LAMAR ADVERTISING CO/NEW — Director's Dealing 2012

Jan 30, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: LAMAR ADVERTISING CO/NEW (LAMR)
CIK: 0001090425
Period of Report: 2011-12-31

Reporting Person: REILLY SEAN E (Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-14	Class B Common Stock	$	J	757375	Disposed		Class A Common Stock (757375)	Direct
2011-12-14	Class B Common Stock	$	J	757375	Acquired		Class B Common Stock (757375)	Indirect
2011-12-16	Class B Common Stock	$	G	253769	Disposed		Class B Common Stock (757375)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class B Common Stock (9000000)	9000000	Indirect

Footnotes

F1: Pursuant to the terms of the Issuer's Certificate of Incorporation, the Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis, exercisable immediately, and has no expiration date.

F2: The reporting person transferred these shares to the Jennifer and Sean Reilly, LLC (the "Reilly LLC"), a limited liability company of which the reporting person and his wife are the sole members.

F3: Represents separate gifts of interests of limited liability company membership interests in the Reilly LLC to three trusts for the benefit of the reporting person's children. Each gift represents a 11.1688% interest in the Reilly LLC. The reporting person disclaims beneficial ownership of Lamar Class B Common Stock held by the Reilly LLC except to the extent of his pecuniary interest therein.

F4: Represents 33.5064% of the total number of shares of Class B Common Stock held by the Reilly LLC.

F5: Shares held by the Reilly Family Limited Partnership of which the reporting person is a general partner.