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                                                                     EXHIBIT 3.2


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            LAMAR ADVERTISING COMPANY
                             Pursuant to Section 242
                        of the General Corporation Law of
                              the State of Delaware



         Lamar Advertising Company (hereinafter called the "Corporation"),

organized and existing under and by virtue of the General Corporation Law of the

State of Delaware, does hereby certify as follows:

         By unanimous written consent of the Board of Directors of the

Corporation, a resolution was duly adopted, pursuant to Section 242 of the

General Corporation Law of the State of Delaware, setting forth an amendment to

the Certificate of Incorporation of the Corporation and declaring said amendment

to be advisable. The stockholders of the Corporation duly approved said proposed

amendment by written consent in accordance with Sections 222 and 242 of the

General Corporation Law of the State of Delaware. The resolution setting forth

the amendment is as follows:




         RESOLVED: That Article FOURTH of the Certificate of Incorporation of
the Corporation be and hereby is deleted and the following Article FOURTH is
inserted in lieu thereof:


                  FOURTH. The total number of shares of all classes of stock
which the Corporation shall have authority to issue is one hundred thirteen
million five hundred ten thousand (113,510,000) shares, and shall consist of:

                  (1)      Seventy-five million (75,000,000) shares of Class A
                           Common Stock, $0.001 par value per share;


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                  (2)      Thirty-seven million five hundred thousand
                           (37,500,000) shares of Class B Common Stock, $0.001
                           par value per share;

                  (3)      Ten thousand (10,000) shares of Class A Preferred
                           Stock, $638.00 par value per share; and

                  (4)      One million (1,000,000) shares of undesignated
                           Preferred Stock, $0.001 par value per share.

         The Class A Common Stock and the Class B Common Stock are hereinafter
collectively referred to as "Common Stock."

         4.1      Common Stock

         The powers, preferences, rights, qualifications, limitations and
restrictions relating to the Common Stock are as follows:

                  4.1.1.   Rank

                  The Common Stock is junior to the Class A Preferred Stock and
is subject to all the powers, preferences, rights and priorities of Preferred
Stock designated herein or in any resolution or resolutions adopted by the Board
of Directors pursuant to authority expressly vested in it by the provisions of
Section 4.3 of this Article FOURTH (the "Designated Preferred Stock").

                  4.1.2.   Voting

                  Holders of Class A Common Stock are entitled to one (1) vote
for each share of such stock held, and holders of Class B Common Stock are
entitled to ten (10) votes for each share of such stock held, with respect to
all matters properly submitted for the vote of holders of Common Stock. Except
as otherwise provided by law, the holders of Common Stock will vote together as
a single class on all matters properly submitted for their vote, including
without limitation any amendment to this Amended and Restated Certificate of
Incorporation which would increase or decrease the number of authorized shares
of Class A Common Stock or Class B Common Stock.

                  4.1.3.   Dividends and Other Distributions

                  (a) Except as provided herein, each share of Common Stock
issued and outstanding shall be identical in all respects, and no dividend shall
be paid on any share of Common Stock unless the same dividend is paid on all
shares of Common Stock outstanding at the time of such payment. Except for and
subject to those special voting rights expressly granted herein to the holders
of the Class B Common Stock and subject to the powers, rights, privileges,
preferences and priorities of the Class A Preferred Stock and any Designated
Preferred Stock, the holders of Common Stock shall have exclusively all other
rights of


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stockholders, including without limitation (i) the right to receive dividends,
when, as and if declared by the Board of Directors out of funds legally
available therefor, and (ii) in the event of any distribution of assets upon
liquidation, dissolution or winding up of the Corporation or otherwise, the
right to receive ratably all of the assets and funds of the Corporation
remaining after the payment to the creditors of the Corporation.

                  (b) Dividends and distributions payable in shares of Class A
Common Stock may not be made on or to shares of Class B Common Stock and
dividends and distributions payable in shares of Class B Common Stock may not be
made on or to shares of any class of the Corporation's capital stock other than
the Class B Common Stock. If a dividend or distribution payable in shares of
Class A Common Stock shall be made on the shares of Class A Common Stock, a
dividend or distribution payable in shares of Class B Common Stock shall be made
simultaneously on the shares of Class B Common Stock, and the number of shares
of Class B Common Stock payable on each share of Class B Common Stock pursuant
to such dividend or distribution shall be equal to the number of shares of Class
A Common Stock payable on each share of Class A Common Stock pursuant to such
dividend or distribution. If a dividend or distribution payable in shares of
Class B Common Stock shall be made on the shares of Class B Common Stock, a
dividend or distribution payable in shares of Class A Common Stock shall be made
simultaneously on the shares of Class A Common Stock, and the number of shares
of Class A Common stock pursuant to such dividend or distribution shall be equal
to the number of shares of Class B Common Stock payable on each share of Class B
Common Stock pursuant to such dividend or distribution.

                  (c) If the Corporation shall in any manner subdivide (by stock
split, reclassification, stock dividend, recapitalization, or otherwise) or
combine (by reverse stock split or otherwise) the outstanding shares of Class A
Common Stock or Class B Common Stock, then the outstanding shares of each other
class of Common Stock shall be subdivided or combined, as the case may be, to
the same extent, on an equal share basis.

                  4.1.4.   Conversion of Class B Common Stock

                  (a) In the event that the number of outstanding shares of
Class B Common Stock falls below ten percent (10%) of the total number of shares
of Common Stock outstanding, each share of Class B Common Stock shall at that
time be converted automatically to one (1) fully paid and non-assessable share
of Class A Common Stock.

                  (b) Upon the sale or other transfer by a holder of Class B
Common Stock to a person or entity other than a Permitted Transferee (as such
term is defined below), such shares of Class B Common Stock shall be converted
automatically into an equal number of shares of Class A Common Stock. Promptly
upon such sale or other transfer, the holder of Class B Common Stock shall
surrender the certificate or certificates therefor, duly endorsed in blank or
accompanied by proper instruments of transfer, at the office of the Corporation
or of any transfer agent for the Class A Common Stock, and shall give written
notice to the Corporation at such office: (i) stating that the shares are being
converted pursuant to this paragraph, (ii) identifying the number of shares of
Class B Common Stock being converted and (iii) setting forth the name or names
(with addresses) and denominations in which the certificate or


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certificates for Class A Common Stock shall be issued and shall include
instructions for delivery thereof. Delivery of such notice together with the
certificates representing the Class B Common Stock shall obligate the
Corporation or its transfer agent to issue and deliver at such stated address to
such stated transferee a certificates or certificates for the number of shares
of Class A Common Stock to which such transferee is entitled, registered in the
name of such transferee. In the event of a sale or other transfer of less than
all of the Class B Common Stock evidenced by a certificate surrendered to the
Corporation in accordance with the above procedures, subject to paragraph (a)
above, the Corporation shall execute and deliver to the transferor, without
charge, a new certificate evidencing the number of shares of Class B Common
Stock not sold or otherwise transferred.

         For the purpose of paragraph (b) above, a "Permitted Transferee" is
defined as :

                  (i)   (A) any Controlling Stockholder (which shall mean the
Reilly Family Limited Partnership or any successor entity thereto, Kevin P.
Reilly, Sr., Kevin P. Reilly, Jr., Wendell S. Reilly, Sean E. Reilly, and Anna
R. Cullinan; (B) the estate of a Controlling Stockholder; (C) the spouse or
former spouse of a Controlling Stockholder; (D) any lineal descendent of a
Controlling Stockholder, any spouse of such lineal descendent, a Controlling
Stockholder's grandparent, parent, brother or sister or a Controlling
Stockholder's spouse's brother or sister; (E) any guardian or custodian
(including a custodian for purposes of the Uniform Gift to Minors Act or Uniform
Transfers to Minors Act) for, or any conservator or other legal representative
of, one or more Permitted Transferees; or (F) any trust or savings or retirement
account, including an individual retirement account for purposes of federal
income tax laws, whether or not involving a trust, principally for the benefit
of one or more Permitted Transferees, including any trust in respect of which a
Permitted Transferee has any general or special testamentary power of
appointment which is limited to any other Permitted Transferee;

                  (ii)  the Corporation;

                  (iii) any employee benefit plan or trust thereunder sponsored
by the Corporation or any of its subsidiaries;

                  (iv)  any trust principally for the benefit of one or more of
the individuals, persons, firms or entities ("Persons") referred to in (i)
through (iii) above;

                  (v)   any corporation, partnership, or other entity if all of
the beneficial ownership is held solely by one or more of the Persons referred
to in (i) through (iv) above;

                  (vi)  any voting trust for the benefit of one or more of the
Persons referred to in (i) through (v) above; and

                  (vii) any broker or dealer in securities, clearing house,
bank, trust company, savings and loan association or other financial institution
which holds the Class B Common Stock as nominee for the benefit of a Permitted
Transferee thereof.

                  (c) Notwithstanding anything to the contrary set forth herein,
any holder of


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Class B Common Stock may pledge his shares of Class B Common Stock to a pledgee
pursuant to a bona fide pledge of such shares as collateral security for
indebtedness due to the pledgee without causing an automatic conversion of such
shares into Class A Common Stock, provided, however, that such shares may not be
transferred to or registered in the name of the pledgee unless such pledgee is a
Permitted Transferee. In the event of foreclosure or other similar action by a
pledgee who is not a Permitted Transferee, such pledged shares of Class B Common
Stock shall be converted automatically, without any act or deed on the part of
the Corporation or any other person, into shares of Class A Common Stock as
provided above.

                  (d) Each share of Class B Common Stock shall be convertible,
at the option of its holder, into one fully paid and non-assessable share of
Class A Common Stock at any time. In the event of such voluntary conversion, the
procedures set forth in paragraph (b) above shall be followed.

                  (e) The Corporation hereby reserves and shall at all times
reserve and keep available, out of its authorized and unissued Class A Common
Stock, for the purpose of effecting the conversions provided for herein, a
sufficient number of shares of Class A Common Stock to effect the conversion of
all outstanding Class B Common Stock. All of the Class A Common Stock so
issuable shall, when issued, be duly and validly issued, fully paid and
non-assessable, and free from liens and charges with respect to the issue. The
Corporation will take such action as may be necessary to ensure that all such
Class A Common Stock may be so issued without violation of any applicable law or
regulation, or of any requirements of any stock exchange or market on which any
shares of the Class A Common Stock are listed or quoted.

                  (f) In any merger, consolidation or business combination, the
consideration to be received per share by the holders of Class A Common Stock
and Class B Common Stock must be identical for each class of stock, except that
in any such transaction in which shares of Common Stock are to be distributed,
such shares may differ as to voting rights to the extent that voting rights
differ among Class A Common Stock and Class B Common Stock as provided herein.

                  4.1.5.   Preemptive Rights

                  No holder of shares of Common Stock shall be entitled to
preemptive or subscription rights.

         4.2      Class A Preferred Stock

         The powers, preferences, rights, qualifications, limitations and
restrictions relating to the Class A Preferred Stock are as follows:

                  4.2.1.   Rank

                  The Class A Preferred Stock, with respect to dividends and
upon liquidation, ranks senior to the Common Stock and is subject to all the
powers, preferences, rights and


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priorities of any Designated Preferred Stock.

                  4.2.2.   Dividends

                  Holders of Class A Preferred Stock, in priority to the Common
Stock, shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available therefor, dividends at the rate of
fifteen and 95/100 dollars ($15.95) per share per quarter, payable to the
stockholders of record at the close of business on such date before the payment
thereof as is fixed by the Board of Directors on declaring any such dividend.
Dividends shall be cumulative and the holders of Class A Preferred Stock shall
have no right to such dividend even though the Corporation has funds available
for the payment therefor, unless payment has been declared by the Board of
Directors. Dividends on the Class A Preferred Stock shall be paid or declared
and set apart for payment before dividends are declared and paid on the Common
Stock.

                  4.2.3.   Dissolution or Liquidation

                  In the case of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of the Class A
Preferred Stock shall be entitled to receive out of the assets of the
Corporation, whether such assets are capital or surplus, the sum of the par
value of the Class A Preferred Stock plus a further amount equal to any dividend
thereon accrued and unpaid to the date of such distribution before any payment
shall be made or any assets distributed to the Common Stock. Upon any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, if the
assets distributed among the holders of the Class A Preferred Stock are
insufficient to permit the payment to such holders of the full preferential
amounts to which they are entitled, the entire assets of the Corporation to be
distributed shall be distributed among the holders of the Class A Preferred
Stock. After payment to the holders of the Class A Preferred Stock of the full
preferential amounts to which they are entitled, the holders of the Common Stock
shall be entitled to receive ratably all the remaining assets. A merger or
consolidation of the Corporation with or into any other corporation or entity,
shall not be deemed to be a dissolution or liquidation within the meaning of
this provision.

                  4.2.4.   Voting

                  Except as otherwise provided by law, the holders of the Class
A Preferred Stock shall not be entitled to vote.

                  4.2.5.   Preemptive Rights

                  No holder of shares of Class A Preferred Stock shall be
entitled to preemptive or subscription rights.

         4.3.     Designated Preferred Stock

         The Board of Directors is authorized, subject to limitations prescribed
by law and the


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provisions of this Article FOURTH, to provide by resolution for the issuance of
the shares of undesignated Preferred Stock in one or more series, and by filing
a certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series, and to fix the designations, powers, preferences and rights of the
shares of each such series and qualifications, limitations or restrictions
thereof.

         The authority of the Board with respect to each series, which shall be
Designated Preferred Stock, shall include, but shall not be limited to,
determination of the following:

                  (a) The number of shares constituting that series and the
distinctive designation of that series;

                  (b) The dividend rate, if any, on the shares of that series,
whether dividends shall be cumulative, and if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends on shares of
the series;

                  (c) Whether that series shall have voting rights, in addition
to the voting rights provided by law, and, if so, the terms of such voting
rights;

                  (d) Whether that series shall have conversion privileges, and,
if so, the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors shall
determine;

                  (e) Whether or not the shares of that series shall be
redeemable, and if so, the terms and conditions of such redemption, including
the date or dates upon or after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;

                  (f) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and if so, the terms and amount
of such sinking fund;

                  (g) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares
of that series; and

                  (h) Any other relative rights, preferences and limitations of
that series.


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         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its President and Chief Executive Officer this 26th
day of February, 1998.


                                   LAMAR ADVERTISING COMPANY



                                   By: /s/ Kevin P. Reilly, Jr.
                                      ---------------------------------------
                                        Kevin P. Reilly, Jr.
                                        President and Chief Executive Officer





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