SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LAMAR CHARLES W III

(Last)

(First)

(Middle)

5551 CORPORATE BOULEVARD

(Street)

BATON ROUGE

70808

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LAMAR ADVERTISING CO/NEW [ LAMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/19/2004		J⁽¹⁾	V	13,823	D	⁽¹⁾	330,965	I	LLC⁽²⁾
Class A Common Stock	11/19/2004		J⁽¹⁾	V	138	A	⁽¹⁾	577,738	D
Class A Common Stock	11/19/2004		J⁽¹⁾	V	13,685	A	⁽¹⁾	13,685	I	Trusts⁽³⁾
Class A Common Stock	11/19/2004		J⁽⁴⁾		13,685	D	⁽⁴⁾	0	I	Trusts⁽³⁾
Class A Common Stock	11/19/2004		J⁽⁴⁾		13,292	A	⁽⁴⁾	591,030	D
Class A Common Stock	11/19/2004		J⁽⁴⁾		262	A	⁽⁴⁾	1,036,923	I	Trusts⁽⁵⁾
Class A Common Stock	11/19/2004		J⁽⁶⁾	V	29,117	D	⁽⁶⁾	253,525	I	LLC⁽⁶⁾
Class A Common Stock	11/19/2004		J⁽⁶⁾	V	291	A	⁽⁶⁾	591,321	D
Class A Common Stock	11/19/2004		J⁽⁶⁾	V	28,826	A	⁽⁶⁾	28,826	I	Trust⁽⁷⁾
Class A Common Stock	11/19/2004		G	V	28,826	D	⁽⁸⁾	0	I	Trust⁽⁷⁾
Class A Common Stock	12/13/2004		S		50,000	D	$42.2692	541,321	D
Class A Common Stock	12/13/2004		S		120,000	D	$42.2692	916,923	I	Trusts⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward Contract (right/obligation to sell)	⁽⁹⁾	12/13/2004		J⁽⁹⁾			1	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	⁽⁹⁾	⁽⁹⁾	1⁽⁹⁾	D
Forward Contract (right/obligation to sell)	⁽¹⁰⁾	12/13/2004		J⁽¹⁰⁾			1	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	⁽¹⁰⁾	⁽¹⁰⁾	1⁽¹⁰⁾	I	Trust⁽¹¹⁾
Forward Contract (right/obligation to sell)	⁽¹⁰⁾	12/13/2004		J⁽¹⁰⁾			1	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	⁽¹⁰⁾	⁽¹⁰⁾	1⁽¹⁰⁾	I	Trust⁽¹¹⁾

Explanation of Responses:

1. Mr. Lamar has voting and dispositive control over shares held in the CWL3 No. 2DG, LLC (the "LLC"). On November 19, 2004, the LLC distributed an aggregate of 13,823 shares to its members on a pro rata basis as follows: 138 shares to Mr. Lamar and 13,685 shares to Mr. Lamar's spouse as trustee of the Lamar A-00 Trusts for the benefit of his children (the "Trusts").

2. Shares held by the LLC.

3. Shares held by the Trusts.

4. The Trusts subsequently transferred 13,292 shares to Mr. Lamar in payment of principal and interest owed to Mr. Lamar pursuant to a note executed by the Trusts in favor of Mr. Lamar on September 8, 2000. The Trusts also distributed 262 shares to Lurry L. Hamilton, Jr. as trustee of the Lamar Children's Trusts for the benefit of Mr. Lamar's minor children (the "Other Trusts") and 131 shares to a third party, all in payment of certain obligations under guaranty agreements. None of the shares held by the third party is attributable to Mr. Lamar, and he disclaims any beneficial ownership thereof.

5. Shares held by the Other Trusts.

6. Mr. Lamar has voting and dispositive control over shares held in the CWL3 No. 3C, LLC (the "3C LLC"). On November 19, 2004, the 3C LLC distributed an aggregate of 29,117 shares to its members on a pro rata basis as follows: 291 shares to Mr. Lamar and 28,826 to Mr. Lamar's spouse as trustee of the Charles W. Lamar III Charitable Lead Annuity Trust No. 1 (the "Charitable Trust"). Mr. Lamar disclaims any beneficial ownership of the shares held by the Charitable Trust.

7. Shares held by the Charitable Trust.

8. Shares donated as a gift.

9. Please refer to footnote 9 in attachment.

10. Please refer to footnote 10 in attachment.

11. Held by one of the Other Trusts.

Remarks:

	Charles W. Lamar III	12/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.