Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
REILLY SEAN E
2. Issuer Name and Ticker or Trading Symbol
LAMAR ADVERTISING CO/NEW [LAMR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)

C/O LAMAR ADVERTISING COMPANY, 5321 CORPORATE BOULEVARD
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
(Street)


BATON ROUGE, LA 70808
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock   12/14/2011   J(2)   757,375   (1)   (1) Class A Common Stock
757,375
$ 0 800,460
D
 
Class B Common Stock   12/14/2011   J(2) 757,375     (1)   (1) Class B Common Stock
757,375
$ 0 757,375
I
By the Reilly LLC
Class B Common Stock   12/16/2011   G(3)   253,769 (4)   (1)   (1) Class B Common Stock
757,375
$ 0 757,375
I
By the Reilly LLC
Class B Common Stock               (1)   (1) Class B Common Stock
9,000,000
  9,000,000
I
By the Reilly Family Limited Partnership (5)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
REILLY SEAN E
C/O LAMAR ADVERTISING COMPANY
5321 CORPORATE BOULEVARD
BATON ROUGE, LA 70808
      Chief Executive Officer  

Signatures

/s/ James McIlwain, as attorney-in-fact 01/30/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Pursuant to the terms of the Issuer's Certificate of Incorporation, the Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis, exercisable immediately, and has no expiration date.
(2) The reporting person transferred these shares to the Jennifer and Sean Reilly, LLC (the "Reilly LLC"), a limited liability company of which the reporting person and his wife are the sole members.
(3) Represents separate gifts of interests of limited liability company membership interests in the Reilly LLC to three trusts for the benefit of the reporting person's children. Each gift represents a 11.1688% interest in the Reilly LLC. The reporting person disclaims beneficial ownership of Lamar Class B Common Stock held by the Reilly LLC except to the extent of his pecuniary interest therein.
(4) Represents 33.5064% of the total number of shares of Class B Common Stock held by the Reilly LLC.
(5) Shares held by the Reilly Family Limited Partnership of which the reporting person is a general partner.

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