content: <PAGE>   1
        As filed with the Securities and Exchange Commission on May 28, 1999
  
                                                            REGISTRATION NO. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549
  
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
  
                             LAMAR ADVERTISING COMPANY
               (Exact Name of Registrant as Specified in its Charter)
  
  <TABLE>
  <S>                                                   <C>
                    DELAWARE                                         72-1205791
  (State or Other Jurisdiction of Incorporation)        (I.R.S. Employer Identification No.)
  </TABLE>
  
                 5551 CORPORATE BLVD., BATON ROUGE, LOUISIANA 70808
                      (Address of Principal Executive Offices)
  
  
                             1996 EQUITY INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                KEVIN P. REILLY, JR.
                  Chairman, President and Chief Executive Officer
                             Lamar Advertising Company
                              5551 Corporate Boulevard
                            Baton Rouge, Louisiana 70808
                                   (225) 926-1000
             (Name, Address and Telephone Number of Agent for Service)
  
                                  with copies to:
  
                                STANLEY KELLER, ESQ.
                                 Palmer & Dodge LLP
                                 One Beacon Street
                            Boston, Massachusetts 02108
                                   (617) 573-0100
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ----------------------------------- --------------------- -------------------- --------------------- ------------------
                                                             Proposed maximum      Proposed maximum
  Title of each class of securities       Amount to be      offering price per    aggregate offering       Amount of
           to be registered                registered            share(1)              price(1)        registration fee
  ----------------------------------- --------------------- -------------------- --------------------- ------------------
  <S>                                 <C>                   <C>                  <C>                   <C>
  Class A Common Stock, $0.001 par
  value                                 1,000,000 shares        $    32.35         $    32,350,000        $   8,993.30
  ----------------------------------- --------------------- -------------------- --------------------- ------------------
  </TABLE>
  
  (1)  Estimated solely for the purpose of determining the registration fee and
       computed pursuant to Rule 457(h) and based upon the average of the high
       and low sale prices on May 26, 1999 as reported by the Nasdaq National
       Market.
  
  (2)  This Registration Statement registers an additional 1,000,000 shares
       issuable under the Registrant's 1996 Equity Incentive Plan (the "Plan").
       The Registrant has previously registered 2,000,000 (3,000,000 after giving
       effect the 3:2 stock split effective February 27, 1998) shares under the
       Plan (Registration Statement No. 333-10337).
  
  
  <PAGE>   2
  
  STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION
  STATEMENT.
  
  Pursuant to Instruction E to Form S-8, the contents of our registration
  statement on Form S-8 filed with the SEC on August 16, 1996 (File No.
  333-10337) relating to the registration of 2,000,000 shares of the registrant's
  Class A common stock, $0.001 par value per share, authorized for issuance under
  our 1996 Equity Incentive Plan (the "Plan"), are incorporated by reference in
  their entirety in this registration statement, except as to the items set forth
  below. The 2,000,000 shares of Class A common stock registered under the
  Registration Statement on Form S-3 (File No. 333-10337) currently represent
  3,000,000 shares of Class A common stock after giving effect to a 3:2 stock
  split which became effective on February 27, 1998. This Registration Statement
  provides for the registration of an additional 1,000,000 shares of our Class A
  Common Stock to be issued under the Plan.
  
  ITEM 8.  EXHIBITS.
  
           See Exhibit Index on page 5.
  
  
                                         2
  <PAGE>   3
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Baton Rouge, State of Louisiana, on this 28th
  day of May, 1999.
  
                                  LAMAR ADVERTISING COMPANY
  
  
  
                                  By: /s/ Kevin P. Reilly
                                      -------------------------------------------
                                      Kevin P. Reilly, Jr., Chairman, President
                                      and Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Lamar Advertising
  Company, hereby severally constitute and appoint Kevin P. Reilly, Jr., Keith A.
  Istre, Charles W. Lamar, III, Ben R. Miller, Jr. and Stanley Keller, and each
  of them singly, our true and lawful attorneys-in-fact, with full power to them
  in any and all capacities, to sign any amendments to this Registration
  Statement on Form S-8 (including any post-effective amendments thereto), and to
  file the same, with exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, hereby ratifying and
  confirming all that each of said attorneys-in-fact may do or cause to be done
  by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities indicated on this 28th day of May, 1999:
  
  Signature                                       Capacity
  
    /s/ Kevin P. Reilly Jr.           President, Chief Executive Officer
  -------------------------           (Principal Executive Officer) and Director
  Kevin P. Reilly, Jr.
  
    /s/ Keith A. Istre                Chief Financial Officer
  -------------------------           (Principal Financial Officer and Principal
  Keith A. Istre                      Accounting Officer) and Director
  
    /s/ Charles W. Lamar, III         Director
  -------------------------
  Charles W. Lamar, III
  
    /s/ Gerald H. Marchand            Director
  -------------------------
  Gerald H. Marchand
  
    /s/ Stephen P. Mumblow            Director
  -------------------------
  Stephen P. Mumblow
  
    /s/ Sean E. Reilly                Director
  -------------------------
  Sean E. Reilly
  
    /s/ Jack S. Rome, Jr.             Director
  -------------------------
  Jack S. Rome, Jr.
  
                                      Director
  -------------------------
  T. Everett Stewart, Jr.
  
  
                                         3
  <PAGE>   4
  
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER            DESCRIPTION
  ------            -----------
  
  <S>               <C>
    4.1             Amended and Restated Certificate of Incorporation of Lamar
                    Advertising Company, as amended. Filed as Exhibit 3.1 to the
                    Registrant's Registration Statement on Form S-1 (File No.
                    333-05479) and incorporated herein by reference, as amended
                    by Amendment to Certificate of Incorporation filed as Exhibit
                    3.2 to the Registrant's Annual Report on Form 10-K for the
                    fiscal year ended December 31, 1997 (File No. 1-12407) and
                    incorporated herein by reference.
  
    4.2             Amended and Restated By-Laws of Lamar Advertising Company.
                    Filed as Exhibit 3.2 to the Registrant's Registration
                    Statement on Form S-1 (File No. 333-05479) and incorporated
                    herein by reference.
  
    5               Opinion of Palmer & Dodge LLP as to the legality of the
                    securities registered hereunder. Filed herewith.
  
    23.1            Consent of Palmer & Dodge LLP (contained in Exhibit 5).
  
    23.2            Consent of KPMG LLP, independent accountants. Filed herewith.
  
    24              Power of Attorney (included in the signature page hereto).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 8664}]
metadata_filer: {"company-data": {"conformed-name": "LAMAR ADVERTISING CO", "cik": "0000899045", "assigned-sic": "7311", "irs-number": "721205791", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79571", "film-number": "99637478"}, "business-address": {"street1": "5551 CORPORATE BLVD", "city": "BATON ROUGE", "state": "LA", "zip": "70808", "phone": "5049261000"}, "mail-address": {"street1": "5551 CORPORATE BOULEVARD", "city": "BATON ROUGE", "state": "LA", "zip": "70808"}}
text: 1
        As filed with the Securities and Exchange Commission on May 28, 1999
  
                                                            REGISTRATION NO. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                             LAMAR ADVERTISING COMPANY
               (Exact Name of Registrant as Specified in its Charter)
  DELAWARE                                         72-1205791
  (State or Other Jurisdiction of Incorporation)        (I.R.S. Employer Identification No.)
  5551 CORPORATE BLVD., BATON ROUGE, LOUISIANA 70808
                      (Address of Principal Executive Offices)
  
                             1996 EQUITY INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                KEVIN P. REILLY, JR.
                  Chairman, President and Chief Executive Officer
                             Lamar Advertising Company
                              5551 Corporate Boulevard
                            Baton Rouge, Louisiana 70808
                                   (225) 926-1000
             (Name, Address and Telephone Number of Agent for Service)
  
                                  with copies to:
  
                                STANLEY KELLER, ESQ.
                                 Palmer & Dodge LLP
                                 One Beacon Street
                            Boston, Massachusetts 02108
                                   (617) 573-0100
  
                          CALCULATION OF REGISTRATION FEE
  ----------------------------------- --------------------- -------------------- --------------------- ------------------
                                                             Proposed maximum      Proposed maximum
  Title of each class of securities       Amount to be      offering price per    aggregate offering       Amount of
           to be registered                registered            share(1)              price(1)        registration fee
  ----------------------------------- --------------------- -------------------- --------------------- ------------------
  Class A Common Stock, $0.001 par
  value                                 1,000,000 shares        $    32.35         $    32,350,000        $   8,993.30
  ----------------------------------- --------------------- -------------------- --------------------- ------------------
  (1)  Estimated solely for the purpose of determining the registration fee and
       computed pursuant to Rule 457(h) and based upon the average of the high
       and low sale prices on May 26, 1999 as reported by the Nasdaq National
       Market.
  
  (2)  This Registration Statement registers an additional 1,000,000 shares
       issuable under the Registrant's 1996 Equity Incentive Plan (the "Plan").
       The Registrant has previously registered 2,000,000 (3,000,000 after giving
       effect the 3:2 stock split effective February 27, 1998) shares under the
       Plan (Registration Statement No. 333-10337).
  2
  
  STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION
  STATEMENT.
  
  Pursuant to Instruction E to Form S-8, the contents of our registration
  statement on Form S-8 filed with the SEC on August 16, 1996 (File No.
  333-10337) relating to the registration of 2,000,000 shares of the registrant's
  Class A common stock, $0.001 par value per share, authorized for issuance under
  our 1996 Equity Incentive Plan (the "Plan"), are incorporated by reference in
  their entirety in this registration statement, except as to the items set forth
  below. The 2,000,000 shares of Class A common stock registered under the
  Registration Statement on Form S-3 (File No. 333-10337) currently represent
  3,000,000 shares of Class A common stock after giving effect to a 3:2 stock
  split which became effective on February 27, 1998. This Registration Statement
  provides for the registration of an additional 1,000,000 shares of our Class A
  Common Stock to be issued under the Plan.
  
  ITEM 8.  EXHIBITS.
  
           See Exhibit Index on page 5.
  
                                         2
  3
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Baton Rouge, State of Louisiana, on this 28th
  day of May, 1999.
  
                                  LAMAR ADVERTISING COMPANY
  
                                  By: /s/ Kevin P. Reilly
                                      -------------------------------------------
                                      Kevin P. Reilly, Jr., Chairman, President
                                      and Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Lamar Advertising
  Company, hereby severally constitute and appoint Kevin P. Reilly, Jr., Keith A.
  Istre, Charles W. Lamar, III, Ben R. Miller, Jr. and Stanley Keller, and each
  of them singly, our true and lawful attorneys-in-fact, with full power to them
  in any and all capacities, to sign any amendments to this Registration
  Statement on Form S-8 (including any post-effective amendments thereto), and to
  file the same, with exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, hereby ratifying and
  confirming all that each of said attorneys-in-fact may do or cause to be done
  by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities indicated on this 28th day of May, 1999:
  
  Signature                                       Capacity
  
    /s/ Kevin P. Reilly Jr.           President, Chief Executive Officer
  -------------------------           (Principal Executive Officer) and Director
  Kevin P. Reilly, Jr.
  
    /s/ Keith A. Istre                Chief Financial Officer
  -------------------------           (Principal Financial Officer and Principal
  Keith A. Istre                      Accounting Officer) and Director
  
    /s/ Charles W. Lamar, III         Director
  -------------------------
  Charles W. Lamar, III
  
    /s/ Gerald H. Marchand            Director
  -------------------------
  Gerald H. Marchand
  
    /s/ Stephen P. Mumblow            Director
  -------------------------
  Stephen P. Mumblow
  
    /s/ Sean E. Reilly                Director
  -------------------------
  Sean E. Reilly
  
    /s/ Jack S. Rome, Jr.             Director
  -------------------------
  Jack S. Rome, Jr.
  
                                      Director
  -------------------------
  T. Everett Stewart, Jr.
  
                                         3
  4
  
                                   EXHIBIT INDEX
  EXHIBIT
  NUMBER            DESCRIPTION
  ------            -----------
  4.1             Amended and Restated Certificate of Incorporation of Lamar
                    Advertising Company, as amended. Filed as Exhibit 3.1 to the
                    Registrant's Registration Statement on Form S-1 (File No.
                    333-05479) and incorporated herein by reference, as amended
                    by Amendment to Certificate of Incorporation filed as Exhibit
                    3.2 to the Registrant's Annual Report on Form 10-K for the
                    fiscal year ended December 31, 1997 (File No. 1-12407) and
                    incorporated herein by reference.
  
    4.2             Amended and Restated By-Laws of Lamar Advertising Company.
                    Filed as Exhibit 3.2 to the Registrant's Registration
                    Statement on Form S-1 (File No. 333-05479) and incorporated
                    herein by reference.
  
    5               Opinion of Palmer & Dodge LLP as to the legality of the
                    securities registered hereunder. Filed herewith.
  
    23.1            Consent of Palmer & Dodge LLP (contained in Exhibit 5).
  
    23.2            Consent of KPMG LLP, independent accountants. Filed herewith.
  
    24              Power of Attorney (included in the signature page hereto).