Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On May 24, 2007, upon the recommendation of the Compensation Committee, the Board of Directors of Lamar Advertising Company approved a new director compensation package for non-employee directors. This compensation package is in lieu of the current compensation package with payments under the revised system being made retroactively for board service as of January 1, 2007.

The annual retainer paid to non-employee directors was increased to $42,000 per year, paid monthly and directors will continue to be reimbursed for travel expenses incurred to attend board meetings. Non-employee directors who serve on the Audit, Compensation and/or Nominating and Governance Committees of the board will also receive a fee of $1,500 for each committee meeting attended in 2007 and succeeding years until otherwise set by the board.

In addition, the annual fee paid to the Chair of the Audit Committee was increased to $12,000 per year and the annual fee paid to the Chair of the Compensation Committee was increased to $6,000 per year, each of which are paid on a quarterly basis.

The Compensation Committee also adopted a resolution to grant to each individual elected as a non-employee director of the Company, automatically upon his or her election or re-election at an annual meeting of stockholders (commencing with the 2007 annual meeting of stockholders held on May 24, 2007) a restricted stock award in shares of the Company’s Class A common stock with a fair market value as set forth below (rounded down to the nearest whole share), which fair market value shall be determined based upon the closing price of the Class A common stock on the date of such election, 50% of which shall be fully vested on the grant date and 50% of which shall vest on the last day of such director’s one-year term (the business day prior to the Company’s next annual meeting of stockholders) with pro-rated grants upon an election other than at an annual meeting of stockholders whether by action of the board or the stockholders and whether to fill a vacancy or otherwise.

The form of Restricted Stock Agreement for Non-Employee directors is attached hereto as Exhibit 10.1.

     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.