content: <PAGE>   1
       As filed with the Securities and Exchange Commission on August 16, 1996
  
                                                       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
                                   (504) 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
  
                             ---------------------------
  
  <TABLE>
                                                     CALCULATION OF REGISTRATION FEE
  <CAPTION>
  - ------------------------------------------------------------------------------------------------------------------------------------
  
                                                                      Proposed            Proposed maximum
  Title of each class of securities to      Amount to be          maximum offering       aggregate offering          Amount of
            be registered                    registered          price per share(1)           price(1)            registration fee
  - ------------------------------------------------------------------------------------------------------------------------------------
     <S>                                  <C>                          <C>                  <C>                      <C>       
     Class A Common Stock, $0.001
     par value                            2,000,000 shares             $21.25               $42,500,000              $14,655.17
  - ------------------------------------------------------------------------------------------------------------------------------------
  <FN>
  
  (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 August 9, 1996 as reported by the Nasdaq National Market.
  </TABLE>
  
  
  <PAGE>   2
  
  
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  The following documents filed with the Commission are incorporated herein by
  reference:
  
           (a) The Registrant's Prospectus dated August 2, 1996 relating to
  4,735,000 shares of its Class A Common Stock, filed pursuant to Rule 424(b) of
  the Securities Act of 1933, as amended (the "Securities Act"), on August 5,
  1996, which contains audited financial statements for the Registrant's fiscal
  year ended October 31, 1996, the latest fiscal year for which such statements
  have been filed by the Registrant.
  
           (b) All other reports of the Registrant filed pursuant to Section 13(a)
  or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), since the end of the fiscal year covered by the Prospectus referred to in
  (a) above.
  
           (c) The description of the Registrant's Class A Common Stock contained
  in its Registration Statement on Form 8-A (File No. 0-20833) filed on June 7,
  1996, as amended by Form 8-A/A filed on July 31, 1996, including any further
  amendment or report filed hereafter for the purpose of updating such
  description.
  
           All documents filed after the date of this Registration Statement by
  the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
  Act and prior to the filing of a post-effective amendment which indicates that
  all shares of Class A Common Stock offered hereunder have been sold or which
  deregisters all shares of Class A Common Stock remaining unsold shall be deemed
  to be incorporated by reference herein and to be a part hereof from the date of
  the filing of such reports and documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
  
           Section 145 of the Delaware General Corporation Law (the "DGCL") grants
  the Company the power to indemnify each person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal, administrative or investigative by
  reason of the fact that he is or was a director, officer, employee or agent of
  the Company, or is or was serving at the request of the Company as a director,
  officer, employee or agent of another corporation, partnership, joint venture,
  trust or other enterprise, against expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement actually and reasonably incurred
  by him in connection with any such action, suit or proceeding if he acted in
  good faith and in a manner he reasonably believed to be in or not opposed to the
  best interests of the Company, and with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful,
  provided, however, no indemnification shall be made in connection with any
  proceeding brought by or in the right of the Company where the person involved
  in adjudged to be liable to the Company except to the extent approved by a
  court.
  
                                          2
  
  
  <PAGE>   3
  
  
  
           The Company's Amended and Restated By-Laws provide that any person who
  is made a party to any action or proceeding because such person is or was a
  director or officer of the Company will be indemnified and held harmless against
  all claims, liabilities and expenses, including those expenses incurred in
  defending a claim and amounts paid or agreed to be paid in connection with
  reasonable settlements made before final adjudication with the approval of the
  Board of Directors, if such person has not acted, or in the judgement or the
  shareholders or directors of the Company has not acted, with willful or
  intentional misconduct. The indemnification provided for in the Company's
  Amended and Restated By-laws is expressly not exclusive of any other rights to
  which those seeking indemnification may be entitled as a matter of law.
  
           The Company's Amended and Restated Certificate of Incorporation
  provides that directors of the Company will not be personally liable to the
  Company or its stockholders for monetary damages for breach of fiduciary duty as
  a director, whether or not an individual continues to be a director at the time
  such liability is asserted, except for liability (i) for any breach of the
  director's duty of loyalty to the Company or its stockholders, (ii) for acts or
  omissions not in good faith or which involve intentional misconduct or a knowing
  violation of law, (iii) under Section 174 of the DGCL, relating to prohibited
  dividends or distributions or the repurchase or redemption of stock, or (iv) for
  any transaction from which the director derives an improper personal benefit.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           See Exhibit Index on page 6.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)  The undersigned Registrant hereby undertakes:
  
                (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:
  
                    (i)   To include any prospectus required by Section 10(a)(3) 
  of the Securities Act;
  
                    (ii)  To reflect in the prospectus any facts or events arising
  after the effective date of this Registration Statement (or the most recent
  post-effective amendment thereof) which, individually or in the aggregate,
  represents a fundamental change in the information set forth in this
  Registration Statement;
  
                    (iii) To include any material information with respect to the
  plan of distribution not previously disclosed in this Registration Statement or
  any material change to such information in this Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Registrant pursuant to
  Section 13 or Section 15(d) of the Exchange Act that are incorporated by
  reference in this Registration Statement.
  
                (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                                          3
  
  
  <PAGE>   4
  
  
  
  
                (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (b)  The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act that is incorporated by reference in this Registration Statement
  shall be deemed to be a new registration statement relating to the securities
  offered therein and the offering of such securities at that time shall be deemed
  to be initial bona fide offering thereof.
  
           (c)  Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the provisions referred to in Item 6 hereof, or
  otherwise, the Registrant has been advised that in the opinion of the Securities
  and Exchange Commission such indemnification is against public policy as
  expressed in the Securities Act and is, therefore, unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer or
  controlling person of the Registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
  
                                         4
  <PAGE>   5
  
  
  
                                     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 16th day of
  August, 1996.
  
                                 LAMAR ADVERTISING COMPANY
                                 (Registrant)
  
  
                                 By:/s/ Kevin P. Reilly, Jr.
                                    ----------------------------------------------
                                    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.
  
  <TABLE>
           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 16th day of August, 1996:
  <CAPTION>
  
  Signature                                                   Capacity
  - ---------                                                   --------
  
  <S>                                          <C>
  /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
  
                                               Director
  - ----------------------------------
  Dudley W. Coates
  
  /s/ Charles W. Lamar, III                    Director
  - ----------------------------------
  Charles W. Lamar, III
  
  /s/ Gerald H. Marchand                       Director
  - ----------------------------------
  Gerald H. Marchand
  
  /s/ Jack S. Rome, Jr.                        Director
  - ----------------------------------
  Jack S. Rome, Jr.
  
                                               Director
  - ----------------------------------
  William R. Schmidt
  
  /s/ T. Everett Stewart, Jr.                  Director
  - ----------------------------------
  T. Everett Stewart, Jr.
  </TABLE>
  
  
  <PAGE>   6
  
  
  
  <TABLE>
                                               EXHIBIT INDEX
  <CAPTION>
  
  EXHIBIT                                                                                        PAGE
  NUMBER                      DESCRIPTION                                                        NUMBER
  - ------                      -----------                                                        ------
  
  <S>       <C>                                                                                    <C>
  4.1       Amended and Restated Certificate of Incorporation of Lamar Advertising
            Company.  Filed as Exhibit 3.1 to the Registrant's Registration Statement on
            Form S-1 (File No. 333-05479) 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.                                                            7
  
  23.1      Consent of KPMG Peat Marwick LLP, independent accountants.  Filed herewith.            8
  
  23.2      Consent of Palmer & Dodge LLP (contained in Exhibit 5).
  
  24        Power of Attorney (included in the signature page hereto).
  
  99        Lamar Advertising Company 1996 Equity Incentive Plan. Filed as Exhibit
            10.14 to the Registrant's Registration Statement on Form S-1 (File No. 333-
            05479) and incorporated herein by reference.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "LAMAR ADVERTISING COMPANY", "secsgml_size_bytes": 16825}]
metadata_filer: {"company-data": {"conformed-name": "LAMAR ADVERTISING CO", "cik": "0000899045", "assigned-sic": "7311", "irs-number": "721205791", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10337", "film-number": "96617066"}, "business-address": {"street1": "5551 CORPORATE BLVD", "city": "BATON ROUGE", "state": "LA", "zip": "70808", "phone": "5049261000"}}
text: 1
       As filed with the Securities and Exchange Commission on August 16, 1996
  
                                                       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
                                   (504) 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            Proposed maximum
  Title of each class of securities to      Amount to be          maximum offering       aggregate offering          Amount of
            be registered                    registered          price per share(1)           price(1)            registration fee
  - ------------------------------------------------------------------------------------------------------------------------------------
  Class A Common Stock, $0.001
     par value                            2,000,000 shares             $21.25               $42,500,000              $14,655.17
  - ------------------------------------------------------------------------------------------------------------------------------------
  (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 August 9, 1996 as reported by the Nasdaq National Market.
  2
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  The following documents filed with the Commission are incorporated herein by
  reference:
  
           (a) The Registrant's Prospectus dated August 2, 1996 relating to
  4,735,000 shares of its Class A Common Stock, filed pursuant to Rule 424(b) of
  the Securities Act of 1933, as amended (the "Securities Act"), on August 5,
  1996, which contains audited financial statements for the Registrant's fiscal
  year ended October 31, 1996, the latest fiscal year for which such statements
  have been filed by the Registrant.
  
           (b) All other reports of the Registrant filed pursuant to Section 13(a)
  or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), since the end of the fiscal year covered by the Prospectus referred to in
  (a) above.
  
           (c) The description of the Registrant's Class A Common Stock contained
  in its Registration Statement on Form 8-A (File No. 0-20833) filed on June 7,
  1996, as amended by Form 8-A/A filed on July 31, 1996, including any further
  amendment or report filed hereafter for the purpose of updating such
  description.
  
           All documents filed after the date of this Registration Statement by
  the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
  Act and prior to the filing of a post-effective amendment which indicates that
  all shares of Class A Common Stock offered hereunder have been sold or which
  deregisters all shares of Class A Common Stock remaining unsold shall be deemed
  to be incorporated by reference herein and to be a part hereof from the date of
  the filing of such reports and documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
  
           Section 145 of the Delaware General Corporation Law (the "DGCL") grants
  the Company the power to indemnify each person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal, administrative or investigative by
  reason of the fact that he is or was a director, officer, employee or agent of
  the Company, or is or was serving at the request of the Company as a director,
  officer, employee or agent of another corporation, partnership, joint venture,
  trust or other enterprise, against expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement actually and reasonably incurred
  by him in connection with any such action, suit or proceeding if he acted in
  good faith and in a manner he reasonably believed to be in or not opposed to the
  best interests of the Company, and with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful,
  provided, however, no indemnification shall be made in connection with any
  proceeding brought by or in the right of the Company where the person involved
  in adjudged to be liable to the Company except to the extent approved by a
  court.
  
                                          2
  3
  
           The Company's Amended and Restated By-Laws provide that any person who
  is made a party to any action or proceeding because such person is or was a
  director or officer of the Company will be indemnified and held harmless against
  all claims, liabilities and expenses, including those expenses incurred in
  defending a claim and amounts paid or agreed to be paid in connection with
  reasonable settlements made before final adjudication with the approval of the
  Board of Directors, if such person has not acted, or in the judgement or the
  shareholders or directors of the Company has not acted, with willful or
  intentional misconduct. The indemnification provided for in the Company's
  Amended and Restated By-laws is expressly not exclusive of any other rights to
  which those seeking indemnification may be entitled as a matter of law.
  
           The Company's Amended and Restated Certificate of Incorporation
  provides that directors of the Company will not be personally liable to the
  Company or its stockholders for monetary damages for breach of fiduciary duty as
  a director, whether or not an individual continues to be a director at the time
  such liability is asserted, except for liability (i) for any breach of the
  director's duty of loyalty to the Company or its stockholders, (ii) for acts or
  omissions not in good faith or which involve intentional misconduct or a knowing
  violation of law, (iii) under Section 174 of the DGCL, relating to prohibited
  dividends or distributions or the repurchase or redemption of stock, or (iv) for
  any transaction from which the director derives an improper personal benefit.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           See Exhibit Index on page 6.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)  The undersigned Registrant hereby undertakes:
  
                (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:
  
                    (i)   To include any prospectus required by Section 10(a)(3) 
  of the Securities Act;
  
                    (ii)  To reflect in the prospectus any facts or events arising
  after the effective date of this Registration Statement (or the most recent
  post-effective amendment thereof) which, individually or in the aggregate,
  represents a fundamental change in the information set forth in this
  Registration Statement;
  
                    (iii) To include any material information with respect to the
  plan of distribution not previously disclosed in this Registration Statement or
  any material change to such information in this Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Registrant pursuant to
  Section 13 or Section 15(d) of the Exchange Act that are incorporated by
  reference in this Registration Statement.
  
                (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                                          3
  4
  
                (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (b)  The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act that is incorporated by reference in this Registration Statement
  shall be deemed to be a new registration statement relating to the securities
  offered therein and the offering of such securities at that time shall be deemed
  to be initial bona fide offering thereof.
  
           (c)  Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the provisions referred to in Item 6 hereof, or
  otherwise, the Registrant has been advised that in the opinion of the Securities
  and Exchange Commission such indemnification is against public policy as
  expressed in the Securities Act and is, therefore, unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer or
  controlling person of the Registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
                                         4
  5
  
                                     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 16th day of
  August, 1996.
  
                                 LAMAR ADVERTISING COMPANY
                                 (Registrant)
  
                                 By:/s/ Kevin P. Reilly, Jr.
                                    ----------------------------------------------
                                    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 16th day of August, 1996:
  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
  
                                               Director
  - ----------------------------------
  Dudley W. Coates
  
  /s/ Charles W. Lamar, III                    Director
  - ----------------------------------
  Charles W. Lamar, III
  
  /s/ Gerald H. Marchand                       Director
  - ----------------------------------
  Gerald H. Marchand
  
  /s/ Jack S. Rome, Jr.                        Director
  - ----------------------------------
  Jack S. Rome, Jr.
  
                                               Director
  - ----------------------------------
  William R. Schmidt
  
  /s/ T. Everett Stewart, Jr.                  Director
  - ----------------------------------
  T. Everett Stewart, Jr.
  6
  
                                               EXHIBIT INDEX
  EXHIBIT                                                                                        PAGE
  NUMBER                      DESCRIPTION                                                        NUMBER
  - ------                      -----------                                                        ------
  4.1       Amended and Restated Certificate of Incorporation of Lamar Advertising
            Company.  Filed as Exhibit 3.1 to the Registrant's Registration Statement on
            Form S-1 (File No. 333-05479) 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.                                                            7
  
  23.1      Consent of KPMG Peat Marwick LLP, independent accountants.  Filed herewith.            8
  
  23.2      Consent of Palmer & Dodge LLP (contained in Exhibit 5).
  
  24        Power of Attorney (included in the signature page hereto).
  
  99        Lamar Advertising Company 1996 Equity Incentive Plan. Filed as Exhibit
            10.14 to the Registrant's Registration Statement on Form S-1 (File No. 333-
            05479) and incorporated herein by reference.