXHIBIT NO.      DESCRIPTION
-----------      -----------

1.3              Underwriting Agreement dated October 17, 2001 among Lamar, AMFM
                 Operating Inc. and Goldman, Sachs & Co. Filed herewith.