[FORM OF UNDERWRITING AGREEMENT]









                [INSERT PRINCIPAL AMOUNT OR NUMBER OF SECURITIES]









                            LAMAR ADVERTISING COMPANY







                          [INSERT TITLE OF SECURITIES]











                             UNDERWRITING AGREEMENT



                            DATED              ,

                                  ---------- --  ----







<PAGE>   2







                             UNDERWRITING AGREEMENT











                                                                   [Insert date]



                                                            ----------- --, ----



[Insert Name and Address of Underwriter(s)]



Ladies and Gentlemen:



         [If shares of capital stock will be issued, the first introductory

    paragraph will be inserted. If debt securities will be issued, the second

                     introductory paragraph will be used.]



         [Lamar Advertising Company, a Delaware corporation (the "Company"),

proposes to issue and sell to you (the "Underwriter(s)") an aggregate of {___}

shares (the "Securities") of its {insert class of capital stock}, par value

$____ per share (the "{insert class of capital stock}"). {If the Underwriter(s)

will be granted an over-allotment option to purchase additional Securities, then

the following provision will be inserted and the defined term "Securities" above

will be changed to "Firm Securities".} {In addition, the Company has granted to

the Underwriter(s) an option to purchase up to an additional {___} shares (the

"Option Securities") of {insert class of capital stock}, as provided in Section

2. The Firm Securities and, if and to the extent such option is exercised, the

Option Securities, are collectively called the "Securities."}]



         [Lamar Advertising Company, a Delaware corporation (the "Company"),

proposes to issue and sell to you (the "Underwriter(s)") $_________ aggregate

principal amount of its {insert full title of security} (the "Securities") to be

issued pursuant to an indenture to be dated as of {insert date} (the

"Indenture") {between} {among} the Company {if the securities will be

guaranteed, then the following phrase will be inserted-"certain subsidiaries of

the Company as guarantors (the "Guarantors")"} and {name of financial

institution}, as trustee (the "Trustee"). {If the Underwriters will be granted

an over-allotment option to purchase additional securities, then the following

provision will be inserted and the defined term "Securities" above will be

changed to "Firm Securities"}. {In addition, the Company has granted to the

Underwriter(s) an option to purchase up to $_____________ additional aggregate

principal amount of Securities (the "Option Securities") to be issued pursuant

to the Indenture, as provided in Section 2. The Firm Securities, and if and to

the extent such option is exercised, the Option Securities, are collectively

called the "Securities".} {If the Securities will be guaranteed, then the

following provision will be inserted- "Payment of the principal, interest and

premium, if any, on the Securities shall be guaranteed on a senior, subordinated

basis by each of the Guarantors as provided and to the extent set forth in the

Indenture (the "Guarantees"). All references herein to the Securities include

the Guarantees. The Company and the Guarantors are collectively called the

"Registrants"}].









<PAGE>   3



         In consideration of the mutual agreements contained herein and of the

interests of the parties in the transactions contemplated hereby, the parties

hereto agree as follows:



         SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.



         The Company represents and warrants as follows:



         (a) A registration statement on Form S-3 (File No. 333-50559) (the

"1998 Registration Statement") and a registration statement on Form S-3 (File

No. 333-71929) (the "1999 Registration Statement") with respect to, among other

securities, the Securities [if the Securities are convertible, the following

will be inserted-"and the shares of {insert title of underlying securities}

issuable upon exercise or conversion of the Securities (the "Underlying

Securities")], have been filed with the Securities and Exchange Commission (the

"Commission") under the Securities Act of 1933, as amended (the "Act") and have

become effective. On the effective date of each such registration statement,

such registration statement conformed in all material respects with the

requirements of the Act, [if debt securities will be issued-", Trust Indenture

Act of 1939, as amended (the "Trust Indenture Act")" will be inserted], and the

Rules and Regulations of the Commission (the "Rules and Regulations"). Copies of

the 1999 Registration Statement, including the prospectus contained therein but

excluding exhibits to such registration statement other than those documents

incorporated by reference in such prospectus, as finally amended and revised,

have heretofore been delivered by the Company to the Underwriter(s). The 1998

and 1999 Registration Statements, including any documents incorporated therein

by reference and any exhibits, financial statements and schedules thereto, are

herein collectively referred to as the "Registration Statements". No

post-effective amendments to the Registration Statements have been filed as of

the date of this Agreement, except that the 1999 Registration Statement

constitutes a post-effective amendment of the 1998 Registration Statement. The

form of prospectus dated February 4, 1999 included in the 1999 Registration

Statement, as supplemented by the prospectus supplement, dated the date of this

Agreement, relating to the offering of the Securities and to be filed by the

Company with the Commission pursuant to Rule 424(b), is herein referred to as

the "Prospectus." Any reference herein to the Registration Statements or the

Prospectus shall be deemed to refer to and include the documents incorporated by

reference therein, and, in the case of any reference herein to the Prospectus,

also shall be deemed to include any supplements relating to the Securities being

issued and sold pursuant hereto filed with the Commission under Rule 424(b), in

each case, subsequent to the date hereof and prior to the termination of the

offering of the Securities by the Underwriter(s).



         (b) Except as otherwise disclosed in the Prospectus, subsequent to the

respective dates as of which information is given in the Prospectus: (i) there

has been no material adverse change, or any development that could reasonably be

expected to result in a material adverse change, in the condition, financial or

otherwise, or in the earnings, business or operations, whether or not arising

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