Bowlin Outdoor Advertising & Travel Centers Inc – ‘DEFM14A’ on 12/15/00

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Definitive Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Proxy Statement - Merger                  141    672K 

Document Table of Contents

DEFM14A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT 

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES 
EXCHANGE ACT OF 1934  

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

                                                                [Download Table]
                                                                               
[ ]  Preliminary Proxy Statement          [ ]  Confidential, for Use of the    
                                               Commission Only (as permitted by
                                               Rule 14a-6(e)(2))               
[X]  Definitive Proxy Statement                                                
[ ]  Definitive Additional Materials                                           
[ ]  Soliciting Material Pursuant to Rule 14a-12                               

Bowlin Outdoor Advertising and Travel Centers Incorporated  
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)  

Payment of Filing Fee (Check the appropriate box):                              

[ ]  No fee required.                                                     
   [ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)  Title of each class of securities to which transaction applies:      

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(2)  Aggregate number of securities to which transaction applies:         

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(3)  Per unit price or other underlying value of transaction computed     
     pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):      

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

(4)  Proposed maximum aggregate value of transaction:                     

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(5)  Total fee paid:                                                      

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[X]  Fee paid previously with preliminary materials.                      
 [ ]  Check box if any part of the fee is offset as provided by Exchange Act
        Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
       paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.     

(1)  Amount Previously Paid:                                              

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

(2)  Form, Schedule or Registration Statement No.:                        

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(3)  Filing Party:                                                        

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(4)  Date Filed:                                                          

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PROSPECTUS                                                                      

BOWLIN OUTDOOR ADVERTISING AND TRAVEL 
CENTERS INCORPORATED
150 LOUISIANA NE
ALBUQUERQUE, NM 87108 

Dear Bowlin Outdoor Advertising and Travel Centers Incorporated Stockholder:    

     You are cordially invited to attend the special meeting of the stockholders
of Bowlin Outdoor Advertising and Travel Centers to be held at 9:00 a.m.,       
Mountain Standard Time, on January 19, 2001, at 150 Louisiana NE, Albuquerque,  
New Mexico 87108. At the special meeting, you will be asked to consider and vote
upon a proposal to adopt the merger agreement among Bowlin, Lamar Advertising   
Company and Lamar Southwest Acquisition Corporation, pursuant to which Bowlin   
will become a wholly owned subsidiary of Lamar and you will become a shareholder
of Lamar.                                                                       

   Upon the closing of the merger, outstanding shares of Bowlin common stock
will convert into the right to receive 725,000 shares of Lamar common stock,    
with each Bowlin stockholder entitled to a pro rata share of the 725,000 shares.

Bowlin common stock is traded on the American Stock Exchange under the
symbol "BWN." Lamar common stock is traded on the Nasdaq National Market under  
the symbol "LAMR."                                                              

  Your board of directors has carefully considered and approved the merger
and has determined that the merger is in your best interests. Accordingly, the  
Bowlin board recommends that you vote for adoption of the merger agreement at   
the special meeting. In reaching this determination, the Bowlin board has       
received the written opinion of Sanders Morris Harris Inc. which states that the
consideration to be paid by Lamar in the merger is fair, from a financial point 
of view, to you. A copy of this opinion is attached to the accompanying proxy   
statement/prospectus as Annex C, and we urge you to read this opinion in its    
entirety.                                                                       

We have enclosed a notice of special meeting and a proxy              
statement/prospectus discussing the proposed merger and the merger agreement to 
be considered at the special meeting. A copy of the merger agreement is also    
attached to the proxy statement/prospectus as Annex A. We encourage you to read 
the merger agreement. Also enclosed is a proxy card so you can vote on the      
proposals without attending the special meeting.                                

    THE MERGER INVOLVES CERTAIN RISKS TO BOWLIN OUTDOOR ADVERTISING AND TRAVEL
CENTERS STOCKHOLDERS. SEE "RISK FACTORS," BEGINNING ON PAGE 12.                 

 It is important that your shares be represented at the special meeting.
Whether or not you expect to attend in person, please promptly sign, date and   
return the enclosed proxy card in the enclosed, postage prepaid envelope.       

Thank you, and we look forward to seeing you at the special meeting.  

                 Very truly yours,

                     /s/ MICHAEL L. BOWLIN

                 Michael L. Bowlin
                       Chief Executive Officer

 NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE SHARES OF LAMAR ADVERTISING COMPANY  
COMMON STOCK TO BE ISSUED UNDER THIS PROXY STATEMENT/ PROSPECTUS OR DETERMINED  
IF THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION  
TO THE CONTRARY IS A CRIMINAL OFFENSE.                                          

This proxy statement/prospectus is dated December 1, 2000 and is first
being mailed to stockholders on or about December 14, 2000.                     

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BOWLIN OUTDOOR ADVERTISING AND TRAVEL CENTERS INCORPORATED
150 LOUISIANA NE
ALBUQUERQUE, NM 87108 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON JANUARY 19, 2001

To The Stockholders of Bowlin Outdoor Advertising and Travel Centers            
Incorporated:                                                                   

   The special meeting of the stockholders of Bowlin Outdoor Advertising and
Travel Centers Incorporated, a Nevada corporation, will be held on January 19,  
2001, at 9:00 a.m., Mountain Standard Time at 150 Louisiana NE, Albuquerque, New
Mexico 87108 for the following purposes:                                        

     1. To adopt and approve the merger agreement among Bowlin Outdoor
    Advertising and Travel Centers Incorporated, Lamar Advertising Company and
Lamar Southwest Acquisition Corporation; and                          

    2. To transact any other business that properly comes before the
meeting.                                                              

  Your board of directors has determined that the merger agreement and the
merger are in your best interests and recommends that you vote for adoption of  
the merger agreement.                                                           

   The close of business on December 11, 2000 has been fixed by the board of
directors of Bowlin Outdoor Advertising and Travel Centers Incorporated as the  
record date for determination of the stockholders of Bowlin entitled to notice  
of, and to vote at, the special meeting or any postponement or adjournment.     
Whether or not you plan to attend the special meeting, we urge you to complete, 
sign and return the enclosed proxy card in the enclosed postage-paid envelope.  
You may revoke your proxy at any time before it is voted by delivering a written
notice of such revocation or a duly executed, later-dated proxy to Bowlin       
Outdoor Advertising and Travel Centers Incorporated at 150 Louisiana NE,        
Albuquerque, New Mexico 87108, Attention: Corporate Secretary, or by attending  
the special meeting and voting in person.                                       

                                          By Order of the Board of Directors

                             /s/ MICHAEL L. BOWLIN

                         Michael L. Bowlin
                                 Chairman of the Board and
                               Chief Executive Officer

Albuquerque, New Mexico                                                         
December 14, 2000                                                               

You are invited to attend the special meeting in person. Even if you own only a 
few shares, and whether or not you expect to be present at the meeting, please  
vote, sign, date and mail the enclosed proxy in the accompanying postage-paid   
reply envelope.                                                                 

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and   
financial information about Lamar and Bowlin from other documents that are not  
included in or delivered with this proxy statement/ prospectus. This information
is available to you without charge upon your written or oral request. You can   
obtain those documents, which are incorporated by reference in this proxy       
statement/prospectus, by requesting them in writing or by telephone from the    
appropriate company at the following address and telephone numbers:             

                                                                [Download Table]
                                                              
Lamar Advertising Company         Bowlin Outdoor Advertising &
5551 Corporate Boulevard                     Travel           
  Baton Rouge, LA 70808               Centers Incorporated    
     (225) 926-1000                     150 Louisiana NE      
                                      Albuquerque, NM 87018   
                                         (505) 266-5985       

See "Where You Can Find More Information" on page 64.                 

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
Questions & Answers About The Merger........................    1 
Summary.....................................................    2 
Lamar Advertising Company and Subsidiaries Selected               
  Historical Financial Information..........................    6 
Bowlin Outdoor Advertising and Travel Centers Incorporated        
  Selected Historical Financial Information.................    8 
Comparative Per Share Data..................................    9 
Comparative Stock Prices and Dividends......................   10 
Risk Factors................................................   12 
Special Note Regarding Forward-Looking Statements...........   18 
The Bowlin Special Meeting..................................   19 
Business of Lamar...........................................   20 
Recent Developments.........................................   20 
  Completed Acquisitions....................................   20 
  Pending Acquisitions......................................   20 
Business of Bowlin..........................................   20 
Bowlin Management's Discussion and Analysis of Financial          
  Condition and Results of Operations.......................   21 
  Overview..................................................   21 
  Results of Operations.....................................   21 
  Liquidity and Capital Resources...........................   26 
  Quantitative and Qualitative Disclosures About Market           
    Risk....................................................   27 
Background and Reasons for the Merger.......................   28 
  Background................................................   28 
  Bowlin's Reasons for the Merger...........................   29 
  Opinion of Financial Advisor to Bowlin's Board of               
    Directors...............................................   31 
  Potential Conflicts of Interest of Bowlin Management in         
    the Merger..............................................   37 
The Merger and the Merger Agreement.........................   38 
  General Description of the Merger.........................   38 
  Effective Time............................................   39 
  Merger Consideration for Bowlin Stock and Exchange              
    Ratio...................................................   39 
  No Fractional Shares......................................   39 
  Exchange of Bowlin Stock Certificates.....................   40 
  Treatment of Bowlin Stock Options.........................   40 
  Treatment of Bowlin Benefits..............................   40 
  Accounting Treatment......................................   41 
  Material United States Federal Income Tax Consequences of       
    the Merger..............................................   41 
  Covenants Under the Merger Agreement......................   42 
  Representations and Warranties............................   43 
  Conditions to the Merger..................................   45 
  Termination of the Merger Agreement.......................   46 
  Termination Fees and Expenses.............................   46 
  Amendments and Waivers....................................   47 
  Appraisal or Dissenters' Rights...........................   47 
  Nasdaq Listing of Lamar Stock.............................   47 
  Delisting of Bowlin Stock.................................   47 
  No Listing of Bowlin Travel Stock.........................   47 
  Resales of Lamar Stock by Bowlin Affiliates...............   47 
  Regulatory Matters........................................   48 
Stock Ownership.............................................   49 
  Ownership of Lamar Stock..................................   49 
  Ownership of Bowlin Stock.................................   51 
Comparison of Rights of Lamar and Bowlin Stockholders.......   53 
Legal Matters...............................................   63 
Experts.....................................................   63 
Future Bowlin Stockholder Proposals.........................   64 
Other Matters...............................................   64 
Where You Can Find More Information.........................   64 
Index to Financial Statements...............................  F-1 

Annex A -- Merger Agreement                                                     
Annex B -- Contribution Agreement                                               
Annex C -- Fairness Opinion of Sanders Morris Harris Inc.                       
Annex D -- Bowlin's Annual Report on Form 10-K for the period ended January 31, 
2000                                                      
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QUESTIONS & ANSWERS ABOUT THE MERGER

Q:   WHAT DO I NEED TO DO NOW?                                                  

A:   Carefully read and consider the information contained in this proxy        
   statement/prospectus. Then, please complete, sign and date your proxy and
     return it as soon as possible so that your shares may be represented at the
  special meeting. If you sign and send in your proxy, your shares will be
  voted as you indicate in your proxy. If you sign and send in your proxy,
but do not indicate how you want to vote, we will count the shares    
   represented by your proxy as a vote FOR adoption of the merger agreement.
 If you abstain from voting or do not vote, it will have the effect of a
vote against the merger agreement.                                    

Q:   CAN I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY?                  

A:   Yes. You can change your vote at any time before your proxy is voted. You  
can do this in one of three ways. First, you can send a written notice
stating that you are revoking your proxy. Second, you can complete and
submit a new proxy dated after the date of your original proxy. If you
choose either of these two methods, you must submit your notice of    
  revocation or your new proxy to the Secretary of Bowlin at 150 Louisiana
NE, Albuquerque, New Mexico 87108. Third, you can attend the special  
     meeting and vote in person. Simply attending the meeting, however, will not
revoke your proxy; you must also vote at the special meeting.         

Q:   IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER VOTE MY
SHARES FOR ME?                                                        

A:   Your broker generally will vote your shares only if you provide            
     instructions on how to vote. Follow the information provided to you by your
   broker. If your broker does not vote your shares, it will have the effect
of a vote against the merger.                                         

Q:   WHAT WILL I RECEIVE IN EXCHANGE FOR MY BOWLIN STOCK IN THE MERGER?         

A:   You will receive shares of Class A common stock of Lamar. Assuming the     
     exercise of all outstanding Bowlin options, the number of shares of Class A
     common stock of Lamar that you will receive will equal the number of Bowlin
shares that you own multiplied by .15818.                             

Q:   WHAT IS THE DIFFERENCE BETWEEN THE LAMAR CLASS A COMMON STOCK THAT I WILL  
   RECEIVE IN EXCHANGE FOR MY BOWLIN STOCK IN THE MERGER AND LAMAR'S CLASS B
COMMON STOCK?                                                         

A:   The Class A common stock and the Class B common stock have the same rights 
     and powers, except that a share of Class A common stock entitles the holder
    to one vote and a share of Class B common stock entitles the holder to ten
votes.                                                                

Q:   SHOULD I SEND IN MY BOWLIN STOCK CERTIFICATES NOW?                         

A:   No. After the merger is completed, you will receive written instructions   
  for exchanging your stock certificates. Please do not send in your stock
certificates with your proxy.                                         

Q:   WHEN DO YOU EXPECT THE MERGER TO BE COMPLETED?                             

A:   We are working toward completing the merger as quickly as possible. If     
approved by the Bowlin stockholders, we expect to complete the merger 
during the first quarter of 2001.                                     

Q:   WHOM SHOULD I CALL WITH QUESTIONS?                                         

A:   You can call Bowlin Investor Relations at (505) 266-5985 with questions    
about the merger.                                                     

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SUMMARY 

   This summary highlights what we believe is the most important information
about the merger. Nonetheless, to fully understand the transaction, you should  
read this entire proxy statement/prospectus, including the materials attached as
annexes, as well as the other documents to which we have referred you. See      
"Where You Can Find More Information" on page 64 . The page references in       
parentheses will direct you to a more detailed description of the topics        
presented in this summary.                                                      

THE COMPANIES 

LAMAR (SEE PAGE 20)                                                             

  Lamar is one of the largest and most experienced owners and operators of
outdoor advertising structures in the United States. Lamar also operates the    
largest logo sign business in the United States. Lamar has a holding company    
structure, in which Lamar Advertising Company and its direct wholly-owned       
subsidiary, Lamar Media Corp., serve as holding companies for Lamar's indirect  
subsidiaries.                                                                   

The principal executive offices of Lamar, a Delaware corporation, are 
located at 5551 Corporate Boulevard, Baton Rouge, LA 70808 and its telephone    
number at these offices is (225) 926-1000.                                      

BOWLIN (SEE PAGE 20)                                                            

    Bowlin is a regional leader in the operation of travel centers and outdoor
advertising displays dedicated to serving the traveling public in rural and     
smaller metropolitan areas of the Southwestern United States. The travel center 
assets are being "spun off," or transferred, to a separate entity and will not  
be a part of Bowlin at the time of the merger.                                  

   The principal offices of Bowlin, a Nevada corporation, are located at 150
Louisiana NE, Albuquerque, New Mexico 87108 and its telephone number at these   
offices is (505) 266-5985.                                                      

THE MERGER

SUMMARY OF THE TRANSACTIONS (SEE PAGE 38)                                       

   In the proposed merger, Lamar Southwest Acquisition Corporation, a Nevada
corporation and a wholly owned subsidiary of Lamar, will be merged into Bowlin. 
Bowlin will be the surviving corporation and its name will be changed to Lamar  
Southwest, Inc. On November 1, 2000, Bowlin and its subsidiary, Bowlin Travel   
Centers, Inc., entered into a contribution agreement. The contribution agreement
provides that certain assets and liabilities related to Bowlin's travel centers 
line of business will be contributed to Bowlin Travel. Bowlin will then         
distribute the shares of Bowlin Travel to the Bowlin stockholders immediately   
prior to completion of the merger. The business, assets and liabilities of the  
travel centers line of business will not, therefore, be acquired by Lamar in the
merger with Bowlin. The shares of Bowlin Travel must be distributed to the      
stockholders of Bowlin prior to the consummation of the merger. Also, as part of
the contribution agreement, Bowlin and Bowlin Travel entered into a tax         
agreement that provides Bowlin Travel will be responsible for any taxes         
resulting from the contribution of the travel centers assets to Bowlin Travel   
and the distribution of the shares of Bowlin Travel to the stockholders of      
Bowlin.                                                                         

   The proposed merger will occur following adoption of the merger agreement
by the Bowlin stockholders and satisfaction or waiver of all other conditions to
the merger. The merger agreement is attached as Annex A. We encourage you to    
read it because it is the legal document that governs the merger.               

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WHAT THE HOLDERS OF BOWLIN COMMON STOCK WILL RECEIVE IN THE MERGER (SEE PAGE 39)

     In the proposed merger, Bowlin common stockholders will receive Lamar Class
A common stock, which is referred to in this proxy statement/prospectus as      
"Lamar stock." When we complete the merger, all of the outstanding shares of    
Bowlin common stock, which is referred to in this proxy statement/ prospectus as
"Bowlin stock," will be exchanged for 725,000 shares of Lamar stock. Assuming   
the exercise of all outstanding options, each outstanding share of Bowlin stock 
will convert into a right to receive .15818 of a share of Lamar stock. Lamar    
will not issue any fractional shares of Lamar stock in the merger. Instead,     
Bowlin stockholders will receive cash for fractional shares.                    

MATERIAL FEDERAL INCOME TAX CONSEQUENCES (SEE PAGE 41)                          

     We intend that the merger qualify as a reorganization within the meaning of
Section 368 of the Internal Revenue Code. If the merger does qualify as a       
reorganization, no gain or loss will be recognized by Bowlin, Lamar or the      
merger subsidiary by reason of the merger. In addition, you will not recognize  
gain or loss on the exchange of your shares of Bowlin stock for shares of Lamar 
stock, except for any cash you receive instead of fractional shares.            

 BECAUSE THE TAX CONSEQUENCES OF THE MERGER MAY VARY DEPENDING UPON EACH
    BOWLIN STOCKHOLDER'S PARTICULAR CIRCUMSTANCES, WE URGE YOU TO CONSULT YOUR
OWN TAX ADVISORS ABOUT THE FEDERAL, STATE, LOCAL OR FOREIGN TAX       
CONSEQUENCES TO YOU OF THE MERGER.                                    

APPRAISAL OR DISSENTERS' RIGHTS (SEE PAGE 47)                                   

Bowlin stockholders do not have appraisal or dissenters' rights in    
connection with the merger.                                                     

BOWLIN'S REASONS FOR THE MERGER (SEE PAGE 29)                                   

The Bowlin board concluded that the separation of its two business    
segments, the distribution to the Bowlin stockholders of Bowlin Travel stock,   
and the merger were in the best interests of Bowlin and its stockholders. In    
reaching its decision, the board considered, among other things, its belief     
that:                                                                           

   - the separation of Bowlin into two separate entities, one to operate the
       travel centers business, and the other to operate the outdoor advertising
    business, would improve the travel centers business, and would improve
      the ability of investors to value each business and as a result increase
stockholder value; and                                            

- a merger with Lamar Advertising Company would further increase      
     stockholder value by giving Bowlin stockholders the opportunity to hold
shares in a much larger outdoor advertising company with greater  
      financial resources and opportunities for growth than Bowlin, as well as
a more liquid trading market for its shares.                      

FAIRNESS OPINION OF SANDERS MORRIS HARRIS INC. (SEE PAGE 31)                    

   In deciding to approve the merger, the Bowlin board considered an opinion
from its financial advisor, Sanders Morris Harris Inc. On October 2, 2000,      
Sanders Morris Harris Inc. delivered its written opinion to the Bowlin board    
that as of that date and based on and subject to the matters set forth in the   
opinion, the consideration pursuant to the merger agreement was fair, from a    
financial point of view, to Bowlin stockholders. The full text of this written  
opinion is attached as Annex C to this proxy statement/ prospectus. We encourage
you to read this opinion carefully in its entirety. The opinion of Sanders      
Morris Harris Inc. is directed to the Bowlin board and is not a recommendation  
to any stockholder on how to vote on the merger agreement.                      

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THE SPECIAL MEETING 

DATE AND PURPOSE (SEE PAGE 19)                                                  

A special meeting of Bowlin stockholders will be held at Bowlin's     
headquarters at 150 Louisiana NE, Albuquerque, New Mexico 87108 on January 19,  
2001 at 9:00 a.m., Mountain Standard Time.                                      

RECORD DATE; VOTING RIGHTS (SEE PAGE 19)                                        

     If you owned shares of Bowlin stock as of the close of business on December
11, 2000, the record date for the special meeting, you may vote on the adoption 
of the merger agreement.                                                        

On that date, there were 4,573,348 shares of Bowlin stock outstanding.
Bowlin stockholders will have one vote at the meeting for each share of common  
stock they owned on the record date.                                            

QUORUM; REQUIRED VOTES (SEE PAGE 19)                                            

     The holders of a majority of the outstanding shares of Bowlin stock must be
present, in person or by proxy, at the Bowlin special meeting for there to be a 
quorum. To approve the merger, holders of a majority of the outstanding shares  
of Bowlin stock must vote to adopt the merger agreement. If you fail to vote or 
abstain from voting, it will have the effect of a vote against the merger. A    
broker who holds Bowlin stock as your nominee generally will not have authority 
to vote your shares unless you provide the broker with voting instructions.     

 On the record date, directors and officers of Lamar as a group owned no
shares of Bowlin stock, and directors and officers of Bowlin as a group owned   
approximately 58.8% of the outstanding shares of Bowlin stock.                  

RECOMMENDATION OF THE BOWLIN BOARD (SEE PAGE 29)                                

BOWLIN'S BOARD OF DIRECTORS BELIEVES THAT THE MERGER IS IN THE BEST   
INTEREST OF BOWLIN STOCKHOLDERS AND RECOMMENDS THAT YOU VOTE "FOR" ADOPTION OF  
THE MERGER AGREEMENT.                                                           

OTHER SELECTED INFORMATION

TREATMENT OF STOCK OPTIONS (SEE PAGE 40)                                        

    Any options for Bowlin stock, other than options to purchase 10,000 shares
of Bowlin stock held by HD Brous & Co., Inc., that had not been exercised by    
November 17, 2000, were cancelled and ceased to represent the right to receive  
either Bowlin stock or Lamar stock.                                             

EMPLOYEE MATTERS (SEE PAGE 40)                                                  

The Bowlin employees who become employed by Lamar will be eligible to 
participate in Lamar's 401(k) plan and any assets held in their respective      
accounts of Bowlin's plan will be transferred to Lamar's plan.                  

ACCOUNTING TREATMENT (SEE PAGE 41)                                              

    Lamar will account for the merger under the purchase method of accounting,
which means the assets and liabilities of Bowlin, including its intangible      
assets, will be recorded on Lamar's books at their fair market values. The      
results of operations and cash flows of Bowlin will be included in Lamar's      
financial statements prospectively as of the closing of the merger.             

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REGULATORY APPROVALS (SEE PAGE 48)                                              

    United States antitrust laws prohibit Lamar and Bowlin from completing the
merger until we have furnished information and materials about the companies and
the merger to the Antitrust Division of the Department of Justice and the       
Federal Trade Commission and the required waiting period has expired. Lamar and 
Bowlin have filed the required forms with these government agencies and the     
appropriate waiting period has expired. We are not aware of any other           
governmental or regulatory approvals required for closing the merger other than 
compliance with federal securities laws.                                        

CONDITIONS TO THE MERGER (SEE PAGE 45)                                          

We must satisfy the following conditions before completing the merger:

- Bowlin stockholders must adopt the merger agreement; and            

    - the registration statement of which this proxy statement/prospectus is a
   part must have been declared effective by the SEC and must not be the
subject of any stop order or related proceeding.                  

TERMINATION OF THE MERGER AGREEMENT (SEE PAGE 46)                               

We can mutually terminate the merger agreement without completing the 
merger. Either Lamar or Bowlin may terminate the agreement if the merger is not 
completed by March 31, 2001, and under other circumstances, including failure to
obtain required stockholder approval. Bowlin may terminate the agreement if the 
average closing share price of Lamar stock for the 30 trading days ending on the
last trading day immediately prior to the closing of the merger is below $40.00.

TERMINATION FEES AND EXPENSES (SEE PAGE 46)                                     

 If we do not complete the merger, each party generally will pay its own
expenses. If we complete the merger, Lamar will pay all of Bowlin's             
merger-related expenses up to $1,250,000. Bowlin Travel will assume any costs   
incurred by Bowlin in excess of $1,250,000. Bowlin has agreed to pay Lamar a    
termination fee of $580,000 if either party terminates the merger agreement     
because Bowlin's stockholders fail to adopt the merger agreement.               

COMPARATIVE STOCKHOLDER RIGHTS (SEE PAGE 53)                                    

    When we complete the merger, Bowlin stockholders will hold shares of Lamar
stock. Their rights will thus be governed by Lamar's charter, by-laws and the   
Delaware General Corporation Law.                                               

COMPARATIVE STOCK PRICE INFORMATION (SEE PAGE 10)                               

 Lamar stock is quoted on the Nasdaq National Market and Bowlin stock is
quoted on the American Stock Exchange. The following table presents the market  
value of Lamar stock and the market value of Bowlin stock as of October 3, 2000,
the last business day before we publicly announced the merger agreement.        

                                                        [Enlarge/Download Table]

                                            LAMAR STOCK              BOWLIN STOCK      
                                     -------------------------  -----------------------
                                      HIGH     LOW     CLOSING  HIGH     LOW    CLOSING
                                     ------   ------   -------  -----   -----   -------
                                                                                       
October 3, 2000..................... $38.13   $37.13   $37.44   $6.56   $6.56    $6.56 

    You are encouraged to obtain current market quotations for Lamar stock and
Bowlin stock.                                                                   

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LAMAR ADVERTISING COMPANY AND SUBSIDIARIES
SELECTED HISTORICAL FINANCIAL INFORMATION 

     Lamar is providing the following information to aid you in your analysis of
the financial aspects of the merger. The table below represents selected        
historical consolidated statement of operations and balance sheet data of Lamar 
and its subsidiaries. Lamar derived this information from audited financial     
statements for the years ended October 31, 1995 through October 31, 1996 and    
December 31, 1997 through December 31, 1999 and from unaudited financial        
statements for the nine months ended September 30, 1999 and September 30, 2000. 
Effective January 1, 1997, Lamar changed its fiscal year from a twelve-month    
period ending October 31 to a twelve-month period ending December 31.           

     In Lamar's opinion, the information for the nine months ended September 30,
1999 and 2000 reflects all adjustments, consisting only of normal recurring     
adjustments, necessary to fairly present the results of operations and financial
condition. Results from interim periods should not be considered indicative of  
results for any other periods or for the year. This information is only a       
summary. You should read it in conjunction with Lamar's historical financial    
statements and related notes and the "Management's Discussion and Analysis of   
Financial Condition and Results of Operations," which are incorporated by       
reference into this proxy statement/prospectus.                                 

                                                        [Enlarge/Download Table]

                                     YEAR ENDED                                              NINE MONTHS ENDED   
                                     OCTOBER 31,            YEAR ENDED DECEMBER 31,            SEPTEMBER 30,     
                                 -------------------   ---------------------------------   --------------------- 
                                   1995       1996       1997        1998        1999        1999        2000    
                                 --------   --------   ---------   ---------   ---------   ---------   --------- 
                                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)     (UNAUDITED)      
                                                                                                                 
STATEMENT OF OPERATIONS DATA:                                                                                    
Net revenues...................  $102,408   $120,602   $ 201,062   $ 288,588   $ 444,135   $ 294,614   $ 509,026 
Operating expenses:                                                                                              
  Direct advertising                                                                                             
    expenses...................    34,386     41,184      63,390      92,849     143,090      93,481     162,176 
  General and administrative                                                                                     
    expenses...................    27,057     29,466      45,368      60,935      94,372      64,025     103,213 
  Depreciation and                                                                                               
    amortization...............    15,597     16,712      48,317      88,791     177,138     104,951     231,533 
                                 --------   --------   ---------   ---------   ---------   ---------   --------- 
         Total operating                                                                                         
           expenses............    77,040     87,362     157,075     242,575     414,600     262,457     496,922 
                                 --------   --------   ---------   ---------   ---------   ---------   --------- 
Operating income...............    25,368     33,240      43,987      46,013      29,535      32,157      12,104 
                                 --------   --------   ---------   ---------   ---------   ---------   --------- 
Other expense (income):                                                                                          
  Interest income..............      (199)      (240)     (1,723)       (762)     (1,421)     (1,067)       (968)
  Interest expense.............    15,783     15,441      38,230      60,008      89,619      57,471     109,186 
  Loss (gain) on disposition of                                                                                  
    assets.....................     1,476         91         (15)     (1,152)     (5,481)     (5,666)       (274)
                                 --------   --------   ---------   ---------   ---------   ---------   --------- 
         Total other expense...    17,060     15,292      36,492      58,094      82,717      50,738     107,944 
                                 --------   --------   ---------   ---------   ---------   ---------   --------- 
Earnings (loss) before income                                                                                    
  taxes, extraordinary item and                                                                                  
  cumulative effect of an                                                                                        
  accounting change............     8,308     17,948       7,495     (12,081)    (53,182)    (18,581)    (95,840)
Income tax expense (benefit)...    (2,390)     7,099       4,654        (191)     (9,596)       (362)    (26,959)
                                 --------   --------   ---------   ---------   ---------   ---------   --------- 
Earnings (loss) before                                                                                           
  extraordinary item and                                                                                         
  cumulative effect of an                                                                                        
  accounting change............    10,698     10,849       2,841     (11,890)    (43,586)    (18,219)    (68,881)
Extraordinary loss on debt                                                                                       
  extinguishment...............        --         --          --          --        (182)       (182)         -- 
                                 --------   --------   ---------   ---------   ---------   ---------   --------- 
Earnings (loss) before                                                                                           
  cumulative effect of an                                                                                        
  accounting change............    10,698     10,849       2,841     (11,890)    (43,768)    (18,401)    (68,881)
Cumulative effect of an                                                                                          
  accounting change............        --         --          --          --        (767)       (767)         -- 
                                 --------   --------   ---------   ---------   ---------   ---------   --------- 
Net earnings (loss)............    10,698     10,849       2,841     (11,890)    (44,535)    (19,168)    (68,881)
Preferred stock dividends......        --       (365)       (365)       (365)       (365)       (365)       (273)
                                 --------   --------   ---------   ---------   ---------   ---------   --------- 
Net earnings (loss) applicable                                                                                   
  to common stock..............    10,698     10,484       2,476     (12,255)    (44,900)    (19,533)    (69,154)
                                 ========   ========   =========   =========   =========   =========   ========= 

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                                                        [Enlarge/Download Table]

                                     YEAR ENDED                                              NINE MONTHS ENDED   
                                     OCTOBER 31,            YEAR ENDED DECEMBER 31,            SEPTEMBER 30,     
                                 -------------------   ---------------------------------   --------------------- 
                                   1995       1996       1997        1998        1999        1999        2000    
                                 --------   --------   ---------   ---------   ---------   ---------   --------- 
                                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)     (UNAUDITED)      
                                                                                                                 
Earnings (loss) per common                                                                                       
  share -- basic and diluted:                                                                                    
  Earnings (loss) before                                                                                         
    extraordinary item and                                                                                       
    accounting change(1).......  $   0.21   $   0.25   $    0.05   $    (.24)  $    (.64)  $    (.30)  $    (.77)
  Extraordinary loss on debt                                                                                     
    extinguishment(1)..........        --         --          --          --          --          --          -- 
  Cumulative effect of a change                                                                                  
    in accounting                                                                                                
    principle(1)...............  $     --   $     --   $      --   $      --   $    (.01)  $   (0.01)  $      -- 
                                 --------   --------   ---------   ---------   ---------   ---------   --------- 
  Net earnings (loss)(1).......  $   0.21   $   0.25   $    0.05   $    (.24)  $    (.65)  $    (.31)  $    (.77)
                                 ========   ========   =========   =========   =========   =========   ========= 
Other Data:                                                                                                      
EBITDA(2)......................  $ 40,965   $ 49,952   $  92,304   $ 134,804   $ 206,673   $ 137,108   $ 243,637 
EBITDA margin..................        40%        41%         46%         47%         47%         47%         48%
Cash flows from operating                                                                                        
  activities(3)................  $ 25,065   $ 32,493   $  45,783   $  72,498   $ 110,551   $  65,311   $ 115,468 
Cash flows from investing                                                                                        
  activities(3)................  $(17,817)  $(48,124)  $(370,228)  $(535,217)  $(950,650)  $(882,760)  $(378,097)
Cash flows from financing                                                                                        
  activities(3)................  $ (9,378)  $ 18,175   $ 250,684   $ 584,070   $ 719,903   $ 699,630   $ 260,904 

                                                        [Enlarge/Download Table]

                                    AS OF OCTOBER 31,           AS OF DECEMBER 31,              AS OF    
                                   -------------------  ----------------------------------  SEPTEMBER 30,
                                     1995       1996      1997        1998         1999         2000     
                                   --------   --------  --------   ----------   ----------  -------------
                                                               (IN THOUSANDS)                (UNAUDITED) 
                                                                                                         
BALANCE SHEET DATA:                                                                                      
Cash and cash equivalents......... $  5,886   $  8,430  $  7,246   $  128,597   $    8,401   $    6,676  
Working capital...................    1,737      1,540    18,662       94,221       40,787       45,340  
Total assets......................  133,885    173,189   651,336    1,413,377    3,206,945    3,611,253  
Long term debt (including current                                                                        
  maturities).....................  146,051    131,955   539,200      876,532    1,615,781    1,875,657  
Total long term obligations.......  143,944    130,211   551,865      857,760    1,730,710    1,998,488  
Stockholders' equity (deficit)....  (28,154)    19,041    68,713      466,779    1,391,529    1,508,495  

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

(1) After giving effect to the three-for-two split of Lamar's Class A and Class 
B common stock effective in February 1998.                              

(2) "EBITDA" is defined as operating income before depreciation and             
amortization. It represents a measure which management believes is      
  customarily used to evaluate the financial performance of companies in the
 media industry. However, EBITDA is not a measure of financial performance
   under generally accepted accounting principles and should not be considered
an alternative to operating income or net earnings as an indicator of   
Lamar's operating performance or to net cash provided by operating      
activities as a measure of its liquidity.                               

(3) Cash flows from operating, investing and financing activities are obtained  
from the Company's consolidated statements of cash flows prepared in    
accordance with generally accepted accounting principles.               

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BOWLIN OUTDOOR ADVERTISING AND TRAVEL CENTERS INCORPORATED
SELECTED HISTORICAL FINANCIAL INFORMATION 

  The table below represents selected historical consolidated statement of
income and balance sheet data of Bowlin Outdoor Advertising and Travel Centers  
Incorporated. Bowlin derived this information from audited consolidated         
financial statements for the five years ended January 31, 2000 and from the     
unaudited financial statements for the six months ended July 31, 2000 and 1999. 
This information is only a summary. The data presented below should be read in  
conjunction with the audited consolidated financial statements, related notes   
and Management's Discussion and Analysis of Financial Condition and Results of  
Operations, which are included in this proxy statement/prospectus and provided  
in the enclosed materials.                                                      

                                                        [Enlarge/Download Table]

                                                                                             SIX MONTHS ENDED   
                                                     FISCAL YEARS ENDED,                         JULY 31,       
                                     ----------------------------------------------------   ------------------- 
                                       1996       1997       1998       1999       2000       1999       2000   
                                     --------   --------   --------   --------   --------   --------   -------- 
                                                       (IN THOUSANDS, EXCEPT PER SHARE DATA)    (UNAUDITED)     
                                                                                                                
STATEMENT OF INCOME DATA:                                                                                       
Net sales........................... $ 22,945   $ 24,848   $ 27,159   $ 30,295   $ 34,618   $ 17,727   $ 18,813 
Cost of goods sold..................  (15,003)   (16,340)   (17,531)   (18,848)   (22,350)   (11,188)   (12,138)
                                     --------   --------   --------   --------   --------   --------   -------- 
Gross profit........................    7,942      8,508      9,628     11,447     12,268      6,539      6,675 
General and administrative                                                                                      
  expenses..........................   (6,408)    (6,115)    (6,568)    (7,480)    (8,069)    (3,953)    (3,862)
Depreciation and amortization.......     (857)      (780)    (1,150)    (1,895)    (2,526)    (1,201)    (1,353)
Other operating income..............      490        379         90          7         31         --         -- 
                                     --------   --------   --------   --------   --------   --------   -------- 
Income from operations..............    1,167      1,992      2,000      2,079      1,704      1,385      1,460 
Interest expense....................     (612)      (678)      (722)    (1,108)    (1,934)      (909)    (1,076)
Other income (loss), net............       81        194        469        139        813        291        188 
                                     --------   --------   --------   --------   --------   --------   -------- 
Income before income taxes..........      636      1,508      1,747      1,110        583        767        572 
Income taxes........................      252        603        678        437        245        300        226 
                                     --------   --------   --------   --------   --------   --------   -------- 
                                     $    384   $    905   $  1,069   $    673   $    338   $    467   $    346 
                                     ========   ========   ========   ========   ========   ========   ======== 
Basic and diluted earnings per                                                                                  
  share............................. $   0.11   $   0.26   $   0.24   $   0.15   $   0.08   $   0.11   $   0.08 
                                     ========   ========   ========   ========   ========   ========   ======== 
BALANCE SHEET DATA:                                                                                             
Property & equipment................ $  8,910   $  9,971   $ 16,197   $ 26,425   $ 30,556   $ 29,594   $ 30,289 
Total assets........................ $ 13,598   $ 21,843   $ 25,859   $ 37,489   $ 40,781   $ 40,298   $ 41,360 
Long-term debt, including current                                                                               
  installments...................... $  6,577   $  6,695   $  8,903   $ 20,252   $ 22,388   $ 21,356   $ 21,642 

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COMPARATIVE PER SHARE DATA

     We are providing the following comparative per share information to aid you
in your analysis of the financial aspects of the merger. You should read this   
information in conjunction with each of our historical financial statements and 
unaudited pro forma consolidated financial statements and the related notes that
are included elsewhere in this proxy statement/prospectus or incorporated into  
this proxy statement/ prospectus by reference. The unaudited pro forma          
consolidated per share data presented below reflects the purchase method of     
accounting for business combinations. The results may have been different if our
companies had always been consolidated. In addition, the per share data of      
Bowlin does not reflect the effect of the anticipated spin-off of Bowlin Travel.

  Lamar's fiscal year ends on December 31 and Bowlin's fiscal year ends on
January 31. For purposes of pro forma information (a) Lamar's nine month ended  
September 30, 2000 was combined with Bowlin's three month period ended January  
31, 2000 and six month period ended July 31, 2000, (b) Lamar's year ended       
December 31, 1999 was combined with Bowlin's year ended January 31, 2000 and (c)
Lamar's balance sheet as of September 30, 2000 was combined with Bowlin's       
balance sheet as of July 31, 2000. The Bowlin pro forma equivalent per share    
data equals the exchange ratio, assuming the exercise of all outstanding        
options, of .15818 multiplied by the Lamar pro forma consolidated per share     
data. The pro forma per share data are not necessarily indicative of the results
that would have occurred if the merger had been completed on the dates indicated
or the results that will occur after the merger.                                

                                                                [Download Table]

                                                               LAMAR STOCKHOLDERS  
                                                             ----------------------
                                                             HISTORICAL   PRO FORMA
                                                             ----------   ---------
                                                                                   
Loss per share:                                                                    
  Year ended December 31, 1999..............................   $ (.65)        n/a  
  Nine months ended September 30, 2000......................   $ (.77)        n/a  
Loss per share before extraordinary item and cumulative                            
  effect of an accounting change:                                                  
  Year ended December 31, 1999..............................   $ (.64)     $ (.67) 
  Nine months ended September 30, 2000......................   $ (.77)     $ (.78) 
Dividends per share:                                                               
  Year ended December 31, 1999..............................      n/a         n/a  
  Nine months ended September 30, 2000......................      n/a         n/a  
Book value per share at September 30, 2000..................   $16.32      $16.51  

                                                                [Download Table]

                                                               BOWLIN STOCKHOLDERS  
                                                             -----------------------
                                                                          PRO FORMA 
                                                             HISTORICAL   EQUIVALENT
                                                             ----------   ----------
                                                                                    
Earnings per share:                                                                 
  Year ended January 31, 2000...............................   $  .08          n/a  
  Six months ended July 31, 2000............................   $  .08          n/a  
Dividends per share:                                                                
  Year ended January 31, 2000...............................      n/a          n/a  
  Six months ended July 31, 2000............................      n/a          n/a  
Loss per share before extraordinary item and cumulative                             
  effect of an accounting change:                                                   
  Year ended December 31, 1999..............................      n/a       $ (.11) 
  Nine months ended September 30, 2000......................      n/a       $ (.12) 
Book value per share at July 31, 2000.......................   $ 3.48          n/a  
Book value per share at September 30, 2000..................      n/a       $ 2.61  

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COMPARATIVE STOCK PRICES AND DIVIDENDS

Lamar stock is quoted on the Nasdaq National Market under the trading 
symbol "LAMR." Bowlin stock is quoted on the American Stock Exchange under the  
trading symbol "BWN." The following table sets forth the high and low bid prices
per share of Lamar stock as reported on the Nasdaq National Market and the high 
and low sales prices of Bowlin stock as reported on the American Stock Exchange.
For purposes of comparison, the periods indicated reflect calendar year quarters
and do not reflect fiscal quarters corresponding to Bowlin's January 31 fiscal  
year end.                                                                       

                                                        [Enlarge/Download Table]

                                                               LAMAR STOCK     BOWLIN STOCK 
                                                             ---------------  --------------
                                                              HIGH     LOW     HIGH     LOW 
                                                             ------   ------  ------   -----
                                                                                            
CALENDAR QUARTER 1998                                                                       
  First Quarter............................................. $38.50   $24.42  $ 9.50   $3.75
  Second Quarter............................................ $36.75   $29.25  $10.88   $7.88
  Third Quarter............................................. $41.50   $24.50  $ 9.13   $4.00
  Fourth Quarter............................................ $39.25   $19.25  $ 6.00   $4.25
CALENDAR QUARTER 1999                                                                       
  First Quarter............................................. $41.63   $32.25  $ 7.00   $5.13
  Second Quarter............................................ $43.00   $27.75  $ 7.13   $6.00
  Third Quarter............................................. $50.69   $35.25  $ 6.88   $5.00
  Fourth Quarter............................................ $64.50   $44.63  $ 5.88   $3.50
CALENDAR QUARTER 2000                                                                       
  First Quarter............................................. $70.25   $40.13  $ 6.00   $4.38
  Second Quarter............................................ $50.38   $36.50  $ 7.50   $4.63
  Third Quarter............................................. $50.75   $37.63  $ 7.13   $6.38
  Fourth Quarter (through November 27, 2000)................ $49.00   $35.25  $ 7.00   $5.50

RECENT CLOSING PRICES                                                           

   The following table sets forth the high, low and closing sales prices per
share of Lamar stock as reported on the Nasdaq National Market and Bowlin stock 
as reported on the American Stock Exchange on October 3, 2000, the last trading 
day before our public announcement/execution of the merger agreement, and on    
November 27, 2000, the last practicable trading day before the date of this     
document.                                                                       

                                                        [Enlarge/Download Table]

                                                    LAMAR STOCK              BOWLIN STOCK      
                                             -------------------------  -----------------------
                                              HIGH     LOW     CLOSING  HIGH     LOW    CLOSING
                                             ------   ------   -------  -----   -----   -------
                                                                                               
October 3, 2000............................. $38.13   $37.13   $37.44   $6.56   $6.56    $6.56 
November 27, 2000........................... $40.50   $38.88   $40.13   $6.13   $6.00    $6.13 

     The market price of Lamar stock is likely to fluctuate prior to the merger.
You should obtain current market quotations. We cannot predict the future prices
for Lamar stock, or on which markets it will be traded in the future.           

DIVIDEND INFORMATION                                                            

  No cash dividends have ever been paid or declared on the shares of Lamar
stock or on the Bowlin stock. Lamar does not intend to pay cash dividends on its
Class A common stock in the foreseeable future. Any future payment of dividends 
on Lamar stock will be at the board's discretion and will depend upon, among    
other things, Lamar's earnings, financial condition, capital requirements, level
of indebtedness and other factors that Lamar's board deems relevant.            

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NUMBER OF STOCKHOLDERS AND NUMBER OF SHARES OUTSTANDING                         

    As of November 27, 2000 there were 209 stockholders of Lamar of record who
held an aggregate of 79,918,110 shares of Lamar Class A common stock. The Reilly
Family Limited Partnership is the sole holder of Lamar's Class B common stock.  
As of November 27, 2000, the RFLP held 17,000,000 shares of Class B common      
stock.                                                                          

  As of November 27, 2000, there were 394 stockholders of Bowlin of record
who held an aggregate of 4,573,348 shares of Bowlin stock.                      

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RISK FACTORS

In addition to the other information included in this proxy           
statement/prospectus, you should consider carefully the risk factors described  
below in deciding how to vote on the merger proposal. It is especially important
that you keep these risk factors in mind when you read forward-looking          
statements.                                                                     

RISKS RELATING TO THE MERGER

THE NUMBER OF SHARES OF LAMAR STOCK THAT WILL BE EXCHANGED FOR BOWLIN STOCK IS  
FIXED AND WILL NOT BE ADJUSTED IF THERE IS ANY CHANGE IN THE PRICE OF LAMAR     
STOCK.                                                                          

Assuming the exercise of all outstanding Bowlin stock options, in the 
merger, each share of Bowlin stock will be exchanged for .15818 of a share of   
Lamar stock. This exchange ratio is based upon the exchange of 725,000 shares of
Lamar stock upon conversion of the Bowlin stock and will not be adjusted as a   
result of any change in the price of Lamar stock. The market value of Lamar     
stock on and after the closing date of the merger may vary significantly from   
the prices on the date of execution of the merger agreement, the date of this   
proxy statement/prospectus or the date on which you vote on the merger. Any     
change in the price of Lamar stock will affect the value of the consideration   
that Bowlin stockholders receive in the merger. On October 3, 2000, the date of 
the execution of the merger, the closing price of Lamar stock was $37.44 per    
share. On November 29, 2000, the date preceding the filing of this proxy        
statement/prospectus, the closing price of Lamar stock was $38.94 per share. We 
encourage you to obtain current market quotations for Lamar stock.              

LAMAR FACES DIFFERENT MARKET RISKS FROM THOSE FACED BY BOWLIN, AND THESE RISKS  
MAY CAUSE THE VALUE OF THE SHARES OF LAMAR STOCK ISSUED TO YOU TO DECLINE.      

In the merger you will receive shares of Lamar stock. The business,   
strategy and financial condition of Lamar are somewhat different from that of   
Bowlin. Lamar's results of operations, as well as the price of Lamar stock, will
be affected by various factors different from those affecting Bowlin's results  
of operations and its common stock price. Future events that may not have       
affected the price of Bowlin stock may cause the price of Lamar stock to fall.  

OFFICERS AND DIRECTORS OF BOWLIN HAVE CONFLICTS OF INTEREST THAT MAY HAVE       
INFLUENCED THEIR DECISIONS REGARDING THE MERGER.                                

  You should be aware of potential conflicts of interest, and the benefits
available to officers and directors of Bowlin when considering the Bowlin       
board's recommendation of the merger. The officers and directors of Bowlin have 
interests in the merger that are in addition to, or different from, their       
interests as Bowlin stockholders. The Bowlin board was aware of these conflicts 
of interest when it approved the merger. These interests include the right of   
Bowlin's officers and directors to:                                             

  - exercise options to purchase Bowlin stock at an exercise price that is
less than the current trading price; and                          

     - indemnification and insurance coverage with respect to acts and omissions
 in their capacities as officers and directors of Bowlin. For a more
detailed discussion of potential conflicts of interests of Bowlin 
 management, see "Background and Reasons for the Merger -- Potential
      Conflicts of Interests of Bowlin Management in the Merger" on page 37 of
this proxy statement/prospectus.                                  

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RISKS RELATING TO LAMAR 

LAMAR'S DEBT AGREEMENTS AND THOSE OF ITS WHOLLY-OWNED, DIRECT SUBSIDIARY LAMAR  
MEDIA CORP. CONTAIN COVENANTS AND RESTRICTIONS THAT CREATE THE POTENTIAL FOR    
DEFAULTS.                                                                       

 The terms of the indenture relating to Lamar's outstanding notes, Lamar
Media Corp.'s bank credit facility and the indentures relating to Lamar Media's 
outstanding notes restrict, among other things, the ability of Lamar and Lamar  
Media to:                                                                       

- dispose of assets;                                                  

- incur or repay debt;                                                

- create liens; and                                                   

- make investments.                                                   

 Lamar Media's ability to make distributions to Lamar is also restricted
under the terms of these agreements.                                            

Under Lamar Media's bank credit facility Lamar must maintain specified
financial ratios and levels including:                                          

- interest coverage;                                                  

- fixed charges ratio;                                                

- senior debt ratios; and                                             

- total debt ratios.                                                  

  If Lamar fails to comply with these tests, the lenders have the right to
cause all amounts outstanding under the bank credit facility to become          
immediately due. If this were to occur and the lenders decide to exercise their 
right to accelerate the indebtedness, it would create serious financial problems
for Lamar. Lamar's ability to comply with these restrictions, and any similar   
restrictions in future agreements, depends on its operating performance. Because
Lamar's performance is subject to prevailing economic, financial and business   
conditions and other factors that are beyond its control, Lamar may be unable to
comply with these restrictions in the future.                                   

BECAUSE LAMAR HAS SIGNIFICANT FIXED PAYMENTS ON ITS DEBT, LAMAR MAY LACK        
SUFFICIENT CASH FLOW TO OPERATE ITS BUSINESS AS IT HAS IN THE PAST AND MAY NEED 
TO BORROW MONEY IN THE FUTURE TO MAKE THESE PAYMENTS AND OPERATE ITS BUSINESS.  

    Lamar has borrowed substantial amounts of money in the past and may borrow
more money in the future. At September 30, 2000, Lamar had approximately $288   
million of convertible notes outstanding. At September 30, 2000, Lamar Media had
approximately $1,588 million of debt outstanding consisting of approximately    
$1,037 million in bank debt, $541 million in various series of senior           
subordinated notes of Lamar Media and $10 million in various other short-term   
and long-term debt of Lamar Media.                                              

A large part of Lamar's cash flow from operations must be used to make
principal and interest payments on its debt. If Lamar's operations make less    
money in the future, it may need to borrow to make these payments. In addition, 
Lamar finances most of its acquisitions through borrowings under Lamar Media's  
bank credit facility which presently has a total committed amount of $1.25      
billion in term and revolving credit loans. At September 30, 2000, there was    
approximately $212 million available to borrow under this bank credit facility. 
Since Lamar's borrowing capacity under Lamar Media's bank credit facility is    
limited, Lamar may not be able to continue to finance future acquisitions at    
Lamar's historical rates with borrowings under this bank credit facility. Lamar 
may need to borrow additional amounts or seek other sources of financing to fund
future acquisitions. Lamar cannot guarantee that additional financing           

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will be available or available on favorable terms. Lamar also may need the      
consent of the banks under Lamar Media's bank credit facility, or the holders of
other indebtedness, to borrow additional money.                                 

LAMAR'S BUSINESS COULD BE HURT BY CHANGES IN ECONOMIC AND ADVERTISING TRENDS.   

  Lamar sells advertising space to generate revenues. A decrease in demand
for advertising space could adversely affect Lamar's business. General economic 
conditions and trends in the advertising industry affect the amount of          
advertising space purchased. A reduction in money spent on Lamar's displays     
could result from:                                                              

- a general decline in economic conditions;                           

- a decline in economic conditions in particular markets where Lamar  
conducts business;                                                

  - a reallocation of advertising expenditures to other available media by
significant users of Lamar's displays; or                         

- a decline in the amount spent on advertising in general.            

LAMAR'S OPERATIONS ARE IMPACTED BY THE REGULATION OF OUTDOOR ADVERTISING.       

   Lamar's operations are significantly impacted by federal, state and local
government regulation of the outdoor advertising business.                      

The federal government conditions federal highway assistance on states
imposing location restrictions on the placement of billboards on primary and    
interstate highways. Federal laws also impose size, spacing and other           
limitations on billboards. Some states have adopted standards more restrictive  
than the federal requirements. Local governments generally control billboards as
part of their zoning regulations. Some local governments have enacted ordinances
which require removal of billboards by a future date. Others prohibit the       
construction of new billboards and the reconstruction of significantly damaged  
billboards, or allow new construction only to replace existing structures.      

  Local laws which mandate removal of billboards at a future date often do
not provide for payment to the owner for the loss of structures that are        
required to be removed. Some federal and state laws require payment of          
compensation in such circumstances. Local laws that require the removal of a    
billboard without compensation have been challenged in state and federal courts 
with conflicting results. Accordingly, Lamar may not be successful in           
negotiating acceptable arrangements when its displays have been subject to      
removal under these types of local laws.                                        

     Additional regulations may be imposed on outdoor advertising in the future.
Legislation regulating the content of billboard advertisements has been         
introduced in Congress from time to time in the past. Additional regulations or 
changes in the current laws regulating and affecting outdoor advertising at the 
federal, state or local level may have a material adverse effect on Lamar's     
results of operations.                                                          

LAMAR'S CONTINUED GROWTH THROUGH ACQUISITIONS MAY BECOME MORE DIFFICULT AND     
INVOLVES COSTS AND UNCERTAINTIES.                                               

 Lamar has substantially increased its inventory of advertising displays
through acquisitions. Lamar's operating strategy involves making purchases in   
markets where it currently competes as well as in new markets. However, the     
following factors may affect Lamar's ability to continue to pursue this strategy
effectively:                                                                    

- The outdoor advertising market has been consolidating, and this may 
adversely affect Lamar's ability to find suitable candidates for  
purchase.                                                         

 - Lamar is also likely to face increased competition from other outdoor
    advertising companies for the companies or assets that Lamar wishes to
   purchase. Increased competition may lead to higher prices for outdoor
       advertising companies and assets and decrease those that Lamar is able to
purchase.                                                         

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    - Lamar does not know if it will have sufficient capital resources to make
purchases, obtain any required consents from its lenders, or find 
acquisition opportunities with acceptable terms.                  

- Lamar must integrate newly acquired assets and businesses into its  
    existing operations. From January 1, 2000 to September 30, 2000, Lamar
       completed 71 transactions involving the purchase of complementary outdoor
   advertising assets. The process of integrating these acquisitions may
      result in unforeseen difficulties and could require significant time and
   attention from Lamar's management that would otherwise be directed at
     developing its existing business. Further, Lamar cannot be certain that
    the benefits and cost savings that it anticipates from these purchases
will develop.                                                     

LAMAR FACES COMPETITION FROM LARGER AND MORE DIVERSIFIED OUTDOOR ADVERTISERS AND
OTHER FORMS OF ADVERTISING THAT COULD HURT ITS PERFORMANCE.                     

Lamar cannot be sure that in the future it will compete successfully  
against the current and future forms of outdoor advertising and other media. The
competitive pressure that Lamar faces could adversely affect its profitability  
or financial performance. Although Lamar is the largest company focusing        
exclusively on outdoor advertising, it faces competition from larger companies  
with more diversified operations which also include radio and other broadcast   
media. Lamar also faces competition from other forms of media, including        
television, radio, newspapers and direct mail advertising. Lamar must also      
compete with an increasing variety of other out-of-home advertising media that  
include advertising displays in shopping centers, malls, airports, stadiums,    
movie theaters and supermarkets, and on taxis, trains and buses.                

In Lamar's logo sign business, it currently faces competition for     
state-awarded service contracts from two other logo sign providers as well as   
local companies. Initially, Lamar competes for state-awarded service contracts  
as they are privatized. Because these contracts expire after a limited time,    
Lamar must compete to keep its existing contracts each time they are up for     
renewal.                                                                        

THE REQUIRED DISPOSITION OF SHARES OF LAMAR STOCK CURRENTLY HELD BY CLEAR       
CHANNEL COMMUNICATIONS, INC. COULD CAUSE THE MARKET PRICE OF THE LAMAR STOCK TO 
DECLINE.                                                                        

   A wholly-owned subsidiary of Clear Channel Communications, Inc. currently
holds approximately 26 million shares of Lamar stock. These shares represent    
approximately 34.8% of Lamar's outstanding Lamar Class A common stock and 28.4% 
of all of Lamar's outstanding common stock as of September 30, 2000. Clear      
Channel must dispose of all of these shares prior to January 1, 2003 under the  
terms of a consent decree with the Department of Justice. The consent decree was
issued in connection with the merger of AMFM Inc. with Clear Channel, which was 
subject to review and clearance by the Federal Trade Commission and U.S.        
Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 
1976, because Clear Channel is also in the outdoor advertising business. These  
shares were originally issued to a subsidiary of AMFM Inc. in connection with   
Lamar's acquisition of the Chancellor outdoor advertising business. This        
required disposition could adversely affect the market price of Lamar stock.    

IF LAMAR'S CONTINGENCY PLANS RELATING TO HURRICANES FAIL, THE RESULTING LOSSES  
COULD HURT LAMAR'S BUSINESS.                                                    

  Although Lamar has developed contingency plans designed to deal with the
threat posed to its advertising structures by hurricanes, Lamar cannot guarantee
that these plans will work. If these plans fail, significant losses could       
result.                                                                         

    A significant portion of Lamar's structures is located in the Mid-Atlantic
and Gulf Coast regions of the United States. These areas are highly susceptible 
to hurricanes during the late summer and early fall. In the past, Lamar has     
incurred significant losses due to severe storms. These losses resulted from    
structural damage, overtime compensation, loss of billboards that could not be  
replaced under applicable laws and reduced occupancy because billboards were out
of service.                                                                     

    Lamar has determined that it is not economical to obtain insurance against
losses from hurricanes and other storms. Instead, Lamar has developed           
contingency plans to deal with the threat of hurricanes. For                    

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example, Lamar attempts to remove the advertising faces on billboards at the    
onset of a storm, when possible, which permits the structures to better         
withstand high winds during a storm. Lamar then replaces these advertising faces
after the storm has passed. However, these plans may not be effective in the    
future and, if they are not, significant losses may result.                     

LAMAR'S LOGO SIGN CONTRACTS ARE SUBJECT TO STATE AWARD AND RENEWAL.             

    A portion of Lamar's revenues and operating income come from state-awarded
service contracts for logo signs. Lamar cannot predict what remaining states, if
any, will start logo sign programs or convert state-run logo sign programs to   
privately operated programs. Lamar competed with many other parties for new     
state-awarded service contracts for logo signs. Even when Lamar is awarded a    
contract, the award may be challenged under state contract bidding requirements.
If an award is challenged, Lamar may incur delays and litigation costs.         

     Generally, state-awarded logo sign contracts have a term, including renewal
options, of ten to twenty years. States may terminate a contract early, but in  
most cases must pay compensation to the logo sign provider for early            
termination. Typically, at the end of the term of the contract, ownership of the
structures is transferred to the state without compensation to the logo sign    
provider. Of Lamar's 20 logo sign contracts in place at September 30, 2000, two 
are subject to renewal in January and February 2001. Lamar cannot guarantee that
it will be able to obtain new logo sign contracts or renew its existing         
contracts. In addition, after Lamar receives a new state-awarded logo contract, 
it generally incurs significant start-up costs. Lamar cannot guarantee that it  
will continue to have access to the capital necessary to finance those costs.   

LAMAR'S OPERATIONS COULD BE AFFECTED BY THE LOSS OF KEY EXECUTIVES.             

     Lamar's success depends to a significant extent upon the continued services
of its executive officers and other key management and sales personnel. Kevin P.
Reilly, Jr., Lamar's Chief Executive Officer, its nine regional managers and the
manager of its logo sign business, in particular, are essential to Lamar's      
continued success. Although Lamar has designed its incentive and compensation   
programs to retain key employees, Lamar has no employment contracts with any of 
its employees and none of its executive officers have signed non-compete        
agreements. Lamar does not maintain key man insurance on its executives. If any 
of Lamar's executive officers or other key management and sales personnel       
stopped working with Lamar in the future, it could have an adverse effect on    
Lamar's business.                                                               

LAMAR HAS A CONTROLLING STOCKHOLDER THAT CAN CONTROL ANY VOTES TO EXCLUSION OF  
THE OTHER HOLDERS OF LAMAR STOCK.                                               

   Recipients of Lamar stock under this prospectus will have no control over
the management or business practices of the company.                            

 Kevin P. Reilly, Jr., Chief Executive Officer of Lamar, is the managing
general partner of the Reilly Family Limited Partnership. On September 30, 2000 
this partnership beneficially owned all of the outstanding shares of Class B    
common stock, which shares represented approximately 69% total voting power of  
the Lamar common stock as of September 30, 2000. As a result, Mr. Reilly, or his
successor as managing general partner, controls the outcome of matters requiring
a stockholder vote. These matters include electing directors, amending Lamar's  
certificate of incorporation or by-laws, adopting or preventing certain mergers 
or other similar transactions, such as a sale of substantially all of Lamar's   
assets. Mr. Reilly would also decide the outcome of transactions that could give
the holders of Lamar common stock the opportunity to realize a premium over the 
then-prevailing market price for their shares.                                  

Further, subject to contractual restrictions and general fiduciary    
obligations, Lamar is not prohibited from engaging in transactions with         
management or its principal stockholders or with entities in which members of   
management or Lamar's principal stockholders have an interest. Lamar's          
certificate of incorporation does not provide for cumulative voting in the      
election of directors and, consequently, the Reilly Family Limited Partnership  
can elect all the directors.                                                    

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LAMAR'S BY-LAWS AND CERTIFICATE OF INCORPORATION CONTAIN CERTAIN ANTI-TAKEOVER  
PROVISIONS THAT MAY MAKE IT HARDER TO REALIZE A PREMIUM OVER THE COMMON STOCK'S 
MARKET PRICE OR MAY AFFECT THE MARKET PRICE OF LAMAR STOCK.                     

Provisions of Lamar's certificate of incorporation and by-laws may    
discourage a third party from offering to purchase Lamar. These provisions,     
therefore, inhibit actions that would result in a change in control of Lamar.   
Some of these actions would otherwise give the holders of Lamar stock the       
opportunity to realize a premium over the then-prevailing market price of the   
stock.                                                                          

     These provisions may also adversely affect the market price of Lamar stock.
For example, under Lamar's certificate of incorporation Lamar can issue "blank  
check" preferred stock with such designations, rights and preferences as Lamar's
board of directors determines from time to time. If issued, this type of        
preferred stock could be used as a method of discouraging, delaying or          
preventing a change in control of Lamar. In addition, if Lamar issues preferred 
stock, it may adversely affect the voting and dividend rights, rights upon      
liquidation and other rights that holders of the common stock currently hold.   
Lamar does not currently intend to issue any shares of this type of preferred   
stock, but retains the right to do so in the future.                            

Furthermore, Lamar is subject to Section 203 of the Delaware General  
Corporation Law, which may discourage takeover attempts. Section 203 generally  
prohibits a publicly held Delaware corporation from engaging in a business      
combination with an "interested stockholder" for a period of three years after  
the date of the transaction in which the person became an interested            
stockholder.                                                                    

YOU MAY NOT RECEIVE ANY CASH DIVIDENDS ON THE LAMAR STOCK.                      

  Lamar has never paid cash dividends on its Class A common stock and does
not plan to do so in the foreseeable future.                                    

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 

This proxy statement/prospectus, including documents incorporated by  
reference, contains forward-looking statements about Lamar's and Bowlin's       
financial condition, results of operations, business strategies, market         
opportunities, acquisition opportunities, plans and objectives of management and
other matters. These forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause our actual results,  
performance or achievements, or industry results, to differ materially from any 
future results, performance or achievements expressed or implied by these       
forward-looking statements.                                                     

  Generally, the words "anticipates," "believes," "expects," "intends" and
similar expressions identify forward-looking statements. These forward-looking  
statements are found at various places throughout this proxy                    
statement/prospectus and other documents incorporated by reference.             
Forward-looking statements, therefore, should be considered in light of all of  
the information included or referred to in this proxy statement/prospectus,     
including the information set forth under the heading "Risk Factors" on page 12 
and included in the documents that we file from time to time with the SEC. See  
"Where You Can Find More Information."                                          

     The forward-looking statements contained in this proxy statement/prospectus
speak only as of the date of this proxy statement/prospectus.                   

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THE BOWLIN SPECIAL MEETING

INTRODUCTION                                                                    

   This proxy statement/prospectus is being furnished to the stockholders of
Bowlin Outdoor Advertising and Travel Centers in connection with the special    
meeting of stockholders of Bowlin to be held on January 19, 2001, and any       
postponement or adjournment of that meeting. The approximate date this proxy    
statement/prospectus is first being sent to Bowlin stockholders is December 14, 
2000.                                                                           

ACTION TO BE TAKEN AT THE BOWLIN SPECIAL MEETING                                

     At the special meeting, holders of common stock, $.001 par value, of Bowlin
will be asked to consider and vote on a proposal to adopt the merger agreement  
and to transact any other business that properly comes before the meeting. The  
merger agreement is attached as Annex A to this proxy statement/ prospectus and 
is incorporated herein by reference.                                            

VOTING AT THE BOWLIN SPECIAL MEETING                                            

   Only stockholders of record at the close of business on December 11, 2000
will be entitled to vote at the special meeting. As of the close of business on 
December 11, 2000, 4,573,348 shares of Bowlin stock were outstanding and        
entitled to vote at the special meeting.                                        

Any person giving a proxy in the form accompanying this proxy         
statement/prospectus has the power to revoke it at any time before its exercise.
The proxy may be revoked by filing with the Secretary of Bowlin an instrument of
revocation or a duly executed proxy bearing a later date. The proxy also may be 
revoked by affirmatively electing to vote in person while attending the special 
meeting. A stockholder who attends the meeting, however, need not revoke the    
proxy and vote in person unless the stockholder wishes to do so. All valid,     
unrevoked proxies will be voted at the special meeting in accordance with the   
instructions given. IF THE SIGNED PROXY IS RETURNED WITHOUT INSTRUCTIONS, IT    
WILL BE VOTED FOR ADOPTION OF THE MERGER AGREEMENT. A majority of the shares of 
the Bowlin stock entitled to vote, present in person or represented by proxy,   
will constitute a quorum at the special meeting. The affirmative vote of the    
holders of a majority of the shares of outstanding Bowlin stock is required to  
adopt the merger agreement. Abstentions have the same effect as "no" votes in   
determining whether the proposal is approved. Broker non-votes are counted for  
purposes of determining whether a quorum exists at the special meeting and have 
the same effect as "no" votes in determining whether the proposal is approved.  
Although the Notice of Special Meeting of Bowlin Outdoor Advertising and Travel 
Centers Stockholders provides for transaction of any other business as may      
properly come before the meeting, the board of directors of Bowlin has no       
knowledge of any matters to be presented at the meeting other than those        
referred to herein. The accompanying proxy, however, gives discretionary        
authority to the proxy holders to vote in accordance with the recommendation of 
management if any other matters are presented.                                  

SOLICITATION OF PROXIES                                                         

The accompanying proxy is being solicited on behalf of the board of   
directors of Bowlin. The expense of preparing, printing, and mailing the form of
proxy and the material used in the solicitation thereof will be borne by Lamar  
Advertising Company. See "Termination Fees and Expenses." In addition to the use
of the mails, proxies may be solicited by personal interview, telephone, and    
telegram by directors, officers, and employees of Bowlin. Arrangements have also
been made with brokerage houses, banks, and other custodians, nominees, and     
fiduciaries for the forwarding of solicitation materials to the beneficial      
owners of Bowlin stock held of record by such person, and Bowlin will reimburse 
them for reasonable out-of-pocket expenses they incur.                          

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BUSINESS OF LAMAR 

  Lamar is one of the largest and most experienced owners and operators of
outdoor advertising structures in the United States. Lamar conducts a business  
that has operated under the Lamar name since 1902. As of September 30, 2000,    
Lamar operated approximately 130,600 displays in 43 states. Lamar also operates 
the largest logo sign business in the United States. Logo signs are signs       
located near highway exits which deliver brand name information on available    
gas, food, lodging and camping services. As of September 30, 2000, Lamar        
maintained over 89,000 logo sign displays in 20 states. Lamar also operates     
transit advertising displays on bus shelters, bus benches and buses in several  
markets.                                                                        

RECENT DEVELOPMENTS 

COMPLETED ACQUISITIONS                                                          

     From January 1, 2000 to September 30, 2000, Lamar completed 71 acquisitions
of complementary outdoor advertising assets, for an aggregate price of          
approximately $488 million. These acquisitions included approximately 15,400    
displays. Lamar expects that these acquisitions will allow it to take advantage 
of operating efficiencies and cross-market sales opportunities.                 

PENDING ACQUISITIONS                                                            

 As of September 30, 2000, Lamar had entered into agreements relating to
several other acquisitions which are pending, including the acquisition of      
Bowlin that is the subject of this proxy statement/ prospectus. If Lamar        
completes all of these acquisitions, it will acquire approximately 6,200 outdoor
advertising displays for an aggregate purchase price of approximately $119      
million. These acquisitions are subject to various conditions including the     
satisfaction of customary closing conditions. Lamar cannot be sure whether or   
when these acquisitions will be completed.                                      

BUSINESS OF BOWLIN

   For the most current description of Bowlin Outdoor Advertising and Travel
Centers business, please see Bowlin's annual report on Form 10-K for the fiscal 
year ended January 31, 2000, as amended, a copy of which is being mailed with   
this proxy statement/prospectus.                                                

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BOWLIN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 

OVERVIEW                                                                        

   The following is a discussion of the consolidated financial condition and
results of operations of Bowlin as of and for the periods ended July 31, 2000   
and 1999. This discussion should be read in conjunction with the Consolidated   
Financial Statements of Bowlin and the related notes included in Bowlin's Form  
10-K for the fiscal year ended January 31, 2000, which is enclosed with this    
proxy statement/prospectus as Annex D.                                          

  Bowlin operates in two industry segments: outdoor advertising and travel
centers. In order to perform a meaningful evaluation of Bowlin's performance in 
each of its operating segments, Bowlin has presented selected operating data    
which separately sets forth the revenue, expenses and operating income          
attributable to each segment, and also separately sets forth the corporate      
expenses of Bowlin which management does not allocate to either of Bowlin's     
segments for purposes of determining their respective operating income. The     
discussion of results of operations which follows compares such selected        
operating data and corporate expense data for the interim periods presented.    

RESULTS OF OPERATIONS                                                           

    The following table presents certain income and expense items derived from
the Consolidated Statements of Income for the six and three months ended July 31
(unaudited and amounts in thousands):                                           

                                                        [Enlarge/Download Table]

                                                        SIX MONTHS ENDED   THREE MONTHS ENDED
                                                       ------------------  ------------------
                                                        2000       1999     2000       1999  
                                                       -------    -------  -------    -------
                                                                                             
TRAVEL CENTERS:                                                                              
  Gross sales......................................... $14,753    $14,072  $7,987     $7,863 
  Discounts on sales..................................     201        181     110        102 
                                                       -------    -------  ------     ------ 
  Net sales...........................................  14,552     13,891   7,877      7,761 
  Cost of sales.......................................  10,171      9,475   5,361      5,261 
                                                       -------    -------  ------     ------ 
                                                         4,381      4,416   2,516      2,500 
  General and administrative expenses.................   3,042      3,160   1,592      1,652 
  Depreciation and amortization.......................     298        294     151        161 
                                                       -------    -------  ------     ------ 
  Operating income....................................   1,041        962     773        687 
  Interest expense....................................     269        252     139        130 
                                                       -------    -------  ------     ------ 
  Segment profit......................................     772        710     634        557 
OUTDOOR ADVERTISING:                                                                         
  Gross sales.........................................   4,261      3,836   2,205      1,998 
  Direct operating expenses...........................   1,967      1,713   1,002        913 
                                                       -------    -------  ------     ------ 
                                                         2,294      2,123   1,203      1,085 
  General and administrative expenses.................     540        514     260        236 
  Depreciation and amortization.......................     976        846     486        433 
                                                       -------    -------  ------     ------ 
  Operating income....................................     778        763     457        416 
  Interest expense....................................     758        616     395        329 
                                                       -------    -------  ------     ------ 
  Segment profit......................................      20        147      62         87 

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                                                        [Enlarge/Download Table]

                                                        SIX MONTHS ENDED    THREE MONTHS ENDED
                                                       ------------------   ------------------
                                                        2000       1999      2000       1999  
                                                       -------    -------   -------    -------
                                                                                              
CORPORATE AND OTHER:                                                                          
  General and administrative expenses.................    (280)      (279)    (143)      (145)
  Depreciation and amortization.......................     (79)       (61)     (45)       (37)
  Interest expense....................................     (49)       (41)     (26)       (20)
  Other income, net...................................     188        291       73        263 
                                                       -------    -------   ------     ------ 
INCOME BEFORE INCOME TAXES............................     572        767      555        705 
INCOME TAXES..........................................     226        300      212        273 
                                                       -------    -------   ------     ------ 
NET INCOME............................................ $   346    $   467   $  343     $  432 
                                                       =======    =======   ======     ====== 
EBITDA(1) -- TRAVEL CENTERS........................... $ 1,339    $ 1,256   $  924     $  848 
                                                       =======    =======   ======     ====== 
EBITDA(1) -- OUTDOOR ADVERTISING...................... $ 1,754    $ 1,609   $  943     $  849 
                                                       =======    =======   ======     ====== 
EBITDA(1) -- TOTAL COMPANY............................ $ 2,813    $ 2,586   $1,724     $1,552 
                                                       =======    =======   ======     ====== 
EBITDA MARGIN -- TRAVEL CENTERS.......................     9.1%       8.9%    11.6%      10.8%
                                                       =======    =======   ======     ====== 
EBITDA MARGIN -- OUTDOOR ADVERTISING..................    41.2%      41.9%    42.8%      42.5%
                                                       =======    =======   ======     ====== 
EBITDA MARGIN -- TOTAL COMPANY........................    14.8%      14.4%    16.9%      15.7%
                                                       =======    =======   ======     ====== 

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

(1) EBITDA is defined as operating income before depreciation and amortization. 
It represents a measure which management believes is customarily used to
evaluate the financial performance of companies in the media industry.  
 However, EBITDA is not a measure of financial performance under generally
  accepted accounting principals and should not be considered an alternative
to operating income or net income as an indicator of Bowlin's operating 
   performance or to net cash provided by operating activities as a measure of
its liquidity.                                                          

Comparison of the Six Months Ended July 31, 2000 and July 31, 1999          

OUTDOOR ADVERTISING.  Gross sales from Bowlin's outdoor advertising   
increased 11.1% to $4.261 million for the six months ended July 31, 2000, from  
$3.836 million for the six months ended July 31, 1999. The increase was         
primarily attributable to the continual assimilation of Bowlin's acquisitions,  
internal development, increased usage of available sign inventory, and increases
in rates.                                                                       

    Direct operating expenses related to outdoor advertising consist of rental
payments to property owners for the use of land on which advertising displays   
are located, production expenses and selling expenses. Selling expenses consist 
primarily of salaries and commissions for salespersons and travel related to    
sales. Direct operating costs increased 14.8% to $1.967 million for the six     
months ended July 31, 2000, from $1.713 million for the six months ended July   
31, 1999. The increase is principally due to increases in salaries, sign        
repairs, cost of production and utilities. Direct operating expenses as a       
percentage of gross revenues for the six months ended July 31, 2000 was 46.2%   
compared to 44.7% for the six months ended July 31, 1999.                       

General and administrative expenses for outdoor advertising consist of
salaries and wages for administrative personnel, insurance, legal fees,         
association dues and subscriptions and other indirect operating expenses.       
General and administrative expenses were $540,000 for the six months ended July 
31, 2000, compared to $514,000 for the six months ended July 31, 1999.          

   Depreciation and amortization expense increased 15.4% to $976,000 for the
six months ended July 31, 2000, from $846,000 for the six months ended July 31, 
1999. The increase is attributable to scheduled depreciation of advertising     
display structures as well as the amortization of goodwill and non-compete      
covenants.                                                                      

The above factors contributed to the increase in outdoor advertising  
operating income of 2.0% to $778,000 for the six months ended July 31, 2000,    
from $763,000 for the six months ended July 31, 1999.                           

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    Interest expense increased 23.1% to $758,000 for the six months ended July
31, 2000, from $616,000 for the six months ended July 31, 1999 due to additional
borrowings to fund acquisitions and internal development.                       

     Segment profit decreased 86.4% to $20,000 for the six months ended July 31,
2000, from $147,000 for the six months ended July 31, 1999 primarily as a result
of increases in depreciation and amortization, and interest expense.            

     EBITDA for outdoor advertising increased 9.0% to $1.754 million for the six
months ended July 31, 2000, from $1.609 million for the six months ended July   
31, 1999. The EBITDA margin for outdoor advertising decreased to 41.2% for the  
six months ended July 31, 2000, compared to 41.9% for the six months ended July 
31, 1999.                                                                       

   TRAVEL CENTERS.  Gross sales at Bowlin's travel centers increased by 4.8%
to $14.753 million for the six months ended July 31, 2000, from $14.072 million 
for the six months ended July 31, 1999. Merchandise sales increased 1.1% to     
$5.257 million for the six months ended July 31, 2000, from $5.200 million for  
the six months ended July 31, 1999. Gasoline sales increased 8.6% to $7.114     
million for the six months ended July 31, 2000, from $6.551 million for the same
period in 1999. Wholesale gasoline sales increased 16.2% to $945,000 for the six
months ended July 31, 2000, from $813,000 for the six months ended July 31,     
1999. Restaurant sales decreased 4.7% to $1.437 million for the six months ended
July 31, 2000, from $1.508 million for the six months ended July 31, 1999.      

     Cost of goods sold for the travel centers increased 7.3% to $10.171 million
for the six months ended July 31, 2000, from $9.475 million for the six months  
ended July 31, 1999. Merchandise cost of goods increased 0.5% to $2.350 million 
for the six months ended July 31, 2000, from $2.338 million for the six months  
ended July 31, 1999. Gasoline cost of goods increased 10.4% to $6.520 millions  
for the six months ended July 31, 2000, from $5.905 million for the six months  
ended July 31, 1999. Wholesale gasoline cost of goods increased 17.1% to        
$917,000 for the six months ended July 31, 2000, from $783,000 for the six      
months ended July 31, 1999. Restaurant cost of goods decreased 14.5% to $384,000
for the six months ended July 31, 2000, from $449,000 for the six months ended  
July 31, 1999. Cost of goods sold as a percentage of gross revenues for the six 
months ended July 31, 2000 was 68.9% compared to 67.3% for the six months ended 
July 31, 1999.                                                                  

Gross profit for the travel centers slightly decreased 0.8% to $4.381 
million for the six months ended July 31, 2000, from $4.416 million for the six 
months ended July 31, 1999. Lower margins on convenience store product sales and
gasoline sales for the six months ended July 31, 2000 continued to negatively   
impact gross margin.                                                            

     General and administrative expenses for travel centers consist of salaries,
bonuses and commissions for travel center personnel, property costs and repairs 
and maintenance. General and administrative expenses for the travel centers     
decreased 3.7% to $3.042 million for the six months ended July 31, 2000, from   
$3.160 million for the six months ended July 31, 1999.                          

  Depreciation and amortization expense increased 1.4% to $298,000 for the
six months ended July 31, 2000, from $294,000 for the six months ended July 31, 
1999.                                                                           

The above factors contributed to an overall increase in travel center 
operating income of 8.2% to $1.041 million for the six months ended July 31,    
2000, from $962,000 for the six months ended July 31, 1999.                     

   Interest expense increased 6.7% to $269,000 for the six months ended July
31, 2000, from $252,000 for the six months ended July 31, 1999.                 

     Segment profit increased 8.7% to $772,000 for the six months ended July 31,
2000 from $710,000 for the six months ended July 31, 1999 primarily as a result 
of increases in gross sales with a corresponding decrease in general and        
administrative expenses.                                                        

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EBITDA for travel centers increased 6.6% to $1.339 million for the six
months ended July 31, 2000, from $1.256 million for the six months ended July   
31, 1999. The EBITDA margin for travel centers increased to 9.1% for the six    
months ended July 31, 2000, compared to 8.9% for the six months ended July 31,  
1999.                                                                           

     CORPORATE AND OTHER.  General and administrative expenses for corporate and
other operations of Bowlin consist primarily of executive and administrative    
compensation and benefits, accounting, legal and investor relations fees.       
General and administrative expenses increased to $280,000 for the six months    
ended July 31, 2000, from $279,000 for the six months ended July 31, 1999.      

 Depreciation and amortization expenses for Bowlin's corporate and other
operations consist of depreciation associated with the corporate headquarters,  
furniture and fixtures and vehicles. Depreciation and amortization expenses     
increased to $79,000 for the six months ended July 31, 2000, from $61,000 for   
the six months ended July 31, 1999.                                             

   Interest expense increased 19.5% to $49,000 for the six months ended July
31, 2000, from $41,000 for the six months ended July 31, 1999.                  

  Other income, net, includes gains and/or losses from the sales of assets
and interest income. Other income, net, decreased 35.4% to $188,000 for the six 
months ended July 31, 2000, from $291,000 for the six months ended July 31,     
1999. The decrease is primarily due to a one-time gain of $227,000 from         
insurance proceeds in fiscal year 2000 not present in fiscal year 2001.         

   Income before income taxes decreased 25.4% to $572,000 for the six months
ended July 31, 2000, from $767,000 for the six months ended July 31, 1999. As a 
percentage of gross revenues, income before income taxes decreased to 3.0% for  
the six months ended July 31, 2000, from 4.3% for the six months ended July 31, 
1999.                                                                           

     Income taxes were $226,000 for the six months ended July 31, 2000, compared
to $300,000 for the six months ended July 31, 1999, as the result of lower      
pretax income.                                                                  

     The foregoing factors contributed to an increase in Bowlin's net income for
the six months ended July 31, 2000 to $346,000 compared to $467,000 for the six 
months ended July 31, 1999.                                                     

     Increases in depreciation and amortization as well as interest expense have
been substantial. Management expects depreciation and amortization and interest 
expense to continue to increase which may lead to future net losses.            

Comparison of the Three Months Ended July 31, 2000 and July 31, 1999        

OUTDOOR ADVERTISING.  Gross sales from Bowlin's outdoor advertising   
increased 10.4% to $2.205 million for the three months ended July 31, 2000, from
$1.998 million for the three months ended July 31, 1999. The increase was       
primarily attributable to the continual assimilation of Bowlin's acquisitions,  
internal development, increased usage of available sign inventory, and increases
in rates.                                                                       

    Direct operating expenses related to outdoor advertising consist of rental
payments to property owners for the use of land on which advertising displays   
are located, production expenses and selling expenses. Selling expenses consist 
primarily of salaries and commissions for salespersons and travel related to    
sales. Direct operating costs increased 9.7% to $1.002 million for the three    
months ended July 31, 2000, from $913,000 for the three months ended July 31,   
1999. The increase is principally due to increases in salaries, sign repairs,   
cost of production and utilities. Direct operating expenses as a percentage of  
gross revenues for the three months ended July 31, 2000 was 45.4% compared to   
45.7% for the three months ended July 31, 1999.                                 

General and administrative expenses for outdoor advertising consist of
salaries and wages for administrative personnel, insurance, legal fees,         
association dues and subscriptions and other indirect operating expenses.       
General and administrative expenses were $260,000 for the three months ended    
July 31, 2000, compared to $236,000 for the three months ended July 31, 1999.   

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   Depreciation and amortization expense increased 12.2% to $486,000 for the
three months ended July 31, 2000, from $433,000 for the three months ended July 
31, 1999. The increase is attributable to scheduled depreciation of advertising 
display structures as well as the amortization of goodwill and non-compete      
covenants.                                                                      

The above factors contributed to the increase in outdoor advertising  
operating income of 9.9% to $457,000 for the three months ended July 31, 2000,  
from $416,000 for the three months ended July 31, 1999.                         

 Interest expense increased 20.1% to $395,000 for the three months ended
July 31, 2000, from $329,000 for the three months ended July 31, 1999 due to    
additional borrowings to fund acquisitions and internal development.            

   Segment profit decreased 28.7% to $62,000 for the three months ended July
31, 2000, from $87,000 for the three months ended July 31, 1999 primarily as a  
result of increases in depreciation and amortization, and interest expense.     

  EBITDA for outdoor advertising increased 11.1% to $943,000 for the three
months ended July 31, 2000, from $849,000 for the three months ended July 31,   
1999. The EBITDA margin for outdoor advertising increased to 42.8% for the three
months ended July 31, 2000, compared to 42.5% for the three months ended July   
31, 1999.                                                                       

   TRAVEL CENTERS.  Gross sales at Bowlin's travel centers increased by 1.6%
to $7.987 million for the three months ended July 31, 2000, from $7.863 million 
for the three months ended July 31, 1999. Merchandise sales decreased 0.9% to   
$3.032 million for the three months ended July 31, 2000, from $3.061 million for
the three months ended July 31, 1999. Gasoline sales increased 3.8% to $3.628   
million for the three months ended July 31, 2000, from $3.495 million for the   
same period in 1999. Wholesale gasoline sales increased 15.8% to $536,000 for   
the three months ended July 31, 2000, from $463,000 for the three months ended  
July 31, 1999. Restaurant sales decreased 6.3% to $791,000 for the three months 
ended July 31, 2000, from $844,000 for the three months ended July 31, 1999.    

    Cost of goods sold for the travel centers increased 1.9% to $5.361 million
for the three months ended July 31, 2000, from $5.261 million for the three     
months ended July 31, 1999. Merchandise cost of goods decreased 4.2% to $1.339  
million for the three months ended July 31, 2000, from $1.398 million for the   
three months ended July 31, 1999. Gasoline cost of goods increased 3.7% to      
$3.290 millions for the three months ended July 31, 2000, from $3.174 million   
for the three months ended July 31, 1999. Wholesale gasoline cost of goods      
increased 16.8% to $521,000 for the three months ended July 31, 2000, from      
$446,000 for the three months ended July 31, 1999. Restaurant cost of goods     
decreased 13.2% to $211,000 for the three months ended July 31, 2000, from      
$243,000 for the three months ended July 31, 1999. Cost of goods sold as a      
percentage of gross revenues for the three months ended July 31, 2000 was 67.1% 
compared to 66.9% for the three months ended July 31, 1999.                     

  Gross profit for the travel centers increased 0.6% to $2.516 million for
the three months ended July 31, 2000, from $2.500 million for the three months  
ended July 31, 1999. Lower margins on convenience store product sales and       
gasoline sales for the three months ended July 31, 2000 continued to negatively 
impact gross margin.                                                            

     General and administrative expenses for travel centers consist of salaries,
bonuses and commissions for travel center personnel, property costs and repairs 
and maintenance. General and administrative expenses for the travel centers     
decreased 3.6% to $1.592 million for the three months ended July 31, 2000, from 
$1.652 million for the three months ended July 31, 1999.                        

  Depreciation and amortization expense decreased 6.2% to $151,000 for the
three months ended July 31, 2000, from $161,000 for the three months ended July 
31, 1999.                                                                       

The above factors contributed to an overall increase in travel center 
operating income of 12.5% to $773,000 for the three months ended July 31, 2000, 
from $687,000 for the three months ended July 31, 1999.                         

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     Interest expense increased 6.9% to $139,000 for the three months ended July
31, 2000, from $130,000 for the three months ended July 31, 1999.               

    Segment profit increased 13.8% to $634,000 for the three months ended July
31, 2000 from $557,000 for the three months ended July 31, 1999 primarily as a  
result of decreases in general and administrative expenses and depreciation and 
amortization.                                                                   

   EBITDA for travel centers increased 9.0% to $924,000 for the three months
ended July 31, 2000, from $848,000 for the three months ended July 31, 1999. The
EBITDA margin for travel centers decreased slightly to 11.6% for the three      
months ended July 31, 2000, compared to 10.8% for the three months ended July   
31, 1999.                                                                       

     CORPORATE AND OTHER.  General and administrative expenses for corporate and
other operations of Bowlin consist primarily of executive and administrative    
compensation and benefits, accounting, legal and investor relations fees.       
General and administrative expenses decreased to $143,000 for the three months  
ended July 31, 2000, from $145,000 for the three months ended July 31, 1999.    

 Depreciation and amortization expenses for Bowlin's corporate and other
operations consist of depreciation associated with the corporate headquarters,  
furniture and fixtures and vehicles. Depreciation and amortization expenses     
increased to $45,000 for the three months ended July 31, 2000, from $37,000 for 
the three months ended July 31, 1999.                                           

     Interest expense increased 30.0% to $26,000 for the three months ended July
31, 2000, from $20,000 for the three months ended July 31, 1999.                

  Other income, net, includes gains and/or losses from the sales of assets
and interest income. Other income, net, decreased 72.2% to $73,000 for the three
months ended July 31, 2000, from $263,000 for the three months ended July 31,   
1999. The decrease is due to a one-time gain from insurance proceeds of $227,000
in fiscal year 2000 not present in fiscal year 2001.                            

     Income before income taxes decreased 21.3% to $555,000 for the three months
ended July 31, 2000, from $705,000 for the three months ended July 31, 1999. As 
a percentage of gross revenues, income before income taxes decreased to 5.4% for
the three months ended July 31, 2000, from 7.1% for the three months ended July 
31, 1999, primarily as a result of increased depreciation and amortization, and 
interest expense.                                                               

Income taxes were $212,000 for the three months ended July 31, 2000,  
compared to $273,000 for the three months ended July 31, 1999, as the result of 
lower pretax income.                                                            

    The foregoing factors contributed to a decrease in Bowlin's net income for
the three months ended July 31, 2000 to $343,000 compared to $432,000 for the   
three months ended July 31, 1999.                                               

LIQUIDITY AND CAPITAL RESOURCES                                                 

At July 31, 2000, Bowlin had working capital of $4.065 million and a  
current ratio of 1.9:1, compared to working capital of $4.166 million and a     
current ratio of 2.1:1 at January 31, 2000. Net cash provided by operating      
activities was $2.695 million for the six months ended July 31, 2000, compared  
to $2.446 million for the six months ended July 31, 1999. Net cash provided in  
the current period is primarily attributable to increased depreciation and      
amortization expense and other operating assets and liabilities.                

 Net cash used in investing activities for the six months ended July 31,
2000 was $1.048 million, of which $1.257 million was used for purchases of      
property and equipment, partially offset by proceeds from sales of assets. For  
the six months ended July 31, 1999, net cash used for investing activities was  
$3.683 million, of which $2.814 was used for purchases of property and equipment
and $1.516 million was used for acquisitions.                                   

 Net cash used in financing activities for the six months ended July 31,
2000 was $70,000 as compared to cash provided by financing activities of $1.667 
million for the six months ended July 31, 1999. At July 31, 2000 and 1999,      
financing activities were primarily a result of borrowings and payments on debt.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                      

The principal market risks Bowlin is exposed to are interest rates on 
Bowlin's debt. Bowlin's interest sensitive liabilities are its debt instruments.
Variable interest on the majority of Bowlin's debt equals LIBOR plus an         
applicable margin. Because rates may increase or decrease at any time, Bowlin is
exposed to market risk as a result of the impact that changes in these base     
rates may have on the interest rate applicable to Bowlin's borrowings.          
Management does not, however, believe that any risk inherent in the variable    
rate nature of its debt is likely to have a material effect on Bowlin's         
financial position, results of operations or liquidity.                         

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BACKGROUND AND REASONS FOR THE MERGER 

BACKGROUND                                                                      

     The terms and conditions of the merger were determined through arm's length
negotiations between the senior managements, boards of directors and financial  
advisors of Lamar and Bowlin. In determining the form of the transaction and the
form and amount of the consideration, numerous factors were reviewed by the     
senior managements and boards of directors of Lamar and Bowlin. The following is
a brief discussion of the contacts and negotiations that have occurred between  
Lamar and Bowlin.                                                               

Prior to the beginning of the year, the board of directors and senior 
management of Bowlin and Rudy R. Miller, Chairman, President and CEO of Miller  
Capital Corporation, Bowlin's financial advisor, discussed structuring the      
company so as to maximize stockholder value. Because Bowlin operated two very   
separate and distinct businesses (outdoor advertising and travel centers), it   
was uncertain that the trading price of Bowlin's common stock was capturing the 
value of each of the business operations.                                       

  In mid January 2000, after consultation with, and at the request of, the
board of directors of Bowlin, Miller Capital contacted REGENT Communications,   
Inc.; Eller Outdoor, a part of Clear Channel; Outdoor Systems, a part of        
Infinity Broadcasting; and Lamar Advertising Company, to discuss a possible     
transaction. At that time, Miller Capital mailed public information to REGENT,  
Outdoor Systems and Lamar. Of the companies contacted, Lamar was the only       
company that expressed an interest in pursuing negotiations with Bowlin.        

     On March 27, 2000, a meeting was held in Baton Rouge, Louisiana where Lamar
is headquartered. Attending the meeting were:                                   

Kevin Reilly, Chairman of the Board, President and CEO, Lamar 

        Sean Reilly, Board member and Vice President/Director of Acquisitions,
Lamar                                                         

Rod Rackley, Vice President Real Estate, Lamar                

Mike Bowlin, Chairman, President and CEO, Bowlin              

Chris Bess, Executive Vice President and COO, Bowlin          

Rudy Miller, Chairman, President and CEO, Miller Capital      

At this meeting Lamar provided a list of additional information they required to
evaluate a potential transaction. Bowlin assembled the requested diligence      
materials on or about May 10, 2000.                                             

   On April 13, 2000, Bowlin announced its fiscal year financial results. In
that announcement, Michael Bowlin, Chairman, President and Chief Executive      
Officer of Bowlin stated that the company believed that its stock remained      
"undervalued when applying an analysis of Bowlin's assets as compared to other  
outdoor related companies with a standard industry multiple of EBITDA." Mr.     
Bowlin also stated that the company continued to analyze strategies that        
included both the outdoor advertising business and the travel centers business  
that might enhance stockholder value.                                           

    On May 5, 2000, the board of directors of Bowlin held a meeting to discuss
further a plan to enhance stockholder value. The board discussed separating its 
two business segments into separate entities, contributing all of the travel    
center assets and liabilities to a new travel center entity, and pursuing a     
separate transaction or disposition of the outdoor advertising business.        

  Negotiations between Lamar and Bowlin continued. Throughout the process,
all communications between Lamar and Bowlin were mediated through Miller        
Capital.                                                                        

 On June 8, 2000, Bowlin announced its financial results for the quarter
ended April 30, 2000. In that press release, Mr. Bowlin stated that the company 
was actively pursuing transactions to accomplish the separation of the outdoor  
advertising company and the travel centers business to enhance stockholder      
value.                                                                          

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    On June 15, 2000, Lamar submitted a letter of intent to Bowlin, indicating
that it was interested in pursuing an acquisition of the outdoor advertising    
business.                                                                       

On June 22, 2000, Mike Bowlin signed the letter of intent.            

 At that time Bowlin brought in their outside counsel, Squire, Sanders &
Dempsey, and in concert with Miller Capital and Bowlin's senior management,     
began working on a definitive agreement for the transaction.                    

     On September 11, 2000, Bowlin retained Sanders Morris Harris Inc., Houston,
Texas, a registered broker/dealer to review all aspects of the transaction and  
to prepare and issue a fairness opinion to Bowlin.                              

On September 13, 2000, Bowlin announced its financial results for the 
quarter ended July 31, 2000. In that press release Mr. Bowlin stated that the   
company was moving forward with the previously announced plan to divide the     
company into two separate operating entities and that it expected to announce   
the details and time frame of the process within the next 30 days.              

 On September 14, 2000, the board of directors of Bowlin met, along with
Miller Capital and Squire, Sanders & Dempsey, to discuss the potential          
transaction with Lamar. The board discussed in detail the acquisition by Lamar, 
the contribution of assets and liabilities to a newly formed subsidiary, Bowlin 
Travel Centers, Inc., the registration of the shares of Bowlin Travel Centers,  
and the anticipated spin-off of the shares of Bowlin Travel Centers to the      
stockholders of Bowlin.                                                         

 On September 29, 2000, Bowlin held another special board meeting, which
included Sanders Morris Harris Inc., Miller Capital and Squire Sanders as       
meeting guests, to discuss the fairness opinion issued by Sanders Morris Harris 
Inc. This meeting provided board members another opportunity to ask additional  
questions from all the outside professionals invited to participate in the      
meeting. At this meeting, the board concluded that the transaction was fair to  
the stockholders from a financial point of view and in the best interest of     
Bowlin and its stockholders and approved the definitive agreement in            
substantially the form presented to the board at that meeting.                  

    On October 3, 2000, a definitive agreement was signed by Lamar and Bowlin.

 Directors and officers of Bowlin have interests in the merger different
from the interests of other Bowlin stockholders. See "Potential Conflicts of    
Interest of Bowlin Management in the Merger."                                   

BOWLIN'S REASONS FOR THE MERGER                                                 

The following discussion of Bowlin's reasons for the merger contains a
number of forward-looking statements that reflect the current views of Bowlin   
with respect to future events that may have an effect on their future financial 
performance. These forward-looking statements include statements regarding the  
markets for Lamar's, Bowlin's and the combined company's services, their planned
response to the demands of their markets, their business strategies, and certain
potential technological and operating synergies intended to be achieved by the  
merger. These forward-looking statements are subject to various risks and       
uncertainties that could cause actual results of Lamar, Bowlin and the combined 
company to differ materially from those currently anticipated, including the    
ability of Lamar and Bowlin to successfully integrate their operations and      
achieve expected synergies; the ability of Bowlin to retain key employees       
following announcement of the merger; changes in business conditions and growth 
trends affecting Lamar's and Bowlin's markets, the outdoor advertising industry 
and the economy in general; and a variety of other competitive factors. These   
and other factors that could cause actual results to differ materially are      
described under "Risk Factors" and elsewhere in this proxy statement/prospectus.

    The Bowlin board believes that the terms of the merger are fair to, and in
the best interests of, Bowlin and its stockholders. ACCORDINGLY THE BOWLIN BOARD
HAS APPROVED THE PROPOSED MERGER AND RECOMMENDS THAT BOWLIN STOCKHOLDERS VOTE   
FOR ADOPTION OF THE MERGER AGREEMENT. In reaching their                         

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decision, the directors considered, with the assistance of management and its   
legal and financial advisors, the following factors:                            

 - the financial and other terms and conditions of the merger agreement,
including the 725,000 shares of Lamar stock being offered to the  
stockholders of Bowlin in exchange for their Bowlin stock;        

     - the fact that Bowlin's obligation to consummate the merger is conditioned
    upon the approval of Bowlin's stockholders and other conditions as set
forth in the merger agreement;                                    

     - the historical market price of, and recent trading activity in, the Lamar
stock;                                                            

   - the opportunity for Bowlin stockholders to participate in the long-term
  growth and appreciation of Bowlin's business through their ownership
interest in Lamar;                                                

  - the strategic fit between the outdoor advertising businesses of Bowlin
and Lamar;                                                        

 - anticipated cost savings resulting from the merger, including (a) the
       consolidation of corporate, administrative and support functions, and (b)
   the elimination of public reporting obligations of Bowlin (the Bowlin
  board did not consider any quantified amount of such cost savings in
reaching its decision to engage in the merger);                   

  - the opinion of Sanders Morris Harris Inc. that, as of October 2, 2000,
       the consideration to be paid in the transaction is fair, from a financial
 point of view, to the Bowlin stockholders (See "Fairness Opinion of
Bowlin's Financial Advisor");                                     

 - the financial presentation and analysis of Sanders Morris Harris Inc.
prepared in connection with its fairness opinion;                 

  - the familiarity of the board with the business, results of operations,
properties and financial condition of Bowlin and the nature of the
industry in which it operates;                                    

    - the Bowlin board considered the financial and other terms of the merger,
  including the fact that Bowlin's board is prevented from seeking out
       alternative transactions under the merger agreement; notwithstanding this
    restriction, the Bowlin board may provide information to or enter into
     discussions or negotiations with other persons if it determines that it
 is necessary to fulfill the directors' fiduciary duties to Bowlin's
stockholders;                                                     

  - publicly available information with respect to the financial condition
  and business of Lamar, including, among other things, Lamar's recent
operating performance and future prospects;                       

- the capital structure of Lamar;                                     

- reports from management and legal advisors on specific terms of the 
merger agreement;                                                 

 - information received concerning the financial performance, condition,
business operations and prospects of each of Bowlin and Lamar; and

- the proposed terms, timing and structure of the merger.             

The Bowlin board also considered a number of risks associated with the
merger, including:                                                              

   - the possibility of management disruption associated with the merger and
the risk that, despite the efforts of the combined company, key   
     management personnel of Bowlin might not continue their employment with
the combined company;                                             

    - the possibility that certain of the operating economies of scale such as
     the elimination of redundant administrative costs sought to be achieved
as a result of the merger might not be realized; and              

  - the possibility of Bowlin's failure to be successfully integrated into
Lamar.                                                            

   On balance, however, the Bowlin board determined that the benefits of the
merger outweighed the potential risks and approved the merger.                  

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The foregoing discussion of information and factors considered by the 
Bowlin board is not intended to be exhaustive but is intended to include the    
material factors considered. In view of the wide variety of factors considered, 
the Bowlin board did not find it practical to, and did not, quantify or         
otherwise assign relative weight to the specific factors considered and         
individual directors may have given different weights to different factors.     

OPINION OF FINANCIAL ADVISOR TO BOWLIN'S BOARD OF DIRECTORS                     

  The Bowlin board retained Sanders Morris Harris Inc., who we refer to as
SMH, to act as its financial advisor in connection with the proposed transaction
and to render an opinion as to the fairness, from a financial point of view, to 
the stockholders of Bowlin of the consideration to be received in the proposed  
transaction. SMH is an independent investment banking firm that has no ownership
interest in Bowlin and that is not an affiliate of Bowlin. On October 2, 2000,  
SMH rendered its opinion to the board of directors of Bowlin to the effect that,
as of such date and based upon and subject to the various considerations        
described in the opinion, the consideration was fair, from a financial point of 
view, to the stockholders of Bowlin.                                            

  The full text of SMH's written opinion dated as of October 2, 2000 which
sets forth, among other things, the assumptions made, matters considered, and   
scope and limitations on the review undertaken, is attached as Annex C hereto   
and is incorporated by reference. Stockholders are urged to, and should, read   
SMH's opinion carefully and in its entirety. SMH's opinion was prepared for the 
use of the board of directors in connection with the transaction and does not   
address the relative merits of the proposed transaction or constitute a         
recommendation to the stockholders as to how they should vote in connection with
the transaction. In addition, the opinion addresses only the financial fairness 
of the terms of the transaction to the stockholders and does not address the    
relative merits of the transaction or any alternatives, the underlying decision 
of the board to engage in the transaction or any other aspect of the            
transaction. The summary of SMH's opinion set forth below is qualified in its   
entirety by reference to SMH's opinion and should be read together with the full
text of the opinion.                                                            

In arriving at its opinion, SMH has, among other things:              

 1. Reviewed a draft of the Agreement and Plan of Merger dated
September 20,2000;                                                    

  2. Reviewed a Letter of Intent from Lamar dated June 15, 2000;

      3. Reviewed Bowlin's audited financials and annual reports for the
years ended January 31, 2000 and January 31, 1999;                    

        4. Reviewed Bowlin's unaudited financial statements for the quarters
ended July 31, 2000 and April 30, 2000;                               

       5. Reviewed Lamar's audited financial statements for the year ended
December 31, 1999;                                                    

         6. Reviewed Lamar's unaudited financial statements for the six months
ended June 30, 2000;                                                  

          7. Reviewed Lamar's Form S-3 (i.e., prospectus relating to the sale of
26.2 million shares of Lamar by Clear Channel Communications) dated   
September 8, 2000;                                                    

      8. Reviewed Bowlin's Form 10 (i.e., registration statement for the
travel centers spin-off) draft dated September 14, 2000;              

          9. Reviewed Bowlin management's outdoor advertising segment budget for
the year ending January 31, 2001;                                     

       10. Reviewed historical market prices and trading volume for common
stocks of both Bowlin and Lamar;                                      

11. Reviewed recent Lamar equity research reports;          

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          12. Reviewed a 1999 Confidential Memorandum prepared by Miller Capital
Corporation regarding the sale of Bowlin's travel center segment;     

     13. Reviewed Bowlin's December 17, 1996 Prospectus prepared by HD
Brous & Co., Inc.;                                                    

      14. Discussed various assets, liabilities and operations of Bowlin
involved in the transaction; and                                      

        15. Reviewed such other financial studies and analyses and performed
such other investigations as SMH deemed appropriate.                  

In conducting its analyses, SMH also held discussions with members of 
Bowlin's senior management regarding the past and current business operations,  
financial condition and future prospects of Bowlin. SMH assumed that the merger 
agreement had been executed and delivered by the parties thereto on terms       
substantially the same to those contained in the most recent draft thereof      
supplied to and reviewed by SMH as of the date of its opinion. SMH relied upon  
and assumed the accuracy and completeness of the financial and other information
made available to it and did not assume responsibility for independent          
verification of such information. SMH assumed, and the management of Bowlin has 
represented, that the information provided by Bowlin, including projections, had
a reasonable basis and reflected the best currently available estimates and     
judgments of Bowlin's management as to the recent and likely future performance 
of Bowlin. SMH also relied on representations of Bowlin's management that they  
were not aware of any information or fact that would make the information       
provided to SMH incomplete or misleading.                                       

    In rendering its opinion, SMH assumed and relied upon, without independent
verification, the accuracy and completeness of all information reviewed by it   
for the purposes of its opinion. SMH assumed that the transaction would be      
consummated on the terms set forth in the merger agreement and that, in the     
course of obtaining necessary regulatory and third-party consents for the       
transaction, no restriction would be imposed that would have a material adverse 
effect on the future results of operations or financial condition of Bowlin. SMH
did not make any independent valuation or appraisal of the assets or liabilities
of Bowlin. SMH's opinion was necessarily based on economic, market, financial   
and other conditions as they existed on, and on the information made available  
to SMH as of, the date of such opinion. It should be understood that, although  
subsequent developments may affect its opinion, except as agreed upon by Bowlin,
SMH does not have any obligation to update, revise or reaffirm its opinion.     

    In arriving at its opinion, SMH was not authorized to solicit, and did not
solicit, indications of interest from any potential buyers of part or all of    
Bowlin nor did it have discussions with any party other than Bowlin's affiliates
with respect to the acquisition of Bowlin or any of its assets. Furthermore, SMH
was not authorized to negotiate the terms of the transaction and has based its  
opinion solely on the terms of the merger agreement as negotiated by others.    

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   The following is a summary of the most significant factors considered and
the principal financial analyses performed by SMH to arrive at its opinion dated
October 2, 2000:                                                                

    (1) Value Range Comparison. SMH's fairness analysis was primarily that the
     value received per share for 100% of Bowlin was equal to or greater
        than the midpoint of the range of fair market value per share for 100%
      of Bowlin's common stock given up by its stockholders. The following
table summarizes SMH's Value Range Comparison:                

                                                                [Download Table]
                                                                            
Estimated Fair Market Value Per Share of Bowlin Stock "Given                
  Up".......................................................  $6.00-$7.00   
APPROXIMATE MID-POINT VALUE OF STOCK "GIVEN UP".............        $6.50   
Estimated Fair Market Value Per Share for approximately                     
  0.165 Shares of Lamar Stock...............................        $6.61(A)
"Received" for Each Share of Bowlin Stock                                   
Additional Value Per Share "Received" from Spin-Off of                      
  Travel Center Division....................................  $1.50-$3.00   
Approximate Mid-Point.......................................        $2.25   
Total Range of "Value Received".............................  $8.11-$9.61   
APPROXIMATE MID-POINT OF TOTAL VALUE "RECEIVED".............        $8.86   
Premium of $8.86 over $6.50.................................           36%  

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

(A) Based on a minimum Lamar price of $40.00 per share.         

     Since the mid-point of the value per share of 100% of Bowlin's common
    stock "given up" by its stockholders was approximately $6.50 and the
  "value received" for (a) the Lamar common stock and (b) the travel
        center spin-off was $8.86 per share, the exchange appeared to be fair to
  Bowlin's stockholders. SMH also noted that Lamar has a much larger
 market capitalization and a more liquid market for its stock than
Bowlin's stock.                                                 

(2) Analysis of value for Bowlin stock. In valuing Bowlin's stock, SMH
         believed the current stock market price, recent historical stock prices
        as well as past and current Bowlin financials were the best indicators
      of fair market value. Based on Bowlin's October 1, 2000 stock market
         price of $6.50 per share, Bowlin's past trading history and a review of
       Bowlin's financial information, SMH believed the range of fair market
        value for Bowlin's common stock was between $6.00 and $7.00 per share,
with a mid-point of $6.50.                                    

   (3) Analysis of value for Lamar common stock. Based on Lamar's relatively
       large market capitalization, recent trading history, analyst comments
        and valuations from recent equity research reports on Lamar, and SMH's
       overall business judgment, SMH believed the current fair market value
         per share of Lamar's common stock was approximately $35.00-$45.00, with
        a mid-point of $40.00. In applying this mid-point to BOWLIN stock, SMH
      multiplied 725,000 shares to be issued to Bowlin stockholders by the
      $40.00 mid-point (i.e., $29.0 million) and then divided by 4,390,098
       total outstanding shares of Bowlin stock to arrive at $6.61 per share
         of value "received" per share of Bowlin "given up" by its stockholders.

(4) Analysis of value for 100% of the Travel Center Division.         

   - EBITDA multiple valuation. SMH began by calculating a preliminary
         enterprise value for the travel center division. A range of multiples
       was applied, but a midpoint of 6 was used in the analysis. SMH then
         applied the 6 multiple to the average of the travel center division's
 fiscal 2000 earnings before interest, taxes, depreciation and
 amortization ("EBITDA") and the first 6 months of fiscal 2001
     annualized EBITDA. This gave an implied equity value per share of
        $1.22 ($10.0 million minus $6.6 million of debt plus $1.9 million of
       cash divided by 4.4 million shares) for the travel center division.

       - Discounted Cash Flow Analysis. SMH's primary methodology to value the
        travel center division was a discounted cash flow analysis (i.e., an
internal rate of return or IRR analysis),                   

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      which is one method SMH believes investors use to evaluate similar
       businesses and divisions. SMH discussed appropriate assumptions for
     such analysis with BOWLIN management on September 15, 2000 and on
       September 21, 2000. SMH began with fiscal 2001 estimated EBITDA and
        grew EBITDA at 5% per year based on discussions with management. SMH
       used a pre-tax discount rate of 15% because of the risk involved in
        investments in this industry and used the present value of 4-6 times
2005 estimated EBITDA as the terminal value. Based on these 
       parameters, SMH arrived at an implied fair market value for 100% of
the division's equity of $10.1 million, or $2.31 per share. 

        Based on SMH's valuations of the travel center division, but giving more
     weight to its DCF analysis, SMH believed the travel center division's
   fair market value was $1.50-$3.00 per share. Although the financial
       analyses employed by SMH imply a market value for 100% of the division,
    SMH does not express an opinion on what the travel center division's
   stock might trade for after the spin-off. The values implied by the
      analyses do not purport to suggest future trading prices for the stock
of the spin-off company.                                        

    (5) Premium Over Recent Stock Prices. SMH believed a premium of 30-40% was
       clearly fair and attractive to a Bowlin stockholder whose alternative
    at the time of SMH's analysis was to sell the stock at $6.50. Such
premiums can range from zero to more than 100% due to special 
    circumstances, but SMH believed a normal range was probably 20-60%
based on industry and size of operations.                     

       As reported in Mergerstat Review, average premiums offered for 1999 and
       1998 were 43.3% and 40.7%, respectively. Reported figures for 1999 were
        based on 723 announced public deals and 1998 were based on 523 announced
        public deals. Mergerstat defines premiums offered as price over seller's
closing market price five days prior to announcement.           

 (6) Comparable Company Analysis for Bowlin Travel.  Since the companies
        used in this analysis were not very comparable to Bowlin (due to their
     size and business mix) and the fact that the multiples derived were
      extremely high in comparison to most companies, SMH did not give any
      weight to the analysis. Nevertheless, SMH reviewed certain financial
ratios for the following public companies:                    

- Infinity Broadcasting Corporation                             

- Obie Media Corporation                                        

- Lamar Advertising Company                                     

  The three key valuation multiples used in their analysis were: (1)
  Enterprise Value (i.e., market value of equity plus total debt) to
  EBITDA, (2) Enterprise Value to earnings before interest and taxes
     ("EBIT") and (3) Enterprise Value to Revenues. All of these multiples
were based on trailing-twelve month financials. In addition to  
      individual company multiples, SMH calculated the mean (i.e., average),
        and adjusted mean (i.e., average excluding highest and lowest multiples)
of each ratio.                                                  

Key Comparable Company Multiples                            

                                                                [Download Table]

                                  HIGH     LOW     MEAN    ADJUSTED MEAN
                                 ------   -----   ------   -------------
                                                                        
Enterprise Value to:                                                    
  EBITDA.......................   29.5x   12.5x    21.1x       21.2x    
  EBIT.........................  540.7x   19.2x   202.0x       46.1x    
  Revenues.....................   13.3x    1.5x     8.2x        9.9x    

       EBITDA multiples for the three guideline companies ranged from 12.5x to
     29.5x on September 26, 2000. The adjusted mean multiple for the three
guideline companies was 21.2x.                                  

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     SMH multiplied 21.2 by the division's trailing-twelve month EBITDA of
$3,115,000, which resulted in an implied enterprise value of    
$66,038,000.                                                    

   The next multiple was Enterprise Value/EBIT. EBIT multiples for the
       three public comparables ranged from 19.2x to 540.7x. The adjusted mean
    multiple for the three guideline companies was 46.1x. SMH multiplied
      46.1 by the division's trailing-twelve month EBIT of $1,178,000, which
resulted in an implied enterprise value of $54,305,800.         

      The next multiple was the ratio of Enterprise Value to trailing-twelve
   month Revenues. The three guideline public companies had a range of
     enterprise value/revenue ratios from 1.5x to 13.3x. The adjusted mean
     revenue multiple for the three guideline companies was 9.9x. SMH then
 multiplied 9.9 by the division's trailing-twelve month Revenue of
$8,187,000, which resulted in an implied enterprise value of    
$81,051,300.                                                    

 SMH then averaged the three enterprise values cited above for the
    division to arrive at an average enterprise value of $67,131,700. In
   order to arrive at an implied equity value, SMH subtracted debt and
       added excess cash. As of June 30, 2000, Bowlin had $220,000 in cash and
        $15,426,000 in total debt. This gave the outdoor advertising division an
        implied equity value of $54,925,700 (i.e., $67,131,700 minus $15,426,000
plus $220,000), or $11.83 per share as of September 26, 2000.   

(7) Comparable Transactions and Premiums.  SMH considered several     
       transactions from the past year and a half in the outdoor advertising
      industry, but none were comparable enough to the transaction to make
   their analysis of such transactions more important than the other
  valuation methodologies used. The following table summarizes the
   transactions and price to trailing twelve months EBITDA (prior to
        acquisitions) multiples. Bowlin's outdoor division had trailing twelve
 month ("TTM") EBITDA of $3.1 million as of July 31, 2000, which
        represents a purchase multiple (from $45 million) of 14.7 times. Based
    on the adjusted mean (i.e., excluded highest and lowest multiples)
        price to TTM EBITDA multiple from these transactions of 15.2x compared
        to the price to TTM EBITDA multiple of 14.2x for the outdoor division,
     the multiple Bowlin common stockholders will receive appeared to be
fair.                                                         

                                                                [Download Table]

                                                          PRICE       PRICE/  
        ACQUIRER                TARGET          DATE     ($ MIL.)   TTM EBITDA
        --------                ------          ----     --------   ----------
                                                                              
Lamar                  Root Outdoor & Ohio                                    
                         Outdoor Holding Corp.    5/00      60.0      14.5x   
Lamar                  Macon, GA Properties       5/00      75.0      22.1x   
Lamar                  Advantage Outdoor          5/00     170.0      12.7x   
Infinity               Giraudy Outdoor Advert.    3/00     425.0      11.1x   
Clear Channel          Ackerly Florida Outdoor   10/99     330.0      34.0x   
Clear Channel          Plankanda Holdings         7/99     102.4      12.5x   
Clear Channel          Dauphin OTA                6/99     250.0      11.3x   
Lamar                  AMFM Inc. Outdoor          6/99   1,600.0      14.9x   
Lamar                  Vivid, Inc.                6/99      22.1      14.4x   
Infinity Broadcasting  Outdoor Systems            5/99   8,300.0      19.1x   
Lamar                  Frank Hardie, Inc.         4/99      20.3      15.6x   
Lamar                  KJS LLC.                   2/99      40.5      12.1x   
Lamar                  American Displays, Inc.    1/99      14.5      18.4x   
                                                                      -----   
                                                            MEAN      16.4X   
                                                            HIGH      34.0X   
                                                             LOW      11.1X   
                                                    ADJUSTED MEAN(1)  15.2X   

The preparation of a fairness opinion is a complex process involving  
subjective judgments and is not necessarily susceptible to a partial analysis or
summary description. SMH believes that selecting any portion of SMH's analyses, 
without considering all analyses, would create a misleading or incomplete view  
of the processes underlying the analyses and its opinion. In addition, SMH may  
have deemed various assumptions more or less probable than other assumptions, so
that the ranges of valuations resulting for                                     

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any particular analysis described above should not be taken to be SMH's view of 
the actual value of Bowlin, which may be more or less than suggested by the     
analyses.                                                                       

The analyses performed by SMH are not necessarily indicative of actual
value, which may be significantly more or less favorable than suggested by such 
analyses. Such analyses were performed solely as part of SMH's analysis of      
whether the consideration to be received pursuant to the Agreement and Plan of  
Merger was fair from a financial point of view to Bowlin stockholders, and were 
conducted in connection with the delivery of SMH's opinion. The analyses do not 
purport to be appraisals or to be indicative of actual values or future results,
or to reflect the prices at which Bowlin or its assets might actually be sold.  

  As described above, SMH's opinion provided to the board of directors was
one of a number of factors taken into consideration by the board in making its  
determination to recommend adoption of the Agreement and Plan of Merger and the 
transaction resulting from it. Consequently, SMH's analyses described above     
should not be viewed as determinative of the opinion of the board of directors  
or management with respect to the value of Bowlin or its divisions. The Lamar   
common stock to be received by the stockholders pursuant to the Agreement and   
Plan of Merger was determined through negotiations between representatives of   
Bowlin and was approved by the entire board.                                    

    SMH was selected by the board of directors to render a fairness opinion in
connection with the transaction because of SMH's reputation and expertise as an 
investment banking firm. SMH, as part of its investment banking business, is    
regularly engaged in the valuation of businesses and their securities in        
connection with going-private transactions, mergers and acquisitions,           
underwritings of equities, private placements and valuations for estate,        
corporate and other purposes. In the ordinary course of its business, SMH may   
actively trade Bowlin's equity securities for its own account and for the       
accounts of customers and, accordingly, may at any time hold a long or          
short-term position in such securities.                                         

   In accordance with its engagement letter, the opinion of SMH is addressed
to the board of directors for its use in connection with its review and         
evaluation of the proposed transaction. Neither the opinion nor the underlying  
SMH analyses may be relied upon by any person other than the members of the     
board without the prior written consent of SMH. Accordingly, under the terms of 
the engagement letter and the opinion letter prepared pursuant to the engagement
letter, no stockholders of Bowlin may rely or allege any reliance on SMH's      
opinion or analysis in connection with the stockholder's consideration of the   
merits of the transaction or otherwise. It is SMH's position that its duties in 
connection with its fairness opinion are solely to the board of directors, and  
that it has no legal responsibility to any other persons, including stockholders
of Bowlin, under the laws of the State of Texas, the governing law of the       
engagement letter. SMH would likely assert the substance of this disclaimer as a
defense to claims, if any, that might be brought against it by stockholders of  
Bowlin with respect to its fairness opinion. Further, courts interpreting Texas 
law have strictly limited the persons who can sue for professional negligence to
the parties to the agreement that provided for the engagement of the            
professional. SMH believes that the principles adopted in these cases would     
limit its liability solely to the board of directors. However, since no Texas   
court has ruled specifically on these issues in the context of SMH's engagement,
they necessarily would have to be resolved by a court of competent jurisdiction.

    Pursuant to the engagement letter agreement between the board of directors
and SMH, dated September 11, 2000, Bowlin agreed to pay SMH (i) a non-refundable
retainer of $25,000 upon execution of the engagement letter and (ii) an         
additional $75,000 payable upon submission of SMH's opinion. In addition to any 
fees for professional services, SMH will also be reimbursed by Bowlin for       
expenses incurred in connection with SMH's assignment. Bowlin has also agreed to
indemnify SMH against specified liabilities, including liabilities under the    
federal securities laws, related to, arising out of or in connection with the   
engagement of SMH by the board of directors.                                    

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POTENTIAL CONFLICTS OF INTEREST OF BOWLIN MANAGEMENT IN THE MERGER              

   In considering the merger, you should be aware of the interests executive
officers and directors of Bowlin have in the merger that are different from your
interests and their interests as stockholders. Michael L. Bowlin, Chairman,     
President and Chief Executive Officer, beneficially owns approximately 36.8% of 
the outstanding common stock. All directors and executive officers as a group   
own approximately 58.8% of the outstanding common stock of Bowlin. Directors    
have a fiduciary duty to act in the best interest of the stockholders. Officers 
have a duty to act in the best interest of the company. However, because the    
directors and officers of Bowlin are also stockholders of Bowlin, they might be 
inclined to vote to adopt the merger agreement if they believe it is in their   
own individual best interests as a stockholder, irrespective of the impact of   
that vote on other stockholders. In addition, some directors and officers may   
have held options to purchase shares of Bowlin stock at an exercise price that  
was less than the current trading price. Although the officers and directors of 
Bowlin have not signed any agreements that require them to vote for the merger, 
they have indicated their intention to vote in favor of the transaction.        

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THE MERGER AND THE MERGER AGREEMENT 

The following is a summary of significant provisions of the merger    
agreement. For a more complete understanding of the merger agreement, you should
read the agreement. The agreement is attached as Annex A and is incorporated    
into this proxy statement/prospectus by reference.                              

GENERAL DESCRIPTION OF THE MERGER                                               

 In the merger, Lamar Southwest Acquisition Corporation, a newly formed,
wholly owned subsidiary of Lamar, will merge with and into Bowlin. Bowlin will  
be the surviving corporation and will continue to exist under Nevada law as a   
wholly owned subsidiary of Lamar. The articles of incorporation of Bowlin, which
will be amended and restated and filed with the articles of merger, will be the 
articles of incorporation of the surviving corporation. The by-laws of Lamar    
Southwest, as in effect immediately before the merger, will be the by-laws of   
the surviving corporation.                                                      

Bowlin and its subsidiary, Bowlin Travel Centers, Inc., entered into a
contribution agreement dated as of November 1, 2000 in the form attached as     
Annex B to this proxy statement/prospectus. This contribution agreement provides
that certain assets and liabilities of Bowlin related to Bowlin's travel centers
line of business will be contributed to Bowlin Travel. Bowlin intends to        
distribute the shares of Bowlin Travel to the Bowlin stockholders immediately   
prior to the completion of the merger. The business, assets and liabilities of  
the travel center's line of business, therefore, will not be acquired by Lamar  
in the merger.                                                                  

Contribution Agreement                                                      

    Under the contribution agreement, Bowlin contributed all of the assets and
liabilities directly associated with the ownership and operation of the travel  
centers business to Bowlin Travel Centers, Inc. Bowlin and Bowlin Travel each   
represented that it was duly organized, had the authority to enter into the     
agreement, and that there were no conflicts or violations resulting from, or    
consents required by, the execution and delivery of the agreement. Bowlin Travel
also covenants under the agreement to offer employment to all of the employees  
of Bowlin that work in the travel centers business, on the same terms and       
conditions of employment they currently enjoy with Bowlin, and to assume all    
obligations and liabilities associated with those employees. Under the          
agreement, Bowlin Travel agreed to indemnify Bowlin, its directors, officers,   
shareholders, employees, affiliates, successors and assigns for any and all     
losses, liabilities, claims, demands, penalties, fines, settlements, damages, or
expenses (including, without limitation, interest, penalties, costs of          
preparation and investigation, and the reasonable fees, disbursements and       
expenses of attorneys, accountants and professional advisors) incurred by any of
the Bowlin indemnitees:                                                         

    - arising under federal, state or local environmental laws and arising out
     of or in connection with the travel center business or the ownership or
operation of any of the assets or assumed liabilities;            

- resulting from any labor or employment dispute arising out of or in 
      connection with the operation of the travel center business or otherwise
involving a travel centers business employee; and                 

     - any attempt (whether or not successful) by any person to cause or require
    Bowlin to discharge or pay any assumed liability, or otherwise arising
out of or relating to any assumed liability.                      

Tax Sharing and Disaffiliation Agreement                                    

 As part of the Contribution Agreement, Bowlin and Bowlin Travel entered
into a Tax Sharing and Disaffiliation Agreement, which we refer to as the Tax   
Agreement. The Tax Agreement sets forth rights and obligations of Bowlin and    
Bowlin Travel with respect to taxes imposed on their respective businesses both 
before and after the distribution of Bowlin Travel shares to the Bowlin         
shareholders and with respect to "Restructuring Taxes." For purposes of the Tax 
Agreement, "Restructuring Taxes" are taxes imposed in connection with the       
contribution by Bowlin of the travel centers-related assets and liabilities to  
Bowlin Travel and the distribution.                                             

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   General Taxes.  Under the Tax Agreement, Bowlin Travel will be liable for
and indemnify Bowlin against any taxes that are attributable to the travel      
centers business (both before and after transfer of such business to Bowlin     
Travel), Restructuring Taxes and sales, transfer and other similar taxes        
incurred in connection with the contribution and distribution. Bowlin will be   
liable for and indemnify Bowlin Travel against any taxes that are attributable  
to the outdoor advertising business. The Tax Agreement sets forth additional    
rules for determining the tax obligations of Bowlin and Bowlin Travel.          

   Restructuring Taxes.  Under the Tax Agreement, Bowlin Travel is generally
responsible for all Restructuring Taxes. Bowlin and Bowlin Travel anticipate    
that the contribution will not result in any tax liability and that the         
distribution will not result in any tax liability to Bowlin shareholders.       
However, Bowlin may be liable for Restructuring Taxes in connection with the    
distribution. More specifically, Bowlin will be required to pay tax on gain (if 
any) equal to the value of Bowlin Travel on the date of the distribution, less  
Bowlin's basis in Bowlin Travel shares immediately before the distribution.     
Bowlin and Bowlin Travel plan to base the value of Bowlin Travel on the         
first-day trading price of Bowlin Travel shares. Therefore, the amount of this  
gain and any consequent Restructuring Taxes will not be determined until the    
time of the distribution. Depending upon the value of Bowlin Travel as of the   
distribution, the amount of Restructuring Taxes could be substantial. In        
addition, it is possible that the IRS may successfully challenge any valuation  
of Bowlin Travel for this purpose and thereby assess additional Restructuring   
Taxes. As stated previously, under the Tax Agreement, Bowlin Travel is required 
to reimburse Bowlin for any Restructuring Taxes.                                

    Administrative Matters.  The Tax Agreement also sets forth the obligations
of Bowlin and Bowlin Travel with respect to the filing of tax returns, the      
administration of tax contests and other matters.                               

Reasons for the Distribution                                                

  The distribution of the Bowlin Travel stock is being carried out for the
purpose of facilitating the tax-free acquisition of Bowlin by Lamar because     
Lamar is not interested in acquiring the travel center business.                

EFFECTIVE TIME                                                                  

    We expect to close the merger during the first quarter of 2001. The merger
will be effective upon the filing of articles of merger with the Nevada         
Secretary of State, or a later time that we specify in the articles of merger.  
We plan to file the articles of merger soon after the Bowlin special meeting.   

MERGER CONSIDERATION FOR BOWLIN STOCK AND EXCHANGE RATIO                        

 At the effective time of the merger, each share of Bowlin stock will be
converted into the right to receive Lamar stock equal to the product of (A) one 
share of Lamar stock and (B) the quotient of (x) 725,000, divided by (y) the    
total number of shares of Bowlin stock issued and outstanding. Assuming that all
outstanding Bowlin stock options are exercised prior to the closing of the      
merger, there would be 4,583,348 shares of Bowlin stock outstanding and the     
exchange ratio would be .15818. Cash will be paid for any fractional shares. In 
no event will Lamar issue more than 725,000 shares of Lamar stock for the       
outstanding shares of Bowlin stock. The exchange formula was agreed to in       
arm's-length negotiations between representatives of Lamar and Bowlin.          

The 725,000 shares of Lamar stock issuable in the merger represent    
approximately .91% of the total Lamar stock that will be outstanding after the  
issuance.                                                                       

NO FRACTIONAL SHARES                                                            

   Lamar will not issue fractional shares in the merger. Instead, Lamar will
pay cash to each Bowlin stockholder who otherwise would be entitled to receive a
fractional share of Lamar stock. The cash amount will equal the fractional share
number multiplied by the average of the closing sales prices of a               

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share of Lamar stock as reported on the Nasdaq National Market System for the 30
trading days ending on the last trading day immediately prior to the closing of 
the merger.                                                                     

EXCHANGE OF BOWLIN STOCK CERTIFICATES                                           

     Promptly after the effective time, the exchange agent will mail transmittal
forms to each person who held shares of Bowlin stock as of the effective time   
for use in exchanging Bowlin stock certificates for Lamar stock certificates and
any cash for fractional shares. The transmittal forms will include instructions 
specifying details of the exchange.                                             

 DO NOT SEND IN YOUR BOWLIN CERTIFICATES UNTIL YOU RECEIVE A TRANSMITTAL
FORM.                                                                           

  If certificates for any shares of Bowlin stock have been lost, stolen or
destroyed, the holder must submit appropriate evidence regarding the ownership, 
loss, theft or destruction of the certificate, an affidavit to that effect and a
customary indemnification agreement to the exchange agent.                      

Lamar will honor a request from a person surrendering a Bowlin stock  
certificate that the Lamar stock being given in exchange be issued to a person  
other than the registered holder of the certificate on the exchange agent's     
books, so long as the requesting person:                                        

  - submits all documents necessary to evidence and effect the transfer to
the new holder; and                                               

   - pays any transfer or other taxes for issuing shares of Lamar stock to a
    person other than the registered holder of the certificate, unless the
    requesting person satisfactorily establishes to Lamar that any tax has
been paid or is inapplicable.                                     

 Holders of Bowlin stock exchanged for Lamar stock in the merger will be
entitled to receive dividends and other distributions on Lamar stock (without   
interest) that are declared or made with a record date after the effective time.
Dividends or other distributions will not be paid to any former holder of Bowlin
stock, however, until that holder surrenders its shares of Bowlin stock to the  
exchange agent.                                                                 

TREATMENT OF BOWLIN STOCK OPTIONS                                               

 Any options for Bowlin stock that were issued to directors or employees
under Bowlin's option plans that had not been exercised by November 17, 2000    
were cancelled and no longer represent the right to receive Bowlin stock or     
Lamar stock. On October 17, 2000, Bowlin notified each holder of an option to   
purchase Bowlin stock, except HD Brous & Co., Inc., that they had the right to  
exercise any and all options to purchase Bowlin stock, whether or not currently 
exercisable according to their respective terms, prior to November 17, 2000. A  
total of 244,500 of these options were not exercised by November 17, 2000 and   
have been automatically terminated. The only options currently outstanding are  
options to purchase 10,000 shares of Bowlin stock at an exercise price of $5.00 
per share, held by HD Brous & Co., Inc. These options will expire on the earlier
to occur of (i) 5:00 p.m. Arizona time on the business day immediately prior to 
the date on which the merger is effectuated, or (ii) 5:00 p.m. Arizona time on  
December 31, 2000.                                                              

TREATMENT OF BOWLIN BENEFITS                                                    

     The Bowlin employees who remain employees of the surviving corporation will
be eligible to participate in Lamar's 401(k) plan and any assets that they have 
in the Bowlin plan will be transferred to Lamar's plan. After the spin-off of   
Bowlin Travel, Bowlin Travel will continue to maintain the Bowlin 401(k) plan as
a successor employer to those employees who do not remain with the surviving    
corporation following the merger.                                               

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ACCOUNTING TREATMENT                                                            

   Lamar will account for the merger using the purchase method of accounting
for a business combination. Under this method of accounting, the assets and     
liabilities of Bowlin, including intangible assets, will be recorded at their   
fair market values. The results of operations and cash flows of Bowlin will be  
included in Lamar's financial statements following the completion of the merger.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER            

  The following discussion summarizes the material U.S. federal income tax
consequences of the merger. The discussion is based on the Internal Revenue     
Code, related regulations, existing administrative interpretations and court    
decisions, all of which may change, possibly with retroactive effect. This      
discussion assumes that Bowlin stockholders hold their shares of Bowlin stock as
capital assets within the meaning of Section 1221 of the Internal Revenue Code. 
This discussion does not address all aspects of U.S. federal income taxation    
that may be important to you either in light of your particular circumstances or
if you are subject to special rules. These special rules include those relating 
to:                                                                             

   - stockholders who are not U.S. citizens or residents or that are foreign
corporations, partnerships, estates or trusts;                    

- financial institutions;                                             

- tax-exempt organizations;                                           

- insurance companies;                                                

- dealers in securities;                                              

 - stockholders who acquired their Bowlin stock by exercising options or
similar derivative securities or otherwise as compensation; and   

  - stockholders who hold their Bowlin stock as part of a hedge, straddle,
appreciated financial position or conversion transaction.         

    This section, as it relates to matters of United States federal income tax
law, constitutes the opinion of Squire, Sanders & Dempsey L.L.P., counsel to    
Bowlin. These opinions are based on a number of assumptions, representations and
covenants, including the assumption that the merger will be completed as        
described in this document. The opinions neither bind the IRS nor preclude the  
IRS from adopting a position contrary to that expressed in the opinions. Bowlin 
and Lamar cannot assure you that contrary positions will not be successfully    
asserted by the IRS or adopted by a court if the issues are litigated. Neither  
of us intends to obtain a ruling from the IRS with respect to the tax           
consequences of the merger.                                                     

Tax Consequences to Bowlin Stockholders                                     

   Except as discussed below, Bowlin stockholders will not recognize gain or
loss for U.S. federal income tax purposes on the exchange of Bowlin stock for   
Lamar stock in the merger. The aggregate tax basis of Lamar stock received in   
the merger will be the same as the aggregate tax basis of the Bowlin stock      
surrendered in exchange therefor, reduced by the portion of the tax basis of the
Bowlin stock allocable to fractional shares of Lamar stock for which cash is    
received instead. The holding period of Lamar stock received as a result of the 
exchange will include the holding period of the Bowlin stock surrendered in     
exchange. Bowlin stockholders will recognize gain or loss for U.S. federal      
income tax purposes on the cash they receive in place of fractional shares of   
Lamar stock. The gain or loss will be measured by the difference between the    
amount of cash received and the portion of the tax basis of the Bowlin stock    
surrendered in the merger that is allocable to those fractional shares of Lamar 
stock.                                                                          

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Tax Consequences to Lamar and Bowlin                                        

    Lamar, including its merger subsidiary, and Bowlin will not recognize gain
or loss for U.S. federal income tax purposes by reason of the merger. However,  
Bowlin may be liable for taxes imposed in connection with the contribution by   
Bowlin of the travel centers-related assets and liabilities to Bowlin Travel and
the distribution. More specifically, Bowlin will be required to pay tax on the  
gain (if any) equal to the value of Bowlin Travel on the date of the            
distribution, less Bowlin's basis in the Bowlin Travel shares immediately before
the distribution. Bowlin Travel has agreed to indemnify Bowlin for these taxes. 
See "General Description of the Merger -- Tax Sharing and Disaffiliation        
Agreement."                                                                     

Backup Withholding                                                          

Unless a stockholder complies with reporting and/or certification     
procedures or is an exempt recipient under the backup withholding and           
information reporting provisions of the Internal Revenue Code and Treasury      
regulations, the holder may be subject to a 31% backup withholding tax on any   
cash payments received in the merger. Any amounts withheld under the backup     
withholding rules may be allowed as a refund or a credit against the holder's   
federal income tax liability, provided the required information is furnished to 
the IRS.                                                                        

 THE FOREGOING DISCUSSION IS ONLY INTENDED TO PROVIDE YOU WITH A GENERAL
SUMMARY. IT IS NOT A COMPLETE ANALYSIS OR DESCRIPTION OF EVERY POTENTIAL U.S.   
FEDERAL INCOME TAX CONSEQUENCE OR ANY OTHER CONSEQUENCE OF THE MERGER. IN       
ADDITION, THE DISCUSSION DOES NOT ADDRESS TAX CONSEQUENCES THAT MAY VARY WITH,  
OR ARE CONTINGENT ON, YOUR INDIVIDUAL CIRCUMSTANCES. MOREOVER, THIS DISCUSSION  
DOES NOT ADDRESS ANY NON-INCOME TAX OR ANY FOREIGN, STATE OR LOCAL TAX          
CONSEQUENCES OF THE MERGER. ACCORDINGLY, WE STRONGLY URGE YOU TO CONSULT WITH   
YOUR TAX ADVISOR TO DETERMINE THE PARTICULAR U.S. FEDERAL, STATE, LOCAL OR      
FOREIGN TAX CONSEQUENCES TO YOU OF THE MERGER.                                  

COVENANTS UNDER THE MERGER AGREEMENT                                            

Bowlin's Interim Operations                                                 

  Until the closing of the merger and except regarding the contribution of
Bowlin's travel center assets and liabilities to Bowlin Travel in connection    
with the spin-off, Bowlin has agreed to operate its business solely in the      
ordinary course. Bowlin also agreed to:                                         

- use best efforts to preserve its assets;                            

     - use best efforts to preserve the goodwill of its suppliers, customers and
others having business relations with it;                         

- do nothing to impair its ability to keep and preserve its business. 

Joint Interim Obligations                                                   

   Bowlin and Lamar have agreed that they will not do anything or fail to do
anything that will result in a breach of any of the agreements or commitments   
made in the merger agreement. Each also has agreed that it will not do anything 
or fail to do anything that would cause any of its representations and          
warranties in the merger agreement to become untrue.                            

No Solicitation by Bowlin                                                   

Bowlin has agreed not to directly or indirectly (1) solicit any person
regarding either a business combination or any other transaction with Bowlin as 
an alternative to this merger, (2) participate in any negotiations with, or     
provide information to, any person to seek any alternative transaction to this  
merger, (3) agree to or recommend an alternative transaction or (4) enter into  
any agreements regarding an alternative transaction to the merger, unless prior 
to the adoption of the merger agreement by the Bowlin's stockholders, Bowlin's  
board is required to do so by its fiduciary duties. Bowlin has agreed to inform 
Lamar of any inquiry it receives relating to an alternative transaction.        

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Recommendation of the Bowlin Board                                          

The Bowlin board has agreed to take all lawful action that does not   
interfere with its fiduciary duties to secure the vote of its stockholders      
adopting the merger agreement, including recommending this transaction to its   
stockholders.                                                                   

Other Covenants                                                             

    The merger agreement contains covenants of both parties relating to, among
other things, public announcements, notifications, regulatory filings, employee 
matters, and cooperation in obtaining consents and approvals.                   

Bowlin has also agreed, among other things, to grant Lamar access to  
company information as is reasonably necessary to investigate Bowlin and to     
confer with Lamar on a regular basis to report material operational matters and 
report the general status of its operations.                                    

     Lamar has also agreed, among other things, to use its best efforts to cause
the shares of Lamar stock that it will issue in the merger to be approved for   
listing on the Nasdaq National Market.                                          

REPRESENTATIONS AND WARRANTIES                                                  

    Each of Lamar, Lamar Southwest Acquisition Corporation and Bowlin has made
customary representations and warranties to the other in the merger agreement   
regarding, among other things:                                                  

- its organization and similar corporate matters;                     

     - the authorization, execution, delivery, performance and enforceability of
the merger agreement;                                             

- its capital structure;                                              

   - reports and financial statements filed with the SEC and the accuracy of
the information contained in those documents;                     

 - the absence of any undisclosed liabilities since their latest audited
balance sheet;                                                    

- necessary governmental consents and filings;                        

     - the absence of conflicts, violations or defaults under its organizational
       documents and other agreements and documents as a result of executing the
merger agreement and the consummation of the merger;              

  - the absence of conflicts with or violations of any laws as a result of
executing the merger agreement;                                   

- merger-related brokers' and finders' fees; and                      

- the accuracy of the information in this proxy statement/prospectus. 

Bowlin has made additional representations and warranties to Lamar    
regarding, among other things:                                                  

- its advertising revenues and lease expense over certain prescribed  
     periods, as well as the level of its long-term debt as of the effective
time of the merger;                                               

- its material contracts;                                             

- its owned real property;                                            

- the type, location and condition of its outdoor advertising faces;  

- insurance coverage;                                                 

- the absence of litigation;                                          

- legal proceedings;                                                  

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- its accounts receivable;                                            

- the intellectual property it uses in its business;                  

- the filing of tax returns and payment of taxes;                     

- its employee benefit plans;                                         

- its bank accounts;                                                  

- employee matters;                                                   

- possession of all necessary permits;                                

- compliance with all applicable laws;                                

- compliance with governmental regulations concerning employees and   
relations with employees;                                         

- compliance with environmental laws and other environmental matters; 

- board approval of the merger;                                       

- the voting requirements for stockholder approval of the merger;     

- the absence of a stockholder rights plan;                           

- adherence to corporate formalities; and                             

- transactions with related parties.                                  

    Bowlin has also made the following representations and warranties to Lamar
that, since its latest audited balance sheet, with several exceptions, it has   
not:                                                                            

- amended its certificate of incorporation or bylaws;                 

    - incurred any liability exceeding $50,000 individually or $100,000 in the
aggregate;                                                        

- permitted any of its assets to be subject to any mortgage or other  
encumbrance;                                                      

     - merged with another entity, agreed to acquire any business or sold any of
its assets;                                                       

- made any material capital expenditures;                             

- declared any dividends or redeemed any outstanding securities;      

- adopted or changed any employee benefit plans;                      

- made any bonus or profit sharing distributions;                     

- made any loans;                                                     

- changed any banking arrangements;                                   

- entered into or amended any employment agreements;                  

- canceled or released any debts;                                     

   - entered into any transactions that were not negotiated at arm's-length;

- suffered any material losses; or                                    

   - incurred any liability with respect to a labor or collective bargaining
agreement.                                                        

Lamar has made additional representations and warranties to Bowlin    
regarding, among other things, its intention to satisfy certain requirements so 
that the merger qualifies as a tax free reorganization.                         

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CONDITIONS TO THE MERGER                                                        

Conditions to Each Party's Obligation to Effect the Merger                  

    Lamar and Bowlin do not have to consummate the merger unless the following
conditions are met or, where permissible, waived:                               

- Bowlin stockholders must adopt the merger agreement;                

    - the registration statement of which this proxy statement/prospectus is a
   part must have been declared effective and not be subject to any stop
order or related proceeding;                                      

 - Lamar and Bowlin must obtain all required approvals from governmental
entities and satisfy any required waiting periods;                

     - no injunction or other judgment is in effect to prohibit the consummation
of the merger;                                                    

 - no litigation or other proceeding is pending or threatened that would
adversely affect Lamar or the entity surviving the merger; and    

     - the shares to be issued in the merger have been authorized for listing on
the Nasdaq National Market System.                                

Conditions to the Obligation of Lamar and Lamar Southwest Acquisition       
Corporation                                                                 

     Lamar and Lamar Southwest Acquisition Corporation do not have to consummate
the merger unless the following additional conditions are met or waived by      
Lamar:                                                                          

     - Bowlin must have performed and complied in all material respects with all
its agreements and covenants in the merger agreement, and the     
representations and warranties of Bowlin contained in the merger  
     agreement must be true and correct when made and as of the closing date
    as if made as of that date, except for any inaccuracies or failures to
      perform that would not reasonably be expected to have a material adverse
effect on Bowlin;                                                 

     - nothing has occurred after the signing of the merger agreement that could
 reasonably be expected to have a material adverse effect on Bowlin;

- all necessary consents and approvals must be obtained;              

- Bowlin's working capital must not be less then $100,000;            

- Bowlin's long-term debt must not exceed $14,500,000;                

  - none of Bowlin's assets will secure any debts or obligations of Bowlin
Travel;                                                           

   - certain outdoor advertising faces that are to be completed prior to the
closing of the merger must be completed in suitable condition;    

   - the contribution of assets to, and assumption of liabilities by, Bowlin
       Travel in the spin-off transaction must have been completed in accordance
with the terms of the contribution agreement;                     

   - Bowlin must distribute all of the shares of Bowlin Travel to the Bowlin
stockholders;                                                     

  - Lamar must receive the resignations of all of the directors of Bowlin;

- Lamar must receive the customary closing documents described in the 
merger agreement; and                                             

 - each affiliate of Bowlin must deliver to Lamar an agreement regarding
   restrictions on the resale of the shares of Lamar stock issued in the
merger.                                                           

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Conditions to the Obligation of Bowlin                                      

Bowlin does not have to consummate the merger unless the following    
additional conditions are met or waived by Bowlin:                              

    - Lamar must have performed and complied in all material respects with all
its agreements and covenants in the merger agreement, and the     
       representations and warranties of Lamar contained in the merger agreement
     must be true and correct when made as of the closing date as if made as
   of that date, except for any inaccuracies or failures to perform that
   would not reasonably be expected to have a material adverse effect on
Lamar;                                                            

     - nothing has occurred after the signing of the merger agreement that could
 reasonably be expected to have a material adverse effect on Bowlin;

     - nothing has occurred since the signing of the merger agreement that has a
material adverse effect on Lamar;                                 

- all necessary consents and approvals must be obtained; and          

- Bowlin must receive the customary closing documents described in the
merger agreement.                                                 

TERMINATION OF THE MERGER AGREEMENT                                             

 The merger agreement may be terminated at any time before the effective
time, whether before or after its adoption by Bowlin stockholders:              

- by mutual written consent of Lamar and Bowlin;                      

- by either Lamar or Bowlin:                                          

   -- for material uncured breaches of representations by the other party;

-- if the merger has not occurred by March 31, 2001, unless the     
        terminating party's own breach of the agreement is the reason that the
      merger has not been consummated and, with respect to Bowlin, only if
the applicable termination fee is paid;                       

-- if there is a non-appealable government order prohibiting the    
consummation of the merger; or                                

-- if the Bowlin stockholders fail to approve the merger, unless the
     failure is caused by that party's failure to perform any obligation
under that agreement;                                         

  - by Bowlin if the average closing share price of Lamar stock for the 30
  trading days ending on the last trading day immediately prior to the
closing of the merger is below $40.00.                            

TERMINATION FEES AND EXPENSES                                                   

Payment of Termination Fee                                                  

Bowlin has agreed to pay Lamar a termination fee of $580,000 if either
party terminates the merger agreement because Bowlin's stockholders have failed 
to adopt the merger agreement.                                                  

Payment of Expenses                                                         

   If the merger is consummated, Lamar will pay up to $1,250,000 of Bowlin's
merger-related fees and expenses and Bowlin Travel will assume any merger costs 
incurred by Bowlin in excess of $1,250,000. If the merger is not consummated,   
Lamar and Bowlin will each pay its own merger-related fees and expenses.        

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AMENDMENTS AND WAIVERS                                                          

    Generally, Lamar and Bowlin may amend or waive any provision of the merger
agreement before the effective time of the merger. However, if a material       
condition is waived, Lamar will amend the registration statement of which this  
proxy statement/prospectus forms a part, and Bowlin will resolicit proxies for  
the adoption of the merger agreement. In addition, after Bowlin stockholders    
have approved the merger, their further approval would be required to modify the
amount or type of consideration that they will receive in the merger, to alter  
the charter of the surviving corporation or to otherwise alter the merger       
agreement in a manner materially adverse to them.                               

APPRAISAL OR DISSENTERS' RIGHTS                                                 

Under Nevada law, Bowlin stockholders are not entitled to appraisal or
dissenters' rights in connection with the merger because:                       

- Bowlin stock was, as of the record date for the special meeting,    
     designated and reported for trading on the American Stock Exchange; and

    - Bowlin stock will be converted into shares of Lamar stock, which will be
designated and reported for trading on the Nasdaq National Market.

NASDAQ LISTING OF LAMAR STOCK                                                   

    Lamar has agreed to file a listing notification with Nasdaq concerning the
Lamar stock to be issued to Bowlin stockholders in the merger.                  

DELISTING OF BOWLIN STOCK                                                       

 If the merger is completed, Bowlin stock will cease to be quoted on the
American Stock Exchange.                                                        

NO LISTING OF BOWLIN TRAVEL STOCK                                               

    Bowlin Travel does not intend to apply for the listing of its stock on any
securities exchange.                                                            

RESALES OF LAMAR STOCK BY BOWLIN AFFILIATES                                     

    Bowlin stockholders may freely transfer the shares of Lamar stock received
in the merger, unless they are individuals and entities who are deemed to be    
"affiliates" of Bowlin before the merger or affiliates of Lamar after the       
merger. Persons who may be deemed to be affiliates of Bowlin or Lamar include   
individuals or entities that control, are controlled by, or are under common    
control with Bowlin or Lamar and may include executive officers and directors as
well as principal stockholders. These affiliates or their brokers may be        
characterized as "underwriters" when they sell shares of Lamar stock received in
the merger. The United States securities laws require registration of shares    
sold by underwriters. An affiliate and its broker can avoid being characterized 
as an underwriter and, therefore, avoid the Securities Act registration         
requirements by selling shares in compliance with Rule 145 or Rule 144 under the
Securities Act. Rule 145 covers sales by Bowlin affiliates, and Rule 144 covers 
sales by Lamar affiliates. Each rule limits the number of shares an affiliate   
can sell in a particular period of time. The merger agreement requires Bowlin to
use its best efforts to cause each of its affiliates to execute and deliver to  
Lamar a written agreement to the effect that the affiliate will not offer or    
sell or otherwise dispose of Lamar stock issued to the affiliate in the merger  
in violation of the Securities Act or the related rules and regulations adopted 
by the SEC. The receipt of these "affiliate letters" is a condition to Lamar's  
obligation to close the merger.                                                 

This proxy statement/prospectus does not cover resales of Lamar stock 
received by any person who may be deemed to be an affiliate of Bowlin and/or    
Lamar.                                                                          

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REGULATORY MATTERS                                                              

   Under the Hart-Scott-Rodino Antitrust Improvements Act and related rules,
this merger may not be completed unless information and materials about the     
companies and the merger are furnished to the Antitrust Division of the         
Department of Justice and the Federal Trade Commission and the appropriate      
waiting period requirements have been satisfied. Lamar and Bowlin have made the 
required filings with both agencies and the required waiting period has expired.
At any time before or after the completion of the merger, however, the          
Department of Justice, the Federal Trade Commission or others could take action 
under the antitrust laws, including seeking to prevent the merger, to rescind   
the merger or to conditionally approve the merger upon the divestiture of       
substantial assets of Lamar or Bowlin. Lamar and Bowlin cannot guarantee that a 
challenge to the merger on antitrust grounds will not be made or, if a challenge
is made, that it would not be successful.                                       

Lamar and Bowlin are not aware of any other material governmental or  
regulatory requirements that must be complied with regarding the merger, other  
than federal securities laws and the filing of documents describing principal   
terms of the merger agreement with the secretary of state of Nevada.            

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STOCK OWNERSHIP 

OWNERSHIP OF LAMAR STOCK                                                        

The following table sets forth certain information with respect to the
beneficial ownership of Lamar stock as of October 31, 2000:                     

 - each person, or group of affiliated persons, who is known by Lamar to
beneficially own more than 5% of the common stock;                

- each of its directors;                                              

- each of its named executive officers; and                           

- all of its directors and current executive officers as a group.     

    Except as otherwise noted, the persons or entities in this table have sole
voting and investing power with respect to all shares of Lamar stock            
beneficially owned by them.                                                     

    The "Percent of Class" column below is based on 75,392,608 shares of Lamar
stock outstanding as of October 31, 2000. For purposes of the table below, Lamar
deems shares of Lamar stock subject to options that are currently exercisable or
exercisable within 60 days of October 31, 2000, to be outstanding and to be     
beneficially owned by the person holding the options for the purpose of         
computing the percentage ownership of the person, but does not treat them as    
outstanding for the purpose of computing the percentage ownership of any other  
person.                                                                         

   The following table and footnotes set forth certain information regarding
the beneficial ownership of Lamar stock as of October 31, 2000 by (i) persons   
known by Lamar to be beneficial owners of more than 5% of either class of common
stock, (ii) the Chief Executive Officer and each of the other executive officers
other than the Chief Executive Officer, (iii) each director and nominee for     
election as a director of Lamar and (iv) all current executive officers and     
directors of Lamar as a group:                                                  

                                                                [Download Table]

                                                                         PERCENT   
DIRECTORS, OFFICERS                          TITLE OF     NUMBER OF         OF     
AND 5% STOCKHOLDERS                           CLASS       SHARES(1)       CLASS    
-------------------                          --------     ----------     --------  
                                                                                   
Kevin P. Reilly, Jr. .......................  Class B(2)  17,000,000(3)   100.0%(4)
  c/o The Lamar Corporation                                                        
  5551 Corporate Blvd.                                                             
  Baton Rouge, LA 70808                                                            
Sean E. Reilly..............................  Class B(2)  17,000,000(3)   100.0%(4)
  c/o The Lamar Corporation                                                        
  5551 Corporate Blvd.                                                             
  Baton Rouge, LA 70808                                                            
Wendell Reilly..............................  Class B(2)  17,000,000(3)   100.0%(4)
  c/o The Lamar Corporation                                                        
  5551 Corporate Blvd.                                                             
  Baton Rouge, LA 70808                                                            
Clear Channel Communications, Inc. .........  Class A     26,227,273(5)    34.8%   
  1845 Woodall Rodgers Freeway                                                     
  Suite 1300                                                                       
  Dallas, TX 75201                                                                 
Putnam Investments, Inc. ...................  Class A      7,117,044(6)     9.4%   
  One Post Office Square                                                           
  Boston, MA 02109                                                                 

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                                                                [Download Table]

                                                                       PERCENT    
DIRECTORS, OFFICERS                          TITLE OF  NUMBER OF          OF      
AND 5% STOCKHOLDERS                           CLASS    SHARES(1)        CLASS     
-------------------                          --------  ----------      --------   
                                                                                  
Janus Capital Corporation...................  Class A   5,912,671(7)      7.8%    
  100 Fillmore Street                                                             
  Denver, CO 80206                                                                
Charles W. Lamar, III.......................  Class A   5,071,259(8)      6.7%    
  c/o The Lamar Corporation                                                       
  5551 Corporate Blvd.                                                            
  Baton Rouge, LA 70808                                                           
AMVESCAP PLC................................  Class A   4,478,394(9)      5.9%    
  11 Devonshire Square                                                            
  London ECZ2M 4YR                                                                
  England                                                                         
Gerald H. Marchand..........................  Class A     133,362(10)     *       
Keith A. Istre..............................  Class A      51,512(11)     *       
T. Everett Stewart, Jr. ....................  Class A      76,800(12)     *       
Stephen P. Mumblow..........................  Class A       5,000(13)     *       
John Marshall Hamilton......................  Class A       4,000(14)     *       
Thomas Reifenheiser.........................  Class A       4,000(14)     *       
All Directors and Executive Officers as a                                         
  Group (10 Persons)........................  Class A  22,345,933(15)    24.2%(16)

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

*  Less than 1%                                                             

 (1) The persons and entities named in the table have sole voting and investment
power with respect to all shares beneficially owned by them, except as
noted below.                                                          

(2) Upon the sale of any shares of Class B common stock to a person other than
to a permitted transferee, such shares will automatically convert into
    shares of Class A common stock. Permitted transferees include (i) Kevin P.
   Reilly, Sr.; (ii) a descendant of Kevin P. Reilly, Sr.; (iii) a spouse or
   surviving spouse (even if remarried) of any individual named or described
   in (i)or (ii) above; (iv) any estate, trust, guardianship, custodianship,
   curatorship or other fiduciary arrangement for the primary benefit of any
  one or more of the individuals named or described in (i), (ii) and (iii)
   above; and (v) any corporation, partnership, limited liability company or
other business organization controlled by and substantially all of the
     interests in which are owned, directly or indirectly, by any one or more of
 the individuals and entities named or described in (i), (ii), (iii) and
    (iv) above. Except for voting rights, the Class A and Class B common stock
    are substantially identical. The holders of Class A common stock and Class
    B common stock vote together as a single class (except as may otherwise be
required by Delaware law), with the holders of Class A common stock   
entitled to one vote per share and the holders of Class B common stock
 entitled to ten votes per share, on all matters on which the holders of
common stock are entitled to vote.                                    

(3) Consists of shares held by the RFLP, of which Kevin Reilly, the President 
and Chief Executive Officer of the Company, is the managing general   
   partner. Kevin Reilly's three siblings, Wendell S. Reilly, Sean E. Reilly
   and Anna Reilly Cullinan, are the other general partners of the RFLP. The
managing general partner has sole voting power over the shares but    
dispositions of the shares require the approval of 50% of the general 
partnership interests of the RFLP.                                    

(4) Represents 18.4% of the Class A common stock if all shares of Class B     
common stock are converted into Class A common stock.                 

(5) Clear Channel shares investment power over these shares with AMFM, Inc.,  
     AMFM Holdings, Inc., Capstar Broadcasting Partners, Inc. and AMFM Operating
Inc. Based on the Schedule 13D filed by Clear Channel with the SEC on 
September 6, 2000. Pursuant to the terms of a consent decree with     

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    the Department of Justice, neither Clear Channel nor any of its affiliates
   may exercise voting control with respect to these shares. The shares must
    be voted in the same proportion as the vote of all holders of voting stock
not held by Clear Channel.                                            

(6) Putnam Investments, Inc. ("PI") shares voting power as to 97,750 of these 
    shares with The Putnam Advisory Co., Inc. and shares investment power with
    Putnam Investment Management, Inc. and The Putnam Advisory Co., Inc. as to
    6,812,827 and 304,217 of these shares, respectively. Based on the Schedule
13G/A for the year ended December 31, 1999 filed by PI with the SEC.  

 (7) Based on the Schedule 13G/A filed with the SEC by Janus Capital Corporation
for the year ended December 31, 1999.                                 

(8) Includes (a) 200,000 shares of which Mr. Lamar may, on November 19, 2001, 
  put to a broker at $50.36 per share and the broker has the right to call
Mr. Lamar at $76.95 per share; (b) 425,000 shares that Mr. Lamar has  
   exchanged for units in exchange funds over which he retains voting power;
   (c) 1,289,967 shares held in trust for Mr. Lamar's two minor children who
reside with him, 250,000 shares of which the trusts may, on October 5,
   2001, put to a broker at $39.07 per share and the broker has the right to
call the trusts at $61.64 per share; Mr. Lamar disclaims beneficial   
     ownership to these shares (d) 80,000 shares that the trusts for Mr. Lamar's
two minor children who reside with him have exchanged for units in an 
exchange fund over which they retain voting power; Mr. Lamar disclaims
beneficial ownership to these shares; (e) 2,225,000 shares of held by 
     limited liability companies and a trust as to which Mr. Lamar is deemed the
   beneficial owner and (f) 30,750 shares owned by Mr. Lamar's spouse, as to
which Mr. Lamar disclaims beneficial ownership.                       

 (9) AMVESCAP PLC shares voting and investment power over these shares with AVZ,
  Inc., AIM Management Group, Inc., AMVESCAP Group Services, Inc., INVESCO
Inc., INVESCO Capital Management, Inc., INVESCO Management & Research,
    Inc., INVESCO Realty Advisers, Inc., INVESCO North America Holdings, Inc.,
    INVESCO Funds Group, Inc. and INVESCO (NY) Asset Management, Inc. Based on
   the Schedule 13G/A for the year ended December 31, 1999 filed by AMVESCAP
PLC with the SEC.                                                     

(10) Includes 16,000 shares of Class A common stock subject to stock options    
    exercisable within 60 days of October 31, 2000, and 51,282 shares owned by
 the Marchand Family Partnership of which Mr. Marchand is a partner. Mr.
 Marchand shares voting power over the partnership shares with his wife.

(11) Includes 50,200 shares of Class A common stock subject to stock options    
exercisable within 60 days of October 31, 2000.                       

(12) Includes 18,000 shares of Class A common stock subject to stock options    
exercisable within 60 days of October 31, 2000.                       

(13) Includes 4,000 shares of Class A common stock subject to stock options     
exercisable within 60 days of October 31, 2000.                       

(14) Subject to stock options exercisable within 60 days of October 31, 2000.   

(15) See Notes 2, 4, 6, 10, 12, 13 and 14.                                      

(16) Assumes the conversion of all shares of Class B common stock into shares of
Class A common stock.                                                 

OWNERSHIP OF BOWLIN STOCK                                                       

The following table sets forth information concerning the beneficial  
ownership of Bowlin stock as of October 31, 2000, by:                           

- each stockholder known by Bowlin to own beneficially more than five 
percent of the outstanding shares of Bowlin stock;                

- each director of Bowlin;                                            

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- each of its named executive officers; and                           

- all directors and current executive officers as a group.            

    Except as otherwise noted, the persons or entities in this table have sole
voting and investing power with respect to all shares of common stock           
beneficially owned by them.                                                     

The following table and footnotes set forth certain information as of 
October 31, 2000, concerning the beneficial ownership of shares of common stock 
of Bowlin by (i) all persons known by Bowlin to be the beneficial owners of more
than five percent of the outstanding shares of common stock; (ii) each Director 
and Director-Nominee of Bowlin; (iii) the executive officers of Bowlin; and (iv)
all Directors and executive officers of Bowlin as a group.                      

                                                        [Enlarge/Download Table]

                                                           AMOUNT AND NATURE OF     PERCENT 
NAME OF BENEFICIAL OWNER(1)                               BENEFICIAL OWNERSHIP(2)  OF CLASS 
---------------------------                               -----------------------  ---------
                                                                                            
Michael L. Bowlin(3)....................................         1,687,829           37.7%  
C. Christopher Bess(4)..................................           488,623           10.9%  
Nina J. Pratz...........................................           146,802            3.3%  
William J. McCabe.......................................           101,590            2.3%  
Michael Mons............................................            10,330            *     
Cynthia K. Biggers......................................             9,000            *     
Johnny Riley............................................            15,100            *     
Robert J. Beckett.......................................           135,646            3.0%  
Harold Van Tongeren(5)..................................            56,099            1.3%  
James A. Clark..........................................            37,000            *     
Jack Ayers..............................................             9,000            *     
Monica A. Bowlin(6).....................................         1,687,829           37.7%  
The Francis W. McClure and Evelyn Hope McClure Revocable                                    
  Trust.................................................           371,695            8.3%  
Wellington Management Company, LLP......................           228,000            5.1%  
All directors and executive officers as a group (10                                         
  persons)(3)(4)(5)(6)..................................         2,697,019           60.3%  

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

*  Less than 1.0%                                                             

All of the holders have an address at c/o Bowlin, 150 Louisiana NE,     
Albuquerque, NM, 87108.                                                 

(1) Unless otherwise noted and subject to community property laws, where        
applicable, the persons named in the table above have sole voting and   
investment power with respect to all shares of common stock as shown    
beneficially owned by them.                                             

(2) As of October 31, 2000, there were 4,475,348 shares of Bowlin stock         
  outstanding. The shares and percentages shown include the shares of common
   stock actually owned as of October 31, 2000, and the shares of common stock
   which the person had the right to acquire beneficial ownership within sixty
days of such date pursuant to options. All shares of common stock the   
   identified person had the right to acquire within sixty days of October 31,
   2000 upon the exercise of options are deemed outstanding when computing the
   percentage of the securities owned by such person, but are not deemed to be
  outstanding when computing the percentage of securities owned by any other
person.                                                                 

(3) Includes 425,687 shares held by Mr. Bowlin's wife and 171,332 shares held by
each of three daughters. Mr. Bowlin disclaims beneficial ownership of an
aggregate of 513,996 of such shares, which are held by three of his     
daughters.                                                              

(4) Includes 48,006 shares held by Mr. Bess' wife and 26,623 shares held by Mr. 
Bess' minor daughter.                                                   

(5) All of such 56,099 shares are held by Mr. Van Tongeren jointly with his     
wife.                                                                   

(6) Includes 747,930 shares held by Mrs. Bowlin's husband and 171,332 shares    
held by each of her three daughters. Mrs. Bowlin disclaims beneficial   
    ownership of an aggregate of 513,996 of such shares, which are held by three
of her daughters.                                                       

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COMPARISON OF RIGHTS OF LAMAR AND BOWLIN STOCKHOLDERS 

   Lamar is a Delaware corporation subject to the provisions of the Delaware
General Corporation Law or DGCL. Bowlin is a Nevada corporation subject to the  
provisions of the Nevada General Corporation Law or NRS. Upon completion of the 
merger, Bowlin stockholders, whose rights are governed by the Bowlin charter,   
bylaws and the NRS, will become stockholders of Lamar and the Lamar charter,    
by-laws and the DGCL will govern their rights.                                  

   The following description summarizes material differences that may affect
the rights of holders of Bowlin stock. This is not a complete statement of all  
those differences, or a complete description of the specific provisions referred
to in this summary. The identification of specific differences is not intended  
to indicate that other equally or more significant differences do not exist. For
additional information regarding the specific rights of holders of Lamar Class A
common stock, see the description of Lamar's Class A common stock incorporated  
by reference into this proxy statement/prospectus. You should read carefully the
relevant provisions of the DGCL and the NRS, the charter and by-laws of Lamar   
and the charter and bylaws of Bowlin, which are incorporated by reference into  
this proxy statement/prospectus.                                                

                                                        [Enlarge/Download Table]

                                  LAMAR STOCKHOLDER RIGHTS       BOWLIN STOCKHOLDER RIGHTS   
                                  ------------------------       -------------------------   
                                                                                             
CORPORATE GOVERNANCE.......... Delaware law and Lamar's        Nevada law and Bowlin's       
                               charter and by-laws govern the  charter and by-laws currently 
                               rights of Lamar stockholders.   govern the rights of Bowlin   
                               Upon completion of the merger,  stockholders. Upon completion 
                               the rights of Lamar             of the merger, the rights of  
                               stockholders will continue to   Bowlin stockholders when they 
                               be governed by Delaware law     become Lamar stockholders in  
                               and Lamar's charter and         the merger will be governed by
                               by-laws.                        Delaware law and Lamar's      
                                                               charter and by-laws.          
AUTHORIZED CAPITAL STOCK...... The authorized capital of       The authorized capital stock  
                               Lamar consists of 175,000,000   of Bowlin consists of         
                               shares of Class A common        100,000,000 shares of common  
                               stock, $.001 par value per      stock, $.001 par value per    
                               share, 37,500,000 shares of     share, and 10,000,000 shares  
                               Class B common stock, $.001     of preferred stock, $.001 par 
                               par value per share; 10,000     value per share.              
                               shares of Class A preferred                                   
                               stock, $638 par value per       With respect to Bowlin's      
                               share, and 1,000,000 shares of  preferred stock, the Bowlin   
                               undesignated preferred stock    board is authorized, without  
                               $.001 par value per share, of   stockholder approval, to issue
                               which 5,720 shares of Series    shares of preferred stock in  
                               AA Preferred Stock are          one or more series and to     
                               currently outstanding.          determine the preferences,    
                                                               voting powers, qualifications,
                               With respect to Lamar's         and special or relative rights
                               undesignated preferred stock,   or privileges of that series. 
                               the Lamar board is authorized,                                
                               without stockholder approval,                                 
                               to issue shares of preferred                                  
                               stock in one or more series                                   
                               and to determine the                                          
                               preferences, voting powers,                                   
                               qualifications, and special or                                
                               relative rights or privileges                                 
                               of that series.                                               

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                                  LAMAR STOCKHOLDER RIGHTS       BOWLIN STOCKHOLDER RIGHTS   
                                  ------------------------       -------------------------   
                                                                                             
DIVIDENDS..................... Dividends are payable on Lamar  Dividends are payable on      
                               stock only when, as and if      Bowlin stock as Bowlin's board
                               declared by Lamar's board of    of directors may from time to 
                               directors, out of funds         time declare. Under the NRS, a
                               legally available for           corporation may pay dividends 
                               distribution. Under the DGCL,   unless, after giving effect to
                               a corporation may pay           the proposed dividend, (i) the
                               dividends out of surplus or     corporation would not be able 
                               net profits for the current or  to pay its debts as they      
                               preceding fiscal year,          become due in the usual course
                               provided that the capital of    of business or (ii) the       
                               the corporation is not less     corporation's total assets    
                               than the aggregate liquidation  would be less than the sum of 
                               preference of the               its total liabilities plus the
                               corporation's outstanding       amount that would be needed,  
                               stock having a preference upon  if the corporation were to be 
                               distribution of assets.         dissolved at the time of      
                                                               distribution, to satisfy the  
                                                               preferential rights upon      
                                                               dissolution of stockholders   
                                                               whose preferential rights are 
                                                               superior to those receiving   
                                                               the distribution.             

LIQUIDATION RIGHTS............ Upon liquidation or             Subject to the rights of any  
                               dissolution, after payment has  preferred stock, upon         
                               been made to any holder of      liquidation, dissolution or   
                               preferred stock of the full     winding up of Bowlin, the     
                               amount to which they are        holders of Bowlin stock are   
                               entitled, the holders of Lamar  entitled to receive the net   
                               stock are entitled to share     assets of the corporation     
                               ratably according to the        available for distribution in 
                               number of shares of common      proportion to their interest  
                               stock held by them in all       therein.                      
                               remaining assets of the                                       
                               company available for                                         
                               distribution to its                                           
                               stockholders.                                                 

VOTING RIGHTS................. Stockholders of Lamar stock     Bowlin stockholders vote      
                               vote together as one class on   together as one class on all  
                               all matters on which common     matters that common           
                               stockholders generally are      stockholders are entitled to  
                               entitled to vote. The Lamar     vote. Holders of Bowlin stock 
                               stock that Bowlin stockholders  are entitled to one vote for  
                               will receive in the merger is   each share of stock held at   
                               Class A common stock. The       any meeting of stockholders.  
                               Class A common stock is                                       
                               entitled to one vote per                                      
                               share. Lamar also has Class B                                 
                               common stock. The Class B                                     
                               common stock is entitled to                                   
                               ten votes per share, but is                                   
                               otherwise identical to the                                    
                               Class A common stock. Holders                                 
                               of Series AA preferred stock                                  
                               are entitled to one vote per                                  
                               share and the holders of Class                                
                               A preferred stock have no                                     

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                                   LAMAR STOCKHOLDER RIGHTS       BOWLIN STOCKHOLDER RIGHTS   
                                   ------------------------       -------------------------   
                                                                                              
                                voting rights, except as                                      
                                provided by the DGCL.                                         

CUMULATIVE VOTING FOR ELECTION                                                                
  OF DIRECTORS................  Neither Lamar's charter nor     Neither Bowlin's charter nor  
                                its by-laws provide for         its by-laws provide for       
                                cumulative voting in the        cumulative voting in the      
                                election of directors, which    election of directors, which  
                                means that the holders of a     means that the holders of a   
                                majority of the shares voted    majority of the shares voted  
                                can elect all of the directors  can elect all of the directors
                                then outstanding for election.  then nominated for election.  

MEETINGS OF STOCKHOLDERS;                                                                     
  NOTICE......................  A special meeting of Lamar's    A special meeting of Bowlin's 
                                stockholders may be called      stockholders may be called    
                                only by the chief executive     only by the President, the    
                                officer or by a majority of     Chairman of the Board or by a 
                                the board of directors.         majority of the board of      
                                                                directors.                    
                                A written notice stating the                                  
                                date, time, place and purpose   A written notice stating the  
                                of the meeting shall be given   date, time, place and purpose 
                                not less than 10 nor more than  of the meeting shall be given 
                                60 days before the meeting to   not less than 10 nor more than
                                each stockholder entitled to    60 days before the date of the
                                vote at the meeting.            meeting to each stockholder   
                                                                entitled to vote at the       
                                                                meeting.                      

STOCKHOLDER ACTION BY WRITTEN                                                                 
  CONSENT.....................  Lamar's by-laws permit          Bowlin's charter and bylaws   
                                stockholders to act without a   permit stockholders to act    
                                meeting, prior notice or vote,  without a meeting, prior      
                                if they do so by written        notice or vote, if they do so 
                                consent.                        by written consent.           

STOCKHOLDER PROPOSALS.........  Lamar's by-laws provide that    Bowlin's by-laws provide that 
                                for a stockholder proposal to   the order of business at a    
                                be brought properly before an   meeting of stockholders may be
                                annual meeting, the             changed by the vote of the    
                                stockholder must notify Lamar   stockholders holding a        
                                of the proposal the earlier     majority of the shares present
                                of: (a) not less than 75 days   in person or by proxy at such 
                                before the anniversary date of  meeting and entitled to vote. 
                                the prior years' annual                                       
                                meeting; unless, there was no                                 
                                annual meeting in the prior                                   
                                year or if the date of the                                    
                                current annual meeting is more                                
                                than 30 days from the                                         
                                anniversary date of the prior                                 
                                year's annual meeting, in                                     
                                which case this provision does                                
                                not apply, or (b) 45 days                                     
                                prior to the current years'                                   
                                annual meeting.                                               

QUORUM FOR MEETING OF                                                                         
  STOCKHOLDERS................  The holders of one-third of     The holders of a majority of  
                                all outstanding stock entitled  all outstanding stock entitled
                                to vote                         to vote                       

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                                  LAMAR STOCKHOLDER RIGHTS       BOWLIN STOCKHOLDER RIGHTS   
                                  ------------------------       -------------------------   
                                                                                             
                               at a Lamar stockholder          at a Bowlin stockholder       
                               meeting, present in person or   meeting, present in person or 
                               represented by proxy,           represented by proxy,         
                               constitute a quorum for         constitute a quorum for       
                               transacting business at a       transacting business at a     
                               meeting.                        meeting.                      

STOCKHOLDER INSPECTION                                                                       
  RIGHTS...................... Under the DGCL, any             Under the NRS, any stockholder
                               stockholder has the right to    who has been a stockholder of 
                               inspect the company's stock     record for at least 6 months  
                               ledger, stockholder list, and   or is authorized in writing by
                               other books and records for a   holders of at least 5 percent 
                               purpose reasonably related to   of all outstanding shares has,
                               the person's interest as a      upon 5 days' written demand,  
                               stockholder.                    the right to inspect the      
                                                               company's stock ledger,       
                                                               stockholder list, and other   
                                                               books and records.            

NUMBER OF DIRECTORS........... Lamar currently has ten         Bowlin currently has seven    
                               directors. Lamar's by-laws      directors. Bowlin's by-laws   
                               provide that the board of       provide that the board of     
                               directors shall consist of at   directors shall be at least   
                               least one director. The number  five. The number of directors 
                               of directors is fixed by the    is fixed by the board and may 
                               board and may be enlarged at    be enlarged at any time by a  
                               any time by a vote of the       vote of the majority of       
                               majority of directors.          directors.                    

CLASSIFICATION OF BOARD OF                                                                   
  DIRECTORS................... Lamar does not have a           Bowlin's charter provides that
                               classified board, which means   the board of directors will   
                               that all members of Lamar's     consist of three classes, with
                               board of directors are up for   each class being as equal in  
                               re-election every year.         size as possible. Each class  
                                                               of directors is elected for a 
                                                               three-year term at alternating
                                                               annual meetings of the        
                                                               stockholders.                 

REMOVAL OF DIRECTORS.......... Under the DGCL, directors may   Bowlin's by-laws provide that 
                               be removed, with or without     directors may be removed only 
                               cause, by the holders of a      for cause and by the          
                               majority of the shares          affirmative vote of at least  
                               entitled to vote for the        66 2/3% of the outstanding    
                               election of directors. Under    stock of Bowlin. Bowlin's     
                               Lamar's by-laws, vacancies on   by-laws also provide that,    
                               the board may be filled by the  vacancies on the board        
                               board by a majority vote of     resulting from an increase in 
                               the directors then in office,   the number of directors may be
                               though less than a quorum, or   filled by a majority of the   
                               by the sole remaining           board, though less than a     
                               director.                       quorum, or by the sole        
                                                               remaining director. If there  
                                                               is a vacancy due to death,    
                                                               resignation or other causes   
                                                               and no directors remain in    
                                                               office, any officer or        
                                                               stockholder or an executor,   
                                                               administrator or trustee or   
                                                               guardian of a stockholder, may
                                                               call a special meeting of     

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                                  LAMAR STOCKHOLDER RIGHTS       BOWLIN STOCKHOLDER RIGHTS   
                                  ------------------------       -------------------------   
                                                                                             
                                                               stockholders to elect         
                                                               directors, may be filled only 
                                                               by the affirmative vote of a  
                                                               majority of the remaining     
                                                               directors then in office,     
                                                               though less than a quorum.    
LIMITATION ON PERSONAL                                                                       
  LIABILITY OF DIRECTORS AND                                                                 
  OFFICERS.................... Lamar's charter provides that   Bowlin's charter provides that
                               directors shall not be          directors shall not be        
                               personally liable to Lamar or   personally liable to Bowlin or
                               its stockholders for monetary   its stockholders for monetary 
                               damages for breaching their     damages for breaching their   
                               fiduciary duties except:        fiduciary duties except for:  

                               - breaches of their duty of     - acts or omissions which     
                                 loyalty to Lamar or its         involve intentional         
                                 stockholders;                   misconduct, fraud or knowing
                                                                 violation of law; and       
                               - acts or omissions not in                                    
                                 good faith or involving       - authorizing the payment of  
                                 intentional misconduct or a     dividends in violation of   
                                 knowing violation of law;       the NRS.                    

                               - unlawful payment of                                         
                                 dividends or unlawful                                       
                                 repurchases of stock; or                                    

                               - transactions from which the                                 
                                 directors derived improper                                  
                                 personal benefit.                                           

INDEMNIFICATION OF DIRECTORS                                                                 
  AND OFFICERS................ Delaware law permits and        Nevada law permits and        
                               Lamar's by-laws provide for,    Bowlin's charter provides for,
                               indemnification of directors    indemnification of directors, 
                               and officers for expenses,      officers, employees and agents
                               judgments or settlements        for expenses, judgments or    
                               actually and reasonably         settlements actually and      
                               incurred by them in legal       reasonably incurred by them in
                               proceedings if they acted in    legal proceedings if they     
                               good faith and in a manner      acted in good faith and in a  
                               they reasonably believed to be  manner they reasonably        
                               in Lamar's best interests.      believed to be in or not      
                                                               opposed to Bowlin's best      
                               Lamar's by-laws provide that    interests. Whether            
                               indemnification is a contract   indemnification is proper     
                               right for the benefit of the    shall be determined:          
                               directors, officers and other                                 
                               persons entitled to be          - by the stockholders;        
                               indemnified.                                                  
                                                               - by a majority vote of a     
                               The DGCL does not permit a        quorum of disinterested     
                               corporation to indemnify          directors; or               
                               persons against judgments in                                  
                               actions brought by or in the    - if a quorum of disinterested
                               right of the corporation.         directors so directs, by    

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                                  LAMAR STOCKHOLDER RIGHTS       BOWLIN STOCKHOLDER RIGHTS   
                                  ------------------------       -------------------------   
                                                                                             
                                                                 independent legal counsel in
                                                                 a written opinion.          

AMENDMENTS TO CHARTER......... Under the DGCL, a charter may   Under the NRS, a charter may  
                               be amended by the affirmative   be amended by the affirmative 
                               vote of a majority of the       vote of a majority of the     
                               outstanding stock and a         outstanding stock and a       
                               majority of the outstanding     majority of the outstanding   
                               shares of each class entitled   shares of each class entitled 
                               to vote as a class. Lamar's     to vote as a class. Bowlin's  
                               charter provides for            charter reserves the right to 
                               amendments to be made in the    amend any provision in its    
                               manner prescribed by Delaware   charter, but requires the     
                               law.                            affirmative vote of the       
                                                               holders of at least 66 2/3% of
                                                               the outstanding stock entitled
                                                               to vote to amend any provision
                                                               in a manner inconsistent with 
                                                               the charter.                  

AMENDMENTS TO BY-LAWS......... Lamar's by-laws may be altered  Bowlin's by-laws may be       
                               or repealed, and new by-laws    altered or repealed and new   
                               may be made by a majority of    by-laws may be made by the    
                               the board of directors.         affirmative vote of the       
                               Lamar's by-laws may also be     holders of a majority of the  
                               altered, amended or repealed,   outstanding stock entitled to 
                               and new by-laws may be          vote at meeting of            
                               adopted, by the stockholders    stockholders or by a majority 
                               at an annual or special         of the board of directors. The
                               meeting of stockholders. In     affirmative vote of 66 2/3% of
                               the case of a special meeting,  outstanding stock, however, is
                               a description of the            required to repeal, alter or  
                               alteration, amendment, repeal   amend the provisions relating 
                               or adoption must be included    to the nomination of          
                               in the notice of the special    directors, removal of         
                               meeting.                        directors and indemnification 
                                                               of directors.                 

ANTI-TAKEOVER PROVISIONS...... Section 203 of the DGCL         Bowlin's charter provides that
                               prohibits a Delaware            the affirmative vote of not   
                               corporation from engaging in a  less than 66 2/3% of the votes
                               "business combination" with a   entitled to be cast by the    
                               person owning 15% or more of    holders of all outstanding    
                               the corporation's voting stock  stock entitled to vote on the 
                               (an "interested stockholder")   election of directors,        
                               for three years following the   excluding shares held by the  
                               time that person became an      subject interested            
                               interested stockholder,         stockholder, must approve a   
                               unless:                         "business combination" with   
                                                               any person who (a) is or has  
                               - the board, before the time    announced or publicly         
                                 the person became an          disclosed a plan or intention 
                                 interested stockholder,       to become the beneficial owner
                                 approved either the business  of 10% or more of the voting  
                                 combination or the            stock of Bowlin or (b) is an  
                                 transaction that resulted in  affiliate or associate of     
                                 the person becoming an        Bowlin and at any time within 
                                 interested stockholder;       the two- year period          
                                                               immediately prior to the date 
                               - the person became an          in question, was a beneficial 
                                 interested stockholder and    owner of 10% of voting        
                                 85%                                                         

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   LAMAR STOCKHOLDER RIGHTS       BOWLIN STOCKHOLDER RIGHTS   
   ------------------------       -------------------------   
                                                              
  owner of the voting stock in  stock (an "interested         
  the transaction, excluding    stockholder"), unless:        
  shares owned by directors                                   
  and officers and shares       - the board approved either   
  owned by some employee stock    the business combination    
  plans; or                       specifically or as a        
                                  transaction which is within 
- the combination transaction     an approved category of     
  is approved by the board and    transactions (whether or not
  authorized by the               the interested stockholder  
  affirmative vote of at least    was an interested           
  two-thirds of the               stockholder at the time of  
  outstanding voting stock not    that approval) by a majority
  owned by the interested         of the directors of Bowlin  
  stockholder.                    who are not affiliated with 
                                  the interested stockholder  
A Delaware corporation can        ("independent directors");  
elect in its charter or           or                          
by-laws not to be governed by                                 
Section 203. Lamar has not      - all of the following are    
made that election.               met:                        

                                -- the aggregate amount of    
                                   cash and the fair market   
                                   value as of the date of the
                                   closing of the business    
                                   combination of             
                                   consideration other than   
                                   cash to be received by the 
                                   holders of the capital     
                                   stock in the business      
                                   combination shall be at    
                                   least equal to the highest 
                                   of (x) the highest per     
                                   share price paid by or on  
                                   behalf of the interested   
                                   stockholder for any share  
                                   of that class of stock of  
                                   Bowlin to be exchanged or  
                                   in the transaction in which
                                   the stockholder became an  
                                   interested stockholder and 
                                   (y) the fair market value  
                                   per share of that class of 
                                   stock to be exchanged on   
                                   the higher of the date the 
                                   first public announcement  
                                   of the business combination
                                   was made or the date of the
                                   transaction in which the   
                                   stockholder became an      
                                   interested stockholder;    

                                -- the consideration received 
                                   by holders of a particular 
                                   class of stock of Bowlin   
                                   shall be in the same form  
                                   as paid by the interested  
                                   stockholder for those      
                                   shares and if it varied as 

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LAMAR STOCKHOLDER RIGHTS       BOWLIN STOCKHOLDER RIGHTS   
------------------------       -------------------------   
                                                           
                                to form, either cash or the
                                form used to acquire the   
                                majority of the shares;    

                             -- after the date of the      
                                transaction in which the   
                                stockholder became an      
                                interested stockholder and 
                                prior to the closing the   
                                business combination there 
                                shall have been no failure 
                                to declare a dividend      
                                (except as approved by a   
                                majority of the independent
                                directors), no reduction in
                                the annual rate of         
                                dividends and no increase  
                                in the annual rate of      
                                dividends paid on the      
                                common stock and no        
                                increase in the ownership  
                                percentage of the          
                                interested stockholder;    

                             -- after the date of the      
                                transaction in which the   
                                stockholder became an      
                                interested stockholder, the
                                interested stockholder     
                                shall not have received the
                                benefit any financial      
                                assistance form Bowlin;    

                             -- a proxy or information     
                                statement describing the   
                                proposed business          
                                combination shall be mailed
                                to all stockholder of      
                                Bowlin at lease 30 days    
                                prior to the closing of the
                                business combination; and  

                             -- the interested stockholder 
                                shall not have made any    
                                major changes in Bowlin's  
                                business or equity capital 
                                structure without the      
                                approval of a majority of  
                                the independent directors. 

                             If the business combination   
                             does not involve the payment  
                             of consideration to holders of
                             Bowlin's outstanding capital  
                             stock, both conditions above  
                             must be met.                  

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                                  LAMAR STOCKHOLDER RIGHTS       BOWLIN STOCKHOLDER RIGHTS     
                                  ------------------------       -------------------------     
                                                                                               
STOCKHOLDER RIGHTS PLAN....... Lamar does not have a           Bowlin does not have a          
                               stockholders rights plan.       stockholders right plan.        
PROVISIONS RELATING TO SOME                                                                    
  BUSINESS COMBINATIONS....... The DGCL generally requires     The NRS generally requires      
                               that a merger and               that a merger or exchange be    
                               consolidation, or sale, lease   approved by the directors and   
                               or exchange of all or           by a majority of the            
                               substantially all of a          outstanding stock. A            
                               corporation's property and      corporation's charter may       
                               assets be approved by the       require a greater vote.         
                               directors and by a majority of  Bowlin's charter does not       
                               the outstanding stock. A        provide for a greater vote.     
                               corporation's charter may                                       
                               require a greater vote.         Under the NRS, a surviving      
                               Lamar's charter does not        corporation need not obtain     
                               provide for a greater vote.     stockholder approval for a      
                                                               merger if:                      
                               Under the DGCL, a surviving                                     
                               corporation need not obtain     - the articles of               
                               stockholder approval for a        incorporation of the surviving
                               merger if:                        corporation will not differ   
                                                                 from its articles before the  
                               - each share of the surviving     merger;                       
                                 corporation's stock                                           
                                 outstanding prior to the      - each share of the surviving   
                                 merger remains outstanding      corporation's stock           
                                 in identical form after the     outstanding prior to the      
                                 merger;                         merger remains outstanding    
                                                                 in identical form after the   
                               - the merger agreement does       merger;                       
                                 not amend the charter of the                                  
                                 surviving corporation; and    - the number of voting shares   
                                                                 outstanding immediately       
                               - either no shares of common      after the merger, plus the    
                                 stock of the surviving          number of voting shares       
                                 corporation are to be issued    issued as a result of the     
                                 or delivered in the merger      merger, either by conversion  
                                 or, if common stock will be     of securities issued          
                                 issued or delivered, it will    pursuant to the merger or     
                                 not increase the number of      the exercise of rights and    
                                 shares of common stock          warrants issued pursuant to   
                                 outstanding prior to the        the merger, will not exceed   
                                 merger by more than 20%.        by more than 20 per cent the  
                                                                 total number o voting shares  
                                                                 of the surviving corporation  
                                                                 outstanding immediately       
                                                                 before the merger; and        

                                                               - the number of participating   
                                                                 shares outstanding            
                                                                 immediately after the         
                                                                 merger, plus the numbers of   
                                                                 participating shares          
                                                                 issuable as a result of the   
                                                                 merger, either by the         
                                                                 conversion of securities      
                                                                 issue pursuant to the merger  
                                                                 or the exercise of rights     
                                                                 and warrants                  

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                                  LAMAR STOCKHOLDER RIGHTS       BOWLIN STOCKHOLDER RIGHTS   
                                  ------------------------       -------------------------   
                                                                                             
                                                                 issued pursuant to the      
                                                                 merger, will not exceed by  
                                                                 more than 20 percent the    
                                                                 total number of             
                                                                 participating shares        
                                                                 outstanding immediately     
                                                                 before the merger.          
APPRAISAL OR DISSENTERS'                                                                     
  RIGHTS...................... Under Delaware law, the right   Under Nevada law, the right of
                               of dissenting stockholders to   dissenting stockholders to    
                               obtain the fair value for       obtain the fair value for     
                               their shares is available in    their shares is available in  
                               connection with some mergers    connection with some mergers  
                               or consolidations. Unless       or consolidations. Unless     
                               otherwise provided in the       otherwise provided in the     
                               corporate charter, appraisal    corporate charter, appraisal  
                               rights are not available to     rights are not available to   
                               stockholders when the           stockholders when no vote of  
                               corporation will be the         its stockholders is required  
                               surviving corporation in a      to approve the merger. In     
                               merger and no vote of its       addition, no appraisal rights 
                               stockholders is required to     are available to holders of   
                               approve the merger. In          shares of any class of stock  
                               addition, no appraisal rights   which is either:              
                               are available to holders of                                   
                               shares of any class of stock    - listed on a national        
                               which is either:                  securities exchange or      
                                                                 included in the national    
                               - listed on a national            market system by the NASD,  
                                 securities exchange or          or                          
                                 designated as a national                                    
                                 market system security on an  - held of record by more than 
                                 interdealer quotation system    2,000 stockholders,         
                                 by the NASD, or                                             
                                                               unless those stockholders are 
                               - held of record by more than   required by the terms of the  
                                 2,000 stockholders,           merger to accept anything     
                                                               other than (1) shares of stock
                               unless those stockholders are   of the surviving corporation, 
                               required by the terms of the    (2) shares of stock of another
                               merger to accept anything       corporation which, on the     
                               other than (1) shares of stock  effective date of the merger  
                               of the surviving corporation,   or consolidation, are of the  
                               (2) shares of stock of another  kind described above, (3)     
                               corporation which, on the       cash, owners' interests or    
                               effective date of the merger    owners' interests and cash in 
                               or consolidation, are of the    lieu of fractional shares of  
                               kind described above, (3) cash  stock, or (4) any combination 
                               instead of fractional shares    of the consideration set forth
                               of stock, or (4) any            in (1) through (3). Since     
                               combination of the              Bowlin's stock is listed on   
                               consideration set forth in (1)  the American Stock Exchange   
                               through (3).                    and stockholders will receive 
                                                               shares of Lamar common stock  
                                                               in the merger, Bowlin         
                                                               stockholders are not entitled 
                                                               to appraisal rights.          

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LEGAL MATTERS 

  Palmer & Dodge LLP, Boston, Massachusetts, counsel to Lamar Advertising,
will give Lamar Advertising an opinion on the validity of the securities offered
by this proxy statement/prospectus.                                             

EXPERTS 

The consolidated financial statements of Lamar Advertising Company and
subsidiaries as of December 31, 1999 and 1998 and for each of the years in the  
three-year period ended December 31, 1999, incorporated by reference into this  
proxy statement/prospectus and registration statement have been incorporated by 
reference herein and in the registration statement in reliance upon the report  
of KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of such firm as experts in accounting and        
auditing. The report of KPMG LLP covering the December 31, 1999 financial       
statements refers to a change in the method of accounting for the costs of      
start-up activities.                                                            

   The consolidated balance sheet of Chancellor Media Outdoor Corporation as
of December 31, 1998 and the consolidated statements of operations, equity and  
cash flows for the period from July 22, 1998 to December 31, 1998, the          
statements of income, divisional equity and cash flows of The Outdoor Division  
of Whiteco Industries, Inc. for the eleven months ended November 30, 1998, the  
statements of operations, partners' capital and cash flows of Martin Media, L.P.
for the seven months ended July 31, 1998, and the statements of operations,     
retained earnings and cash flows of Martin & MacFarlane, Inc. for the seven     
months ended July 31, 1998, incorporated in this registration statement by      
reference to the Current Report on Form 8-K of Lamar Advertising Company dated  
July 6, 1999 have been so incorporated in reliance upon the reports of          
PricewaterhouseCoopers LLP, independent accountants, given on the authority of  
said firm as experts in auditing and accounting.                                

 The financial statements of the Outdoor Advertising Division of Whiteco
Industries, Inc., incorporated by reference in this proxy statement/prospectus  
have been audited by BDO Seidman, LLP, independent certified public accountants,
to the extent and for the periods set forth in their report incorporated herein 
by reference, and are incorporated herein in reliance upon such report given the
authority of said firm as experts in auditing and accounting.                   

     The balance sheets of Martin Media as of December 31, 1997 and 1996 and the
related statements of operations, partners' capital (deficit) and cash flows for
each of the years ended December 31, 1997, 1996, and 1995 and the balance sheets
of Martin & MacFarlane, Inc. as of December 31, 1997 and 1996 and the related   
statements of income, retained earnings and cash flows for each of the years    
ended December 31, 1997 and 1996 and the six-month period ended December 31,    
1995, all of which have been incorporated by reference in this proxy            
statement/prospectus and in the registration statement, have been audited by    
Arthur Andersen LLP, independent public accountants, as indicated in their      
reports with respect thereto, and are included herein in reliance upon the      
authority of said firm as experts in accounting and auditing.                   

    The balance sheet of Martin & MacFarlane, Inc. as of June 30, 1995 and the
related statements of income, retained earnings and cash flows of Martin &      
MacFarlane, Inc. for the year ended June 30, 1995, all of which have been       
incorporated by reference in this prospectus and in the registration statement  
have been incorporated by reference herein and in the registration statement in 
reliance upon the report of Barbich Longcrier Hooper & King, Accounting         
Corporation, independent certified public accountants, incorporated by reference
herein, and upon the authority of such firm as experts in accounting and        
auditing.                                                                       

 The consolidated financial statements of Bowlin Outdoor Advertising and
Travel Centers Incorporated as of January 31, 2000 and 1999, and for each of the
years in the three-year period ended January 31, 2000, have been included in    
this proxy statement/prospectus and registration statement in reliance upon the 
report of KPMG LLP, independent certified public accountants, appearing         
elsewhere herein, and upon the authority of such firm as experts in accounting  
and auditing.                                                                   

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FUTURE BOWLIN STOCKHOLDER PROPOSALS 

     If the stockholders of Bowlin do not approve the merger agreement or if the
merger is not consummated, Bowlin anticipates holding its next annual meeting of
stockholders as soon as practicable following the special meeting. Stockholder  
proposals to be presented at that meeting should be submitted by December 31,   
2000, in order to be considered for inclusion in the proxy materials for that   
meeting.                                                                        

OTHER MATTERS 

Bowlin has separated its travel centers business from its outdoor     
advertising business. Bowlin contributed its existing travel center business to 
Bowlin Travel Centers, Inc., a newly formed subsidiary. Prior to consummation of
the merger, Bowlin intends to distribute all of the capital stock of Bowlin     
Travel held by Bowlin to the Bowlin stockholders on a pro rata basis.           
Accordingly, each holder of Bowlin's common stock as of the record date would   
receive one share of the common stock of Bowlin Travel for each share of the    
common stock of Bowlin they own on that date. The record date for the           
distribution has not yet been determined. This spin-off must occur prior to the 
merger of Bowlin with Lamar. It is anticipated that the stock of Bowlin Travel  
will be distributed to stockholders of Bowlin immediately prior to the closing  
of the merger with Lamar.                                                       

Neither Lamar nor Bowlin presently intends to bring before the Bowlin 
special meeting any matters other than those specified in the notice and        
accompanying this proxy statement/prospectus, and neither Lamar nor Bowlin has  
any knowledge of any other matters that may be brought up by other persons.     
However, if any other matters come before the Bowlin special meeting or any     
adjournments of the meeting, the persons named in the enclosed proxy, including 
any substitutes, will use their best judgment to vote the proxies.              

WHERE YOU CAN FIND MORE INFORMATION 

 Bowlin and Lamar each file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any        
document that Bowlin and Lamar files at the SEC's public reference rooms at 450 
Fifth Street, N.W., Washington, D.C. 20549, and in New York, New York and       
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Bowlin's and Lamar's SEC filings are also        
available on the SEC's Website at "http://www.sec.gov." Copies of Lamar's       
materials can also be inspected and copied at the office of the Nasdaq National 
Market, 1735 K Street, N.W., Washington, D.C. 20006-1500.                       

   The SEC allows Lamar and Bowlin to "incorporate by reference" information
from other documents that it files with them, which means that Lamar and Bowlin 
can disclose important information by referring to those documents. The         
information incorporated by reference is considered to be part of this          
prospectus, and information that Lamar and Bowlin file later with the SEC will  
automatically update and supersede this information. Lamar and Bowlin each      
incorporate by reference the documents listed below. Lamar incorporates by      
reference any future filings it makes with the SEC under Sections 13(a), 13(c), 
14 or 15(d) of the Securities Exchange Act of 1934 prior to the sale of all the 
shares covered by this proxy statement/prospectus. Bowlin has also included or  
enclosed with this proxy statement/prospectus its Annual Report on Form 10-K and
10-K/A for the fiscal year ended January 31, 2000.                              

     - Annual Report on Form 10-K of Lamar for the year ended December 31, 1999;

    - Quarterly Reports on Form 10-Q of Lamar for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000;                       

    - Current Reports on Form 8-K of Lamar filed with the SEC on July 7, 1999,
   November 23, 1999, February 9, 2000, August 31, 2000 and September 6,
2000; and                                                         

     - The description of the Class A common stock contained in the Registration
   Statement on Form 8-A/A of Lamar filed with the SEC on July 27, 1999.

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     - Annual Report on Form 10-K and 10-K/A of Bowlin for the fiscal year ended
January 31, 2000 (attached as Annex D);                           

     - Quarterly Reports on Form 10-Q of Bowlin for the quarters ended April 30,
2000 and July 31, 2000; and                                       

   - Current Reports on Form 8-K of Bowlin filed with the SEC on October 17,
2000 and October 30, 2000.                                        

You may request a copy of these filings, at no cost, by writing or    
telephoning using the following contact information:                            

So that you will receive requested documents in time to vote, we urge 
Bowlin stockholders to make any request by January 12, 2001, 5 business days    
prior to the Bowlin Special Meeting.                                            

                                                                [Download Table]
                                                             
  Shareholder Services                Investor Relations     
Lamar Advertising Company        Bowlin Outdoor Advertising &
5551 Corporate Boulevard                    Travel           
  Baton Rouge, LA 70808              Centers Incorporated    
     (225) 926-1000                    150 Louisiana NE      
                                     Albuquerque, NM 87018   
                                        (505) 266-5985       

You should rely only on the information contained or incorporated by  
reference in this proxy statement/prospectus. Lamar and Bowlin have not         
authorized anyone to provide information different from that contained or       
incorporated by reference in this proxy statement/prospectus. Neither the       
delivery of this proxy statement/prospectus nor the sale of the Class A common  
stock offered by this proxy statement/ prospectus means that information        
contained or incorporated by reference in this proxy statement/ prospectus from 
previous filings by Lamar Advertising and Bowlin are correct after the date of  
this proxy statement/prospectus. This proxy statement/prospectus is not an offer
to sell or solicitation of an offer to buy Class A common stock offered by this 
proxy statement/prospectus in any circumstance under which the offer or         
solicitation is unlawful.                                                       

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INDEX TO FINANCIAL STATEMENTS 

BOWLIN OUTDOOR ADVERTISING AND TRAVEL CENTERS INCORPORATED
FINANCIAL STATEMENTS

     The following financial statements are a part of this report and filed as a
part thereof:                                                                   

- Balance Sheets as of January 31, 2000 and as of July 31, 2000;      

     - Statements of Income for the three-month and six-month periods ended July
31, 2000 and July 31, 1999;                                       

  - Statements of Cash Flows for the six-month periods ended July 31, 2000
and July 31, 1999; and                                            

- Notes to Financial Statements.                                      

(Information as of July 31, 2000 and for the three and six-month periods ended  
July 31, 2000 and 1999 is unaudited)                                            

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BOWLIN CONSOLIDATED FINANCIAL STATEMENTS

BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS 

                                                        [Enlarge/Download Table]

                                                              JULY 31, 2000      JANUARY 31, 2000
                                                              -------------      ----------------
                                                               (UNAUDITED)                       
                                                               (IN THOUSANDS, EXCEPT SHARE DATA) 
                                                                                                 
                                             ASSETS                                              
Current assets:                                                                                  
  Cash and cash equivalents.................................     $ 3,136             $ 1,559     
  Accounts receivable, Outdoor Advertising, net.............         678                 595     
  Accounts receivable, other................................         259                 559     
  Accounts receivable, related parties......................         123                 122     
  Inventories...............................................       3,448               3,534     
  Prepaid expenses and other current assets.................         946                 693     
  Income taxes..............................................         174                 849     
  Notes receivable, related parties.........................          14                  14     
                                                                 -------             -------     
     Total current assets...................................       8,778               7,925     
Property & equipment, net...................................      30,289              30,556     
Intangible assets, net......................................       1,869               2,024     
Other assets................................................         424                 276     
                                                                 -------             -------     
          Total assets......................................     $41,360             $40,781     
                                                                 =======             =======     

                              LIABILITIES AND STOCKHOLDERS' EQUITY                               

Current liabilities:                                                                             
  Short-term borrowings, bank...............................     $   907             $   242     
  Accounts payable..........................................       1,381               1,417     
  Current installments of long-term debt....................       1,568               1,503     
  Accrued liabilities.......................................         624                 455     
  Deferred income...........................................         233                 142     
                                                                 -------             -------     
     Total current liabilities..............................       4,713               3,759     
  Deferred income taxes.....................................         972                 898     
  Long-term debt, less current installments.................      20,074              20,886     
                                                                 -------             -------     
     Total liabilities......................................      25,759              25,543     
Stockholders' equity:                                                                            
  Common stock, $.001 par value; authorized 100,000,000                                          
     shares; issued and outstanding 4,389,098 and 4,384,848                                      
     shares.................................................           4                   4     
  Additional paid-in capital................................      11,621              11,604     
     Retained earnings......................................       3,976               3,630     
                                                                 -------             -------     
          Total stockholders' equity........................      15,601              15,238     
                                                                 -------             -------     
          Total liabilities and stockholders' equity........     $41,360             $40,781     
                                                                 =======             =======     

See accompanying notes to consolidated financial statements.

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BOWLIN CONSOLIDATED STATEMENTS OF INCOME

                                                        [Enlarge/Download Table]

                                                THREE MONTHS ENDED         SIX MONTHS ENDED     
                                              -----------------------   ----------------------- 
                                               JULY 31,     JULY 31,     JULY 31,     JULY 31,  
                                                 2000         1999         2000         1999    
                                              ----------   ----------   ----------   ---------- 
                                                                 (UNAUDITED)                    
                                               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)  
                                                                                                
Gross sales.................................. $   10,192   $    9,861   $   19,014   $   17,908 
Less discounts on sales......................        110          102          201          181 
                                              ----------   ----------   ----------   ---------- 
  Net sales..................................     10,082        9,759       18,813       17,727 
Costs of goods sold..........................      6,363        6,174       12,138       11,188 
                                              ----------   ----------   ----------   ---------- 
  Gross profit...............................      3,719        3,585        6,675        6,539 
General and administrative expenses..........     (1,995)      (2,033)      (3,862)      (3,953)
Depreciation and amortization................       (682)        (631)      (1,353)      (1,201)
                                              ----------   ----------   ----------   ---------- 
  Operating income...........................      1,042          921        1,460        1,385 
Non-operating income (expense):                                                                 
  Interest income............................         36           26           57           49 
  Gain from insurance proceeds...............         --          227           --          227 
  Gain on sale of property and equipment.....         37           10          131           15 
  Interest expense...........................       (560)        (479)      (1,076)        (909)
                                              ----------   ----------   ----------   ---------- 
          Total non-operating income                                                            
            (expense)........................       (487)        (216)        (888)        (618)
Income before income taxes...................        555          705          572          767 
                                              ----------   ----------   ----------   ---------- 
Income taxes.................................        212          273          226          300 
                                              ----------   ----------   ----------   ---------- 
          Net income......................... $      343   $      432   $      346   $      467 
                                              ==========   ==========   ==========   ========== 
Weighted average common shares...............  4,385,941    4,384,848    4,385,397    4,384,848 
Weighted average common and potential                                                           
  dilutive common shares.....................  4,457,647    4,384,848    4,445,604    4,384,848 
Earnings per share                                                                              
  Basic...................................... $     0.08   $     0.10   $     0.08   $     0.11 
                                              ==========   ==========   ==========   ========== 
  Diluted.................................... $     0.08   $     0.10   $     0.08   $     0.11 
                                              ==========   ==========   ==========   ========== 

See accompanying notes to consolidated financial statements.

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BOWLIN CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY 

                                                        [Enlarge/Download Table]

                                                    FOR THE SIX MONTHS ENDED JULY 31, 2000           
                                          -----------------------------------------------------------
                                                                      ADDITIONAL                     
                                           NUMBER        COMMON        PAID-IN     RETAINED          
                                          OF SHARES   STOCK, AT PAR    CAPITAL     EARNINGS    TOTAL 
                                          ---------   -------------   ----------   --------   -------
                                                                  (UNAUDITED)                        
                                                       (IN THOUSANDS, EXCEPT SHARE DATA)             
                                                                                                     
Balance at January 31, 2000.............. 4,384,848        $4          $11,604      $3,630    $15,238
                                          ---------        --          -------      ------    -------
Stock option exercises...................     4,250                         17                     17
Net income...............................                                              346        346
                                          ---------        --          -------      ------    -------
Balance at July 31, 2000................. 4,389,098        $4          $11,621      $3,976    $15,601
                                          ---------        --          -------      ------    -------

See accompanying notes to consolidated financial statements.

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BOWLIN CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                [Download Table]

                                                             FOR THE SIX MONTHS 
                                                                    ENDED       
                                                             -------------------
                                                             JULY 31,   JULY 31,
                                                               2000       1999  
                                                             --------   --------
                                                                 (UNAUDITED)    
                                                               (IN THOUSANDS)   
                                                                                
Cash flows from operating activities:                                           
  Net income................................................ $   346    $   467 
  Adjustments to reconcile net income to net cash provided                      
     by operating activities:                                                   
     Depreciation and amortization..........................   1,353      1,201 
     Amortization of loan fees..............................      89         78 
     Provision for bad debts................................      57         18 
     Gain from insurance proceeds...........................      --       (227)
     Gain on sales of property and equipment................    (131)       (15)
     Deferred income taxes..................................      74        187 
     Imputed interest.......................................       5          6 
     Changes in operating assets and liabilities, net.......     902        731 
                                                             -------    ------- 
          Net cash provided by operating activities.........   2,695      2,446 
Cash flows from investing activities:                                           
  Proceeds from sale of assets..............................     202         31 
  Business acquisitions.....................................      --     (1,516)
  Purchases of property and equipment, net..................  (1,257)    (2,814)
  Proceeds from insurance...................................      --        599 
  Capital received from partnership.........................      --         15 
  Proceeds from notes receivable, net.......................       7          2 
                                                             -------    ------- 
          Net cash used in investing activities.............  (1,048)    (3,683)
Cash flows from financing activities:                                           
  Short-term borrowings, bank, net..........................     665        569 
  Borrowings on long-term debt..............................      48      1,750 
  Payments on long-term debt................................    (800)      (652)
  Proceeds from stock option exercises......................      17         -- 
                                                             -------    ------- 
          Net cash (used in) provided by financing                              
           activities.......................................     (70)     1,667 
Net increase in cash and cash equivalents...................   1,577        430 
Cash and cash equivalents at beginning of period............   1,559      2,199 
                                                             -------    ------- 
Cash and cash equivalents at end of period.................. $ 3,136    $ 2,629 
                                                             =======    ======= 
Supplemental disclosure of cash flow information:                               
  Sale of property and equipment in exchange for note                           
     receivable............................................. $   166    $    -- 
                                                             =======    ======= 
  Acquisitions:                                                                 
     Fair value of assets acquired and liabilities assumed                      
      at the date of the acquisitions were as follows:                          
       Prepaid expenses..................................... $    --    $     3 
       Billboards...........................................      --      1,463 
       Covenants not to compete.............................      --         50 
                                                             =======    ======= 

See accompanying notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) 

     1. The consolidated financial statements for the three and six months ended
July 31, 2000 and 1999 are unaudited and reflect all adjustments (consisting    
only of normal recurring adjustments) which are, in the opinion of management,  
necessary for a fair presentation of the financial position and operating       
results for the interim periods. The consolidated financial statements should be
read in conjunction with the consolidated financial statements and notes,       
together with management's discussion and analysis of financial condition and   
results of operations, contained in Bowlin's annual report on Form 10-K for the 
fiscal year ended January 31, 2000. Results of operations for interim periods   
are not necessarily indicative of results that may be expected for the year as a
whole.                                                                          

   2. In May 2000, Bowlin sold certain assets, including land and equipment,
to a third party for $25,000 cash and a note receivable for $400,000. The note  
receivable has a stated rate of interest of 8 percent and is payable in annual  
installments of $37,500 through 2004 with the balance due in 2005. The assets   
sold had a carrying value of $170,258 and the costs incurred to sell the assets 
was $6,043. The gain on the sale of the property was $248,699, of which $14,625 
was recognized initially and $234,074 was deferred and will be recognized into  
income using the installment method as payments are received. The deferred gain 
is reflected as a reduction to the note receivable in the accompanying balance  
sheet.                                                                          

3. Earnings per Share. The following table is a reconciliation of the 
numerators and denominators of the basic and diluted per share computations for 
income from continuing operations.                                              

                                                        [Enlarge/Download Table]

                                                            THREE MONTHS ENDED JULY 31,                           
                                 ---------------------------------------------------------------------------------
                                                  2000                                      1999                  
                                 ---------------------------------------   ---------------------------------------
                                   INCOME         SHARES       PER SHARE     INCOME         SHARES       PER SHARE
                                 (NUMERATOR)   (DENOMINATOR)    AMOUNT     (NUMERATOR)   (DENOMINATOR)    AMOUNT  
                                 -----------   -------------   ---------   -----------   -------------   ---------
                                                                                                                  
Basic EPS -- net income.........  $343,000       4,385,941       $0.08      $432,000       4,384,848       $0.10  
Effect of Dilutive Securities                                                                                     
  Stock options.................                    71,706                                        --              
                                  --------       ---------       -----      --------       ---------       -----  
Diluted EPS -- net income.......  $343,000       4,457,647       $0.08      $432,000       4,384,848       $0.10  
                                  ========       =========       =====      ========       =========       =====  

                                                        [Enlarge/Download Table]

                                                             SIX MONTHS ENDED JULY 31,                            
                                 ---------------------------------------------------------------------------------
                                                  2000                                      1999                  
                                 ---------------------------------------   ---------------------------------------
                                   INCOME         SHARES       PER SHARE     INCOME         SHARES       PER SHARE
                                 (NUMERATOR)   (DENOMINATOR)    AMOUNT     (NUMERATOR)   (DENOMINATOR)    AMOUNT  
                                 -----------   -------------   ---------   -----------   -------------   ---------
                                                                                                                  
Basic EPS -- net income.........  $346,000       4,385,397       $0.08      $467,000       4,384,848       $0.11  
Effect of Dilutive Securities                                                                                     
  Stock options.................                    60,207                                        --              
                                  --------       ---------       -----      --------       ---------       -----  
Diluted EPS -- net income.......  $346,000       4,445,604       $0.08      $467,000       4,384,848       $0.11  
                                  ========       =========       =====      ========       =========       =====  

4. Segment Information: Travel center operations, which represents 77 
percent of net sales of Bowlin, and outdoor advertising operations, which       
represents 23 percent of net sales, are Bowlin's reportable segments under SFAS 
No. 131, Disclosure about Segments of an Enterprise and Related Information. The
travel center segment provides for the retail sale of merchandise, food and     
gasoline to the traveling public while the outdoor advertising segment operates 
billboard advertising displays which are situated on interstate highways,       
primarily in the Southwestern United States. No single customer accounted for 10
percent of consolidated net sales in any period.                                

Effective February 1, 2000, Bowlin measures its segments' results of  
operations (segment profit) based on operating income less allocable interest   
expense. Accordingly, segment profit for all periods presented has been         
retroactively restated to conform to the new presentation. The accounting       
policies used to measure segment results of operations are the same as those    
described in note 1 to the consolidated financial statements included in Form   
10-K for the year ended January 31, 2000.                                       

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

     Summarized financial information concerning Bowlin's reportable segments as
of and for the respective periods ended July 31, are shown in the following     
table.                                                                          

                                                        [Enlarge/Download Table]

                                                        TRAVEL      OUTDOOR                        
                                                        CENTER    ADVERTISING   CORPORATE          
(IN THOUSANDS)                                        OPERATIONS  OPERATIONS   AND OTHER(1)  TOTAL 
--------------                                        ----------  -----------  ------------  ------
                                                                                                   
Three months ended July 31, Net sales(2)....... 2000   $ 7,877       2,205           --      10,082
                                                1999     7,761       1,998           --       9,759
Segment profit(3) (Income before income                                                            
  taxes)....................................... 2000   $   634          62         (141)        555
                                                1999       557          87           61         705
Six months ended July 31, Net sales(2)......... 2000   $14,552       4,261           --      18,813
                                                1999    13,891       3,836           --      17,727
Segment profit(3) (Income before income                                                            
  taxes)....................................... 2000   $   772          20         (220)        572
                                                1999       710         147          (90)        767

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

(1) Corporate and other results of operations include costs associated with     
certain members of executive management, the corporate accounting and   
  finance function and other typical administrative functions not considered
in assessing segment profit.                                            

(2) There were no inter-segment sales.                                          

(3) Management does not consider interest income, non-operating income and      
   expense amounts or income tax expense in the determination of the operating
performance of the reportable segments. However, the amount reported for
 corporate and other includes interest income and non-operating income and
 expense. The total segment profit agrees to income before income taxes in
the consolidated statements of income.                                  

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                                                                         ANNEX A

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

LAMAR ADVERTISING COMPANY,
LAMAR SOUTHWEST ACQUISITION CORPORATION,

ON THE ONE HAND,

AND 

BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED, 

ON THE OTHER

DATED OCTOBER 3, 2000 

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated October 3,
2000, is by and among Lamar Advertising Company, a Delaware corporation         
("Lamar"), and Lamar Southwest Acquisition Corporation, a Nevada corporation    
("NewCo"), on the one hand, and Bowlin Outdoor Advertising & Travel Centers     
Incorporated, a Nevada corporation ("Bowlin"), on the other. Capitalized terms  
not otherwise defined in this Agreement have the meanings ascribed to them in   
Article 8.                                                                      

BACKGROUND                                                                      

A. The respective Boards of Directors of Lamar, NewCo and Bowlin have 
approved the merger of NewCo with and into Bowlin (the "Merger") in accordance  
with Nevada law, whereby, among other things, all outstanding shares of Bowlin  
common stock, $.001 par value per share ("Bowlin Common Stock") will be         
converted into the right to receive a certain number of shares of Class A Common
Stock, par value $.001 per share, of Lamar ("Lamar Common Stock") in the manner 
set forth in Article 2 of this Agreement.                                       

     B. Prior to the Merger, Bowlin and its subsidiary, Bowlin Travel Centers, a
Nevada corporation ("Bowlin Travel"), will enter into a Contribution Agreement  
in the form of Exhibit A (the "Contribution Agreement") pursuant to which Bowlin
will contribute to Bowlin Travel certain specified assets and liabilities used  
or usable by, or incurred in connection with, its travel centers line of        
business.                                                                       

  C. Immediately prior to the Merger, Bowlin will distribute the shares of
Bowlin Travel to the holders of Bowlin Common Stock (the "Spin-Off") in         
accordance with their respective interests.                                     

D. The respective Boards of Directors of Bowlin, Lamar and NewCo have 
determined that the Merger is in furtherance of their respective long-term      
business interests, and is fair to and in the best interests of their respective
stockholders.                                                                   

AGREEMENT                                                                       

NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth in this Agreement, Lamar, NewCo and Bowlin agree as        
follows:                                                                        

ARTICLE 1 

THE CLOSING; THE MERGER; EFFECTS OF THE MERGER

1.1  Closing.                                                         

 (1) The closing of the transactions contemplated by this Agreement (the
"Closing") will take place at 10:00 a.m. on the third business day following the
satisfaction or waiver of each of the closing conditions set forth in Article 6 
(other than those conditions that can only be satisfied on or as of the Closing 
Date, which must be satisfied or waived at or as of the Closing) of this        
Agreement at the offices of Jones, Walker, Waechter, Poitevent, Carrere &       
Denegre, L.L.P., Fifth Floor, Four United Plaza, 8555 United Plaza Boulevard,   
Baton Rouge, Louisiana, 70809.                                                  

(2) At the Closing, each party to this Agreement will:                

          (1) deliver the documents and certificates required to be delivered by
it pursuant to Article 6;                                             

         (2) provide proof or indication of the satisfaction or waiver of each
    of the conditions to the other party's obligations set forth in Article 6;

         (3) cause its appropriate officers to execute and deliver Articles of
  Merger in the form of Exhibit B (the "Articles of Merger") in accordance
 with the Nevada Revised Statutes, Chapter 92A, Mergers and Exchanges of
Interest (the "Law"); and                                             

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      (4) consummate the Merger by causing to be filed properly executed
  Articles of Merger with the Secretary of State of the State of Nevada in
accordance with Section 200 of the Law.                               

1.2  The Merger; Effective Date and Effective Time. On the terms and  
subject to the conditions of this Agreement, and in accordance with the         
applicable provisions of the Law, NewCo will merge with and into Bowlin at the  
Effective Time (as defined below). Following the Merger, the separate existence 
of NewCo will cease and Bowlin will continue as the surviving corporation (the  
"Surviving Corporation") and shall succeed to and assume all the rights and     
obligations of NewCo in accordance with the Law. The Merger will be effective as
of the date and time specified in the Articles of Merger (the "Effective Date"  
and the "Effective Time," respectively).                                        

  1.3  Effects of Merger. The Merger will have the effects set forth under
the Law and as set forth in this Agreement, including, without limitation, those
specified in Section 250 of the Law.                                            

 1.4  Articles of Incorporation and Bylaws of the Surviving Corporation.

  (1) The Articles of Incorporation of Bowlin, as amended and restated and
filed with the Articles of Merger with the Secretary of State of the State of   
Nevada, shall be the Articles of Incorporation of the Surviving Corporation     
thereafter unless and until amended in accordance with the terms of the Articles
of Incorporation and as provided by law.                                        

   (2) The Bylaws of NewCo, as in effect at the Effective Time, shall be the
Bylaws of the Surviving Corporation thereafter unless and until amended in      
accordance with their terms, the terms of the Articles of Incorporation and as  
provided by law.                                                                

     1.5  Directors and Officers of the Surviving Corporation. The directors and
officers of NewCo immediately prior to the Effective Time will be the directors 
and officers of the Surviving Corporation thereafter, each to hold a            
directorship or office in accordance with the Articles of Incorporation and     
Bylaws of the Surviving Corporation until the earlier of their resignation or   
removal, or until their respective successors are duly elected or appointed and 
qualified, as the case may be.                                                  

ARTICLE 2 

EFFECT ON THE CAPITAL STOCK OF THE
CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

2.1  Effect on Capital Stock. At the Effective Time, by virtue of the 
Merger and without any further action on the part of Lamar, NewCo, Bowlin or the
stockholders of such entities:                                                  

    (1) Capital Stock of NewCo. Each issued and outstanding share of
     capital stock of NewCo will be converted into and become one fully paid and
nonassessable share of common stock of the Surviving Corporation.     

   (2) Cancellation of Bowlin Treasury Stock. Each share of Bowlin
capital stock that is held in treasury by Bowlin (or by any Bowlin    
subsidiary) shall be canceled and no Lamar Common Stock or other      
consideration will be delivered in exchange therefor.                 

(3) Conversion of Bowlin Common Stock.                      

             (1) Subject to Sections 2.1(b) and 2.1(c)(ii), each share of Bowlin
      Common Stock issued and outstanding immediately prior to the Effective
      Time (including shares of Bowlin Common Stock issued upon the exercise
    of options prior to the Effective Time but excluding treasury shares
      cancelled pursuant to Section 2.1(b)) will be converted into the right
   to receive a number of validly issued, fully paid and nonassessable
     shares of Lamar Common Stock equal to the product of (A) one share of
        Lamar Common Stock and (B) the quotient of (x) 725,000, divided by (y) a
        number equal to the total number of shares of Bowlin Common Stock issued
        and outstanding at the Effective Time (including shares of Bowlin Common
     Stock issued upon the exercise of options prior to the Effective Time
but excluding treasury shares cancelled                         
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        pursuant to Section 2.1(b)). In no event will Lamar be required to issue
      in connection with the Merger more than 725,000 shares of Lamar Common
       Stock (the "Merger Shares") (except to reflect adjustment for any stock
        splits, combinations or recapitalizations relating to Lamar Common Stock
effected by Lamar after the date of this Agreement).            

        (2) No certificates or scrip representing fractional shares of
  Lamar Common Stock will be issued upon conversion of the shares of
        Bowlin Common Stock, and fractional share interests will not entitle the
       owners of the fractional interests to vote or to any rights of a holder
  of Lamar Common Stock. Any holder of Bowlin Common Stock who would
      otherwise be entitled to receive a fraction of a share of Lamar Common
       Stock (after aggregating all fractional shares issuable to such holder)
     shall, in lieu of such fraction of a share, be entitled to receive an
       amount in cash, without interest and rounded to the nearest cent, equal
     to the product of (A) such fraction and (B) the Average Closing Share
  Price. Payments for fractional shares will be made at the time the
  Merger Shares are delivered to the Bowlin stockholders pursuant to
Section 2.2.                                                    

2.2  Exchange of Stock Certificates; Record Date.                     

(1) Prior to the Effective Time, Lamar will appoint the American Stock
Transfer & Trust Company or another entity (the "Exchange Agent") to arrange for
the exchange of certificates that, immediately prior to the Effective Time,     
represented issued and outstanding shares of Bowlin Common Stock (the "Bowlin   
Certificates") for the Merger Shares. On or before the Closing Date, Lamar will 
deliver to the Exchange Agent, in trust for the benefit of each holder of record
of Bowlin Common Stock, (x) stock certificates representing all of the shares of
Lamar Common Stock issuable pursuant to Section 2.1(c)(i), and (y) sufficient   
funds to make cash payments in lieu of fractional Merger Shares pursuant to     
Section 2.1(c)(ii). As soon as practicable after the Effective Time, Lamar will 
cause the Exchange Agent to mail a notice and letter of transmittal to each     
recordholder of Bowlin Common Stock advising such recordholder of the           
effectiveness of the Merger and providing instructions for surrendering to the  
Exchange Agent the Bowlin Certificates representing Bowlin Common Stock in      
exchange for the Merger Shares and any cash payment in lieu of fractional Merger
Shares. Each holder of Bowlin Certificates, upon proper surrender thereof and a 
duly completed letter of transmittal to the Exchange Agent, will be entitled to 
receive from the Exchange Agent in exchange for the Bowlin Certificates (subject
to any taxes required to be withheld) the number of Merger Shares determined in 
accordance with Section 2.1(c). Until properly surrendered, after the Effective 
Time each Bowlin Certificate will be deemed for all purposes to evidence only   
the right to receive Merger Shares and any cash payment in lieu of fractional   
shares. Holders of Bowlin Certificates will not be entitled to receive          
certificates representing Merger Shares or any cash payment in lieu of          
fractional shares until their Bowlin Certificates are properly surrendered.     

    (b) If any Bowlin Certificate has been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the Person claiming the Bowlin           
Certificate to be lost, stolen or destroyed (a "Missing Certificate"), Lamar    
will direct the Exchange Agent to issue in exchange for the shares of Bowlin    
Common Stock represented by the Missing Certificate, the Merger Shares issuable 
pursuant to Section 2.1(c) and any cash payment in lieu of fractional shares.   
The Board of Directors of Lamar may, in its discretion and as a condition to the
issuance of any Merger Shares or cash payment in lieu of fractional shares to   
the owner of shares of Bowlin Common Stock represented by a Missing Certificate,
require the owner to provide Lamar with an affidavit and a bond in a sum as     
Lamar may reasonably direct as an indemnity against any claim that may be made  
against Lamar or the Exchange Agent with respect to the Missing Certificate.    

   2.3  No Further Rights in Bowlin Common Stock.  As of the Effective Time,
all shares of Bowlin Common Stock will no longer be outstanding and will        
automatically be canceled and retired and will cease to exist, and each holder  
of a Bowlin Certificate representing shares of Bowlin Common Stock as of the    
Effective Time will cease to have any rights with respect to the Bowlin Common  
Stock, except the right to receive Merger Shares and any cash payment in lieu of
fractional shares as provided in this Agreement.                                

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 2.4  Distributions with Respect to Unexchanged Shares.  No dividends or
other distributions declared on or after the Effective Time with respect to     
shares of Lamar Common Stock will be paid to any Bowlin stockholder with respect
to any Merger Shares that such Bowlin stockholder has the right to receive in   
the Merger until the stockholder has properly surrendered shares of Bowlin      
Common Stock in exchange for Lamar Common Stock (and any fractional payment) in 
accordance with this Article 2. Subject to Applicable Law, following the proper 
surrender of any Bowlin Certificate by a Bowlin stockholder and delivery to such
stockholder of a certificate representing whole shares of Lamar Common Stock,   
Lamar will pay to such stockholder, without interest, the amount of any         
dividends or other distributions declared by Lamar on or after the Effective    
Time.                                                                           

2.5  Undelivered Merger Consideration.  Any certificates representing 
shares of Lamar Common Stock or cash that remain undistributed by the Exchange  
Agent to former holders of Bowlin Common Stock as of the date that is one year  
after the Effective Date shall be returned by the Exchange Agent to Lamar upon  
demand, and any holder of Bowlin Certificates who has not theretofore           
surrendered his or her shares of Bowlin Common Stock in accordance with Section 
2.2 shall thereafter look only to Lamar for satisfaction of his or her claims   
for Lamar Common Stock, cash in lieu of fractional shares of Lamar Common Stock 
and any dividends or distributions with respect to Lamar Common Stock.          

    2.6  Escheat.  Neither Lamar nor the Surviving Corporation shall be liable
to any holder or former holder of Bowlin Common Stock or to any other Person    
with respect to any shares of Lamar Common Stock (or dividends or distributions 
with respect thereto), or for any cash amounts, delivered to any public official
pursuant to any applicable abandoned property law, escheat law, or similar legal
requirement.                                                                    

ARTICLE 3 

REPRESENTATIONS AND WARRANTIES OF BOWLIN

  Bowlin represents and warrants to Lamar and NewCo that as of the date of
this Agreement and as of the Closing Date:                                      

 3.1  Organization; Qualification; Subsidiaries.  Schedule 3.1 lists the
jurisdiction of incorporation, the number of authorized and issued shares of    
capital stock and the members of the Board of Directors of Bowlin. Bowlin is    
duly organized, validly existing and in good standing under the laws of its     
state of organization, having all requisite power and authority to own its      
property and to carry on its business as it is now being conducted. Except as   
disclosed in Schedule 3.1, Bowlin does not, directly or indirectly, own of      
record or beneficially, or have the right or obligation to acquire, any direct  
or indirect ownership interest, capital stock, membership interest, partnership 
interest, joint venture interest or other equity interest in any Person. All    
outstanding shares of capital stock of Bowlin have been validly issued and are  
fully paid, nonassessable and free and clear of any Adverse Claim. No actions or
proceedings to dissolve Bowlin are pending. Bowlin is duly qualified or licensed
to do business and is in good standing in each jurisdiction in which the        
property owned, leased or operated by it or the conduct of its business requires
qualification or licensing, except where the failure to be so licensed or       
qualified would not have a Material Adverse Effect.                             

     3.2  Bowlin Capital Stock.  The authorized capital stock of Bowlin consists
exclusively of 100,000,000 shares of common stock, $.001 par value per share, of
which as of September 29, 2000, 4,390,098 shares were outstanding and no shares 
were held in treasury. All of the issued and outstanding shares of Bowlin have  
been validly issued, are fully paid and nonassessable and are free of preemptive
rights. As of September 29, 2000, (a) 429,750 shares of Bowlin Common Stock were
reserved for issuance pursuant to the exercise of stock options granted and     
outstanding under the stock option plan designated Bowlin's Incorporated 1996   
Stock Option Plan (the "Option Plan"), which is the only stock option plan      
adopted by Bowlin pursuant to which stock options have been or may be granted,  
(b) 10,000 shares of Bowlin Common Stock were reserved for issuance to H.D.     
Brous & Co., Inc. pursuant to options granted on September 19, 2000 (the options
referred to under (a) and (b), are referred to individually as a "Bowlin Option,
and collectively, as the "Bowlin Options"). Schedule 3.2 sets forth the         
following                                                                       

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information with respect to the Bowlin Options outstanding as of September 29,  
2000: (i) the name of the optionee for each outstanding Bowlin Option; (ii) the 
number of shares of Bowlin Common Stock subject to such Bowlin Option; and (iii)
the per share exercise price of such Bowlin Option. Except as disclosed in      
Schedule 3.2, no share of capital stock of Bowlin will be, or may be required to
be, reacquired by Bowlin for any reason or is, or may be required to be, issued 
by Bowlin for any reason, including, without limitation, by reason of any       
option, warrant, security or right convertible into or exchangeable for such    
shares, or any agreement to issue any of the foregoing.                         

3.3  Authority; Enforceability.                                       

  (1) Bowlin has all requisite corporate power and authority to enter into
and carry out its obligations under this Agreement or any of the other          
agreements referred to in this Agreement to which it is a party. The execution, 
delivery and performance of this Agreement, the Contribution Agreement or any of
the other agreements referred to in this Agreement to which it is a party and   
the consummation of the transactions contemplated hereby or thereby has been    
duly authorized by all necessary corporate action on the part of Bowlin, except 
for the approval of this Agreement by the stockholders of Bowlin.               

 (2) This Agreement, the Contribution Agreement and each other agreement
executed or to be executed by Bowlin in connection with the transactions        
contemplated by this Agreement have been, or when executed will be, duly        
executed and delivered by Bowlin and constitute, or when executed and delivered 
will constitute, valid and binding obligations of Bowlin, enforceable against   
Bowlin in accordance with their respective terms, except as enforceability may  
be limited by applicable bankruptcy, insolvency, reorganization, moratorium and 
similar laws affecting the enforcement of creditors' rights generally and       
equitable principles which may limit the availability of certain equitable      
remedies in certain instances.                                                  

3.4  No Conflicts or Consents.                                        

     (1) Except as set forth on Schedule 3.4, neither the execution, delivery or
performance of this Agreement, the Contribution Agreement or any of the other   
agreements referred to in this Agreement to which Bowlin is a party by Bowlin   
nor the consummation of the transactions contemplated by this Agreement, the    
Contribution Agreement or any of the other agreements referred to in this       
Agreement to which Bowlin is a party:                                           

 (1) will violate, conflict with, or result in a breach of any
    provision of, constitute a default (or an event that, with notice or lapse
of time or both, would constitute a default) under, result in the     
     termination of, or accelerate the performance required by, or result in the
 creation of any Adverse Claim against any of the material properties or
material assets of Bowlin under, (A) its articles of incorporation or 
  bylaws, (B) any note, bond, mortgage, indenture, deed of trust, or other
   debt obligation (other than ordinary course trade credit) to which Bowlin
is a party or by which any of its assets are bound, or (C) any lease, 
   agreement or other instrument or other obligation that is material to the
business or operations of Bowlin and to which Bowlin is a party, or by
which any of its assets are bound; or                                 

       (2) violate any order, writ, injunction, decree, judgment, statute,
     rule or regulation of any Governmental Entity to which Bowlin is subject or
by which any of its assets are bound.                                 

   (2) No filing or registration with, or authorization, consent or approval
of, any Governmental Entity is required by or with respect to Bowlin in         
connection with the execution and delivery of this Agreement by Bowlin, or is   
necessary for the consummation of the Merger and the other transactions         
contemplated by this Agreement, except for: (i) the filing of a premerger       
notification and report form (the "HSR Report") by each of Lamar and Bowlin     
under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the 
"HSR Act"), (ii) the filing and recordation requirements of the Law with respect
to the Articles of Merger, (iii) the filing of the Registration Statement and   
the Proxy Statement/Prospectus with the SEC and any other filings required by   
the Securities Act or the Exchange Act, and (iv) the filing of appropriate      
documents with the relevant authorities of other states in which Bowlin is      
qualified to do business.                                                       

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3.5  Advertising Revenues.  The Advertising Revenues for the one-month
period ending April 30, 2000 exceeded $700,000.                                 

3.6  Lease Expense.  The Lease Expense did not exceed $108,000.       

     3.7  Bowlin Long-Term Debt.  As of the date of this Agreement and as of the
Effective Date, the Bowlin Long-Term Debt does not and will not exceed          
$14,500,000.                                                                    

    3.8  Leases and Advertising Contracts.  Schedule 3.8 sets forth a complete
and accurate list of the Leases and Advertising Contracts in effect as of the   
date of this Agreement, indicating any Leases that will expire on or before     
December 31, 2000. Except as set forth on Schedule 3.8, or for deficiencies, not
material individually or in the aggregate, that are customary for the outdoor   
advertising industry, each of the Leases and Advertising Contracts is in full   
force and effect, and constitutes a valid and binding agreement that is         
enforceable in accordance with its terms. Except as set forth on Schedule 3.8,  
no member of the Bowlin Group or any other party is in default under any Lease  
or Advertising Contract, and there is no condition or circumstance which with   
the giving of notice or the passage of time could become such a default under   
any Lease or Advertising Contract. Except as set forth on Schedule 3.8, all     
Lease rental payments that are due by any member of the Bowlin Group have been  
made and are current. Except as set forth on Schedule 3.8, no member of the     
Bowlin Group has been informed by a lessor or its representative that a lessor  
does not intend to renew an existing Lease.                                     

 3.9  Faces.  Schedule 3.9 sets forth a complete and correct list of the
type and location of each outdoor advertising face (a "Face") owned or leased by
Bowlin, designating those Faces that Bowlin owns and those Faces that Bowlin    
leases from third parties (including Bowlin Travel). Except as set forth in     
Schedule 3.9, Bowlin owns and operates at least 609 poster Faces, 2730 bulletin 
panel Faces and 754 eight-sheet Faces, except as the number of Faces leased or  
owned by Bowlin may be reduced by customary and usual attrition of Leases that  
is consistent with the historical experience of Bowlin. Schedule 3.9 reflects   
the Advertising Revenue attributable to each of the Faces for the one month     
period ended September 30, 2000. Except as set forth in Schedule 3.9, each Face 
(a) is legal and conforming or legal and non-conforming, (b) available for sale,
and (c) is standing and in good condition acceptable within the standards of the
outdoor advertising industry. Except as set forth on Schedule 3.9, each Face is 
operated under a Lease or is located on Owned Real Property (as defined below). 

3.10  Permits; Compliance with Laws.                                  

  (1) Bowlin has (i) all permits, licenses and governmental authorizations
required for the ownership and operation of each Face and (ii) all other        
material permits, licenses and governmental authorizations required for the     
lease, ownership, occupancy or operation of its other properties and assets and 
the carrying on of its business as presently conducted (subsections (i) and (ii)
collectively, the "Permits"). No suspension, cancellation or termination of any 
Permits is threatened or imminent. Schedule 3.10 sets forth a complete and      
accurate list of each of the Permits.                                           

(2) Without limiting the scope of Section 3.10(a), each member of the 
Bowlin Group, to its Knowledge, has conducted its business in compliance with   
and is in compliance with all Applicable Laws, except where the failure to      
comply would not have a Material Adverse Effect.                                

3.11  Owned Real Property.                                            

(1) Schedule 3.11 sets forth a complete and correct list of all real  
property owned in fee by Bowlin ("Owned Real Property"). Bowlin has good and    
marketable fee simple title to all of its Owned Real Property, free and clear of
any Adverse Claims, subject in each case to Permitted Liens.                    

(2) Except as set forth on Schedule 3.11, there are no pending or     
threatened condemnation proceedings with respect to any portion of Owned Real   
Property, or litigation or administrative actions relating to any portion of    
Owned Real Property.                                                            

(3) All Owned Real Property and related improvements are supplied with
utilities and other services necessary for the operation of the facilities      
currently operated on the property.                                             

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3.12  Corporate Formalities; Corporate Documents and Stockholder      
Agreements.                                                                     

   (1) Each member of the Bowlin Group has maintained its separate corporate
existence and complied with all necessary corporate formalities such as the     
holding of annual meetings of directors and stockholders.                       

    (2) Bowlin has delivered to Lamar true and complete copies of its articles
of incorporation and bylaws, as amended or restated through the date of this    
Agreement, as well as the articles of incorporation and bylaws governing each   
other member of the Bowlin Group. The minute books of each member of the Bowlin 
Group contain complete and accurate records of all corporate actions of the     
equity owners of the various entities and of the boards of directors or other   
governing bodies, including committees of such boards or governing bodies of the
various entities. The stock transfer records of Bowlin contain complete and     
accurate records of all issuances, and redemptions of stock by Bowlin.          

     (3) There are no agreements among or between any of the Bowlin stockholders
with respect to the capital stock of Bowlin to which Bowlin is a party or of    
which Bowlin has Knowledge.                                                     

3.13  SEC Documents; Financial Statements; Liabilities.               

(1) Bowlin has timely filed all required reports, schedules, forms,   
statements and other documents with the SEC since February 1, 1997 (the "Bowlin 
SEC Documents"). The Bowlin SEC Documents, and any such reports, forms and      
documents filed by Bowlin with the SEC after the date of this Agreement,        
complied, or will comply, at the time of filing as to form in all material      
respects with the requirements of the Securities Act or the Exchange Act, as the
case may be, and the rules and regulations of the SEC promulgated thereunder    
applicable to the Bowlin SEC Documents, and except to the extent that           
information contained in any Bowlin SEC Document has been superseded by a later 
filed Bowlin SEC Document, none of the Bowlin SEC Documents at the time of      
filing contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary in order to make the   
statements therein, in light of the circumstances under which they were made,   
not misleading.                                                                 

  (2) The Bowlin Financial Statements included in the Bowlin SEC Documents
complied at the time of filing with the SEC as to form in all material respects 
with the applicable accounting requirements and published rules and regulations 
of the SEC with respect thereto, were prepared in accordance with GAAP applied  
on a basis consistent with prior periods, and fairly present the consolidated   
financial position of Bowlin and the other members of the Bowlin Group at such  
dates and the consolidated results of operations and cash flow for the          
respective periods then ended, subject, in the case of the Bowlin Interim       
Financial Statements, to normal, recurring year-end audit adjustments that are  
not, individually or in the aggregate, material in amount. The Bowlin Audited   
Financial Statements have been audited by KPMG, LLP, independent auditors of    
Bowlin, in accordance with generally accepted auditing standards. No member of  
the Bowlin Group has, nor are any of their respective assets subject to, any    
liability, commitment, debt or obligation (of any kind whatsoever whether       
absolute or contingent, accrued, fixed, known, unknown, matured or unmatured) of
a type required by GAAP to be reflected in the Bowlin Financial Statements,     
except, (i) as and to the extent reflected on the Bowlin Latest Balance Sheet or
the footnotes that are a part of the Bowlin Financial Statements, (ii) as may   
have been incurred or may have arisen since the date of the Bowlin Latest       
Balance Sheet in the ordinary course of business and that are not material      
individually or in the aggregate or (iii) are permitted or contemplated by this 
Agreement or the Contribution Agreement. Except as set forth in the Bowlin SEC  
Documents, since February 1, 1997, Bowlin has not made any change in the        
accounting policies or practices applied in the preparation of the Bowlin       
Financial Statements. Bowlin's independent auditors have not issued any audit   
reports or other reports on internal controls which indicate that the internal  
controls associated with or otherwise covering Bowlin have had any material     
weaknesses or that the accounting records associated with or otherwise covering 
Bowlin contained or could contain any material errors.                          

   (3) The Bowlin Latest Balance Sheet includes appropriate reserves for all
Taxes and other known liabilities incurred as of such date but not yet payable. 

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     (4) The statements of income included in the Bowlin Financial Statements do
not contain any income or revenue realized from products or services that the   
Surviving Corporation would be prohibited or restricted from offering after the 
Effective Time pursuant to any covenant or provision in any Material Contract to
which any member of the Bowlin Group is a party.                                

3.14  Documents and Written Materials.  Originals or true and complete
copies of all documents or other written materials requested by Lamar have been 
furnished or made available to Lamar in the form in which each of such documents
is in effect, and will not be modified in any material respect prior to the     
Closing Date without Lamar's prior written consent (not to be unreasonably      
withheld).                                                                      

   3.15  Absence of Certain Changes or Events.  Since the date of the Bowlin
Latest Balance Sheet, each member of the Bowlin Group has conducted its business
only in the ordinary course, and, except as set forth on Schedule 3.15, has not:

   (1) amended its certificate of incorporation, bylaws or similar
organizational documents;                                             

      (2) except for capital expenditures set forth on Schedule 3.15(e),
 incurred any liability or obligation of any nature (whether absolute or
contingent, accrued, fixed, known, unknown, matured or unmatured),    
    including, without limitation, increasing indebtedness for borrowed money,
except in the ordinary course of business and not exceeding $50,000   
individually or $100,000 in the aggregate;                            

          (3) suffered or permitted any of its assets to be or remain subject to
any mortgage or other encumbrance, except for Permitted Liens;        

        (4) merged or consolidated with another entity or acquired or agreed
   to acquire any business or any corporation, partnership or other business
 organization, or sold, leased, transferred or otherwise disposed of any
assets except for assets sold for fair value in the ordinary course of
business;                                                             

          (5) made any capital expenditure or commitment therefor, except in the
     ordinary course of business and, in the aggregate, not materially in excess
  of those capital expenditures made or proposed to be made for the period
after the Bowlin Latest Balance Sheet that are set forth on Schedule  
3.15(e);                                                              

   (6) declared or paid any dividend or made any distribution with
     respect to any of its equity interests, or redeemed, purchased or otherwise
     acquired any of its equity interests, or issued, sold or granted any equity
    interests or any option, warrant or other right to purchase or acquire any
such interest;                                                        

   (7) adopted any employee benefit plan or made any change in any
existing employee benefit plans;                                      

       (8) made any bonus or profit sharing distribution or payment of any
    kind, except bonuses and profit sharing distributions made to employees of
Bowlin who are not directors or officers of Bowlin, which payments or 
     distributions do not exceed $40,000 in the aggregate in any calender month;

(9) made any loan to any Person;                            

        (10) made any change affecting any banking, safe deposit or power of
attorney arrangements;                                                

      (11) except for employment agreements entered into in the ordinary
 course of business and consistent with past practices with employees of
     Bowlin who are not directors or officers of Bowlin, entered into or amended
any employment, severance or similar agreement or arrangement with any
director, officer or employee, or granted any increase in the rate of 
     wages, salaries, bonuses or other compensation or benefits of any director,
officer or employee;                                                  

      (12) canceled, waived, released or otherwise compromised any debt,
   claim or right, except in the ordinary course of business consistent with
past practices;                                                       

          (13) made any change in any method of accounting or auditing practice;

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          (14) suffered the termination, suspension or revocation of any license
or permit necessary for the operation of its business;                

          (15) entered into any transaction other than on an arm's-length basis;

         (16) suffered any damage, destruction or loss (whether or not covered
by insurance) which has had or could have a Material Adverse Effect on
Bowlin;                                                               

       (17) agreed, whether or not in writing, to do any of the foregoing;

     (18) been the subject of, or incurred any liability under or with
respect to, any determination made by an arbitrator with respect to a 
     grievance filed under any collective bargaining or other labor agreement to
which Bowlin is a party.                                              

     3.16  Legal Proceedings.  Except as set forth in Schedule 3.16, there is no
lawsuit, action, suit, claim or other proceeding at law or in equity, or        
investigation, before or by any court or Governmental Entity or before any      
arbitrator that is pending or, to the Knowledge of Bowlin, threatened against   
any member of the Bowlin Group, or any unsatisfied judgment, order or decree or 
any open injunction binding upon any member of the Bowlin Group. Except as      
specifically set forth on Schedule 3.16, no lawsuits, actions, suits, claims,   
proceedings, investigations, unsatisfied judgments, orders, decrees or open     
injunctions will or is reasonably likely to have a Material Adverse Effect or   
adversely effect the ability of Bowlin to enter into and perform its obligations
under this Agreement.                                                           

     3.17  Accounts Receivable.  All of the accounts receivable reflected on the
Bowlin Financial Statements or arising thereafter that have not been collected  
have arisen only from bona fide transactions in the ordinary course of business,
represent valid obligations owing to Bowlin and have been accrued in accordance 
with GAAP. On the Closing Date, the allowance for doubtful receivables (the "AR 
Allowance") reflected in the Pre-Closing Balance Sheet (as defined in Section   
5.8(b)(i)) will be at least equal to the aggregate amount of Bowlin's accounts  
receivable that will have been outstanding for more than 90 days as of the      
Closing Date. On the Closing Date, the accounts receivable of Bowlin will be, to
the Knowledge of Bowlin, collectible in full when due, without any counterclaim 
or set-off (net of the AR Allowance).                                           

3.18  Contracts.                                                      

  (1) Schedule 3.18 lists and describes all Material Contracts. A complete
and correct copy of each Material Contract has been furnished to or made        
available to Lamar. To the Knowledge of Bowlin, each Material Contract is valid,
binding and enforceable, except to the extent that enforcement may be limited by
bankruptcy, reorganization, insolvency and other similar laws and court         
decisions relating to or affecting the enforcement of creditors' rights         
generally and by general equitable principles. Bowlin and, to the Knowledge of  
Bowlin, each other party to each Material Contract are in compliance in all     
material respects with the provisions of each Material Contract by which such   
party is bound.                                                                 

    (2) Except as may be set forth in the Bowlin SEC Documents or described on
Schedule 3.18, Bowlin is not a party to:                                        

(1) any collective bargaining agreement;                    

          (2) any written or oral employment or other agreement or contract with
or commitment to any employee;                                        

     (3) any agreement, contract or commitment containing any covenant
   limiting its freedom to engage in any line of business or to compete with
any Person;                                                           

     (4) any oral or written obligation of guaranty or indemnification
   arising from any agreement, contract or commitment, except as provided in
its certificate of incorporation or bylaws;                           

      (5) any joint venture, partnership or similar contract involving a
sharing of profits or expenses;                                       

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          (6) any non-disclosure agreement, non-competition agreement, agreement
     with an officer, director or employee of Bowlin, tax indemnity, tax sharing
or tax allocation agreement, or any severance, bonus or commission    
agreement;                                                            

        (7) any indenture, mortgage, loan, credit, sale-leaseback or similar
     contract under which Bowlin has borrowed any money or issued any note, bond
or other evidence of indebtedness for borrowed money or guaranteed    
indebtedness for money borrowed by others; or                         

   (8) any hedge, swap, exchange, futures or similar agreements or
contracts.                                                            

  3.19  Environmental Matters.  Bowlin is not in violation in any material
respect of any Applicable Law relating to the environment or is a party to any  
proposed removal, response or remedial action. Except as set forth on Schedule  
3.19, Bowlin has not received any notice with respect to its business, its      
leased or owned properties, or the use by third parties of its assets that:     

  (1) any investigation, administrative order, consent order and
agreement, removal or remedial action, litigation or settlement with  
respect to any environmental permit, law or regulation is proposed,   
threatened, anticipated or in existence;                              

         (2) any release of any hazardous substances, pollutant or contaminant
into the environment by Bowlin has occurred; or                       

          (3) any exposure of any person or property to any hazardous substance,
pollutant or contaminant has occurred.                                

Except as set forth on Schedule 3.19, the properties currently and previously   
leased or owned by Bowlin are not and have never been on or associated with any 
"national priorities" list or any equivalent state list or any federal or state 
"superlien" list. Bowlin has made available to Lamar all internal and external  
environmental audits and studies relating to the Leases or Owned Real Property, 
and all correspondence on substantial environmental matters relating to the     
Leases or the Owned Real Property is in the possession of Bowlin.               

3.20  Employee Matters.                                               

(1) Schedule 3.20(a) sets forth:                                      

   (1) a list of the name, title, current annual compensation rate
(including bonus and commissions) of each employee of Bowlin;         

(2) organizational charts;                                  

   (3) employment, consulting, employee confidentiality or similar
agreements;                                                           

(4) any employee handbook(s); and                           

          (5) any reports and/or plans prepared or adopted pursuant to the Equal
  Employment Opportunity Act of 1972, as amended. Accruals with respect to
the bonus, sick leave and vacation benefits of the employees of Bowlin
Group have been made in accordance with the terms of the applicable   
Employee Plans and GAAP.                                              

(2) Each of the following is true:                                    

     (1) (A) each member of the Bowlin Group is in compliance with all
   Applicable Laws respecting employment and employment practices, terms and
conditions of employment, wages and hours and occupational safety and 
  health; (B) no member of the Bowlin Group is engaged in any unfair labor
  practice within the meaning of Section 8 of the National Labor Relations
Act; and (C) there is no proceeding pending or threatened, or any     
investigation pending or threatened, against any member of the Bowlin 
Group, relating to subsections (A) or (B) above, and no member of the 
Bowlin Group has any Knowledge of any basis for any such proceeding or
investigation;                                                        

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    (2) none of the employees of any member of the Bowlin Group is a
member of, or represented by, any labor union and there are no efforts
being made to unionize any of such employees; and                     

        (3) there are no charges of, formal, informal or internal complaints
   of, or proceedings involving, discrimination or harassment (including but
  not limited to discrimination or harassment based upon sex, age, marital
   status, race, religion, color, creed, national origin, sexual preference,
    handicap or veteran status) pending or, to Bowlin's Knowledge, threatened,
  nor is there any investigation pending or threatened, including, but not
limited to, investigations before the Equal Employment Opportunity    
    Commission or any federal, state or local agency or court, with respect to
any member of the Bowlin Group.                                       

3.21  ERISA and Related Matters.                                      

  (1) Schedule 3.21(a) lists each Employee Plan that Bowlin or a member of
the Bowlin Group maintains, administers or contributes to. Bowlin has provided  
Lamar a true and complete copy of each such Employee Plan, current summary plan 
description, (and, if applicable, related trust documents) and all amendments   
thereto together with (i) the most recent annual report, if any, that has been  
prepared in connection with each Employee Plan; (ii) all material communications
received from or sent to the Internal Revenue Service or the Department of Labor
within the last two years; and (iii) the most recent Internal Revenue Service   
determination letter with respect to each Employee Plan, if any, and the most   
recent application for a determination letter, if any.                          

   (2) Schedule 3.21(b) identifies each Benefit Arrangement that Bowlin or a
member of the Bowlin Group maintains or administers. Bowlin has furnished to    
Lamar copies or descriptions of each Benefit Arrangement. To the Knowledge of   
Bowlin, each Benefit Arrangement has been maintained in substantial compliance  
with its terms and with the requirements prescribed by any and all statutes,    
orders, rules and regulations which are applicable to such Benefit Arrangement. 

    (3) Except as set forth on Schedule 3.21(c), no member of the Bowlin Group
maintains or has ever maintained an "employee benefit plan" (as defined in      
Section 3(3) of ERISA) which is or was (i) a plan subject to Title IV of ERISA  
or (ii) a "multiemployer plan" (as defined in Section 3(37) of ERISA).          

(4) Benefits under any Employee Plan or Benefit Arrangement are as    
represented in said documents and have not been increased or modified (whether  
written or not written) subsequent to the dates of such documents. No member of 
the Bowlin Group has communicated to any employee or former employee any        
intention or commitment to modify any Employee Plan or Benefit Arrangement or to
establish or implement any other employee or retiree benefit or compensation    
arrangement.                                                                    

(5) Each Employee Plan which is intended to be qualified under Section
401(a) of the Code satisfies in form the requirements of that Section except to 
the extent amendments are not required by law to be made until a date after the 
Closing Date, has received a favorable determination letter from the Internal   
Revenue Service regarding such qualified status, and no event has occurred      
regarding the adoption of such plan that would adversely affect such            
qualification. Each trust created in connection with each Employee Plan forming 
a part thereof is exempt from tax pursuant to Section 501(a) of the Code. Each  
Employee Plan has been maintained and administered in compliance with its terms 
and with the requirements prescribed by any and all applicable statutes, orders,
rules and regulations, including but not limited to ERISA and the Code. Except  
as set forth on Schedule 3.21(e), no Employee Plan has been operated in a manner
which could give rise to penalties, excise taxes or adverse tax consequences to 
Bowlin or to its employees, and no Employee Plan has violated in a material     
manner any provision of the Code or of ERISA.                                   

(6) Full payment has been made of all amounts which each member of the
Bowlin Group has, or has been required to have, paid as contributions to any    
Employee Plan or Benefit Arrangement under Applicable Law or under the terms of 
any such plan or any arrangement. All amounts withheld by Bowlin from its       
employees have been paid to the appropriate Employee Plan or Benefit Arrangement
by the due date prescribed by the Department of Labor to avoid penalties.       

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     (7) No member of the Bowlin Group has any current or projected liability in
respect of post-retirement or post-employment health, life or other welfare     
benefits for retired, current or former employees.                              

(8) Except as set forth on Schedule 3.21(h) or in this Agreement, no  
employee or former employee of a member of the Bowlin Group will become entitled
to any bonus, retirement, severance, job security or similar benefit or enhanced
benefit (including acceleration of compensation, an award, vesting or exercise  
of an incentive award) or any fee or payment of any kind solely as a result of  
any of the transactions contemplated by this Agreement.                         

    3.22  Taxes.  For purposes of this Section 3.22, the "Bowlin Group" means,
individually and collectively, Bowlin and any individual, trust, corporation,   
partnership or any other entity as to which Bowlin is liable for Taxes incurred 
by such individual or entity either as transferee or pursuant Treasury          
Regulation Section 1.1502-6 or pursuant to any other provision of federal,      
territorial, state, local, or foreign law or regulations. Except as set forth on
Schedule 3.22:                                                                  

          (1) All Returns required to be filed by or on behalf of members of the
Bowlin Group have been duly filed on a timely basis and such Returns  
  (including all attached statements and schedules) are true, complete and
correct. All Taxes shown to be payable on the Returns or on subsequent
    assessments with respect thereto have been paid in full on a timely basis,
     and no other Taxes are payable by the Bowlin Group with respect to items or
   periods covered by such Returns (whether or not shown on or reportable on
such Returns) or with respect to any period prior to the date of this 
  Agreement. No member of the Bowlin Group is currently the beneficiary of
any extension of time within which to file any Return.                

      (2) Each member of the Bowlin Group has withheld and paid over all
     Taxes required to have been withheld and paid over (including any estimated
taxes), and has complied with all information reporting and backup    
  withholding requirements, including maintenance of required records with
    respect thereto, in connection with amounts paid or owing to any employee,
creditor, independent contractor, or other third party.               

(3) There are no Liens on any of the assets of Bowlin or its
   subsidiaries with respect to Taxes other than Liens for Taxes not yet due
  and payable, or for Taxes that are being contested in good faith through
appropriate proceedings and for which appropriate reserves have been  
established.                                                          

         (4) Bowlin has furnished or made available to Lamar true and complete
  copies of: (i) all federal and state income and franchise tax returns of
 the Bowlin Group for all periods beginning on or after February 1, 1995
  through the date of this Agreement, and (ii) all tax audit reports, work
     papers, statements of deficiencies, closing or other agreements received by
any member of the Bowlin Group, or on their behalf relating to Taxes. 
    Neither Bowlin nor any member of the Bowlin Group do business in or derive
  income from any state, local, territorial or foreign taxing jurisdiction
     for which Returns must be filed other than those for which all Returns have
     been furnished to Lamar. To its Knowledge, no claim has ever been made by a
 taxing authority in a jurisdiction in which Bowlin or any member of the
 Bowlin Group does not file a tax return that it is or may be subject to
taxation by that jurisdiction.                                        

        (5) The Returns of the Bowlin Group are not currently the subject of
any audit by a governmental or taxing authority.                      

         (6) No deficiencies exist or are expected to be asserted with respect
  to Taxes of the Bowlin Group, and there is no basis for the assertion of
     any material deficiency of Taxes. No notice (either in writing or verbally,
     formally or informally) has been received by any member of the Bowlin Group
   that it has not filed a Return or paid Taxes required to be filed or paid
by it.                                                                

         (7) No member of the Bowlin Group is a party to any pending action or
  proceeding for assessment or collection of Taxes, nor has such action or
proceeding been asserted or threatened                                

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    (either in writing or verbally, formally or informally) against any member
of the Bowlin Group, or any of its assets.                            

         (8) No waiver or extension of any statute of limitations is in effect
with respect to Taxes or Returns of any member of the Bowlin Group.   

       (9) Bowlin and each member of the Bowlin Group has disclosed on its
     federal income tax returns all positions taken thereon that could give rise
    to a substantial understatement penalty within the meaning of Section 6662
of the Code.                                                          

     (10) There are no requests for rulings, subpoenas or requests for
information pending with respect to any member of the Bowlin Group.   

         (11) No currently effective power of attorney has been granted by any
  member of the Bowlin Group with respect to any matter relating to Taxes.

        (12) The amount of Bowlin's liability or the liability of any member
  of the Bowlin Group for unpaid Taxes for all periods ending on or before
  the date of this Agreement do not, in the aggregate exceed the amount of
  current liability accruals for Taxes (excluding reserves for deferral of
Taxes) as of the date of this Agreement, and the amount of Bowlin's   
 liability or the liability of any member of the Bowlin Group for unpaid
     Taxes for all periods ending on or before the Closing Date will not, in the
  aggregate, exceed the amount of the current liability accruals for Taxes
    (excluding reserves for deferred Taxes), as such accruals are reflected on
   the balance sheets of Bowlin or its subsidiaries, respectively, as of the
Closing Date.                                                         

      (13) Neither Bowlin nor any member of the Bowlin Group has made an
    election, or is required to treat any asset as owned by another person for
federal income tax purposes or as tax-exempt bond financed property or
tax-exempt use property within the meaning of section 168 of the Code.

      (14) Neither Bowlin nor its subsidiaries has issued or assumed any
indebtedness that is subject to Section 279(b) of the Code.           

        (15) No member of the Bowlin Group has entered into any compensatory
agreements with respect to the performance of services which payment  
    thereunder will result in a nondeductible expense pursuant to Section 280G
   of the Code or an excise tax to the recipient of such payment pursuant to
Section 4999 of the Code.                                             

        (16) No consent under Section 341(f) of the Code has been filed with
respect to any member of the Bowlin Group.                            

        (17) Neither Bowlin nor its subsidiaries has agreed, nor is required
  to make, any adjustment under Code Section 481(a) by reason of change in
accounting method or otherwise.                                       

         (18) Neither Bowlin nor its subsidiaries has disposed of any property
that has been accounted for under the installment method.             

       (19) Neither Bowlin nor its subsidiaries is a party to any interest
rate swap, currency swap or similar transaction.                      

    (20) No member of the Bowlin Group has been a United States real
     property holding corporation within the meaning of Section 897(c)(2) of the
   Code during the period specified in Section 897(c)(1)(A)(ii) of the Code,
   and Lamar is not required to withhold tax on the acquisition of the stock
of Bowlin by reason of Section 1445 of the Code.                      

(21) No member of the Bowlin Group has participated in any  
international boycott as defined in Code Section 999.                 

    (22) Neither Bowlin nor its subsidiaries is subject to any joint
    venture, partnership or other arrangement or contract that is treated as a
partnership for federal income tax purposes.                          

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    (23) No member of the Bowlin Group has made any of the foregoing
elections or is required to apply any of the foregoing rules under any
comparable state or local income tax provisions.                      

      (24) No member of the Bowlin Group has or has ever had a permanent
establishment in any foreign country, as defined in any applicable tax
  treaty or convention between the United States and such foreign country.

     (25) Set forth in Schedule 3.22 or in documents furnished or made
 available to Lamar is accurate and complete information with respect to
each of the following:                                                

      (1) Any tax elections made by any member of the Bowlin Group
       currently in effect or that would otherwise affect Bowlin or any member
of the Bowlin Group;                                            

(2) Any tax carryovers of Bowlin or its subsidiaries; 

(3) Bowlin's basis in its assets;                     

    (4) Bowlin's current and accumulated earnings and profits;

(5) Excess loss accounts in the Bowlin Group; and     

     (6) Deferred intercompany transactions in the Bowlin Group.

  (26) Neither Bowlin nor its subsidiaries is a party to any Tax
   allocation or sharing agreement or has any liability for the Taxes of any
person under Treasury Regulation Section 1. 1502-6 (or any similar    
   provision of local, state or federal law), as transferee or successor, by
contract or otherwise.                                                

       (27) No member of the Bowlin Group has prepared or filed any Return
     inconsistent with past practice or, on any such Return, taken any position,
     made any election or adopted any method that is inconsistent with positions
taken, elections made or methods used in preparing or filing similar  
   Returns in prior periods, or settled or compromised any material federal,
state or local income tax liability.                                  

      (28) Bowlin operates at least one significant business line (other
 than any business line that will be contributed to Bowlin Travel in the
    Spin-Off), or owns at least a significant portion of its historic business
  assets (considering the impact of the Spin-Off), in each case within the
meaning of Treasury Regulation Section 1.368-1(d).                    

3.23  Transactions with Related Parties.                              

 (1) Schedule 3.23(a) and the Bowlin SEC Documents list each transaction
between February 1, 1997 and the date of this Agreement involving or for the    
benefit of Bowlin, on the one hand, and any director or officer of Bowlin or any
Affiliate of such director or officer, on the other hand, including without     
limitation, (i) any debtor or creditor relationship, (ii) any transfer or lease 
of real or personal property, (iii) wages, salaries, commissions, bonuses and   
agreements relating to employment and (iv) purchases or sales of products or    
services.                                                                       

     (2) Schedule 3.23(b) lists (i) all agreements and claims of any nature that
any officer or director of any member of the Bowlin Group or any Affiliate of   
such officer or director has with or against any member of the Bowlin Group as  
of the date of this Agreement that are not identified on the Bowlin Latest      
Balance Sheet and (ii) all agreements and claims of any nature that any member  
of the Bowlin Group has with or against any officer or director of any member of
the Bowlin Group or any Affiliate of such officer or director as of the date of 
this Agreement that are not identified on the Bowlin Latest Balance Sheet.      

3.24  Voting Requirements.  The affirmative vote of the holders of a  
majority of the outstanding shares of Bowlin Common Stock entitled to vote on   
the Merger is the only vote of the holders of any class or series of Bowlin's   
capital stock necessary to approve this Agreement and the transactions described
in this Agreement.                                                              

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3.25  State Takeover Statutes; Rights Plan.                           

    (1) Except as set forth in Schedule 3.25, the Board of Directors of Bowlin
(at a meeting duly called and held) (i) has unanimously determined that the     
Merger is advisable and fair and in the best interests of Bowlin and its        
stockholders, and (ii) has unanimously approved the execution, delivery and     
performance of this Agreement and the transactions described in this Agreement  
and has unanimously approved the Merger. No state takeover statute or similar   
statute or regulation applies or purports to apply to Bowlin in connection with 
the Merger, this Agreement or any of the transactions described in this         
Agreement.                                                                      

(2) The Bowlin stockholders are not entitled to any rights to acquire 
capital stock of Bowlin pursuant to a stockholder rights plan.                  

     3.26  Intellectual Property.  Bowlin either owns or has valid rights to use
all material patents, copyrights and trademarks used in its business as         
presently conducted, subject to limitations contained in the agreements         
governing the use of same, which limitations are customary for companies engaged
in businesses similar to Bowlin. There are no limitations contained in any such 
agreements which will alter any such rights, breach any such agreement or any   
third-party vendor, or require payments of additional sums thereunder. Bowlin is
in compliance with all such licenses and agreements and there are no pending or 
threatened proceedings challenging or questioning the validity or effectiveness 
of any license or agreement relating to such property or the right of Bowlin to 
use, copy, modify, or distribute the same.                                      

3.27  Insurance.  Lamar has been provided copies of or access to all  
insurance policies or binders that relate to the businesses of each member of   
the Bowlin Group. All premiums due under the policies and binders have been paid
or accrued for and all policies and binders are in full force and effect. As of 
the date of this Agreement, no notice of cancellation or non-renewal of any     
policy or binder and no notice of disallowance of any claim under any insurance 
policy or binder, has been received by any member of the Bowlin Group. Except as
provided in the applicable policy or binder, no member of the Bowlin Group has  
any liability for or exposure to any premium expense for expired policies and   
there are no current claims by any member of the Bowlin Group under any such    
policy or binder as to which coverage has been denied or disputed by the        
underwriters of such policies, nor are there any material insured losses for    
which claims have not been made.                                                

3.28  Bank Accounts; Power of Attorney.  Schedule 3.28 sets forth with
respect to each bank account or cash account maintained by Bowlin at any bank,  
brokerage or other financial firm, the name of the institution at which such    
account is maintained, the number of the account, and the names of the          
individuals having authority to withdraw funds from such account.               

   3.29  Registration Statement and Proxy Statement/Prospectus.  None of the
information (other than information provided by Lamar or NewCo) included or     
incorporated by reference in the Registration Statement will (a) in the case of 
the Registration Statement, at the time it becomes effective, contain any untrue
statement of a material fact or omit to state any material fact required to be  
stated therein, in light of the circumstances under which they were made, or    
necessary in order to make the statements therein not misleading, or (b) in the 
case of the Proxy Statement/Prospectus, at the time of the mailing thereof, at  
the time of the Bowlin Special Meeting, and at the Effective Time, contain any  
untrue statement of a material fact or omit to state any material fact required 
to be stated therein or necessary in order to make the statements therein, in   
light of the circumstances under which they are made, not misleading. If at any 
time prior to the Effective Time any event with respect to any member of the    
Bowlin Group or its respective directors or officers shall occur which is       
required to be described in the Proxy Statement/ Prospectus or the Registration 
Statement, such event shall be so described, and an appropriate amendment or    
supplement will be promptly filed with the SEC and, to the extent required by   
law, disseminated to the Bowlin stockholders. With respect to information       
relating to Bowlin, the Registration Statement will comply as to form in all    
material respects with the provisions of the Securities Act, and the Proxy      
Statement/Prospectus will comply (with respect to Bowlin) as to form in all     
material respects with the provisions of the Exchange Act.                      

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   3.30  No Finder's Fee.  Neither Bowlin nor any member of the Bowlin Group
has incurred or become liable for any broker's commission or finder's fee       
related to the transactions contemplated by this Agreement, except fees to be   
paid pursuant to Section 5.12.                                                  

ARTICLE 4 

REPRESENTATIONS AND WARRANTIES OF LAMAR AND NEWCO 

 Lamar and NewCo represent and warrant to Bowlin, as of the date of this
Agreement and as of the Closing Date, as follows:                               

4.1  Organization.  Each of Lamar and NewCo is a corporation duly     
organized, validly existing and in good standing under the laws of its state of 
incorporation and has all requisite corporate power and authority to own its    
properties and carry on its business as now being conducted.                    

4.2  Lamar Capital Stock.                                             

(1) The authorized capital stock of Lamar consists exclusively of (i) 
175,000,000 shares of Class A common stock, $.001 par value per share, (ii)     
37,500,000 shares of Class B common stock, $.001 par value per share, (iii)     
1,000,000 shares of Series AA Preferred Stock, $.001 par value per share, and   
(iv) 10,000 shares of Class A Preferred Stock, $638 par value per share, and as 
of September 29, 2000, the following shares are outstanding: (A) 75,260,974     
shares of Class A common stock, (B) 17,000,000 shares of Class B common stock,  
(C) 5,719.49 shares of Series AA Preferred Stock, and (D) no shares of Class A  
Preferred Stock. No shares of any class are held in treasury. All of the issued 
and outstanding shares of Lamar have been validly issued, are fully paid and    
nonassessable and are free of preemptive rights. As of the date of this         
Agreement, 2,715,223 shares of the Class A common stock of Lamar are reserved   
for issuance pursuant to the exercise of stock options granted and outstanding  
under the stock option plan designated the Lamar Advertising 1996 Equity        
Incentive Plan.                                                                 

 (2) The authorized capital stock of NewCo consists exclusively of 1,000
shares of Class A common stock, par value $.01 per share, of which 1,000 shares 
of outstanding and no shares are held in treasury.                              

4.3  Authority; Enforceability.                                       

     (1) Each of Lamar and NewCo has the requisite corporate power and authority
to enter into this Agreement and to carry out its obligations under this        
Agreement and any of the other agreements referred to in this Agreement to which
it is a party. The execution, delivery and performance of this Agreement and any
of the other agreements referred to in this Agreement to which it is a party and
the consummation of the transactions contemplated hereby or thereby have been   
(or, in the case of NewCo, will be prior to the Effective Time) duly authorized 
by all necessary corporate action on the part of Lamar and NewCo.               

   (2) This Agreement and each other agreement executed or to be executed by
Lamar and NewCo in connection with the transactions contemplated by this        
Agreement have been, or when executed will be, duly executed and delivered by   
Lamar and NewCo and constitute, or when executed and delivered will constitute, 
valid and binding obligations of Lamar and NewCo, enforceable against Lamar and 
NewCo in accordance with their terms, except as may be limited by applicable    
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting   
the enforcement of creditors' rights generally or by equitable principles which 
may limit the availability of certain equitable remedies in certain instances.  

4.4  No Conflicts or Consents.                                        

     (1) Neither the execution, delivery or performance of this Agreement or any
of the other agreements referred to in this Agreement by Lamar and NewCo nor the
consummation of the transactions contemplated by this Agreement or any of the   
other agreements referred to in this Agreement will violate, conflict with, or  
result in a breach of any provision of, constitute a default (or an event that, 
with notice or lapse of time or both, would constitute a default) under, result 
in the termination of, or accelerate the performance required by, or result in  
the creation of any Adverse Claim against any of the properties or              
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assets of Lamar or NewCo under the articles of incorporation, bylaws or any     
other organizational documents of Lamar or NewCo; any note, bond, mortgage,     
indenture, deed of trust, or other debt obligation (other than ordinary course  
trade credit) to which Lamar or NewCo is a party, or by which Lamar or NewCo or 
any of their respective assets are bound; or any lease, agreement or other      
instrument or other obligation that is material to the business or operations of
Lamar or NewCo and to which Lamar or NewCo is a party, or by which Lamar or     
NewCo or any of their respective assets are bound; or violate any order, writ,  
injunction, decree, judgment, statute, rule or regulation of any Governmental   
Entity to which either Lamar or NewCo is subject or by which Lamar or NewCo or  
any of their respective assets are bound.                                       

   (2) No filing or registration with, or authorization, consent or approval
of, any Governmental Entity is required by or with respect to Lamar or NewCo in 
connection with the execution and delivery of this Agreement by Lamar and NewCo,
or is necessary for the consummation of the Merger and the other transactions   
contemplated by this Agreement, except for: (i) the filing of an HSR Report by  
each of Lamar and Bowlin under the HSR Act, (ii) the filing and recordation     
requirements of the Law with respect to the Articles of Merger, and (iii) the   
filing of the Registration Statement with the SEC.                              

4.5  SEC Documents; Financial Statements; Liabilities.                

(1) Except as set forth on Schedule 4.5(a), Lamar has timely filed all
required reports, schedules, forms, statements and other documents with the SEC 
since February 1, 1997 (the "Lamar SEC Documents"). The Lamar SEC Documents, and
any such reports, forms and documents filed by Lamar with the SEC after the date
of this Agreement, complied, or will comply, at the time of filing as to form in
all material respects with the requirements of the Securities Act or the        
Exchange Act, as the case may be, and the rules and regulations of the SEC      
promulgated thereunder applicable to the Lamar SEC Documents, and except to the 
extent that information contained in any Lamar SEC Document has been superseded 
by a later filed Lamar SEC Document, none of the Lamar SEC Documents at the time
of filing contained any untrue statement of a material fact or omitted to state 
any material fact required to be stated therein or necessary in order to make   
the statements therein, in light of the circumstances under which they were     
made, not misleading.                                                           

(2) The Lamar Financial Statements included in the Lamar SEC Documents
complied at the time of filing with the SEC as to form in all material respects 
with the applicable accounting requirements and published rules and regulations 
of the SEC with respect thereto, were prepared in accordance with GAAP applied  
on a basis consistent with prior periods, and fairly present the financial      
position of Lamar at such dates and the results of operations and cash flow for 
the respective periods then ended, subject, in the case of the Lamar Interim    
Financial Statements, to normal, recurring year-end adjustments that are not,   
individually or in the aggregate, material in amount. The Lamar Audited         
Financial Statements have been audited by KPMG, LLP, independent auditors of    
Lamar, in accordance with generally accepted auditing standards. Lamar does not 
have, nor are any of its assets subject to, any liability, commitment, debt or  
obligation (of any kind whatsoever whether absolute or contingent, accrued,     
fixed, known, unknown, matured or unmatured) of a type required by GAAP to be   
reflected in the Lamar Financial Statements, except (i) as and to the extent    
reflected on the Lamar Latest Balance Sheet or the footnotes that are a part of 
the Lamar Financial Statements, (ii) as may have been incurred or may have      
arisen since the date of the Lamar Latest Balance Sheet in the ordinary course  
of business and that are not material individually or in the aggregate or (iii) 
are permitted by this Agreement. Except as set forth in the Lamar SEC Documents,
since February 1997, Lamar has not made any change in the accounting policies or
practices applied in the preparation of the Lamar Financial Statements. Lamar's 
independent auditors have not issued any audit reports or other reports on      
internal controls which indicate that the internal controls associated with or  
otherwise covering Lamar have had any material weaknesses or that the accounting
records associated with or otherwise covering Lamar contained or could contain  
any material errors.                                                            

  (3) The Lamar Latest Balance Sheet includes appropriate reserves for all
Taxes and other known liabilities incurred as of such date but not yet payable. 

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  4.6  Registration Statement and Proxy Statement/Prospectus.  None of the
information (other than information provided by Bowlin) included or incorporated
by reference in the Registration Statement will (a) in the case of the          
Registration Statement, at the time it becomes effective, contain any untrue    
statement of a material fact or omit to state any material fact required to be  
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading, or (b) in the case
of the Proxy Statement/Prospectus, at the time of the mailing thereof, at the   
time of the Bowlin Special Meeting, and at the Effective Time contain any untrue
statement of a material fact or omit to state any material fact required to be  
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading. If at any time     
prior to the Effective Time any event with respect to Lamar, its directors or   
officers or any of its subsidiaries shall occur which is required to be         
described in the Proxy Statement/Prospectus or the Registration Statement, such 
event shall be so described, and an appropriate amendment or supplement shall be
promptly filed with the SEC and, to the extent required by law, disseminated to 
the Bowlin stockholders. The Registration Statement shall comply as to form in  
all material respects with the provisions of the Securities Act, and the Proxy  
Statement/Prospectus shall comply as to form in all material respects with the  
provisions of the Exchange Act, in each case other than as to information       
provided for inclusion therein by Bowlin.                                       

4.7  No Finder's Fee.  Neither Lamar nor NewCo has incurred or become 
liable for any broker's commission or finder's fee related to the transactions  
contemplated by this Agreement.                                                 

4.8  Reorganization Representations.                                  

(1) Lamar has no plan or intention to cause Bowlin to issue additional
shares of its stock after the Closing that would result in Lamar losing control 
of Bowlin within the meaning of Code Section 368(c).                            

 (2) Lamar has no plan or intention to liquidate Bowlin; to merge Bowlin
into another corporation; to cause Bowlin to sell or otherwise dispose of any of
its assets, except for dispositions made in the ordinary course of business; or 
to sell or otherwise dispose of any of Bowlin Common Stock acquired pursuant to 
this Agreement, except for transfers described in Code Section 368(a)(2)(C).    

(3) Lamar has no plan or intention to reacquire any Lamar Common Stock
issued pursuant to this Agreement.                                              

(4) Lamar shall pay its own expenses incurred in connection with the  
transactions contemplated by this Agreement.                                    

     (5) Lamar does not own, directly or indirectly, nor has it owned during the
past five years, directly or indirectly, any stock of Bowlin.                   

    (6) Lamar will not pay Bowlin's dissenting shareholders (if any) the value
of their stock out of its own funds and no funds will be supplied for that      
purpose, directly or indirectly, by Lamar nor will Lamar directly or indirectly 
reimburse Bowlin for any payments to dissenters. Nothing in the preceding       
sentence will preclude Lamar from making capital contributions to Bowlin in the 
ordinary course of business.                                                    

  (7) Following the Closing, Bowlin will continue its historic business or
use a significant portion of its historic business assets in a business.        

ARTICLE 5 

COVENANTS 

5.1  Regulatory Approvals; Cooperation and Best Efforts.              

    (1) (i) Lamar and Bowlin shall use all reasonable efforts to file, as soon
as practicable after the date of this Agreement, all notices, reports and other 
documents required to be filed with any Governmental Entity with respect to the 
Merger and the other transactions contemplated by this Agreement, and to submit 
promptly any additional information requested by any such Governmental Entity.  
Without limiting                                                                

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the generality of the foregoing, Lamar and Bowlin shall, within ten Business    
Days of the date of this Agreement, prepare and file the notifications required 
to be filed under the HSR Act. Lamar and Bowlin shall respond as promptly as    
practicable (A) to any inquiries or requests received from the Federal Trade    
Commission or the Department of Justice for additional information or           
documentation and (B) to any inquiries or requests received from any state      
attorney general, foreign antitrust authority or other Governmental Entity in   
connection with antitrust or related matters.                                   

    (ii) Each of Bowlin and Lamar shall (A) give the other party prompt notice
of the commencement or threat of commencement of any Proceedings by or before   
any Governmental Entity with respect to the Merger or any of the other          
transactions contemplated by this Agreement, (B) keep the other party informed  
as to the status of any such Proceeding or threat, and (C) promptly inform the  
other party of any communication to or from the Federal Trade Commission, the   
Department of Justice or any other Governmental Entity regarding the Merger.    
Except as may be prohibited by any Governmental Entity or by any legal          
requirement, Bowlin and Lamar will consult and cooperate with one another, and  
will consider in good faith the views of one another, in connection with any    
analysis, appearance, presentation, memorandum, brief, argument, opinion or     
proposal made or submitted in connection with any Legal Proceeding under or     
relating to the HSR Act or any other foreign, federal or state antitrust or fair
trade law.                                                                      

(iii) Notwithstanding the foregoing, neither party will be required to
accept any conditions that may be imposed by the FTC or the DOJ in connection   
with such filings that would require the divestiture of any Lamar or Bowlin     
assets or otherwise have a Material Adverse Effect on such party.               

  (2) Each party will cooperate with the other and use its reasonable best
efforts to (i) receive all necessary and appropriate consents of third parties  
to the transactions contemplated by this Agreement, (ii) satisfy all            
requirements prescribed by law for, and all conditions set forth in this        
Agreement to, the consummation of the Merger, and (iii) effect the Merger in    
accordance with this Agreement at the earliest practicable date.                

5.2  Bowlin Special Meeting.                                          

     (1) Bowlin will take all action necessary under law to call, give notice of
and convene a meeting of its stockholders (the "Bowlin Stockholders Meeting") to
be held as promptly as practicable for the purpose of voting upon a proposal to 
adopt this Agreement. The Bowlin Stockholders Meeting shall be held (on a date  
selected by Bowlin in consultation with Lamar) as promptly as practicable after 
the Registration Statement is declared effective under the Securities Act.      

 (2) Subject to Section 5.2(c), (i) the Proxy Statement/Prospectus shall
include a recommendation (the "Board Recommendation") of the Board of Directors 
of Bowlin that Bowlin's stockholders vote to adopt this Agreement at the Bowlin 
Special Meeting and (ii) the Bowlin Board Recommendation shall not be withdrawn 
or modified in a manner adverse to Lamar, and no resolution by the Board of     
Directors of Bowlin or any committee thereof to withdraw or modify the Board    
Recommendation shall be adopted or proposed.                                    

   (3) Notwithstanding anything to the contrary contained in Section 5.2(b),
at any time prior to the adoption of this Agreement by the Bowlin stockholders, 
the Board Recommendation may be withdrawn or modified in a manner adverse to    
Lamar if: (i) a proposal to acquire (by merger or otherwise) all of the         
outstanding shares of Bowlin Common Stock is made to Bowlin and is not          
withdrawn; (ii) Bowlin's Board of Directors determines in good faith (based upon
a written opinion of an independent financial advisor of nationally recognized  
reputation) that such offer constitutes a Superior Proposal; (iii) Bowlin's     
Board of Directors determines in good faith, after having taken into account the
written advice of Bowlin's outside legal counsel, that, in light of such        
Superior Proposal, the withdrawal or modification of the Board Recommendation is
required in order for Bowlin's Board of Directors to comply with its fiduciary  
obligations to Bowlin's stockholders under applicable law; and (iv) neither     
Bowlin nor any of its Representatives shall have violated any of the            
restrictions set forth in Section 5.5.                                          

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     (4) Bowlin shall comply with all provisions of the Exchange Act and the Law
in the solicitation of proxies from its stockholders to vote upon the proposal  
to adopt this Agreement.                                                        

 5.3  Preparation of the Proxy Statement/Prospectus and the Registration
Statement.                                                                      

    (1) Lamar and Bowlin shall jointly prepare the Proxy Statement/Prospectus,
and Lamar shall file with the SEC the Registration Statement, in which the Proxy
Statement/Prospectus shall be included. Bowlin will cooperate with Lamar to     
promptly respond to any SEC comments on the Proxy Statement/ Prospectus or      
Registration Statement and each of Lamar and Bowlin will use its commercially   
reasonable efforts to resolve all SEC comments as promptly as practicable to the
satisfaction of the SEC and to have the Registration Statement declared         
effective under the Securities Act as promptly as practicable after its filing. 
Lamar will also take any action (other than qualifying to do business in any    
jurisdiction in which it is now not so qualified) required to be taken under any
applicable state securities laws in connection with the issuance of the Lamar   
Common Stock in connection with the Merger. Bowlin will furnish all information 
concerning Bowlin and the Bowlin stockholders as may be reasonably requested by 
Lamar in connection with any such action.                                       

   (b) Lamar and Bowlin will comply with the Exchange Act and the Law in the
preparation, filing and distribution of the Proxy Statement/Prospectus.         

5.4  Conduct of Business Prior to the Closing Date.                   

(1) During the period from the date of this Agreement to the Effective
Time, Bowlin will, except as contemplated by the Contribution Agreement or as   
necessary to effect the Spin-Off, (i) conduct its business only in the ordinary 
course and (ii) use its best efforts to preserve the possession and control of  
all of its assets other than those consumed or disposed of for value in the     
ordinary course of business or pursuant to the terms of this Agreement, to      
preserve the goodwill of suppliers, customers and others having business        
relations with it and to do nothing to impair its ability to keep and preserve  
its business as it exists on the date of this Agreement.                        

     (2) Without the prior written consent of the other party, neither Lamar nor
Bowlin will commit or omit to do any act that (i) would cause a breach of any of
its agreements, commitments or covenants contained in this Agreement, or (ii)   
would cause its representations and warranties contained in Article 3 or Article
4, as the case may be, to become untrue.                                        

5.5  No Solicitation.                                                 

    (1) No member of the Bowlin Group will directly or indirectly, through any
officer, director, representative, agent or affiliate (a "Bowlin                
Representative") of any member of the Bowlin Group, (i) initiate, solicit,      
encourage, induce or otherwise facilitate the initiation or submission of any   
inquiries, proposals or offers that constitute or may reasonably be expected to 
lead to an Acquisition Proposal (as defined below), (ii) furnish any information
regarding any member of the Bowlin Group to any Person in connection with or in 
response to an Acquisition Proposal or an inquiry or indication of interest that
could reasonably be expected to lead to an Acquisition Proposal, unless required
by Applicable Law (iii) enter into or maintain or continue discussions or       
negotiate with any Person in furtherance of such inquiries or to obtain an      
Acquisition Proposal, (iv) agree to, approve, recommend or endorse any          
Acquisition Proposal, or (v) enter into any letter of intent, contract or       
similar agreement contemplating or otherwise relating to any Acquisition        
Proposal; provided, however, that prior to the adoption of this Agreement by the
Bowlin stockholders, this Section 5.5 (a) shall not prohibit Bowlin from        
furnishing nonpublic information regarding any member of the Bowlin Group to, or
entering into discussions with, any Person in response to a Superior Proposal   
that is submitted to Bowlin by such Person (and not withdrawn) if (w) neither   
Bowlin nor any Bowlin Representative shall have violated any of the restrictions
set forth in this Section 5.5, (x) the Board of Directors of Bowlin concludes in
good faith, after having taken into account the written advise of its outside   
legal counsel, that such action is required in order for the Board of Directors 
of Bowlin to comply with its fiduciary obligations to Bowlin's stockholders     
under applicable law, (y) at or prior to furnishing any such nonpublic          
information to, or entering into discussions with, such Person, Bowlin gives    
Lamar written notice of the identify of such Person and of Bowlin's intention to
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furnish nonpublic information to, or enter into discussions with, such Person,  
and Bowlin receives from such Person an executed confidentiality agreement      
containing provisions no less favorable to Bowlin than those contained in the   
Confidentiality Agreement (as defined below) between Bowlin and Lamar, and (z)  
at or prior to furnishing any such nonpublic information to such Person, Bowlin 
furnishes such nonpublic information to Lamar (to the extent such nonpublic     
information has not been previously furnished by Bowlin to Lamar). Without      
limiting the generality of the foregoing, Bowlin acknowledges and agrees that   
any violation of or the taking of any action inconsistent with any of the       
restrictions set forth in the preceding sentence by any Bowlin Representative,  
whether or not such Bowlin Representative is purporting to act on behalf of     
Bowlin, shall be deemed to constitute a breach of this Section 5.5 by Bowlin.   

     (2) For purposes of this Agreement, "Acquisition Proposal" means a proposal
for any of the following (other than the transactions contemplated by this      
Agreement, including the Spin-Off) that involves (i) prior to the Spin-Off, any 
member of the Bowlin Group, and (ii) after the Spin-Off, any member of the      
Bowlin Group except Bowlin Travel: (A) any merger, reorganization,              
consolidation, share exchange, recapitalization, business combination,          
liquidation, dissolution, or other similar transaction involving, or, any sale, 
lease, exchange, mortgage, pledge, transfer or other disposition of, all or any 
significant portion of the assets or 10% or more of the equity securities of,   
any member of the Bowlin Group; (B) any tender offer or exchange offer for 20%  
or more of the outstanding shares of capital stock of Bowlin or the filing of a 
registration statement under the Securities Act in connection therewith; or (C) 
any public announcement of a proposal, plan or intention to do any of the       
foregoing or any agreement to engage in any of the foregoing.                   

   (3) For purposes of this Agreement, "Superior Proposal" means a bona fide
proposal made by a third party to acquire Bowlin pursuant to an Acquisition     
Proposal that the Board of Directors of Bowlin determines in its good faith     
judgment (after considering the written advice of Bowlin's independent advisors)
to merit the withdrawal of the Board Recommendation because such third party    
proposal has more favorable economic terms than the transactions contemplated by
this Agreement.                                                                 

   (4) Bowlin will immediately notify Lamar after receipt of any Acquisition
Proposal or any request for nonpublic information relating to any member of the 
Bowlin Group in connection with an Acquisition Proposal or for access to any of 
the premises, books or records of any member of the Bowlin Group by any person  
or entity that informs Bowlin or its Board of Directors, formally or informally,
that it is considering making, or has made, an Acquisition Proposal. Such notice
to Lamar will be made orally and in writing and will indicate in reasonable     
detail the identity of the offering party and the terms and conditions of such  
proposal, inquiry or contact; except such disclosure will be made to Lamar only 
to the extent such disclosure does not violate the fiduciary responsibilities of
the Board of Directors of Bowlin, after being advised by its legal counsel, in  
which case Bowlin will provide Lamar with a summary of the terms and conditions 
of such proposal, inquiry or contact.                                           

(5) Nothing contained in this Section 5.5 will prevent Bowlin from    
complying with Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act,  
if applicable, with regard to an Acquisition Proposal made in the form of a     
tender offer by a third party.                                                  

(6) Bowlin shall immediately cease and cause to be terminated any     
pre-existing discussions with any Person that relates to any Acquisition        
Proposal; provided, however, that any such discussions may be recommenced so    
long as Bowlin complies with the provisions of this Section 5.5.                

    5.6  Press Releases.  Bowlin and Lamar will consult with each other before
issuing, and provide each other the opportunity to review and comment upon, any 
press releases or other public statements with respect to any transactions      
described in this Agreement, including the Merger, and will not issue any such  
press releases or make any such public statement prior to such consultation,    
except as may be required by Applicable Law, court process or by obligations    
pursuant to a listing agreement with American Stock Exchange or Nasdaq.         

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5.7  Access to Information and Confidentiality.                       

(1) Prior to the Closing Date, Bowlin will afford to Lamar and its    
officers, employees, accountants, counsel, financial advisors and other         
representatives, reasonable access during normal business hours to its premises,
books and records and will furnish to Lamar (i) a copy of each report, schedule,
registration statement and other documents filed by it during such period       
pursuant to the requirements of federal or state securities laws, and (ii) such 
other information with respect to its business and properties as Lamar          
reasonably requests.                                                            

     (2) The confidentiality obligations of Bowlin and Lamar will continue to be
governed by the Confidentiality Agreement dated September 6, 2000 (the          
"Confidentiality Agreement") by and between Bowlin and Lamar.                   

5.8  Consultation and Reporting.                                      

    (1) During the period from the date of this Agreement to the Closing Date,
Bowlin will confer with Lamar on a regular and frequent basis to report material
operational matters with respect to its business and to report on the general   
status of its ongoing operations. Bowlin will notify Lamar of any unexpected    
emergency or other change in the normal course of its business or in the        
operation of its properties and of any governmental complaints, investigations, 
adjudicatory proceedings, or hearings (or communications indicating that the    
same may be contemplated) and will keep Lamar fully informed of such events and 
permit Lamar's representatives prompt access to all materials prepared by Bowlin
or on its behalf or served on Bowlin in connection therewith.                   

     (2) At least two Business Days prior to Closing, Bowlin will provide Lamar:

        (1) a copy of Bowlin's balance sheet dated the last day of the month
   immediately preceding the month of the Closing, unless the Closing occurs
     prior to the 15th day of any month, in which case the balance sheet will be
dated the last day of the month immediately preceding the month before
  Closing (in either case, the "Pre-Closing Balance Sheet"), along with an
aged accounts receivable report, pre-paid lease amortization schedule,
     copies of notes payable and notes receivable, accounts payable journals and
any other detailed lists supporting such balance sheet;               

     (2) a written statement calculating the Working Capital of Bowlin
after the Spin-Off; and                                               

       (3) a written statement calculating the Bowlin Long-Term Debt after
the Spin-Off.                                                         

5.9  Notification of Changes.                                         

   (1) Bowlin, on the one hand, and Lamar and NewCo, on the other hand, will
promptly notify the other parties of any event that causes any representation or
warranty given by the other parties, respectively, in Articles 3 and 4 to become
untrue.                                                                         

   (2) Bowlin, on the one hand, and Lamar and NewCo, on the other hand, will
each have the right until the Closing to supplement or amend any of the         
Schedules described in Articles 3 or 4 with respect to any matter arising or    
discovered after the date of this Agreement which, if existing or known on the  
date of this Agreement, would have been required to be set forth or described in
such Schedules. For all purposes of this Agreement, including for purposes of   
determining whether the conditions set forth in Article 6 have been fulfilled,  
the Schedules will be deemed to include only that information contained therein 
on the date of this Agreement and will be deemed to exclude all information     
contained in any supplement or amendment thereto, except to the extent that they
reflect an event or condition that would not have a Material Adverse Effect on  
the party making the representation and warranty; provided, however, that if the
Closing will occur, then all matters disclosed pursuant to any such supplement  
or amendment will be deemed included in the Schedules at Closing (without       
necessity of a written waiver or other action on the part of any party) and to  
modify the applicable representations and warranties for all purposes.          

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5.10  Stock Option Plan.  The Board of Directors of Bowlin will, in   
connection with the Merger and the transactions contemplated by this Agreement, 
notify in writing the holders of Bowlin Options issued under the Option Plan of 
their right to exercise their options as to all shares that are subject to      
Bowlin Options. Such notice will be given pursuant to Section 11 of the Option  
Plan at least 30 days prior to the Closing Date.                                

    5.11  Faces to Be Completed.  Bowlin will use its best efforts to complete
the faces on Schedule 5.11 (the "Q3 Faces") prior to the Closing Date.          

   5.12  Fees and Expenses.  If the Merger is consummated, Lamar will pay or
will cause the Surviving Corporation to pay, up to $1,250,000 of Bowlin's       
aggregate costs and expenses associated with the consummation of the Merger and 
the other transactions contemplated by this Agreement, including financial      
advisory fees, a fairness opinion, legal fees and accounting fees (the "Closing 
Costs"). Under the terms of the Contribution Agreement, Bowlin Travel will      
expressly assume the obligation to pay any Closing Costs in excess of           
$1,250,000.                                                                     

 5.13  Affiliate Agreements.  Bowlin shall use all reasonable efforts to
cause each Person identified on Schedule 5.13 and each other Person who is or   
becomes (or may be deemed to be) an affiliate (as that term is used in Rule 145 
under the Securities Act) of Bowlin to execute and deliver to Lamar, prior to   
the date of mailing of the Proxy Statement/Prospectus to Bowlin's stockholders, 
an Affiliate Letter in the form of Exhibit C.                                   

     5.14  Listing.  Lamar shall use its best efforts to cause the Merger Shares
to be approved for listing (subject to notice of issuance) on the Nasdaq        
National Market System.                                                         

5.15  Bowlin 401(k) Plan.                                             

     (1) Within 30 days after the date of this Agreement, Bowlin will deliver to
Lamar for review and approval by Lamar, an amendment (the "401(k) Amendment") to
Bowlin's 401(k) Plan (the "Plan") whereby, in addition to any other provisions  
reasonably requested by Lamar, Bowlin Travel will (i) expressly assume the      
obligation to maintain the Plan as successor employer, (ii) cause the assets    
held in Plan accounts of employees who remain employed by the Surviving         
Corporation to be transferred from the Plan to The Lamar Savings and Profit     
Sharing Plan Trust, (iii) report the transfer of Plan assets to any employees   
and regulatory authorities as required by Applicable Law.                       

(2) Bowlin Travel will execute any and all documents as needed for the
401(k) Amendment to comply with IRS requirements and will provide Lamar with    
copies of any IRS filings.                                                      

 (3) Bowlin Travel will provide a list of all participating employees to
Lamar at Closing.                                                               

5.16  Repair of Faces.  Bowlin will repair each of the Faces listed in
Schedule 3.9(5) to the extent repairs are commercially reasonable, so that, at  
Closing, each Face will be (a) legal and conforming or legal and non-conforming,
(b) available for sale, and (c) standing and in good condition acceptable within
the standards of the outdoor advertising industry.                              

    5.17  Management Agreement.  Bowlin will give Bowlin Travel written notice
at least 31 days prior to the Closing Date that the Agreement for Management    
Services dated August 1, 2000 between Bowlin and Bowlin Travel will be          
terminated effective as of the day prior to the Closing Date.                   

5.18  Contribution Agreement; Spin-Off.                               

    (1) Bowlin will, and will cause Bowlin Travel to, (i) within 15 days after
the date of this Agreement, execute the Contribution Agreement in a form        
reasonably satisfactory to Lamar, and (ii) within 45 days after the date of this
Agreement, complete and provide any schedules and exhibits to the Contribution  
Agreement in forms reasonably satisfactory to Lamar.                            

(2) Bowlin will contribute to Bowlin Travel the assets and liabilities
related to Bowlin's travel center business in accordance with the terms and     
conditions of the Contribution Agreement; provided, however,                    

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that Lamar will have consented to the terms and conditions of the Contribution  
Agreement under Section 5.18(a).                                                

     (3) Bowlin will distribute all of the shares of Bowlin Travel to the Bowlin
stockholders in compliance with Section 78.288 of the Nevada Revised Statutes.  

ARTICLE 6 

CLOSING CONDITIONS

   6.1  Conditions Applicable to all Parties.  The respective obligations of
each party to consummate the transactions contemplated by this Agreement are    
subject to the satisfaction or, where permissible, waiver by such party of the  
following conditions at or prior to the Closing Date:                           

    (1) Bowlin Stockholder Approval.  The Merger will have been duly
 approved by holders of at least a majority of the outstanding shares of
Bowlin Common Stock in accordance with the Law and the Articles of    
Incorporation of Bowlin.                                              

      (2) Registration Statement.  The Registration Statement shall have
   become effective in accordance with the provisions of the Securities Act.
  No stop order suspending the effectiveness of the Registration Statement
     shall have been issued by the SEC and no proceedings for that purpose shall
    have been initiated, or to the Knowledge of Lamar or Bowlin, threatened by
    the SEC. All necessary state securities authorizations (including filings,
   authorizations, orders and approvals, if any, as may be required by state
takeover laws) will have been received and shall be in full force and 
effect.                                                               

  (3) HSR Act.  The waiting periods (and any extensions thereof)
  applicable to the Merger under the HSR Act shall have been terminated or
 shall have expired and no condition will have been imposed on Bowlin or
    Lamar to obtain such termination that would require the divestiture of any
Bowlin or Lamar assets or otherwise have a Material Adverse Effect on 
either party.                                                         

      (4) No Injunctions or Restraints.  No temporary restraining order,
   preliminary or permanent injunction or other order, judgment or decree to
 restrain or prohibit the consummation of the Merger or any of the other
    transactions described in this Agreement shall have been issued and remain
in effect.                                                            

        (5) Litigation.  There shall not have been instituted or pending, or
   threatened, any Proceeding by any Governmental Entity as a result of this
 Agreement or any of the transactions contemplated hereby which, if such
     Governmental Entity were to prevail, would reasonably be expected to have a
Material Adverse Effect on Lamar or the Surviving Corporation.        

    (6) Listing of Merger Shares.  The Merger Shares shall have been
 authorized for listing on the Nasdaq National Market System, subject to
official notice of issuance.                                          

 6.2  Conditions to Lamar's and NewCo's Obligations.  The obligations of
Lamar and NewCo to consummate the transactions contemplated by this Agreement   
are subject to the satisfaction of the following conditions, unless waived in   
writing by Lamar:                                                               

(1) Representations and Warranties.  The representations and
warranties of Bowlin set forth in this Agreement, disregarding all    
   qualifications and exceptions relating to materiality or Material Adverse
 Effect, will be true and correct in all respects as of the date of this
Agreement and as of the Closing Date as though made on and as of the  
Closing Date, except as otherwise contemplated by this Agreement, and 
except where the failure of any representations and warranties,       
     individually or in the aggregate, would not have a Material Adverse Effect.

          (2) Covenants.  Bowlin will have performed or complied in all material
     respects with the obligations and covenants required to be complied with or
performed by it under this Agreement at or prior to the Closing Date. 
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      (3) No Material Adverse Effect.  Since the date of this Agreement,
   there shall not have occurred any Material Adverse Effect with respect to
    Bowlin, and no event shall have occurred or circumstance shall exist that,
    in combination with any other events, could reasonably be expected to have
a Material Adverse Effect on the Bowlin Group.                        

    (4) Consents and Approvals.  All consents and approvals of third
    parties necessary for the consummation of the transactions contemplated by
this Agreement shall have been obtained.                              

          (5) Working Capital.  The Working Capital at Closing shall be not less
than $100,000.                                                        

          (6) Bowlin Long-Term Debt.  The Bowlin Long-Term Debt shall not exceed
$14,500,000.                                                          

        (7) Bowlin Assets.  None of Bowlin's assets will secure any debts or
other obligations of Bowlin Travel.                                   

    (8) Closing Certificate.  Lamar will have received a certificate
executed by the Chief Executive Officer and Chief Financial Officer of
    Bowlin dated the Closing Date, certifying that the conditions specified in
Section 6.2(a) through (g) have been fulfilled.                       

         (9) Q3 Faces.  The Q3 Faces that have been completed prior to Closing
   will be in suitable condition to enable Lamar to use those structures for
 outdoor advertising purposes, and the advertising contracts, Leases and
Permits applicable to the completed Q3 Structures will be in effect.  

   (10) Affiliates Letters.  Lamar shall have received the letters
described in Section 5.13.                                            

        (11) Contribution Agreement; Spin-Off.  The contribution from Bowlin
   to Bowlin Travel of the assets and liabilities related to Bowlin's travel
center business will have been effected under the terms and conditions
   specified in the Contribution Agreement, and Bowlin will have distributed
all of the shares of Bowlin Travel to the Bowlin stockholders.        

      (12) Director and Officer Resignations.  Lamar shall have received
resignations from all of the directors and officers of Bowlin, such   
resignations to be effective as of the Effective Time.                

          (13) Bowlin Travel Agreements.  Bowlin will have terminated any leases
or other agreements between Bowlin and Bowlin Travel other than the   
Contribution Agreement that Lamar requests Bowlin to terminate.       

      (14) Solvency Certificate.  Lamar will have received a certificate
executed by the Chief Executive Officer and Chief Financial Officer of
  Bowlin dated the Closing Date, certifying that each of Bowlin and Bowlin
   Travel was solvent immediately prior to the Spin-Off and remained solvent
from the date of the Spin-Off through the Closing Date.               

       (15) 401(k) Amendment.  Bowlin and Bowlin Travel will have executed
the 401(k) Amendment.                                                 

 6.3  Conditions to Obligations of Bowlin.  The obligations of Bowlin to
consummate the transactions contemplated by this Agreement are subject to the   
satisfaction of the following conditions, unless waived in writing by Bowlin:   

(1) Representations and Warranties.  The representations and
     warranties of Lamar and NewCo set forth in this Agreement, disregarding all
   qualifications and exceptions relating to materiality or Material Adverse
 Effect, will be true and correct in all respects as of the date of this
Agreement and as of the Closing Date as though made on and as of the  
Closing Date, except as otherwise contemplated by this Agreement, and 
except where the failure of any representations and warranties,       
   individually or in the aggregate, would not have Material Adverse Effect.

  (2) Covenants.  Each of Lamar and NewCo will have performed or
complied in all material respects with all obligations and covenants  
    required to be complied with or performed by it under this Agreement at or
prior to the Closing Date.                                            

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      (3) No Material Adverse Effect.  Since the date of this Agreement,
   there shall not have occurred any Material Adverse Effect with respect to
Lamar or NewCo, and no event shall have occurred or circumstance shall
exist that, in combination with any other events, could reasonably be 
expected to have a Material Adverse Effect on Lamar or NewCo.         

    (4) Consents and Approvals.  All consents and approvals of third
    parties necessary for the consummation of the transactions contemplated by
this Agreement shall have been obtained.                              

    (5) Closing Certificate.  The receipt by Bowlin of a certificate
executed by the Chief Executive Officer and Chief Financial Officer of
   Lamar dated the Closing Date, certifying that the conditions specified in
Section 6.3(a) through (d) have been fulfilled.                       

ARTICLE 7 

TERMINATION AND AMENDMENT 

7.1  Termination.  This Agreement may be terminated and the Merger    
contemplated by this Agreement abandoned at any time before the Effective Time, 
whether before or after approval by the Bowlin stockholders as follows:         

         (1) Mutual Consent.  By the mutual consent of the Boards of Directors
of Bowlin and Lamar.                                                  

       (2) Material Breach.  By the Board of Directors of either Bowlin or
Lamar if there has been a material breach by the other of any         
   representation or warranty contained in this Agreement or of any covenant
 contained in this Agreement, which in either case cannot be, or has not
    been, cured within 15 days after written notice of such breach is given to
  the party committing such breach; provided that the right to effect such
 cure will not extend beyond the date set forth in Section 7.1(c) below.

         (3) Abandonment.  By the Board of Directors of either Bowlin or Lamar
 if the Merger has not occurred by March 31, 2001, unless the failure to
     consummate the Merger is attributable to a failure on the part of the party
seeking to terminate this Agreement to perform any material obligation
   required under the terms and provisions of this Agreement to be performed
by it.                                                                

         (4) Government Action.  By the Board of Directors of either Bowlin or
    Lamar if any Governmental Entity shall have issued a final, non-appealable
  order, decree or ruling or taken any other action permanently enjoining,
restraining or otherwise prohibiting the Merger.                      

          (5) Failure to Obtain Required Vote of Bowlin Stockholders.  By either
   Bowlin or Lamar if the Bowlin Special Meeting (including any adjournments
and postponements thereof) shall have been held and completed and this
   Agreement shall not have been adopted by the required affirmative vote of
the Bowlin stockholders at such meeting; provided, however, that (i) a
   party shall not be permitted to terminate this Agreement pursuant to this
Section 7.1(e) if the failure to obtain such stockholder approval is  
     attributable to a failure on the part of such party to perform any material
obligation required to be performed by it at or prior to the Effective
  Time, and (ii) Bowlin shall not be permitted to terminate this Agreement
pursuant to this Section 7.1(e) unless Bowlin shall have made the     
payment(s) required to be made to Lamar pursuant to Section 7.3.      

          (6) Average Closing Share Price.  By the Board of Directors of Bowlin,
if the Average Closing Share Price is below $40.00.                   

     7.2  Effect of Termination.  Upon termination of this Agreement pursuant to
this Article 7, this Agreement will be void and of no effect, other than the    
obligation to pay the Termination Fee referred to in Section 7.3, if applicable,
and will result in no obligation of or liability to any party or their          
respective directors, officers, employees, agents or stockholders, unless such  
termination was the result of an intentional breach of any representation,      
warranty or covenant in this Agreement in which case the party who breached the 
representation, warranty or covenant will be liable to the other party for      
damages.                                                                        

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   7.3  Expenses; Termination Fees.  Except as set forth in this Section 7.3
or Section 5.12, all fees and expenses incurred in connection with this         
Agreement and the transactions contemplated by this Agreement shall be paid by  
the party incurring such expenses, whether or not the Merger is consummated;    
provided, however, that if this Agreement is terminated by Bowlin or Lamar      
pursuant to Section 7.1(e), then Bowlin shall pay to Lamar, in cash at the time 
specified in the next sentence, a nonrefundable fee in the amount equal to      
$580,000 (the "Termination Fee"). In the case of termination of this Agreement  
by Bowlin pursuant to Section 7.1(e), the Termination Fee shall be paid by      
Bowlin prior to the time of such termination; and in the case of termination of 
this Agreement by Lamar pursuant to Section 7.1(e), the fee referred to in the  
preceding sentence shall be paid by Bowlin within two business days after such  
termination.                                                                    

ARTICLE 8 

DEFINED TERMS 

8.1  Definitions.  In addition to the other defined terms used in this
Agreement, the following terms when capitalized have the meanings indicated.    

     "Adverse Claim" has the meaning assigned thereto in Section 8.102(a) of the
Uniform Commercial Code.                                                        

 "Advertising Contracts" means advertising contracts associated with the
Faces.                                                                          

 "Advertising Revenues" means Bowlin's outdoor advertising space revenue
(net of discounts, rebates, tradeouts, commercial sales, paper sales, production
revenue, agency commissions and revenue attributable to the advertising faces   
(i) damaged or in need of repair that are listed in Schedule 3.9(5), and (ii)   
that will be contributed to Bowlin Travel in the Contribution Agreement) under  
the Advertising Contracts.                                                      

    "Affiliate" will have the meaning ascribed by Rule 12b-2 promulgated under
the Exchange Act.                                                               

     "Agreement" means this Agreement and Plan of Merger, including the exhibits
and schedules, as amended or otherwise modified from time to time.              

     "Applicable Law" means any statute, law, rule or any judgment, order, writ,
injunction or decree of any Governmental Entity to which a specified Person or  
its property is subject.                                                        

     "Average Closing Share Price" means the average of the closing sales prices
of a share of Lamar Common Stock as reported on the Nasdaq National Market      
System for the 30 trading days ending on the last trading day immediately prior 
to the Closing Date.                                                            

    "Benefit Arrangement" means any employment, severance or similar contract,
or any other contract, plan, policy or arrangement (whether or not written)     
providing for compensation, bonus, profit-sharing, stock option or other stock  
related rights or other forms of incentive or deferred compensation, vacation   
benefits, insurance coverage (including any self-insured arrangement), health or
medical benefits, disability benefits, severance benefits and post-employment or
retirement benefits (including compensation, pension, health, medical or life   
insurance benefits), other than the Employee Plans, that is maintained,         
administered or contributed to by the employer and covers any employee or former
employee of any member of the Bowlin Group.                                     

"Bowlin Audited Financial Statements" means the audited consolidated  
balance sheets and related consolidated statements of income, retained earnings 
and cash flow, and the related notes thereto of Bowlin for the years ended      
January 31, 1998, 1999 and 2000.                                                

     "Bowlin Financial Statements" means the Bowlin Audited Financial Statements
and the Bowlin Interim Financial Statements.                                    

   "Bowlin Group" means, collectively, Bowlin and its subsidiaries (if any).

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  "Bowlin Interim Financial Statements" means the unaudited balance sheet,
and the related unaudited statements of income, retained earnings and cash flows
of Bowlin for the six-month period ended July 31, 2000.                         

"Bowlin Latest Balance Sheet" means the latest balance sheet of Bowlin
included in the Bowlin Audited Financial Statements.                            

  "Bowlin Long-Term Debt" means Bowlin's long-term debt (excluding current
portions thereof) and any payments on employment contracts and non-competition  
agreements to which Bowlin (or a predecessor in interest of Bowlin) is a party, 
including, without limitation, contingent severance obligations.                

"Bowlin Special Meeting" means the special meeting of the Bowlin      
stockholders for the purpose of approving this Agreement.                       

"Business Day" means any day (other than Saturday or Sunday) on which 
commercial banks in Baton Rouge, Louisiana and Albuquerque, New Mexico are open 
for business.                                                                   

   "Closing" means the consummation of the Merger and the other transactions
contemplated by this Agreement.                                                 

"Closing Date" means the date on which the Closing occurs.            

"Code" means the Internal Revenue Code of 1986, as amended.           

   "Employee Plan" means a plan or arrangement as defined in Section 3(3) of
ERISA, that (a) is subject to any provision of ERISA, (b) is maintained,        
administered or contributed to by any member of the Bowlin Group and (c) covers 
any employee or former employee of any member of the Bowlin Group.              

"ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended, and the rules and regulations promulgated thereunder.                  

   "Exchange Act" means the Securities and Exchange Act of 1934, as amended.

     "GAAP" means accounting principles generally accepted in the United States.

     "Governmental Entity" means any court or tribunal of competent jurisdiction
in any jurisdiction or any public, governmental or regulatory body, agency,     
department, commission, board, bureau or other authority or instrumentality.    

"Knowledge" means, when given to qualify or limit a representation or 
warranty otherwise made by Bowlin or Lamar, respectively, the actual knowledge, 
after reasonable inquiry, of the officers and directors of Bowlin or Lamar,     
respectively.                                                                   

   "Lamar Audited Financial Statements" means the audited balance sheets and
related statements of income, retained earnings and cash flow, and the related  
notes thereto of Lamar for the years ended December 31, 1997, 1998 and 1999.    

   "Lamar Financial Statements" means the Lamar Audited Financial Statements
and the Lamar Interim Financial Statements.                                     

     "Lamar Interim Financial Statements" means the unaudited balance sheet, and
the related unaudited statements of income, retained earnings and cash flows of 
Lamar for the six-month period ended June 30, 2000.                             

"Lamar Latest Balance Sheet" means the latest balance sheet of Lamar  
included in the Lamar Audited Financial Statements.                             

   "Leases" means any (i) ground lease or (ii) office, warehouse or facility
lease (in each of (i) and (ii), whether or not reduced to writing), to which    
Bowlin (or any predecessor in interest of Bowlin) is subject.                   

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  "Lease Expense" means Bowlin's total lease expense for the real property
and structures upon which the Faces are located for the one-month period ended  
December 31, 1999.                                                              

"Liens" means pledges, liens, defects, leases, licenses, equities,    
conditional sales contracts, charges, claims, encumbrances, security interests, 
easements, restrictions, chattel mortgages, mortgages or deeds of trust, of any 
kind or nature whatsoever.                                                      

   "Material Adverse Effect" means any change in, effect on, or circumstance
that, individually or in the aggregate, has had or would reasonably be likely to
have a material and adverse effect on the operations, business, prospects,      
results of operations or financial condition of Lamar on a consolidated basis or
Bowlin.                                                                         

"Material Contract" means any executory contract, agreement or other  
understanding, whether or not reduced to writing, that is not cancellable within
30 days, to which Bowlin or its property is subject, which provides for future  
payments to another Person by the relevant entity or entities of more than      
$50,000 in the aggregate in any calendar year.                                  

"Multiemployer Plan" means a plan or arrangement as defined in Section
4001(a)(3) and 3(37) of ERISA.                                                  

 "Nasdaq" means the National Association of Securities Dealers Automated
Quotation System.                                                               

   "Permitted Liens" means (i) Liens securing Bowlin's credit facility, (ii)
Liens for Taxes not yet due and payable, and (iii) mechanics liens and similar  
Liens incurred in the ordinary course of business that will not, in any case or 
in the aggregate, materially detract from the value of the assets subject       
thereto or cause a Material Adverse Effect with respect to Bowlin.              

"Person" means an individual, firm, corporation, general or limited   
partnership, limited liability company, limited liability partnership, joint    
venture, trust, governmental authority or body, association, unincorporated     
organization or other entity.                                                   

     "Pre-Closing Periods" means all Tax periods ending at or before the Closing
Date and, with respect to any Tax period that includes but does not end at the  
Closing Date, the portion of such period that ends at and includes the Closing  
Date.                                                                           

   "Proceedings" means any suit, action, proceeding, dispute or claim before
or investigation by any Governmental Entity.                                    

    "Proxy Statement/Prospectus" means (a) the proxy statement of Bowlin to be
included in the Registration Statement for the purpose of soliciting proxies    
from the Bowlin stockholders to vote in favor of the adoption of this Agreement 
at the Bowlin Special Meeting, and (b) the prospectus of Lamar to be used for   
the purpose of offering the Lamar Common Stock to be issued to the Bowlin       
stockholders upon consummation of the Merger, together with any accompanying    
letter to stockholders, notice of meeting and form of proxy.                    

"Registration Statement" means the registration statement on Form S-4,
including the Proxy Statement/Prospectus, to be filed by Lamar with the SEC for 
the purpose, among other things, of registering the Lamar Common Stock which    
will be issued to the Bowlin stockholders upon consummation of the Merger.      

"Returns" means all returns, reports, estimates, declarations and     
statements of any nature relating to, or required to be filed in connection     
with, any Taxes, including information returns or reports with respect to backup
withholding and other payments to third parties.                                

"SEC" means the Securities and Exchange Commission.                   

"Securities Act" means the Securities Act of 1933, as amended, and all
rules and regulations promulgated thereunder.                                   

    "Spin-Off" means the series of transactions contemplated by Bowlin whereby
the assets and liabilities of Bowlin directly related to the operation of       
Bowlin's travel centers will be contributed to Bowlin Travel,                   

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and, upon completion and satisfaction of all approvals and other requirements   
from the SEC and all other necessary parties, Bowlin would declare and          
distribute as a dividend to the stockholders of Bowlin, shares of Bowlin Travel 
proportionate to each stockholder's current holdings of common stock in Bowlin. 

    "Spin-Off Date" means the date the shares of Bowlin Travel are distributed
to the shareholders of Bowlin.                                                  

    "Taxes" means any federal, state, local or other taxes (including, without
limitation, income, alternative minimum, franchise, property, sales, use, lease,
excise, premium, payroll, wage, employment or withholding taxes), fees, duties, 
assessments, withholdings or governmental charges of any kind whatsoever        
(including interest, penalties and additions to tax).                           

    "Working Capital" means the consolidated or combined current assets of the
relevant entity less the consolidated or combined current liabilities of Bowlin.

ARTICLE 9 

MISCELLANEOUS 

     9.1  Notices.  All notices under this Agreement must be in writing and will
be deemed to have been given upon receipt of delivery by: (a) personal delivery 
to the designated individual; (b) certified or registered mail, postage prepaid,
return receipt requested; (c) a nationally recognized overnight courier service 
(against a receipt therefor); or (d) facsimile transmission with confirmation of
receipt. All such notices must be addressed as follows or to such other address 
as to which any party hereto may have notified the other in writing:            

If to Lamar, to:                                                                

Lamar Advertising Company                                       
5551 Corporate Boulevard                                        
Baton Rouge, Louisiana 70808                                    
Attn: James R. McIlwain                                         
Facsimile transmission no.: (225) 926-1005                      

With a copy to:                                                                 

Jones, Walker, Waechter, Poitevent Carrere & Denegre, L.L.P.    
Fifth Floor, Four United Plaza                                  
8555 United Plaza Boulevard                                     
Baton Rouge, Louisiana 70809-7000                               
Attn: Brad J. Axelrod                                           
Facsimile transmission no.: (225) 231-3336                      

If to Bowlin, to:                                                               

Bowlin Outdoor Advertising & Travel Centers Incorporated        
150 Louisiana N.E.                                              
Albuquerque, New Mexico 87108                                   
Attn: Michael Bowlin                                            
Facsimile transmission no.: (505) 266-1422                      

With a copy to:                                                                 

Squire, Sanders & Dempsey L.L.P.                                
40 North Central Ave.,                                          
Suite 2700                                                      
Phoenix, AZ 85044                                               
Attn: Christopher D. Johnson                                    
Facsimile transmission no.: (602) 253-8129                      

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 9.2  Headings; Gender.  When a reference is made in this Agreement to a
section, exhibit or schedule, such reference will be to a section, exhibit or   
schedule of this Agreement unless otherwise indicated. The table of contents and
headings contained in this Agreement are for reference purposes only and will   
not affect in any way the meaning or interpretation of this Agreement. All      
personal pronouns used in this Agreement will include the other genders, whether
used in the masculine, feminine or neuter gender, and the singular will include 
the plural and vice versa, whenever and as often as may be appropriate.         

9.3  Entire Agreement; No Third Party Beneficiaries.  This Agreement  
(including the documents, exhibits and instruments referred to herein) (a)      
constitutes the entire agreement and supersedes all prior agreements, and       
understandings and communications, both written and oral, among the parties with
respect to the subject matter hereof, and (b) is not intended to confer upon any
person other than the parties to this Agreement any rights or remedies under    
this Agreement.                                                                 

9.4  Governing Law.  This Agreement will be governed and construed in 
accordance with the laws of the State of Delaware without regard to any         
applicable principles of conflicts of law.                                      

   9.5  Assignment.  Neither this Agreement nor any of the rights, interests
or obligations under it will be assigned by any of the parties to this Agreement
(whether by operation of law or otherwise) without the prior written consent of 
the other parties.                                                              

 9.6  Severability.  If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by reason of any rule of law or 
public policy, all other conditions and provisions of this Agreement will       
nevertheless remain in full force and effect so long as the economic or legal   
substance of the transactions contemplated hereby is not affected in any adverse
manner to any party.                                                            

9.7  Counterparts.  This Agreement may be executed in multiple        
counterparts, each of which will be deemed an original and all of which taken   
together will constitute one and the same document.                             

 9.8  Amendment.  This Agreement may only be amended by an instrument in
writing signed by each of the parties to this Agreement.                        

9.9  Effect of Spin-Off on Certain Bowlin Representations and         
Warranties.  The parties acknowledge and agree that Bowlin has proposed, and    
Lamar has accepted, that Bowlin will not be deemed to be in breach of this      
Agreement by failing to disclose against the representations and warranties set 
forth in Sections 3.11, 3.15, 3.17, 3.19, 3.20(a), 3.23(a) and 3.26 with respect
to any asset, liability, act, event or circumstance relating solely to (i)      
Bowlin's travel center line of business prior to the Spin-Off, and (ii) Bowlin  
Travel after the Spin-Off; provided, however, that to the extent that such      
non-disclosure would cause a failure of the closing condition set forth in      
Section 6.2(a), Lamar shall be entitled to assert such matter as a basis for not
closing the transactions contemplated herein.                                   

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IN WITNESS WHEREOF, the parties to this Agreement have caused it to be
signed by their respective duly authorized officers as of the date first above  
written.                                                                        

                                 LAMAR ADVERTISING COMPANY

                                     By:  /s/ KEVIN P. REILLY, JR.
                                              ----------------------------------
                                  Name: Kevin P. Reilly, Jr.
                                          Title:  President, Chief Executive
               Officer

                                   LAMAR SOUTHWEST ACQUISITION
                   CORPORATION

                                     By:  /s/ KEVIN P. REILLY, JR.
                                              ----------------------------------
                                  Name: Kevin P. Reilly, Jr.
                                          Title:  President, Chief Executive
               Officer

                                    BOWLIN OUTDOOR ADVERTISING &
                                   TRAVEL CENTERS INCORPORATED

                                  By:     /s/ MICHAEL BOWLIN
                                              ----------------------------------
                            Name: Michael Bowlin
                                            Title:  Chairman of the Board, Chief
                                 Executive
                                             Officer and President

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                                                                       EXHIBIT A

CONTRIBUTION AGREEMENT

See Annex B to this proxy statement/prospectus. 

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                                                                       EXHIBIT B

ARTICLES OF MERGER
of
LAMAR SOUTHWEST ACQUISITION CORPORATION 
(A NEVADA CORPORATION)
WITH AND INTO 
BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED
(A NEVADA CORPORATION)

(FILED PURSUANT TO SECTION 92A.200 OF THE NEVADA REVISED STATUTES)

The undersigned corporation, acting pursuant to Section 92A.200 of the
Nevada Revised Statutes, hereby certifies as follows:                           

1. The name and jurisdiction of organization of each constituent      
corporation are as follows:                                                     

                                                                [Download Table]

                                              JURISDICTION OF  
NAME                                            ORGANIZATION   
----                                          ---------------  
                                                               
Lamar Southwest Acquisition Corporation      Nevada corporation
  (the "Merging Corporation")                                  
Bowlin Outdoor Advertising & Travel          Nevada corporation
  Centers, Incorporated (the "Surviving                        
  Corporation")                                                

     2. An Agreement and Plan of Merger dated October 3, 2000 by and among Lamar
Advertising Company, a Delaware corporation, and the Merging Corporation, on the
one hand, and the Surviving Corporation, on the other (the "Merger Agreement"), 
providing for the merger of the Merging Corporation with and into the Surviving 
Corporation (the "Merger"), has been adopted by the Merging Corporation and the 
Surviving Corporation.                                                          

 3. The Merger Agreement was approved by the written consent of the sole
stockholder of the Merging Corporation.                                         

    4. The Merger Agreement was submitted to a vote of the stockholders of the
Surviving Corporation pursuant to Chapter 92A of the Nevada Revised Statutes.   
The stockholders of the Surviving Corporation approved the Merger Agreement,    
with           votes cast,           of which were cast to approve the Merger   
Agreement and           of which were cast against the Merger Agreement.        

5. The Articles of Incorporation of the Surviving Corporation will be 
amended and restated in the form attached to these Articles of Merger as Exhibit
"A" (the "Amended Articles"). The Amended Articles will change the name of the  
Surviving Corporation to Lamar Southwest, Inc.                                  

6. A copy of the Merger Agreement is on file at the principal place of
business of the Surviving Corporation at 5551 Corporate Boulevard, Baton Rouge, 
Louisiana 70808.                                                                

These Articles of Merger have been executed on this      day of       
, 2001 by the Surviving Corporation.                    

                                    BOWLIN OUTDOOR ADVERTISING &
                                   TRAVEL CENTERS INCORPORATED

           By:
                                              ----------------------------------
                     Name:
                      Title:

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                                                                       EXHIBIT C

FORM OF AFFILIATES' LETTER

[Date]

Mr. Keith Istre, Vice President and Chief Financial Officer                     
Lamar Advertising Company                                                       
5551 Corporate Blvd.                                                            
Baton Rouge, LA 70808                                                           

Dear Mr. Istre:                                                                 

 Pursuant to the Agreement and Plan of Merger dated October 3, 2000 (the
"Merger Agreement") by and among Lamar Advertising Company, a Delaware          
corporation ("Lamar"), and Lamar Southwest Acquisition Corporation, a Nevada    
corporation and a wholly owned subsidiary of Lamar ("NewCo"), on the one hand,  
and Bowlin Outdoor Advertising & Travel Centers Incorporated, a Nevada          
corporation ("Bowlin"), I will receive shares of Lamar's Class A Common Stock,  
$.001 par value per share (the "Lamar Stock"). I am aware and acknowledge that  
as a director or executive officer of Bowlin or the beneficial owner of 10% or  
more of the outstanding common stock of Bowlin, I may be deemed an "affiliate"  
of the Company as that term is defined in the Securities Act of 1933, as amended
(the "Securities Act"), and the regulations promulgated under the Securities    
Act.                                                                            

  I understand that, as a result of my status as an affiliate of Bowlin, I
may not resell or otherwise dispose of the shares of Lamar Stock that I acquire 
pursuant to the Merger Agreement (the "Acquired Shares") except in compliance   
with Rule 145 promulgated under the Securities Act.                             

   On the basis of the foregoing, and in consideration of the delivery to me
of the Acquired Shares, I agree that I will not, directly or indirectly, offer, 
sell, transfer, pledge or otherwise alienate, encumber or dispose of any of the 
Acquired Shares in violation of the Securities Act or the rules and regulations 
promulgated under it.                                                           

                         Very truly yours,

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                                                                         ANNEX B

CONTRIBUTION AGREEMENT

  THIS CONTRIBUTION AGREEMENT (this "Agreement") is entered into as of the
1st day of November, 2000 (the "Contribution Date") by and between BOWLIN TRAVEL
CENTERS, INC., a Nevada corporation (the "Company"), and BOWLIN OUTDOOR         
ADVERTISING & TRAVEL CENTERS INCORPORATED, a Nevada corporation ("BOWLIN").     

RECITALS

 A. BOWLIN owns and operates both travel centers and outdoor advertising
displays in the Southwestern United States. Under its travel centers business   
segment, BOWLIN owns or leases and operates fifteen full-service travel centers 
located along interstate highways in Arizona and New Mexico, which offer brand  
name food and gasoline and a variety of Southwestern merchandise to the         
traveling public (the "Travel Centers Business").                               

B. The Company was formed by BOWLIN on August 8, 2000, as a Nevada    
corporation and is a wholly owned subsidiary of BOWLIN.                         

   C. BOWLIN wishes to contribute the Travel Centers Business to the Company
in exchange for which BOWLIN shall receive shares of common stock in the Company
subject to the terms and conditions of this Agreement.                          

D. BOWLIN and the Company intend to treat BOWLIN's contribution of the
Travel Centers Business to the Company as a transfer of assets in return for    
control of the Company in accordance with Section 351 of the Internal Revenue   
Code of 1986, as amended (the "Code").                                          

E. BOWLIN is a party to an Agreement and Plan of Merger by and among  
BOWLIN, Lamar Advertising Company ("Lamar"), and Lamar Southwest Acquisition    
Corporation, dated as of October 3, 2000 (the "Merger Agreement"), pursuant to  
which Lamar Southwest Acquisition Corporation will merge with and into BOWLIN   
(the "Merger").                                                                 

F. Immediately prior to consummation of the Merger, BOWLIN intends to 
distribute its shares of the Company's common stock to BOWLIN's shareholders    
(the "Spin-Off").                                                               

In consideration of the foregoing and the mutual representations,     
warranties, covenants and agreements herein contained, BOWLIN and the Company   
agree as follows:                                                               

    All capitalized terms used herein shall have the meanings ascribed to them
in Appendix A hereto.                                                           

SECTION 1 

CONTRIBUTION OF ASSETS BY BOWLIN

1.1  Contribution of the Assets.                                      

(a) Subject to the terms and conditions of this Agreement, on the     
Contribution Date, BOWLIN hereby assigns, transfers, and delivers to the        
Company, as a contribution, and in an "as is, where is" condition, all of the   
assets, properties, and business of every kind and description, wherever located
whether real, personal, or mixed, tangible or intangible, owned or held, that   
are used primarily in the conduct of the Travel Centers Business by BOWLIN as   
the same shall exist on the Contribution Date                                   

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(collectively, the "Assets"), including without limitation, all assets and      
property shown on the Contributed Business Balance Sheet, and all right, title, 
and interest of BOWLIN in, to, and under:                                       

         (i) The real property listed and described in Schedule 1.1(a)(i) (the
"Real Property");                                                     

       (ii) The outdoor advertising faces and underlying structures listed
and described in Schedule 1.1(a)(ii) (the "Faces");                   

  (iii) The machinery, equipment, furniture, vehicles, and other
 tangible property, other than Inventory (including, without limitation,
maintenance and operating supplies, fuel, and spare parts for such    
machinery and equipment), used primarily in connection with the Travel
Centers Business and listed and described in Schedule 1.1(a)(iii)     
(collectively, the "Equipment");                                      

          (iv) The raw materials, finished goods, work-in-process, supplies, and
     inventories, used or usable primarily in connection with the Travel Centers
Business (collectively, the "Inventory");                             

       (v) Those patents, copyrights, trademarks, trade names, technology,
     know-how, processes, trade secrets, inventions, proprietary data, formulae,
research and development data, computer software programs, and other  
   intangible property, and any applications for the same, used primarily in
 the Travel Centers Business (and the use of and any right in and to the
name "BOWLIN") and described in Schedule 1.1(a)(v) and all goodwill   
 associated with such intangible property (collectively, the "Intangible
Property");                                                           

        (vi) The leases of certain real property used or usable primarily in
connection with the Travel Centers Business described in Schedule     
1.1(a)(vi), together with all fixtures, office equipment, furnishings,
furniture, and other tangible property located at such property and   
(collectively, the "Leased Property");                                

       (vii) All of BOWLIN's rights, claims, credits, causes of action, or
  rights of setoff against third parties relating solely to the Assets and
  the Travel Centers Business, including, without limitation, unliquidated
rights under manufacturers' and vendors' warranties (collectively,    
"Claims");                                                            

   (viii) Those contracts, agreements, leases, licenses, and other
instruments, arrangements and commitments being assumed by the Company
pursuant to Section 1.3 of this Agreement (collectively, "Rights");   

       (ix) All certificates of occupancy and other transferable licenses,
permits, registrations, authorizations, use agreements, orders, or    
  approvals of governmental or quasi-governmental agencies and authorities
   (whether federal, state, local, municipal, or foreign) or private parties
  relating solely to the construction, use, operation, or enjoyment of the
Travel Centers Business (collectively, "Permits");                    

        (x) All accounts receivable arising out of sales in the ordinary and
   usual course of the operation of the Travel Centers Business prior to the
   close of business on the Contribution Date (collectively, "Receivables");

 (xi) All transferable bonds or deposits made by BOWLIN or its
predecessors in title (or its agents) with any governmental agency or 
     authority or with any utility company or third party relating solely to the
construction, use, operation, or enjoyment of the Assets;             

     (xii) All prepaid rentals and other prepaid expenses for goods or
services arising from payments made by BOWLIN prior to the close of   
   business on the Contribution Date in the ordinary and usual course of the
    operation of the Travel Centers Business and related solely to the Assets;

        (xiii) Originals or copies of all books, records, files, and papers,
whether in hard copy or computer format, used in the Travel Centers   
  Business, including without limitation, engineering information, manuals
and data, sales and advertising materials, sales and purchase         
  correspondence, lists of present and former suppliers, and personnel and
  employment records and, with respect to information relating to any Tax,
only information that is necessary for the preparation of Tax returns 

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     to be filed by the Company after the Contribution Date or the determination
of the tax basis of the Assets (collectively, "Files and Records");   

    (xiv) All lists of present, and, to the extent available, future
  customers of the Travel Center Business and goodwill associated with the
Assets; and                                                           

      (xv) All cash and other monetary assets attributable solely to the
  Travel Center Business and all bank accounts listed on Schedule 1.1(xv).

  1.2  Conveyance Instruments.  In order to effectuate the contribution of
the Assets and the assumption of the Assumed Liabilities by the Company, BOWLIN 
and the Company have, or will hereafter, execute and deliver, or cause to be    
executed and delivered, all such documents or instruments of assignment,        
transfer, or conveyance, in each case dated as of the Contribution Date         
(collectively, the "Conveyance Instruments"), necessary or appropriate to vest  
in or confirm title to the Assets to the Company.                               

1.3  Assumed Liabilities.  Subject to the terms and conditions of this
Agreement and in reliance on the representations, warranties, covenants and     
agreements of the parties contained herein, the Company hereby assumes and      
agrees to pay, perform, discharge and fulfill the following liabilities and     
obligations (collectively, the "Assumed Liabilities"):                          

         (i) all of the liabilities and obligations set forth on Schedule 1.3,
and                                                                   

  (ii) any and all liabilities and obligations, whether known or
unknown, absolute or contingent, arising before, on or after the      
     Contribution Date and directly relating to (A) any of the Assets or (B) any
  act, event or occurrence involving the ownership or use of the Assets or
     the conduct of the Travel Centers Business by either BOWLIN or the Company.

     1.4  Excluded Liabilities.  Notwithstanding any provision of this Agreement
or any Conveyance Instrument to the contrary, the Company is assuming only the  
Assumed Liabilities and is not assuming any other liability or obligation of    
BOWLIN (or any predecessor owner of all or part of its business and assets) of  
whatever nature whether presently in existence or arising hereafter, and all    
such other liabilities and obligations shall be retained by and remain          
liabilities of BOWLIN (all of such liabilities and obligations not being assumed
hereinafter referred to as the "Excluded Liabilities").                         

SECTION 2 

EVENTS OCCURRING ON THE CONTRIBUTION DATE 

2.1  Deliveries by Bowlin and the Company.  Contemporaneously with the
execution hereof, and subject to Section 4.1(a), each of BOWLIN and the Company 
has duly executed and delivered to the other the following:                     

    (a) The Conveyance Instruments to effect the contribution of the
    Assets to the Company and the assumption of the Assumed Liabilities by the
Company;                                                              

         (b) A copy of the resolutions of its Board of Directors, certified by
    its Secretary, authorizing or ratifying its execution and delivery of this
     Agreement, and the consummation of the transactions contemplated hereby and
thereby;                                                              

      (c) A copy of its Articles of Incorporation certified as of a date
     within five (5) days of the Contribution Date by the Secretary of State (or
equivalent official) of Nevada;                                       

          (d) A certificate from the Secretary of State (or equivalent official)
   of Nevada as to its good standing in Nevada certified as of a date within
five (5) days of the Contribution Date; and                           

   (e) The executed counterpart copies of all consents, approvals,
authorizations, and Permits, if any, from third parties referred to in
Section 4.1(a) hereof.                                                

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   2.2  Effect of Contributions.  In exchange for the transfer of the Assets
to, and assumption of the Assumed Liabilities by, the Company, BOWLIN shall     
receive 4,582,848 shares of the common stock of the Company (equal to the total 
number of outstanding shares of common stock of Bowlin, on the Contribution     
Date).                                                                          

SECTION 3 

REPRESENTATIONS AND WARRANTIES

3.1  Representations and Warranties of Bowlin                         

     (a) Organization.  BOWLIN is a corporation which is duly organized, validly
existing, and in good standing under the laws of Nevada, with the corporate     
power and authority to own, lease, and operate its properties and to carry on   
its business as now being conducted. The copies of the Articles of Incorporation
and all amendments thereto of BOWLIN, as certified by the Secretary of State (or
equivalent official) of Nevada, and the Bylaws, as amended to date, of BOWLIN,  
as certified by its Secretary and delivered to the Company, are true, complete, 
and correct copies of the Articles of Incorporation and Bylaws, as amended and  
presently in effect, of BOWLIN.                                                 

     (b) Authority.  BOWLIN has the corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.  
The execution and delivery by BOWLIN of this Agreement, and the consummation of 
the transactions contemplated hereby, have been duly authorized by the Board of 
Directors of BOWLIN; no other corporate proceedings on the part of BOWLIN or any
other person or entity, whether pursuant to the Articles of Incorporation or    
Bylaws of BOWLIN or by law or otherwise, are necessary to authorize BOWLIN to   
enter into this Agreement or to consummate the transactions contemplated hereby;
and this Agreement is the legal, valid, and binding obligation of BOWLIN.       

(c) No Violations.  Neither the execution nor the delivery of this    
Agreement nor the consummation of the transactions contemplated hereby:         

(i) Requires any filing or registration with, or consent,   
authorization, approval, or permit of, any governmental or regulatory 
authority on the part of BOWLIN;                                      

  (ii) Violates or will violate (A) any order, writ, injunction,
judgment, decree, or award of any court or governmental or regulatory 
    authority, or (B) to the knowledge of BOWLIN, violates or will violate any
   law of any governmental or regulatory authority to which BOWLIN or any of
its properties or assets are subject;                                 

      (iii) Violates or will violate, or conflicts with or will conflict
 with, any provision of, or constitutes a default under, the Articles of
Incorporation or Bylaws of BOWLIN; or                                 

        (iv) Except as set forth on Schedule 3.1(c), violates or breaches or
   constitutes a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, or give rise to a right to   
terminate, any mortgage, contract, agreement, deed of trust, license, 
lease, or other instrument, arrangement, commitment, obligation,      
    understanding, or restriction of any kind to which BOWLIN is a party or by
   which its properties may be bound, or (ii) will cause, or give any person
    grounds to cause, to be accelerated (with notice or lapse of time or both)
  the maturity of, or will increase, any liability or obligation of BOWLIN
     which violation, breach, default, liability, or obligation, individually or
in the aggregate, is or would be material to the business or financial
condition of BOWLIN or the Travel Centers Business taken as a whole.  

3.2  Representation and Warranties of the Company                     

  (a) Organization.  The Company is a corporation which is duly organized,
validly existing, and in good standing under the laws of Nevada, with the       
corporate power and authority to own, lease, and operate its properties and to  
carry on its business as now being conducted. The copies of the Articles of     

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Incorporation and all amendments thereto of the Company, as certified by the    
Secretary of State (or equivalent official) of Nevada, and the Bylaws, as       
amended to date, of the Company, as certified by its Secretary and delivered to 
the Company, are true, complete, and correct copies of the Articles of          
Incorporation and Bylaws, as amended and presently in effect, of the Company.   

(b) Authority.  The Company has the corporate power and authority to  
execute and deliver this Agreement and to consummate the transactions           
contemplated hereby. The execution and delivery by the Company of this          
Agreement, and the consummation of the transactions contemplated hereby, have   
been duly authorized by the Board of Directors of the Company; no other         
corporate proceedings on the part of the Company or any other person or entity, 
whether pursuant to the Articles of Incorporation or Bylaws of the Company or by
law or otherwise, are necessary to authorize the Company to enter into this     
Agreement or to consummate the transactions contemplated hereby; and this       
Agreement is the legal, valid, and binding obligation of the Company.           

(c) No Violations.  Neither the execution nor the delivery of this    
Agreement nor the consummation of the transactions contemplated hereby:         

(i) Requires any filing or registration with, or consent,   
authorization, approval, or permit of, any governmental or regulatory 
authority on the part of the Company;                                 

  (ii) Violates or will violate (A) any order, writ, injunction,
judgment, decree, or award of any court or governmental or regulatory 
     authority, or (B) to the knowledge of the Company, violates or will violate
     any law of any governmental or regulatory authority to which the Company or
any of its properties or assets are subject;                          

      (iii) Violates or will violate, or conflicts with or will conflict
 with, any provision of, or constitutes a default under, the Articles of
Incorporation or Bylaws of the Company; or                            

        (iv) Except as set forth on Schedule 3.2(c), violates or breaches or
   constitutes a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, or give rise to a right to   
terminate, any mortgage, contract, agreement, deed of trust, license, 
lease, or other instrument, arrangement, commitment, obligation,      
   understanding, or restriction of any kind to which the Company is a party
  or by which its properties may be bound, or (ii) will cause, or give any
     person grounds to cause, to be accelerated (with notice or lapse of time or
     both) the maturity of, or will increase, any liability or obligation of the
Company which violation, breach, default, liability, or obligation,   
   individually or in the aggregate, is or would be material to the business
    or financial condition of the Company or the Travel Centers Business taken
as a whole.                                                           

SECTION 4 

COVENANTS OF THE PARTIES

4.1  Consents, Permits, Etc.                                          

  (a) BOWLIN (i) has maintained in full force and effect and renewed, when
required, all Permits, and (ii) has obtained, or will obtain at the earliest    
practicable date hereafter, all consents, approvals, governmental filings,      
authorizations, and Permits necessary for (A) the consummation of the           
transactions contemplated by this Agreement, and (B) the continued conduct of   
the Travel Centers Business by the Company after the Contribution Date as it is 
presently conducted by BOWLIN, and delivers herewith, or will deliver when      
obtained hereafter, to the Company copies of each such consent, approval,       
governmental filing, authorization, and Permit.                                 

   (b) To the extent that any of the contracts, leases, agreements, Permits,
plans, commitments, purchase orders, or other binding arrangements relating to  
the Assets cannot be assumed by or assigned to the Company without the consent  
of another party, and such consent has not been obtained as of the Contribution 
Date, each of the parties hereto agrees to cooperate with the other to obtain   
such consents.                                                                  

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BOWLIN will promptly pay to the Company when received all monies received by    
BOWLIN under any such agreements.                                               

4.2  Employee Matters.                                                

(a) Schedule 4.2 sets forth a list of the name, title, current annual 
compensation rate (including bonus and commissions) of each employee engaged    
primarily in the operation of the Bowlin Travel Centers Business (the "Travel   
Centers Business Employees") as well as any employment, consulting, employee    
confidentiality or similar agreements of each Travel Centers Business Employee. 

(b) The Company shall offer employment with the Company to each of the
Travel Centers Business Employees on the same terms and conditions of employment
as they currently enjoy under Bowlin. All such Travel Centers Business Employees
who are offered employment by the Company and who accept such employment shall  
be collectively referred to as the "Transferred Employees."                     

(c) Except as specifically provided for in this Agreement, the Company
covenants and agrees to assume all responsibility and liability with respect to 
the accrued benefits (including any claims with respect to any medical benefits 
that were incurred but not reported prior to the Contribution Date) of the      
Travel Centers Business Employees (including any beneficiary or dependent       
thereof) under BOWLIN employee welfare benefit plans, employee pension benefit  
plans, and employee fringe benefit arrangements and any other liabilities or    
obligations relating to BOWLIN employee benefits or compensation (including     
accrued vacation and sick pay, if any), for periods ending on or prior to the   
Contribution Date.                                                              

 (d) On the Contribution Date, BOWLIN and the Company will enter into an
amendment (the "401(k) Amendment") to BOWLIN's 401(k) Plan (the "Plan") whereby 
the Company will (i) expressly assume the obligation to maintain the Plan as    
successor employer, (ii) as soon as practicable after the closing of the Merger,
cause the assets held in the Plan accounts of employees who remain employed by  
BOWLIN to be transferred from the Plan to The Lamar Savings and Profit Sharing  
Plan Trust, (iii) report the transfer of Plan assets to any employees and       
regulatory authorities as required by Applicable Law. The Company will execute  
any and all documents as needed for the 401(k) Amendment to comply with IRS     
requirements and will provide BOWLIN with copies of any IRS filings. The Company
will provide a list of all participating employees to BOWLIN at Closing.        
Contemporaneously with the closing of the Merger, BOWLIN will execute and       
deliver a participation termination to the administrator of the Plan terminating
its participation in the Plan.                                                  

SECTION 5 

SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

 5.1  Survival.  The representations, and warranties of BOWLIN contained
herein or in any certificate or other writing delivered pursuant hereto or in   
connection herewith will not survive the Closing. The representations,          
warranties and covenants of the Company contained herein and the obligations of 
the Company arising under this Section 5, will survive indefinitely.            

  5.2  Indemnification by the Company.  (a) The Company and its successors
and assigns, jointly and severally, hereby agree to indemnify and hold harmless 
BOWLIN, and upon consummation of the Merger, Lamar, and each of BOWLIN's and    
Lamar's directors, officers, shareholders, employees, Affiliates, successors and
assigns (each a "BOWLIN Indemnitee") and will reimburse the Bowlin Indemnitees  
for, from and against:                                                          

    (a) any and all losses, liabilities, claims, demands, penalties,
  fines, settlements, damages, or expenses (including, without limitation,
interest, penalties, costs of preparation and investigation, and the  
   reasonable fees, disbursements and expenses of attorneys, accountants and
professional advisors) (collectively, "Losses") incurred by any of the
Bowlin Indemnitees:                                                   

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          (i) arising under federal, state or local environmental laws and
      arising out of or in connection with the Travel Center Business or the
   ownership or operation of any of the Assets or Assumed Liabilities;

            (ii) resulting from any labor or employment dispute arising out of
    or in connection with the operation of the Travel Center Business or
otherwise involving a Travel Centers Business Employee; and     

        (iii) any attempt (whether or not successful) by any Person to
     cause or require Bowlin to discharge or pay any Assumed Liability, or
otherwise arising out of or relating to any Assumed Liability.  

  (b) any and all tax liabilities for which the Company provides
 indemnification to BOWLIN as set forth in the Tax Agreement between the
 Company and BOWLIN, dated as of the date of this Agreement and attached
hereto as Exhibit A.                                                  

5.3  Control of Litigation.                                           

  (a) The BOWLIN Indemnitees agree to give prompt notice to the Company of
the assertion of any third party claim, or the commencement of any third party  
suit, action, or proceeding in respect of which indemnity may be sought under   
Section 5.2 of this Agreement and of any Loss which any such Indemnitee deems to
be reimbursable under Section 5.2 of this Agreement (specifying with reasonable 
particularity the basis therefore) and will give the Company such information   
with respect thereto as the Company may reasonably request; provided, however,  
that the failure to give such notice by the Indemnitee shall not abrogate       
Indemnitee's rights hereunder unless such failure materially impairs the rights 
or ability of the Company to defend the suit, action or proceeding or to        
otherwise provide indemnification to the Indemnitee. The Company may, at its own
expense, participate in and, upon notice to such Indemnitee, assume the defense 
of any such suit, action or proceeding, provided that the Company's counsel is  
reasonably satisfactory to such Indemnitee. The Company shall thereafter consult
with such Indemnitee upon such Indemnitee's reasonable request for such         
consultation from time to time with respect to such suit, action, or proceeding,
and the Company shall not, without such Indemnitee's consent, which consent     
shall not be unreasonably withheld, settle or compromise any such suit, action  
or claim. If the Company assumes such defense, such Indemnitees shall have the  
right (but not the duty) to participate in the defense thereof and to employ    
counsel, at their own expense, separate from the counsel employed by the        
Company. In the event that the Company, within ten days after the notice of any 
such action or claim, does not assume the defense thereof, the Indemnitee will  
have the right to undertake the defense, compromise or settlement of any action,
claim or proceeding for the account of the Company. For any period during which 
the Company has not assumed the defense thereof, the Company shall be liable for
the fees and expenses of counsel employed by any Indemnitee. If the Indemnitees 
conduct the defense thereof, the Indemnitees shall consult with the Company upon
the Company's reasonable request for such consultation with respect to such     
suit, action or proceeding and the Indemnitees shall not, without the Company's 
consent, which consent shall not be unreasonably withheld, settle or compromise 
any such suit, action or claim. Whether or not the Company chooses to defend or 
prosecute any claim, all of the parties hereto shall cooperate in the defense or
prosecution thereof.                                                            

   (b) The Company shall not be liable under Section 5.2 hereof with respect
to any Loss resulting from a claim or demand the defense of which the Company   
was not offered the opportunity to assume to the extent the Company's liability 
under Section 5.2 hereof is materially prejudiced as a result thereof. No       
investigation by any BOWLIN Indemnitee or BOWLIN Indemnitee Affiliate prior to  
the Contribution Date shall relieve the Company of any liability hereunder.     

     5.4  Transfer Taxes.  The Company shall pay, or cause to be paid, all Taxes
or recording fees imposed on any transfers by BOWLIN of real property and       
tangible and intangible personal property, including without limitation         
Intellectual Property, applicable to the transfers of the Assets contemplated by
this Agreement and all sales and use Taxes applicable to transfers by BOWLIN of 
the Assets contemplated by this Agreement.                                      
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SECTION 6 

ARBITRATION 

    If any dispute arises out of this Agreement, the Company and BOWLIN shall,
upon the request of either party, attend a meeting in Baton Rouge, Louisiana    
(or, if the Merger has not been consummated, in Albuquerque, New Mexico) to     
attempt a resolution of the dispute. If the Company and BOWLIN fail to resolve  
all differences at the end of the meeting, they will jointly request the        
American Arbitration Association to appoint an arbitrator in Baton Rouge,       
Louisiana (or, if the Merger has not been consummated, in Albuquerque, New      
Mexico) to settle the dispute in accordance with the Commercial Arbitration     
Rules of the American Arbitration Association then in effect. If either party   
fails to join in making a joint request for arbitration, then the other party   
may make the request unilaterally after giving ten days notice to the party     
refusing to join in the request for arbitration. The award rendered by the      
arbitrator(s) shall be final and judgment upon the award rendered by the        
arbitrator(s) may be entered upon it in any court having jurisdiction thereof.  
The arbitrator(s) shall possess the powers to issue mandatory orders and        
restraining orders in connection with such arbitration. The expenses of the     
arbitration shall be borne by the losing party unless otherwise allocated by the
arbitrator(s); provided, however, that if the dispute is resolved by agreement  
of the Company and BOWLIN following the designation of an arbitrator, the       
Company and BOWLIN each will pay one-half of any costs and expenses of the      
arbitrator already designated. The agreement to arbitrate shall be specifically 
enforceable under the prevailing arbitration law. During the continuance of any 
arbitration proceedings, the parties shall continue to perform their respective 
obligations under this Agreement.                                               

SECTION 7 

MISCELLANEOUS PROVISIONS

   7.1  Amendment and Modification.  This Agreement may be amended, modified
or supplemented only by written agreement of the parties hereto.                

     7.2  Waiver of Compliance; Consents.  Any failure of a party to comply with
any obligation, covenant, agreement or condition herein may be waived by the    
other party; provided, however, that any such waiver may be made only by a      
written instrument signed by the party granting such waiver, but such waiver or 
failure to insist upon strict compliance with such obligation, covenant,        
agreement or condition shall not operate as a waiver of, or estoppel with       
respect to, any subsequent or other failure. Whenever this Agreement requests or
permits consent by or on behalf of any party hereto, such consent shall be given
in writing in a manner consistent with the requirements for a waiver of         
compliance as set forth in this Section 7.2, with appropriate notice in         
accordance with Section 7.7 of this Agreement.                                  

    7.3  Assignment.  This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Any party may assign any of its rights        
hereunder but only with the consent of the other party hereto, which consent    
shall not be unreasonably withheld, but no such assignment shall relieve it of  
its obligations hereunder. Nothing in this Agreement, expressed or implied, is  
intended or shall be construed to confer upon any person other than the parties,
any successors and permitted assigns, any rights, remedy, or claim under or by  
reason of this Agreement or any provisions herein contained.                    

  7.4  Further Assurances.  From time to time, at the request of BOWLIN or
the Company and without further consideration, each party, at its own expense,  
will execute and deliver such other documents, and take such other action, as   
BOWLIN or the Company may reasonably request in order to consummate more        
effectively the transactions contemplated hereby. BOWLIN hereby constitutes and 
appoints, effective as of the Contribution Date, the Company and its successors 
and permitted assigns as the true and lawful attorney of BOWLIN with full power 
of substitution in the name of the Company or in the name of BOWLIN, but for the
benefit of the Company, to collect for the account of the Company any items of  
Assets and to institute and prosecute all proceedings which the Company may in  
its reasonable discretion deem proper in order to assert or enforce any right,  
title or interest in, to or under                                               
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the Assets, and to defend or compromise any and all actions, suits, or          
proceedings in respect of the Assets. The Company shall be entitled to retain   
for its own account any amounts collected pursuant to the foregoing powers,     
including any amounts payable as interest in respect thereof. The Company shall,
in each instance, give notice to BOWLIN of its exercise of the power of attorney
granted to it under this Section 7.4.                                           

   7.5  Governing Law.  This Agreement shall be governed by and construed in
accordance with the Laws of the State of New Mexico (without regard to its      
conflicts of law doctrines).                                                    

7.6  Counterparts.  This Agreement may be executed in two or more     
counterparts, each of which shall be deemed an original, but all of which       
together shall constitute one and the same instrument and shall become a binding
Agreement when one or more of the counterparts have been signed by each of the  
parties and delivered to the other party.                                       

   7.7  Notices.  All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered by hand or     
mailed by registered or certified mail (return receipt requested) to the parties
at the following addresses (or at such other address for a party as shall be    
specified by like notice):                                                      

Prior to the Merger                                                   

If to BOWLIN:         BOWLIN Outdoor Advertising & Travel Centers, Incorporated 
150 Louisiana NE                    
Albuquerque, NM 87108               
Attention: President                

with a copy to:       Squire, Sanders & Dempsey L.L.P.                          
40 North Central Avenue, Suite 2700 
Phoenix, Arizona 85004              
Attention: Christopher Johnson      

After the Merger                                                                

If to BOWLIN          Lamar Advertising Company                                 
5551 Corporate Boulevard            
Baton Rouge, Louisiana 70808        
Attn: James R. McIlwain             
      Facsimile transmission no.: (225) 926-1005

With a copy to:       Jones, Walker, Waechter, Poitevent Carrere & Denegre,     
L.L.P.                          
Fifth Floor, Four United Plaza      
8555 United Plaza Boulevard         
Baton Rouge, Louisiana 70809-7000   
Attn: Brad J. Axelrod               

If to the Company:    Bowlin Travel Centers, Inc.                               
150 Louisiana NE                    
Albuquerque, NM 87108               
Attention: President                

with a copy to:       Squire, Sanders & Dempsey L.L.P.                          
40 North Central Avenue, Suite 2700 
Phoenix, Arizona 85004              
Attention: Christopher Johnson      

7.8  Specific Performance.  Each of the parties acknowledge that money
damages would not be a sufficient remedy for any breach of this Agreement and   
that irreparable harm would result if this Agreement were not specifically      
enforced. Therefore, the rights and obligations of the parties under this       
Agreement shall be enforceable by a decree of specific performance issued by any
court of competent                                                              
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jurisdiction, and appropriate injunctive relief may be applied for and granted  
in connection therewith. A party's right to specific performance shall be in    
addition to all other legal or equitable remedies available to such party.      

7.9  Headings.  The article and section headings contained in this    
Agreement are for reference purposes only and shall not affect in any way the   
meaning or interpretation of this Agreement.                                    

7.10  Entire Agreement.  This Agreement, the Tax Agreement, and the   
exhibits, schedules and other documents and instruments referred to herein and  
therein, embody the entire agreement and understanding of the parties hereto in 
respect of the subject matter contained herein and therein. This Agreement      
supersedes all prior agreements and understandings between the parties with     
respect to such subject matter.                                                 

7.11  Severability.  If any one or more provisions contained in this  
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement, but this Agreement shall be construed as 
if such invalid, illegal or unenforceable provision had never been contained    
herein.                                                                         

7.12  Exhibits.  All Exhibits and Schedules attached hereto are hereby
incorporated in and made a part as if set forth in full herein.                 

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.                                        

                                           BOWLIN OUTDOOR ADVERTISING & TRAVEL
                              CENTERS, INCORPORATED,
                            a Nevada corporation

                                         /s/ MICHAEL L. BOWLIN
                                            ------------------------------------
                               By:   Michael L. Bowlin
                                            Title: President and Chief Executive
               Officer

                                    BOWLIN TRAVEL CENTERS, INC.,
                            a Nevada corporation

                                         /s/ MICHAEL L. BOWLIN
                                            ------------------------------------
                             By: Michael L. Bowlin
                                          Its: President and Chief Executive
               Officer

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                                                                      APPENDIX A

DEFINITIONS 

   For the purpose of this Agreement, the following terms have the following
meanings:                                                                       

"Affiliate" means, with respect to any person, any person directly or 
indirectly controlling, controlled by, or under common control with such other  
person .                                                                        

     "Assets" has the meaning ascribed to it in Section 1.1(a) of the Agreement.

    "Assumed Liabilities" has the meaning ascribed to it in Section 1.3 of the
Agreement.                                                                      

    "Claims" means all rights, claims, credits, causes of action, or rights of
setoff against third parties relating solely to the Assets, including, without  
limitation, unliquidated rights under manufacturers' and vendors' warranties and
the Travel Centers Business.                                                    

"Code" means the Internal Revenue Code of 1986, as amended.           

   "Contribution Date" means the date on which BOWLIN contributes the Assets
to the Company and the Company assumes the Assumed Liabilities under the        
Agreement.                                                                      

 "Contributed Business Balance Sheet" means the balance sheet of BOWLIN,
setting forth the assets, liabilities and shareholder's equity of the Travel    
Centers Business, dated as of the Contribution Date.                            

    "Conveyance Instruments" means all documents or instruments of assignment,
transfer, or conveyance, in each case dated as of the Contribution Date as the  
parties and their respective counsel shall reasonably deem necessary or         
appropriate to vest in or confirm title to the Assets to the Company.           

    "Equipment" means the machinery, equipment, furniture, vehicles, and other
tangible property (including, without limitation, maintenance and operating     
supplies, fuel, and spare parts for such machinery and equipment) used in       
connection with the Travel Centers Business.                                    

    "Excluded Liabilities" means all liabilities and obligations of BOWLIN (or
any predecessor owner of all or part of its business and assets) of whatever    
nature whether presently in existence or arising after the Contribution date,   
that are not Assumed Liabilities.                                               

     "Faces" means the outdoor advertising faces and underlying structures owned
or leased by BOWLIN on the Contribution Date and used solely in the Travel      
Centers Business.                                                               

     "Files and Records" means originals or copies of all books, records, files,
and papers, whether in hard copy or computer format, used in the Travel Centers 
Business, including without limitation, engineering information, manuals and    
data, sales and advertising materials, sales and purchase correspondence, lists 
of present and former suppliers, and personnel and employment records and, with 
respect to information relating to any Tax, only information that is necessary  
for the preparation of Tax returns to be filed by the Company after the         
Contribution Date or the determination of the tax basis of the Assets.          

"Indemnitor" means the Company, as obligated pursuant to Section 5.2. 

  "Intangible Property" means those patents, copyrights, trademarks, trade
names, technology, know-how, processes, trade secrets, inventions, proprietary  
data, formulae, research and development data, computer software programs, and  
other intangible property, and any applications for the same, used primarily in 
the Travel Centers Business (including use of and any right in and to the name  
"BOWLIN") and all goodwill associated with such intangible property.            

"Inventory" means the raw materials, finished goods, work-in-process, 
supplies, and inventories, with respect to the Travel Centers Business.         

   "Leased Property" means real property leased by BOWLIN and used primarily
in the Travel Centers Business, together with all fixtures, office equipment,   
furnishings, furniture, and other tangible property located at such property.   

"Leases" means all leases for the Leased Properties.                  

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"Merger Agreement" means the Agreement and Plan of Merger by and among
BOWLIN, Lamar Advertising Company, and Lamar Southwest Acquisition Corporation, 
dated as of October 3, 2000.                                                    

"Permits" means all certificates of occupancy and other transferable  
licenses, permits, registrations, authorizations, use agreements, orders, or    
approvals of governmental or quasi-governmental agencies and authorities        
(whether federal, state, local, municipal, or foreign) or private parties       
relating solely to the construction, use, operation, or enjoyment of the Travel 
Centers Business.                                                               

 "Person" or "person" means an individual, firm, corporation, general or
limited partnership, limited liability company, limited liability partnership,  
joint venture, trust, governmental authority or body, association,              
unincorporated organization or other entity.                                    

  "Real Property" means the 15 travel centers owned by BOWLIN and the real
property listed and described in Schedule 1.1(a)(i)                             

 "Receivables" means all accounts receivable arising out of sales in the
ordinary and usual course of the operation of the Travel Centers Business prior 
to the close of business on the Contribution Date.                              

 "Rights" means those contracts, agreements, leases, licenses, and other
instruments, arrangements and commitments being assumed by the Company with     
respect to the Assets pursuant to Section 1.3 of this Agreement.                

    "Spin-Off" means the distribution by BOWLIN of its shares of the Company's
common stock to the shareholders of BOWLIN.                                     

  "Tax" means (i) any net income, alternative or add-on minimum tax, gross
income, gross receipts, sales, use, ad valorem, franchise, capital, paid-up     
capital, profits, greenmail, license, withholding, payroll, employment, excise, 
severance, stamp, occupation, premium, property, environmental or windfall      
profit tax, custom, duty, or other tax, governmental fee, or other like         
assessment or charge of any kind whatsoever, together with any interest or any  
penalty, addition to tax, or additional amount imposed by any governmental      
authority responsible for the imposition of any such tax (domestic or foreign), 
and (ii) liability for the payment of any amounts of the type described in (i)  
as a result of any express obligations to indemnify any other person.           

    "Tax Return" i.e. means any return, declaration, report, claim for refund,
or information return or statement relating to any Tax, including any schedule  
or attachment thereto, and including any amendment thereof.                     

   "Travel Centers Business Employees" means each employee engaged primarily
in the operation of the Bowlin Travel Centers Business and set forth on Schedule
4.2.                                                                            

     "Transferred Employees" means all Travel Centers Business Employees who are
offered employment by the Company and who accept such employment.               

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                                                                       EXHIBIT A

TAX SHARING AND DISAFFILIATION AGREEMENT

   TAX SHARING AND DISAFFILIATION AGREEMENT dated as of November 1, 2000, by
and between BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS, INC., a Nevada         
corporation ("Bowlin"), and BOWLIN TRAVEL CENTERS, INC., a Nevada corporation   
("Travel Centers").                                                             

RECITALS

   A. Pursuant to the Contribution Agreement dated as of the date hereof, by
and between Bowlin and Travel Centers (the "Contribution Agreement"), Bowlin has
contributed to Travel Centers the assets used in the Travel Centers Business and
Travel Centers has assumed the Assumed Liabilities (as more fully described in  
the Contribution Agreement, the "Contribution"), and Bowlin plans to distribute 
to the holders of Bowlin Common Stock all of the outstanding shares of Travel   
Centers Common Stock owned by Bowlin (the "Distribution").                      

     B. Bowlin and Travel Centers intend that the Contribution will qualify as a
transfer to a controlled corporation within the meaning of Section 351 of the   
Code and/or a reorganization within the meaning of Section 368(a)(1)(D) of the  
Code, and the Distribution will qualify as a distribution described in Section  
355 of the Code and will not result in the recognition of any taxable gain or   
income to any shareholder of Bowlin.                                            

   C. Prior to the Distribution Date, Travel Centers will be a member of the
Bowlin Affiliated Group and after the Distribution Date Travel Centers will     
cease to be a member of the Bowlin Affiliated Group for federal income tax      
purposes.                                                                       

D. Travel Centers and Bowlin desire on behalf of themselves and their 
successors to set forth their rights and obligations with respect to Taxes due  
for periods before, on and after the Distribution Date.                         

E. Capitalized terms used but not defined herein have the meanings set
forth in the Contribution Agreement.                                            

AGREEMENT 

NOW, THEREFORE, for good and valuable consideration, the receipt and  
sufficiency of which are hereby acknowledged, the parties hereto agree as       
follows:                                                                        

ARTICLE I 

DEFINITIONS 

1.01  For the Purposes of this Agreement:                             

"Acquirer" shall have the meaning set forth in Section 2.01(f) of this
Agreement.                                                                      

   "Acquisition" shall have the meaning set forth in Section 2.01(f) of this
Agreement.                                                                      

     "Agreement" shall mean this Tax Sharing and Disaffiliation Agreement as the
same may be amended from time to time.                                          

"Applicable Federal Rate" shall have the meaning set forth in Section 
1274(d) of the Code, compounded quarterly.                                      

"Bowlin" shall have the meaning set forth in the preamble to this     
Agreement.                                                                      

"Bowlin Affiliated Group" shall mean the corporations included in the 
affiliated group, as defined in Section 1504 of the Code, of which Bowlin is the
common parent, and any successor group.                                         

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    "Bowlin Taxes" shall mean any Taxes (excluding Restructuring Taxes [except
as noted in the definition of Travel Center Taxes] and Transaction Taxes) that  
are attributable to the Outdoor Advertising Business. For purposes of the       
foregoing, Taxes shall be deemed attributable to the Outdoor Advertising        
Business to the extent such Taxes are imposed as a result of Tax Items of Bowlin
or Travel Centers directly related to the Outdoor Advertising Business;         
provided, however, that net losses (if any) incurred with respect to the Travel 
Centers Business on or before the Distribution Date shall be used to offset the 
income of Bowlin for purposes of determining Bowlin Taxes. To the extent that a 
Tax Item is not directly related to either the Outdoor Advertising Business or  
the Travel Center Business but is indirectly related to both businesses (such as
an item relating to overhead), it shall be deemed attributable to the Outdoor   
Advertising Business in the proportion that the revenues of the Outdoor         
Advertising Business bears to the sum of (i) the revenues of the Outdoor        
Advertising Business plus (ii) the revenues from the Travel Center Business.    

"Claim" shall have the meaning set forth in Section 5.03(a) of this   
Agreement.                                                                      

"Code" means the Internal Revenue Code of 1986, as amended.           

    "Contribution" shall have the same meaning set forth in the first recital.

"Contribution Agreement" shall have the meaning set forth in the first
recital.                                                                        

 "Controlling Party" shall have the meaning set forth in Section 5.01 of
this Agreement.                                                                 

"Distribution" shall have the meaning set forth in the first recital. 

   "Distribution Date" means the date on which the Distribution takes place.

 "Filing Party" shall have the meaning set forth in Section 4.01 of this
Agreement.                                                                      

    "Final Determination" shall mean with respect to any issue (a) a decision,
judgment, decree or other order by any court of competent jurisdiction, which   
decision, judgment, decree or other order has become final and not subject to   
further appeal, (b) a closing agreement (whether or not entered into under      
Section 7121 of the Code) or any other binding settlement agreement (whether or 
not with the IRS) entered into in connection with or in contemplation of an     
administrative or judicial proceeding, or (c) the completion of the highest     
level of administrative proceedings if a judicial contest is not or is no longer
available.                                                                      

"Indemnitor" shall have the meaning set forth in Section 5.02 of this 
Agreement.                                                                      

"IRS" means the Internal Revenue Service.                             

 "Liable Party" shall have the meaning set forth in Section 4.01 of this
Agreement.                                                                      

"Outdoor Advertising Business" means those portions of the business of
Bowlin that are not part of the Travel Centers Business.                        

"Restructuring Taxes" shall mean any Taxes imposed as a result of the 
Contribution or Distribution. For purposes of filing Bowlin's Tax Return only,  
Restructuring Taxes shall mean any Tax imposed as a result of any stock or      
securities of Travel Centers failing to qualify as "qualified property" within  
the meaning of Section 355(c)(2) of the Code because of the application of      
Section 355(e) of the Code (or similar state statute) to the Distribution;      
provided, however, that Restructuring Taxes shall be calculated by assuming that
the aggregate fair market value of the Travel Centers' stock distributed by     
Bowlin in the Distribution is equal to (a) the product of (i) the mean between  
the high bid and low asked prices for Travel Centers' stock on its first trading
day (as reported in The Wall Street Journal or such other source as Travel      
Centers deems reliable) and (ii) the total number of outstanding shares of      
Travel Centers stock immediately after the Distribution, or (b) such other      
amount as determined by Travel Centers in its reasonable discretion. Travel     
Centers shall provide Bowlin with written notification of this valuation within 
five (5) days after the Distribution Date. Notwithstanding any provision of this
Agreement to the contrary, if a Claim is successfully asserted by the IRS with  
respect to Restructuring Taxes, Restructuring Taxes shall be determined in      
accordance with the Final Determination in connection with such Claim.          
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"Tax" (and with correlative meaning, "Taxes" and "Taxable") means any 
federal, state, local or foreign net income, gross income, gross receipts,      
windfall profit, severance, property, production, sales, use, license, excise,  
franchise, employment, payroll, withholding, alternative or add-on minimum, ad  
valorem, value-added, transfer, stamp, or environmental tax, or any other tax,  
custom, duty, governmental fee or other like assessment or charge of any kind   
whatsoever, together with any interest or penalty, addition to tax or additional
amount imposed by any governmental or regulatory authority.                     

"Tax Item" means any item of income, gain, loss, deduction, credit,   
provisions for reserves, recapture of credit, receipt, proceeds or any other    
item or event that increases or decreases Taxes paid or payable, including an   
adjustment under Section 481 of the Code resulting from a change in accounting  
method.                                                                         

     "Tax Return" shall mean any return, report or similar statement required to
be filed with respect to any Tax (including any attached schedules), including, 
without limitation, any information return, claim for refund, amended return or 
declaration of estimated Tax.                                                   

    "Transaction Taxes" shall have the meaning set forth in Section 3.03(c) of
this Agreement.                                                                 

   "Travel Centers" shall have the meaning set forth in the preamble to this
Agreement.                                                                      

"Travel Centers Taxes" shall mean any Taxes that are attributable or  
allocable to the Travel Centers Business, Transaction Taxes and Restructuring   
Taxes; provided, however, that notwithstanding any provision of this Agreement  
to the contrary, any Restructuring Taxes that are primarily attributable to     
Bowlin's breach of its representations and warranties under Sections 2.01(a)-(c)
shall be regarded as Bowlin Taxes. For purposes of the foregoing, Taxes shall be
deemed attributable to the Travel Centers Business to the extent such Taxes are 
imposed as a result of Tax Items of Bowlin or Travel Centers directly related to
the Travel Centers Business; provided, however, that net losses (if any)        
incurred with respect to the Outdoor Advertising Business on or before the      
Distribution Date shall be used to offset the income of Travel Centers for      
purposes of determining Travel Centers Taxes and (to the extent available) shall
be used to offset gain in determining the amount of Restructuring Taxes. To the 
extent that a Tax Item is not directly related to either the Travel Center      
Business or the Outdoor Advertising Business but is indirectly related to both  
businesses (such as an item relating to overhead), it shall be deemed           
attributable to the Travel Center Business in the proportion that the revenues  
of the Travel Center Business bears to the sum of (i) the revenues of the Travel
Center Business plus (ii) the revenues of the Outdoor Advertising Business.     

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.01  Bowlin.  Bowlin hereby represents and warrants as follows:      

        (a) Following the acquisition (the "Acquisition") of Bowlin by Lamar
Advertising Company, a Delaware Corporation ("Lamar") pursuant to the 
  Agreement and Plan of Merger dated October 3, 2000, between Lamar, Lamar
Southwest Acquisition Corporation and Bowlin, Bowlin will continue the
active conduct of its business, independently and with its separate   
employees.                                                            

        (b) There is no plan or intention by Bowlin, directly or through any
    subsidiary corporation, to purchase any of its outstanding stock after the
Acquisition.                                                          

       (c) There is no plan or intention to liquidate Bowlin or to sell or
    otherwise dispose of the assets of Bowlin after the Acquisition, except in
the ordinary course of business.                                      

 2.02  Travel Centers.  Travel Centers hereby represents and warrants as
follows:                                                                        

    (a) Following the Distribution, Travel Centers will continue the
active conduct of its business, independently and with its separate   
employees.                                                            

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    (b) There is no plan or intention by Travel Centers, directly or
through any subsidiary corporation, to purchase any of its outstanding
stock after the Distribution.                                         

     (c) There is no plan or intention to liquidate Travel Centers, to
  merge Travel Centers with any other corporation, or to sell or otherwise
   dispose of the assets of Travel Centers after the Distribution, except in
the ordinary course of business.                                      

        (d) Payments made in connection with all continuing transactions, if
     any, between Bowlin and Travel Centers, will be for fair market value based
on terms and conditions arrived at by the parties bargaining at arms' 
length.                                                               

ARTICLE III 

TAX RETURNS, TAX PAYMENTS AND TAX SHARING OBLIGATIONS 

3.01  Obligations to File Tax Returns                                 

(a) Bowlin shall timely file or cause to be filed all Tax Returns with
respect to the Bowlin Affiliated Group, which shall include Travel Centers, for 
any period beginning prior to the Distribution and ending on the Distribution   
Date; provided, however, that Travel Centers shall prepare and forward to Bowlin
all federal and state income Tax Returns with respect to the Bowlin Affiliated  
Group for such periods. Bowlin shall be considered the party required to file   
and the party filing the Tax Return with respect to any Tax Return prepared by  
Travel Centers pursuant to the preceding sentence.                              

  (b) Travel Centers shall timely file or cause to be timely filed all Tax
Returns with respect to the Travel Centers for all periods beginning after the  
Distribution Date.                                                              

3.02  Obligation to Remit Taxes.  Bowlin and Travel Centers shall each
remit or cause to be remitted any Taxes due in respect of any Tax Return it is  
required to file or cause to be filed pursuant to Section 3.01, and shall be    
entitled to reimbursement for such payments to the extent provided in Section   
3.03.                                                                           

3.03  Tax Sharing Obligations and Prior Agreements                    

   (a) Travel Centers shall be liable for and pay, and shall defend and hold
harmless Bowlin and any other Bowlin Indemnitee for, from and against, any and  
all Losses incurred or suffered by Bowlin or one or more of the Bowlin          
Indemnitees in connection with (i) any Travel Centers Taxes, (ii) any inaccuracy
or breach of any warranty, representation or covenant that is made by Travel    
Centers pursuant to this Agreement, and (iii) any amount determined to be Travel
Centers' liability under Section 3.03(c). In the event that Bowlin receives any 
refund of or credit for Taxes for which Travel Centers is responsible under this
Section 3.03(a), Bowlin shall pay Travel Centers an amount equal to such refund 
or credit within five business days of Bowlin's receipt of such refund or       
credit.                                                                         

  (b) Bowlin shall be liable for and pay, and shall indemnify, defend, and
hold harmless Travel Centers and any other Travel Centers Indemnitee for, from  
and against, any and all Losses incurred or suffered by Travel Centers or one or
more of the Travel Centers Indemnitees in connection with (i) any Bowlin Taxes  
and (ii) any inaccuracy or breach of any warranty, representation or covenant   
that is made by Bowlin pursuant to this Agreement. In the event that Travel     
Centers receives any refund of or credit for Taxes for which Bowlin is          
responsible under this Section 3.03(b), Travel Centers shall pay Bowlin an      
amount equal to such refund or credit within five business days of Travel       
Centers' receipt of such refund or credit.                                      

    (c) Bowlin and Travel Centers will determine the amount of sales, transfer
or other similar taxes or fees (including, without limitation, all real estate, 
patent, copyright and trademark transfer taxes and real estate recording fees,  
but excluding Restructuring Taxes) payable in connection with the transactions  
contemplated by the Contribution Agreement (the "Transaction Taxes"). Bowlin and
Travel Centers shall each file promptly and timely the Tax Returns for such     
Transaction Taxes with the appropriate taxing                                   

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authorities and remit payment of the Transaction Taxes. Travel Centers shall be 
liable for Transaction Taxes.                                                   

(d) Except as set forth in this Agreement and in consideration of the 
mutual indemnities and other obligations of this Agreement, any and all prior   
Tax sharing agreements or practices between any member of the Bowlin Affiliated 
Group (other than Travel Centers) and Travel Centers shall be terminated with   
respect to the Travel Centers as of the Distribution Date.                      

3.04  Period that Includes the Date of Distribution.  To the extent   
permitted by law or administrative practice, the taxable year of Travel Centers 
shall be treated as closing at the close of the Distribution Date. If it is     
necessary for purposes of this Agreement to determine Travel Centers Taxes or   
Bowlin Taxes for a taxable year that begins on or before and ends after the     
Distribution Date and is not treated under this Section 3.04 as closing at the  
close of the Distribution Date, the determination shall be made by assuming that
such taxable year ended on a "closing of the books" basis at the close of the   
Distribution Date, except that exemptions, allowances or deductions that are    
calculated on an annual basis shall be apportioned on a time basis.             

ARTICLE IV

PAYMENTS

    4.01  General Tax Payments.  With respect to any Taxes for which one party
(the "Liable Party") is liable under Section 3.03 and that are to be remitted in
connection with Tax Returns to be filed by the other party (the "Filing Party") 
after the Distribution Date pursuant to Sections 3.01 and 3.02, (a) upon the    
request of the Filing Party, the Liable Party shall promptly provide to the     
Filing Party all information necessary to enable the Filing Party to file such  
Tax Returns and (b) assuming compliance by the Liable Party with the Liable     
Party's obligations under clause (a) (or written waiver by the Filing Party of  
such compliance), the Filing Party shall, not later than ten (10) days prior to 
the due date for remitting such Taxes (or, if the due date is within forty-five 
(45) days after the Distribution Date, as promptly following the Distribution   
Date as possible) provide the Liable Party with a written request showing in    
reasonable detail the calculation of the amount of such Liable Party's Taxes    
(and any other amounts) owing by the Liable Party to the Filing Party pursuant  
to this Agreement. The Liable Party shall have the right to object in writing to
such calculation on or before thirty (30) days after the date on which such     
request is provided to the Liable Party, on the grounds that there is           
substantial authority that such calculation is incorrect; provided that if the  
Liable Party so objects, (i) the Filing Party and the Liable Party shall        
promptly submit the dispute to an independent accounting or law firm acceptable 
to both the Filing Party and the Liable Party for prompt resolution, whose      
decision shall be final and binding on the Filing Party and the Liable Party,   
and (ii) the party that such accounting or law firm determines has lost the     
dispute shall pay all of the fees and expenses incurred in connection with      
submitting such dispute. The Liable Party shall pay to the Filing Party any     
amount not in dispute on or before the tenth (10th) day following the receipt of
such request by the Liable Party, with additional amounts to be paid by the     
Liable Party (together with interest at the Applicable Federal Rate accruing    
from the date on which the Tax in issue is due) promptly upon resolution of any 
objection. Payment under this Section 4.01 of an amount determined by an        
independent accounting or law firm will not negate any liability of a Liable    
Party pursuant to this Agreement by reason of a Final Determination.            

 4.02  Other Payments.  Other payments due to a party under Section 3.03
shall be due not later than twenty (20) days after the receipt of notice of a   
Final Determination to the effect that the indemnified party is liable for an   
indemnified cost, together with interest at a rate equal to the Applicable      
Federal Rate from the date on which the indemnifying party receives such        
receipt, credit or notice.                                                      

4.03  Notice.  Bowlin and Travel Centers shall give each other prompt 
written notice of any payment that may be due under this Agreement.             

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ARTICLE V 

TAX AUDITS

 5.01  General.  Except as otherwise provided in this Agreement, each of
Travel Centers and Bowlin (as the case may be, the "Controlling Party") shall   
have sole responsibility for all audits or other proceedings with respect to Tax
Returns that it is required to file under Section 3.01. Except as provided in   
Section 5.03, the Controlling Party shall have the sole right to contest the    
audit or proceeding and to employ advisors of its choice.                       

5.02  Indemnified Claims in General.  Bowlin or Travel Centers shall  
promptly notify the other in writing upon the receipt of an actual notice of    
assessment by the relevant Taxing authority of any proposed adjustment to a Tax 
Return that may result in liability of the other party (the "Indemnitor") under 
this Agreement. If the Indemnitor is not also the Controlling Party, the        
Controlling Party shall provide the Indemnitor with information about the nature
and amounts of the proposed adjustments and, subject to additional rights of the
Indemnitor in certain circumstances under Section 5.03 of this Agreement, shall 
permit the Indemnitor to participate in the proceeding at the Indemnitor's own  
expense. The Indemnitor shall pay all reasonable expenses (including, but not   
limited to, legal and accounting fees) incurred by the Controlling Party in     
connection with the assessment or adjustment within seven (7) days after a      
written request by the Controlling Party.                                       

5.03  Certain Federal Income Tax Claims                               

  (a) Any issues raised by the IRS in any Tax inquiry, audit, examination,
investigation, dispute, litigation or other proceeding that would result in     
liability to the Indemnitor under this Agreement are defined as a Claim (a      
"Claim"). Except as provided in Section 5.03(d) and notwithstanding any other   
provision of this Agreement that may be construed to the contrary, the          
Controlling Party agrees to contest any Claim and not to settle any Claim       
without prior written consent of the Indemnitor, provided that (i) the          
Controlling Party shall provide notice to Indemnitor pursuant to Section 5.02 of
any Claim, and (ii) within thirty (30) days after such notice is received by the
Indemnitor, the Indemnitor shall request in writing that such Claim be          
contested. If the Indemnitor requests that the Claim be contested in accordance 
with the preceding sentence and such Claim does not materially prejudice any    
other IRS claim with respect to matters unrelated to the Claim, the Indemnitor  
shall have the right, upon written notice to the Controlling Party and to the   
extent permitted under applicable law (assuming cooperation of the Controlling  
Party), to assume the defense of such Claim, including employment of counsel    
reasonably satisfactory to the Controlling Party and the payment of the fees and
disbursements of such counsel. For this purpose, a Claim does not materially    
prejudice any other IRS claim solely because the Tax Calculation with respect to
the Claim indirectly affects such other claim. In the event, however, that the  
Indemnitor declines, fails or is otherwise unable to assume the defense of such 
Claim, the Controlling Party may employ counsel to defend such Claim and the    
Indemnitor shall agree to pay (and shall pay) on demand all out-of-pocket costs,
losses and expenses (including, but not limited to, legal and accounting fees)  
paid or incurred by the Controlling Party in connection with contesting such    
Claim. The party that has assumed defense of a Claim, after reasonable          
consultation with the other party, shall determine the nature of all actions to 
be taken to contest such Claim (assuming such determination does not negatively 
impact any other claim that the IRS may have with respect to matters unrelated  
to the Claim), including (A) whether any action to contest such Claim shall     
initially be by way of judicial or administrative proceeding, or both, (B)      
whether any such Claim shall be contested by resisting payment thereof or by    
paying the same and seeking a refund thereof, and (C) the court or other        
judicial body before which judicial action, if any, shall be commenced. To the  
extent the Indemnitor is not participating, the Controlling Party shall keep the
Indemnitor (and, upon request by the Indemnitor, its counsel) informed as to the
progress of the contest.                                                        

(b) If the Indemnitor requests that the Controlling Party accept a    
settlement of a Claim offered by the IRS and if such Claim may, in the          
reasonable discretion of the Controlling Party, be settled without prejudicing  
any claims the IRS may have with respect to matters unrelated to the Claim, the 
Controlling Party shall either accept such settlement offer or agree with the   
Indemnitor that the Indemnitor's liability                                      
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with respect to such Claim shall be limited to the lesser of (i) an amount      
calculated on the basis of such settlement offer plus interest owed to the IRS  
on the date that is no more than 45 days after the date of the Indemnitor's     
request that the Controlling Party accept such Settlement, or (ii) the amount   
calculated on the basis of a Final Determination.                               

(c) If the Indemnitor elects to have the Controlling Party pay the Tax
claimed and seek a refund, the Indemnitor shall lend sufficient funds on an     
interest-free basis to the Controlling Party (with no net after-tax cost to the 
Controlling Party), to cover any applicable indemnity obligations of the        
Indemnitor. To the extent such refund claim is ultimately disallowed, the loan  
or portion thereof equal to the amount of the refund claim so disallowed shall  
be applied against the Indemnitor's obligation to make indemnity payments       
pursuant to this Agreement. To the extent such refund claim is allowed, the     
Controlling Party shall pay to the Indemnitor all amounts advanced to the       
Controlling Party with respect to the indemnity obligation within ten (10) days 
of the receipt of such refund (or if the Controlling Party would have received  
such refund but for the existence of a counterclaim or other claim not          
indemnified by the Indemnitor under this Agreement, within ten (10) days of the 
final resolution of the contest), plus an amount equal to any interest received 
(or that would have been received) from the IRS that is properly attributable to
such amount.                                                                    

(d) Except as provided below, the Controlling Party shall not settle a
Claim that the Indemnitor is entitled to require the Controlling Party to       
contest under Section 5.03(a) without the prior written consent of the          
Indemnitor. At any time, whether before or after commencing to take any action  
pursuant to this Section 5.03 with respect to any Claim, the Controlling Party  
may decline to take action with respect to such Claim and may settle such Claim 
without the prior written consent of the Indemnitor by notifying the Indemnitor 
in writing that the Indemnitor is released from its obligations to indemnify the
Controlling Party with respect to such Claim (which notification shall release  
the Indemnitor from such obligations except to the extent the Indemnitor has    
agreed in writing that it would be willing to have its liability calculated on  
the basis of a settlement offer, as provided in Section 5.03(b), at that point  
in the contest) and with respect to any Claim related to such Claim or based on 
the outcome of such Claim. If the Controlling Party settles any Claim or        
otherwise takes or declines to take any action pursuant to this paragraph, the  
Controlling Party shall pay to the Indemnitor any amounts paid or advanced by   
the Indemnitor with respect to such Claim (other than amounts payable by the    
Indemnitor in connection with a settlement offer pursuant to Section 5.03(b)),  
plus interest attributable to such amounts.                                     

ARTICLE VI

COOPERATION 

   6.01  General.  Bowlin and Travel Centers shall cooperate with each other
in the filing of any Tax Returns and the conduct of any audit or other          
proceeding and each shall execute and deliver such powers of attorney and make  
available such other documents as are reasonably necessary to carry out the     
intent of this Agreement. Each party agrees to notify the other party in writing
of any audit adjustments that do not result in Tax liability but can be         
reasonably expected to affect Tax Returns of the other party or any of its      
subsidiaries. Each party agrees to treat the Contribution and Distribution for  
all income Tax purposes as not causing the recognition of any income, gain or   
loss (except for Restructuring Taxes).                                          

    6.02  Cooperation with Respect to Tax Return Filings, Examinations and Tax
Related Controversies. Each party shall fully cooperate with the other party and
its representatives, in a prompt and timely manner, in connection with the      
preparation and filing of, and any inquiry, audit, examination, investigation,  
dispute, or litigation involving, any Tax Return required to be filed by any    
party pursuant to this Agreement. Such cooperation shall include, but not be    
limited to, (a) the execution and delivery of any power of attorney required to 
allow each party and its counsel to participate in or control any inquiry, audit
or other administrative proceeding and to assume the defense or prosecution, as 
the case may be, of any suit, action or proceeding pursuant to the terms of and 
subject to the conditions set forth in Article V of this Agreement, and (b)     
making available to the other party, during normal business hours, and within   
fifteen (15) days of any written request therefor, all books, records and       
information, and the assistance of                                              
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all officers and employees, necessary or useful in connection with any Tax      
inquiry, audit, examination, investigation, dispute, litigation or any other    
matter.                                                                         

ARTICLE VII 

RETENTION OF RECORDS; ACCESS

Bowlin and Travel Centers shall:                                      

    (a) retain (for a minimum of five (5) years) records, documents,
   accounting data and other information (including computer data) necessary
  for the preparation and filing of all Tax Returns in respect of Taxes of
    the Bowlin Affiliated Group or Travel Centers or for the audit of such Tax
Returns; and                                                          

       (b) give to the other reasonable access to such records, documents,
    accounting data and other information (including computer data) and to its
     personnel (insuring their cooperation) and premises, for the purpose of the
current or potential review or audit of such Tax Returns to the extent
   relevant to an obligation or liability of a party under this Agreement or
applicable law. At any time after the Distribution Date that a party  
proposes to destroy such records, documents, accounting data or other 
   information, such party shall first notify the other party in writing and
such other party shall be entitled to receive such records, documents,
accounting data or other information proposed to be destroyed.        

ARTICLE VIII

DISPUTES

If Bowlin and Travel Centers cannot agree on any calculation of any   
liabilities under this Agreement, such calculation shall be made by any         
independent public accounting firm acceptable to both Bowlin and Travel Centers.
The decision of such firm shall be final and binding. The fees and expenses     
incurred in connection with such calculation shall be borne by the party that   
such independent public accounting firm determines has lost the dispute.        

ARTICLE IX

TERMINATION OF LIABILITIES

Notwithstanding any other provision in this Agreement, any liabilities
determined under this Agreement shall survive indefinitely.                     

ARTICLE X 

MISCELLANEOUS PROVISIONS

     10.01  Amendment and Modification.  This Agreement may be amended, modified
or supplemented only by written agreement of the parties hereto.                

  10.02  Waiver of Compliance; Consents.  Any failure of a party to comply
with any obligation, covenant, agreement or condition herein may be waived by   
the other party; provided, however, that any such waiver may be made only by a  
written instrument signed by the party granting such waiver, but such waiver or 
failure to insist upon strict compliance with such obligation, covenant,        
agreement or condition shall not operate as a waiver of, or estoppel with       
respect to, any subsequent or other failure. Whenever this Agreement requests or
permits consent by or on behalf of any party hereto, such consent shall be given
in writing in a manner consistent with the requirements for a waiver of         
compliance as set forth in this Section 10.02, with appropriate notice in       
accordance with Section 10.06 of this Agreement.                                

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   10.03  Assignment.  This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and their        
respective successors and permitted assigns. Any party may assign any of its    
rights hereunder but only with the consent of the other party hereto, which     
consent shall not be unreasonably withheld, but no such assignment shall relieve
it of its obligations hereunder. Nothing in this Agreement, expressed or        
implied, is intended or shall be construed to confer upon any person other than 
the parties, any successors and permitted assigns, any rights, remedy, or claim 
under or by reason of this Agreement or any provisions herein contained.        

     10.04  Governing Law.  This Agreement shall be governed by and construed in
accordance with the Laws of the State of New Mexico (without regard to its      
conflicts of law doctrines).                                                    

10.05  Counterparts.  This Agreement may be executed in two or more   
counterparts, each of which shall be deemed an original, but all of which       
together shall constitute one and the same instrument and shall become a binding
Agreement when one or more of the counterparts have been signed by each of the  
parties and delivered to the other party.                                       

     10.06  Notices.  All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered by hand or     
mailed by registered or certified mail (return receipt requested) to the parties
at the following addresses (or at such other address for a party as shall be    
specified by like notice):                                                      

Prior to the Acquisition                                                        
If to Bowlin:                    Bowlin Outdoor Advertising & Travel Centers,   
Incorporated  
  150 Louisiana NE
       Albuquerque, NM 87108
      Attention: President

with a copy to:                  Squire, Sanders & Dempsey L.L.P.               
                     40 North Central Avenue, Suite 2700
        Phoenix, Arizona 85004
                Attention: Christopher Johnson

After the Acquisition                                                           
If to Bowlin:                    Lamar Advertising Company                      
          5551 Corporate Boulevard
              Baton Rouge, Louisiana 70808
         Attn: James R. McIlwain
                            Facsimile transmission no.: (225) 926-1005

With a copy to:                  Jones, Walker, Waechter, Poitevent Carrere &   
 Denegre, L.L.P.
                Fifth Floor, Four United Plaza
             8555 United Plaza Boulevard
                   Baton Rouge, Louisiana 70809-7000
       Attn: Brad J. Axelrod

If to the Company:               Bowlin Travel Centers, Inc.                    
  150 Louisiana NE
       Albuquerque, NM 87108
      Attention: President

with a copy to:                  Squire, Sanders & Dempsey L.L.P.               
                     40 North Central Avenue, Suite 2700
        Phoenix, Arizona 85004
                Attention: Christopher Johnson

10.07  Headings.  The article and section headings contained in this  
Agreement are for reference purposes only and shall not affect in any way the   
meaning or interpretation of this Agreement.                                    

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 10.08  Entire Agreement.  This Agreement and the Contribution Agreement
(including the exhibits, schedules and other documents and instruments referred 
to therein) embody the entire agreement and understanding of the parties hereto 
in respect of the subject matter contained herein and therein. This Agreement   
supersedes all prior agreements and understandings between the parties with     
respect to such subject matter.                                                 

10.09  Severability.  If any one or more provisions contained in this 
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement, but this Agreement shall be construed as 
if such invalid, illegal or unenforceable provision had never been contained    
herein.                                                                         

     10.10  Survival of Representations.  Except as set forth in this Agreement,
Bowlin's tax-related representations with respect to the Acquisition and        
Distribution shall not survive the Acquisition.                                 

[Remainder of page intentionally left blank]

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.                                        

                                    BOWLIN OUTDOOR ADVERTISING &
                                     TRAVEL CENTERS, INCORPORATED,
                            a Nevada corporation

                                            ------------------------------------
                               By:   Michael L. Bowlin
                                            Title: President and Chief Executive
               Officer

                                    BOWLIN TRAVEL CENTERS, INC.,
                            a Nevada corporation

                                            ------------------------------------
                             By: Michael L. Bowlin
                                          Its: President and Chief Executive
               Officer

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                                                                         ANNEX C

PERSONAL AND CONFIDENTIAL                                                       

October 2, 2000 

Board of Directors                                                              
BOWLIN Outdoor Advertising & Travel                                             
Centers, Incorporated                                                       
c/o Rudy Miller                                                                 
Miller Capital Corporation                                                      
4909 East McDowell Road                                                         
Phoenix, AZ 85008                                                               

Attention: Mr. Michael Bowlin                                                   
Chief Executive Officer                                   

Gentlemen:                                                                      

     You have advised Sanders Morris Harris, Inc. ("SMH") that Lamar Advertising
Company ("Lamar") has proposed to acquire via a merger 100% of the outstanding  
common stock of BOWLIN Outdoor Advertising & Travel Centers, Incorporated       
("BOWLIN") pursuant to an Agreement and Plan of Merger (the "Agreement"). Under 
the Agreement, Lamar proposes to pay a price in the range of approximately $6.30
to $8.00 per share in stock based on the average price of Lamar's common stock  
for the 30 days prior to Closing (estimated to be in December, 2000). The       
transaction is expected to involve Lamar issuing 725,000 shares of Lamar common 
stock. Prior to Closing, certain assets, liabilities and operations of BOWLIN's 
corporate offices and travel center business will be "spun off" into a new      
public entity. The terms of the transaction are set forth in the September 20,  
2000 draft of the Agreement.                                                    

You have requested that SMH act as financial advisor to the Board of  
Directors of BOWLIN and issue an opinion ("Opinion") as to the fairness, from a 
financial point of view, to the public shareholders of BOWLIN of the terms of   
the proposed transaction.                                                       

   SMH, as part of its investment banking business, is frequently engaged in
the valuation of businesses and their securities in connection with mergers and 
acquisitions, negotiated underwritings, secondary distributions of listed and   
unlisted securities, private placements, and valuations for estate, corporate   
and other purposes.                                                             

In arriving at our Opinion, we have, among other things:              

 1. Reviewed a draft of the Agreement and Plan of Merger dated
  September 20, 2000 (from which we have assumed there will be no material
changes in the final Agreement);                                      

  2. Reviewed a Letter of Intent from Lamar dated June 15, 2000;

          3. Reviewed BOWLIN audited financials and annual reports for the years
ended January 31, 2000 and January 31, 1999;                          

      4. Reviewed BOWLIN unaudited financial statements for the quarters
ended July 31, 2000 and April 30, 2000;                               

     5. Reviewed Lamar audited financial statements for the year ended
December 31, 1999;                                                    

       6. Reviewed Lamar unaudited financial statements for the six months
ended June 30, 2000;                                                  

        7. Reviewed Lamar Form S-3 (i.e., prospectus relating to the sale of
26.2 million shares of Lamar by Clear Channel Communications) dated   
September 8, 2000;                                                    

    8. Reviewed BOWLIN Form 10 (i.e., registration statement for the
travel centers spin-off) draft dated September 14, 2000;              

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BOWLIN                                                                          
October 2, 2000                                                                 
Page  2                                                                         

          9. Reviewed BOWLIN management's outdoor advertising segment budget for
the year ending January 31, 2001;                                     

       10. Reviewed historical market prices and trading volume for common
stocks of both BOWLIN and Lamar;                                      

       11. Reviewed recent Lamar equity research reports provided by Lamar
management;                                                           

          12. Reviewed a 1999 Confidential Memorandum prepared by Miller Capital
Corporation regarding the sale of BOWLIN's travel center segment;     

     13. Reviewed BOWLIN's December 17, 1996 Prospectus prepared by HD
Brous & Co., Inc.;                                                    

      14. Discussed various assets, liabilities and operations of BOWLIN
involved in the Transaction; and                                      

        15. Reviewed such other financial studies and analyses and performed
such other investigations as we deemed appropriate.                   

     With your permission, we have assumed and relied upon, without assuming any
responsibility for verification, the accuracy and completeness of all of the    
financial and other information provided to, discussed with, or reviewed by or  
for us, or publicly available, for purposes of this Opinion, and have further   
relied upon the assurances of management of BOWLIN that it is not aware of any  
facts that will make such information inaccurate or misleading in any respect   
material to our analysis. We have neither made nor obtained any independent     
evaluations or appraisals of the assets or liabilities of BOWLIN, nor have we   
conducted a physical inspection of the properties and facilities of BOWLIN. We  
have assumed that the financial forecasts provided to us by BOWLIN have been    
reasonably determined on bases reflecting the best currently available estimates
and judgment of BOWLIN's management as to BOWLIN's future financial performance.
We have further assumed in our analyses that, in, all material respects, such   
forecasts and projections will be realized in the amounts and times indicated   
thereby. We express no view as to such forecasts or the assumptions on which    
they were based. We have relied as to all legal, accounting and tax matters with
respect to the transaction (i.e., the merger and spin-off) on legal counsel,    
accountants and other financial advisors of BOWLIN. We were not authorized to   
negotiate the terms of the transaction, and we have based our opinion solely    
upon the proposed Agreement as negotiated by others. We were not asked to, and  
we did not, solicit third party offers to acquire all or part of BOWLIN.        

 For purposes of rendering our Opinion, we have assumed, in all respects
material to our analysis, that the representations and warranties of each party 
contained in the Agreement are true and correct, that each party will perform   
all of the covenants and agreements required to be performed by it under the    
Agreement and that all conditions to the consummation of the transaction will be
satisfied without waiver thereof. We have also assumed that all material        
governmental, regulatory or other consents and approvals will be obtained and   
that in the course of obtaining any necessary governmental, regulatory or other 
consents and approvals, or any amendments, modifications or waivers to any      
documents to which either BOWLIN or Lamar are party, as contemplated by the     
Agreement, no restrictions will be imposed or amendments, modifications or      
waivers made that would have any material adverse effect on the consideration to
be received by the public shareholders or the time of such receipt.             

    Our Opinion is limited to the fairness, from a financial point of view, of
the proposed transaction to BOWLIN's public shareholders, and we express no     
opinion as to the merits of the underlying decision by BOWLIN to engage in the  
transaction. We are not expressing an opinion herein as to the prices as which  
the Lamar common stock or any other security will trade following the           
announcement or consummation of the merger, which may vary depending on any     
number of factors, many of which are beyond the control of                      
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BOWLIN                                                                          
October 2, 2000                                                                 
Page  3                                                                         

Lamar. We also express no opinion with respect to the price per share or market 
for the securities to be received by BOWLIN shareholders in the spin-off. This  
Opinion does not constitute a recommendation to any shareholder of BOWLIN as to 
how such shareholder should vote with respect to the transaction. Our Opinion   
necessarily is based upon market, economic and other conditions as they exist   
and can be evaluated on the date hereof, and we assume no responsibility to     
update or revise our Opinion based upon circumstances or events occurring after 
the date hereof.                                                                

   We have acted as financial advisor to the Board of Directors of BOWLIN in
connection with the transaction and will receive a fee for our services,        
including for rendering this Opinion. In addition, BOWLIN has agreed to         
indemnify us for certain liabilities arising out of our engagement. As we have  
previously advised you, in the ordinary course of business, we or our affiliates
may trade in BOWLIN's or Lamar's common stock for our own accounts and for the  
accounts of our customers and, accordingly, may at any time hold a long or short
position in such securities.                                                    

    Based upon and subject to the foregoing, it is our Opinion that, as of the
date hereof, the financial terms of the proposed transaction are fair to the    
public shareholders of BOWLIN from a financial point of view.                   

                                  SANDERS MORRIS HARRIS INC.

                                  By:      /s/ G. CLYDE BUCK
                                              ----------------------------------
                             G. Clyde Buck
                                 Managing Director

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  BOWLIN OUTDOOR ADVERTISING AND
 TRAVEL CENTERS INCORPORATED

ANNUAL MEETING OF STOCKHOLDERS
JANUARY 19, 2001

BOWLIN OUTDOOR ADVERTISING AND TRAVEL CENTERS INCORPORATED                 PROXY
--------------------------------------------------------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BOWLIN OUTDOOR   
ADVERTISING AND TRAVEL CENTERS INCORPORATED FOR THE SPECIAL MEETING OF          
STOCKHOLDERS                                                                    

  The undersigned stockholder(s) of BOWLIN OUTDOOR ADVERTISING AND
TRAVEL CENTERS INCORPORATED, a Nevada corporation (the "Company"), hereby       
acknowledges receipt of the Notice of Special Meeting of Stockholders and Proxy 
Statement/Prospectus dated December 1, 2000, and hereby appoint(s) Michael L.   
Bowlin proxy and attorney-in-fact, with full power of substitution, on behalf   
and in the name of the undersigned at the Special Meeting of Stockholders of the
Company, to be held at the offices of Bowlin Outdoor Advertising and Travel     
Centers Incorporated at 150 Louisiana NE, Albuquerque, New Mexico 87108, on     
January 19, 2001 at 9:00 a.m., local time, and at any and all adjournments or   
postponements thereof, and to vote all shares of Common Stock held by the       
undersigned, with all powers that the undersigned would possess if personally   
present, on each of the matters referred to below.                              

      This proxy revokes any and all other proxies heretofore given by the
undersigned.                                                                    

  PLEASE MARK VOTES AS IN THIS EXAMPLE [X]

1.       PROPOSAL NO. 1: To adopt the merger agreement among Bowlin Outdoor     
        Advertising and Travel Centers Incorporated, Lamar Advertising Company
and Lamar Southwest Acquisition Corporation.                  

       [  ]     FOR               [  ]    AGAINST           [  ]     ABSTAIN

 THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY 
WILL BE VOTED FOR PROPOSAL 1. IT WILL ALSO BE VOTED IN THE DISCRETION OF THE    
PROXYHOLDERS ON ANY OTHER MATTER OF BUSINESS PROPERLY COMING BEFORE THE         
MEETING.                                                                        

Address Change? Mark Box [ ]                   Date                  , 200      
Indicate Changes below:                            ------------------     --    

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

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

           Signature(s) in Box
                                   Please print or type your name in the space
                         above as it appears on your stock
                                   certificate. When shares are held in common
                                   or in joint tenancy, both should sign. When
                         signing as an attorney, executor,
                                administrator, trustee, guardian or in a
                                  fiduciary capacity, please give full title
                                 as such. If a corporation, please sign in
                                 full corporate name by President or other
                                   authorized person. If a partnership, please
                                 sign in partnership name by an authorized
person. 

Please return by promptly marking, signing, dating and
returning proxy to the corporate offices of 

BOWLIN OUTDOOR ADVERTISING AND TRAVEL CENTERS INCORPORATED
150 Louisiana NE
 Albuquerque, NM 87108

Or by faxing the same to: (505) 266-1422; Attention: Secretary

I will _______ Will not __________ attend the Meeting.    

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:		12/15/00							10-Q
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		11/17/00		9		45
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		10/30/00		70					8-K
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		9/26/00		39		40
		9/21/00		39
		9/20/00		138
		9/19/00		82
		9/15/00		39
		9/14/00		34		138
		9/13/00		34					10-Q
		9/11/00		34		41
		9/8/00		36		138
		9/6/00		55		100
		8/31/00		69
		8/8/00		114
		8/1/00		101
		7/31/00		13		138			10-Q
		6/30/00		36		138
		6/22/00		34
		6/15/00		34		138
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		4/30/00		33		138			10-Q
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		3/31/00		69
		3/27/00		33
		2/9/00		69
		2/1/00		76
		1/31/00		5		138			10-K,  10-K/A
		1/1/00		20		25
		12/31/99		11		138
		11/23/99		69
		9/30/99		11
		7/31/99		13		76			10-Q
		7/27/99		69
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		12/31/98		68		106
		11/30/98		68
		7/31/98		68					10-Q
		7/22/98		68
		1/31/98		105					10KSB
		12/31/97		11		106
		2/1/97		85		95
		1/1/97		11
		12/31/96		68
		12/17/96		37		139			SB-2/A
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		2/1/95		90
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