8-K

                    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) June 1, 1999


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


            Delaware               0-20833                   72-1205791
(State or other jurisdiction (Commission File Number)    (IRS Employer
       of incorporation)                                Identification No.)


   5551 Corporate Boulevard, Baton Rouge, Louisiana      70808
(Address of principal executive offices)               (Zip Code)



                              (225) 926-1000
             (Registrant's telephone number, including area code)


                              Not Applicable
        (Former name or former address, if changed since last report.)




ITEM 5.   OTHER EVENTS

     On June 1, 1999, Lamar Advertising Company (the "Registrant") issued a
     joint press release with Chancellor  Media  Corporation ("Chancellor")
     filed herewith as Exhibit 99.1 announcing that  they have entered into
     a definitive agreement pursuant to which the Registrant  will  acquire
     Chancellor's  outdoor  advertising  business  for  approximately  $1.6
     billion in stock and cash.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits.

          99.1 Press release issued by the Registrant on June 1, 1999.



                            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.

                         LAMAR ADVERTISING COMPANY



                         By:          /S/ KEVIN P. REILLY, JR.
                                        Kevin P. Reilly, Jr.
                            President and Chief Executive Officer

Dated:    June 3, 1999.

EX-99.1

FOR IMMEDIATE RELEASE          NEWS ANNOUNCEMENT

CONTACT:
D. Geoffrey Armstrong           Keith A. Istre                Joseph N. Jaffoni
Chief Financial Officer         Chief Financial Officer       Stewart A. Lewack
Chancellor Media Corporation    Lamar Advertising Company     Jaffoni & Collins
214/922-8700                    225/926-1000                   Incorporated
                                                              212/835-8500;
                                                               amfm@jcir.com


          LAMAR ADVERTISING TO ACQUIRE CHANCELLOR MEDIA'S OUTDOOR
           ADVERTISING ASSETS FOR $1.6 BILLION IN STOCK AND CASH


DALLAS, TX and BATON ROUGE, LA -- June 1, 1999 -- Chancellor Media

Corporation  (Nasdaq: AMFM) and Lamar Advertising Company (Nasdaq: LAMR)

today announced that they have entered into a definitive agreement pursuant

to which Lamar will acquire Chancellor Media's outdoor advertising business

for approximately $1.6 billion in stock and cash.  Pro forma for the

transaction, Lamar will operate approximately 118,500 outdoor advertising

displays in 39 states and will be ranked first in the U.S. in terms of

number of display faces.



Under the terms of the agreement, Lamar will pay $700 million in cash and

will issue approximately 26,227,000 of its Common Shares, valued at

approximately $900 million, to Chancellor for Chancellor's outdoor

advertising assets, primarily consisting of approximately 42,500 outdoor

display faces.  The cash payment and quantity of shares to be issued by

Lamar are fixed and are not contingent upon the trading price of Lamar

shares.  Chancellor intends to use the cash proceeds from the sale for debt

reduction.



After giving effect to the transaction Lamar will have approximately 88.2

million fully-diluted common shares outstanding of which Chancellor will

own approximately 30%.  Chancellor will be required to hold the Lamar

shares for a minimum of one year.  In addition, Chancellor will have the

right to nominate two members to the Lamar Board of Directors, increasing

the size of the Board to ten members.



Kevin P. Reilly Jr., Chairman of Lamar commented, "We are delighted to be

acquiring Chancellor's well-clustered portfolio of displays in major

metropolitan and regional markets including Chicago, Dallas, Orlando,

Indianapolis, Milwaukee, Las Vegas, Washington, D.C. and Providence.  We

are also pleased to have Tom Hicks and Chancellor join us as prominent

shareholders in Lamar Advertising.  The Lamar and Chancellor management

teams are recognized as innovators and leaders in the outdoor and radio

industries, respectively, and this agreement creates excellent

opportunities for each of us leverage our management talent to grow our

core businesses.  Finally, with 42,500 new display faces we can deliver

more options and greater value to our advertising clients and new

opportunities for our employees and shareholders."



Thomas O. Hicks, Chairman of Chancellor Media, continued, "This transaction

provides us an opportunity to put our excellent outdoor advertising assets

into the hands of Kevin and Sean Reilly and Lamar's proven operating

management team.  The agreement enables Chancellor's senior operating

management team to focus on our industry-leading radio station portfolio

and provides immediate benefits to the Company's balance sheet while

allowing us to participate in the growth and upside of the outdoor

advertising portfolio through significant equity ownership in Lamar."



James E. de Castro, Chief Executive Officer of Chancellor's AMFM Radio

Group added, "Since mid-March when operating managers were named to lead

the Company, we have focused on directing our assets and resources to those

areas where we can generate the greatest growth and value for our

shareholders.  The agreement announced today represents our strong

confidence in the Lamar management team.  By further reducing debt through

the sale of the outdoor assets, we are creating a more flexible financial

structure, positioning the Company to take advantage of growth

opportunities in our core radio operations."



The transaction is expected to be consummated late in the third quarter or

early in the fourth quarter of 1999 subject to Lamar's stockholder

approval, regulatory approval, including expiration of



the applicable Hart-Scott-Rodino waiting period, and other customary

closing conditions.  The Reilly Family Limited Partnership has agreed to

vote its shares, representing approximately 80% of Lamar's voting power in

support of the transaction.  Greenhill & Company and Morgan Stanley Dean

Witter & Co. served as advisors to Chancellor.



Chancellor Media Corporation (which is expected to change its name to AMFM

Inc. following a shareholder vote on July 13) is a diversified media

company consisting of AMFM Radio Group and the AMFM New Media Group, which

includes Katz Media, the leading media representation firm.  Reflecting

announced transactions, AMFM Radio Group will be the nation's largest radio

broadcasting entity with approximately 465 stations in 105 markets reaching

a weekly listener base of 66 million people.  AMFM's Katz Media is the only

full-service media representation firm in the United States serving

multiple types of electronic media.  Chancellor Marketing Group is a full-

service, sales promotion firm developing integrated marketing programs for

Fortune 1000 companies.  AMFM's Internet operations focus on developing

AMFM's E-commerce web sites, streaming online broadcasts of AMFM's on-air

programming and other media, and promoting emerging Internet and new media

concerns.



Lamar Advertising Company is a leading outdoor advertising company

currently operating 107 outdoor advertising companies in 36 states, logo

franchises in 19 states and the province of Ontario, Canada and 23 transit

advertising franchises in nine states.



This  news  announcement  contains  certain forward-looking statements that are

based upon current expectations and involve  certain  risks  and  uncertainties

within  the  meaning  of the U.S. Private Securities Litigation Reform  Act  of

1995.  Key risks are described in Chancellor's/AMFM's and Lamar's reports filed

with the U.S. Securities  and  Exchange  Commission.   Readers should note that

these statements may be impacted by several factors, including  the  ability to

conclude the transaction, economic changes and changes in the broadcasting  and

outdoor advertising industries generally and, accordingly, the Companies actual

performance  and  results may vary from those stated herein and Chancellor/AMFM

nor Lamar undertake no obligation to update the information contained herein.