<PAGE>

ANNUAL REPORT

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

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997

                          Commission File No. 333-3338

                  ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Minnesota                                             41-1540241
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)


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

                         ADAMS OUTDOOR ADVERTISING, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Commission File No. 333-3338-01

         Minnesota                                             41-1540245
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)


 1380 West Paces Ferry Road, N.W., Suite 170, South Wing, Atlanta, GA     30327
--------------------------------------------------------------------------------
         (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code         (404) 233-1366
                                                           --------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  YES  X  NO
                                        ---   ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. (Applicable only to Adams
Outdoor Advertising, Inc.)

Class                               Outstanding as of  March 21, 1998
-----                               ---------------------------------
Common Stock,
$.001 par value                     10,000
<PAGE>

                                    CONTENTS
                                    --------


                                     PART I

ITEM 1.   Business
            General......................................................    1
            History......................................................    1
            Industry Overview............................................    1
            Business Strategy............................................    3
            Markets......................................................    4
            Sales and Marketing..........................................    6
            Local Market Operations......................................    7
            Competition..................................................    8
            Government Regulation........................................    9
            Employees....................................................    11


ITEM 2.   Facilities.....................................................    11
ITEM 3.   Legal Proceedings..............................................    12
ITEM 4.   Submission of Matters to a Vote of Security Holders............    12

                                     PART II

ITEM 5.   Market for Registrant's Common Equity and Related
            Stockholder Matters..........................................    12
ITEM 6.   Selected Financial Data........................................    12
ITEM 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations
            General......................................................    14
            Results of Operations........................................    17
            Liquidity and Capital Resources..............................    19
            Impact of Inflation..........................................    20
            Seasonality..................................................    20
ITEM 8.   Financial Statements and Supplementary Data....................    21
ITEM 9.   Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure..........................    21

                                  PART III

ITEM 10.  Management
            Executive Officers and Directors.............................    21
            Other Significant Management Personnel.......................    22
ITEM 11.  Executive Compensation.........................................    24
ITEM 12.  Security Ownership of Certain Beneficial Owners and Management.    27
ITEM 13.  Certain Relationships and Related Transactions.................    28

                                     PART IV

ITEM 14.   Exhibits, Financial Statements, Schedules and Reports on
             Form 8-K....................................................    29


                                       i
<PAGE>

Item 1.
                                    BUSINESS

General

     Adams Outdoor Advertising Limited Partnership (the "Company") is the sixth
largest owner and operator of outdoor advertising structures in the United
States. Adams Outdoor Advertising, Inc. is the managing general partner of the
Company. The Company provides outdoor advertising services to fourteen markets
and surrounding areas in the Midwest, southeast and mid-Atlantic states:
Charlotte, NC; Charleston, SC; Orangeburg, SC; Florence, SC; Laurens, SC;
Kalamazoo, MI; Lansing, MI; Jackson, MI; Lehigh Valley, PA; Northeast PA;
Madison, WI; Minneapolis, MN; Norfolk, VA; and Peoria, IL. As of December 31,
1997, the Company operated, in the aggregate, 9,754 advertising displays,
including 2,719 painted bulletins, 6,372 30-sheet posters, 240 junior (8-sheet)
posters and 423 transit displays.


History

     The Company's business was founded in 1983 with the acquisition of Central
Outdoor Advertising, which had offices in Lansing, Jackson and Kalamazoo, MI.
Over the next five years, the Company pursued a strategy of geographic expansion
into additional medium-sized markets, primarily through the acquisition of
existing outdoor advertising businesses in selected Midwest, southeast and
mid-Atlantic markets. This geographic expansion strategy has enabled the Company
to capitalize on the efficiencies, economies of scale and marketing
opportunities associated with operating outdoor advertising businesses located
in proximate or contiguous geographic markets to its primary markets. Since
1988, the Company's sales and growth in Operating Cash Flow (operating income
plus depreciation, amortization and deferred compensation expense) have resulted
from a concentration on rate and occupancy levels of existing inventory,
construction of new displays, upgrading of displays in existing markets,
acquisition of displays in existing markets, and new market acquisitions in
South Carolina and Pennsylvania.


Industry Overview

     Outdoor advertising is one of several major advertising media that includes
television, radio, newspapers and magazines, among others. According to the
Outdoor Advertising Association of America, Inc. ("OAAA"), an industry trade
association, outdoor advertising in the United States generated total revenues
of approximately $2.1 billion in 1997, a record for the industry and an 8.8%
increase over 1996. Because of its repetitive impact and relatively low
cost-per-thousand impressions (a commonly used media standard), outdoor
advertising is attractive to both large national advertisers and smaller local
and regional businesses.

     The principal outdoor advertising display is the billboard, of which there
     are three standardized formats:

                                       1
<PAGE>

  .  Painted bulletins are generally 14 feet high and 48 feet wide (672 square
     feet) and consist of panels or a single sheet of vinyl that are hand
     painted at the facilities of the outdoor advertising company or computer
     painted in accordance with design specifications supplied by the
     advertiser. The panels or vinyl are then transported to the billboard site
     and mounted to the face of the display. On occasion, to attract more
     attention, some of the displays are designed to extend beyond the linear
     edges of the display face and may include three-dimensional embellishments
     for which the outdoor advertising company often receives additional
     revenue. Because of painted bulletins' greater impact and higher cost
     relative to other types of billboards, they are usually located near major
     highways, and space is usually sold to advertisers for periods of four to
     twelve months.

  .  30-sheet posters are generally 12 feet high by 25 feet wide (300 square
     feet) and are the most common type of billboard. Lithographed or
     silk-screened paper sheets that are supplied by the advertiser are
     pre-pasted and packaged in airtight bags by the outdoor advertising company
     and applied, like wallpaper, to the face of the display. The 30-sheet
     posters are concentrated on major traffic arteries and space is usually
     sold to advertisers for periods of one to twelve months.

  .  Junior (8-sheet) posters are usually 6 feet high by 12 feet wide (72 square
     feet). The displays are prepared and mounted in the same manner as 30-sheet
     posters. Most junior posters, because of their smaller size, are generally
     concentrated on city streets and are targeted at pedestrian traffic. Space
     on junior posters is usually sold to advertisers for periods of one to
     twelve months.

     Typically, billboards are mounted on structures that are owned by the
outdoor advertising company and located on sites that are owned or leased by it
or on which it has an easement. Leases of structure sites usually provide for a
term of three to ten years depending on locale. A structure may contain one or
more displays (generally two), each of which is referred to as a "face."

     A more recent addition to the various types of outdoor advertising displays
is bus shelter displays and transit ads, which are located on the sides of
buses. Bus shelter displays are usually enclosed within glassed, back-lit cases
on two or more sides of a pedestrian shelter located at an urban bus stop.
Transit displays are inserted into panels on the sides and back exteriors of
buses. The advertisements appear on lithographed or silk-screened posters
supplied in a single sheet by the advertiser. Transit displays and bus shelter
displays generally are sold to advertisers for periods of one to twelve months.

     Advertisers usually contract for outdoor displays (and other media
exposure) through advertising agencies, which are responsible for the artistic
design and written content of the advertising as well as the choice of media and
the planning and implementation of the overall campaign. Outdoor advertising
companies pay commissions to the agencies for advertising contracts secured
through such agencies. Advertising contracts are negotiated on the basis of the
monthly rates that are published in the outdoor advertising company's "rate
card." These rates, which are typically set annually during the first quarter of
each year, are based on a particular

                                       2
<PAGE>

display's exposure (or number of "impressions" delivered) in relation to the
demographics of the particular market and its location within that market. The
number of "impressions" delivered by a display (measured by the number of
vehicles passing the site during a defined period and weighted to give effect to
such factors as its proximity to other displays and the speed and viewing angle
of approaching traffic) are determined by surveys that are verified by the
Traffic Audit Bureau, an independent agency which is the outdoor advertising
industry's equivalent of television's Arbitron ratings and which audits
approximately 175,000 outdoor advertising sites annually.

     Advertisers purchase outdoor advertising for a variety of reasons. In the
case of restaurants, motels, service stations and similar roadside businesses,
the message reaches potential customers close to the point of sale and provides
ready directional information. For advertisers seeking to build product brand
name awareness, outdoor advertising is attractive because of its constant
repetition and comparatively low cost per thousand impressions.

     According to the OAAA, the top ten categories of businesses ranked by
outdoor advertising expenditures for 1997 were entertainment, business and
consumer services, tobacco products, retail establishments, hotel/motel,
automotive, publishing and media, insurance and real estate, drugs and remedies,
and beer and wine.


Business Strategy

     The Company's strategy is to focus its operations on providing value-added
outdoor advertising services to advertisers in medium-sized markets in which it
is or could be the leading provider of such services. The Company believes that
its focus on medium-sized markets allows it to achieve a dominant share of
outdoor advertising revenues and display faces within those markets. The Company
also believes that by educating current and potential customers on the
effectiveness of the outdoor medium, it has a significant opportunity to gain a
larger share of overall advertising expenditures. The Company's business
strategy comprises the following elements:

     .  Focus marketing efforts on local and regional advertisers in order to
        develop and maintain a diverse client base and to limit reliance on
        national advertising accounts. The Company believes that focusing on
        local and regional advertisers helps generate stable revenue growth and
        reduce its reliance on any single local economy or industry segment. In
        1997 net revenues attributable to local and regional advertising
        accounted for 89.5% of total net revenues.

     .  Take advantage of recent technological advances in computer and printing
        technology, which allow the Company to provide higher quality
        reproduction to its customers, thereby attracting new advertisers to the
        outdoor medium.

                                       3
<PAGE>

     .  Raise potential customers' awareness of the reach, impact and value of
        outdoor advertising and convince customers to use outdoor advertising as
        an integral part of their advertising plan.

     .  Continue to enhance sales, marketing and customer service capabilities.
        The Company's salespersons are paid pursuant to a performance-based
        compensation system and supervised by a local sales manager executing a
        coordinated marketing plan.

     .  Increase revenues from existing display faces by developing programs
        that maximize advertising rates and optimize occupancy levels in each
        market. In addition, the Company also plans to continue to pursue new
        advertising categories, such as transit buses and passenger shelters, to
        further diversify the Company's revenue base.

     .  Expand operations within the Company's markets through construction of
        new display faces and the upgrading of existing displays, placing an
        emphasis on painted bulletins, which generally command higher rates and
        longer contracts from advertisers.

     .  Pursue strategic acquisitions of outdoor displays in existing and
        contiguous markets and capitalize on the efficiencies, economies of
        scale and significant opportunities for inter-market cross-selling that
        are associated with operating in proximate or contiguous geographic
        markets.

     The Company recognizes, and closely monitors, the needs of its customers
and seeks to provide them with a quality advertising product at a lower cost
than competitive media. The Company believes it has a reputation of providing
excellent customer service and quality outdoor advertising space. As such, the
Company is nationally recognized as a five star member (the highest ranking) of
the OAAA, a distinction currently held by only 35 of the approximately 800
members of the OAAA.


Markets

     The Company operates in eleven geographically diverse medium-sized
markets that offer to local, regional and national advertisers significant areas
of population to whom advertising may be targeted. In addition, the Company
offers comprehensive outdoor advertising services, including local production
facilities and local representation, in all of its markets except in the
Minneapolis market.

     The following table sets forth information as of December 31, 1997 with
respect to each of the Company's markets, including the ADI (as defined herein)
rank of that market and the number of each display type operated by the Company
in that market:

                                       4
<PAGE>

<TABLE>
<CAPTION>
                                         ADI        Painted     30-Sheet      8-Sheet      Transit
Market                                Ranking(a)   Bulletins     Posters      Posters      Displays      Total
------                                ----------   ---------    --------      -------      --------      -----
<S>                                   <C>          <C>          <C>           <C>          <C>           <C>
Charlotte, NC....................             29         635         936           60            --       1631
Lansing, MI......................            108         306         504           --            --        810
Jackson, MI (b)..................             --         164         423           --            --        587
Kalamazoo, MI....................             38         293         755           --            --      1,048
Lehigh Valley, PA (c)............             --         200         731           --            --        931
Madison, WI......................             88          77         253           --           423        753
Norfolk, VA......................             39         159         607           26            --        792
Peoria, IL.......................            115          75         320           35            --        430
Minneapolis, MN..................             14         110          --           --            --        110
Northeast PA.....................             48         173         557           --            --        730
South Carolina...................            111         527        1286          119            --       1932
                                                        ----       -----          ---           ---      -----
             Total...............                       2719       6,372          240           423      9,754
                                                        ====       =====          ===           ===      =====
</TABLE>

(a)  Indicates the market rank of the area of dominant influence ("ADI"), as
     determined by The Arbitron Company, within which the office is located.
     ADIs are ranked based on population, with the market having the largest
     population ranked first. ADI rank is the standard measure of market size
     used by the media industry.

(b)  The Jackson, MI market is included in the Lansing, MI ADI ranking.

(c)  The Lehigh Valley market is included in the Philadelphia ADI ranking.
     According to the U.S. Census Bureau, the Lehigh Valley market was the 86th
     largest metropolitan statistical area in the United States at December 31,
     1990, the latest date for which such information is available.

     The following tables set forth information with respect to the net
revenues, operating income and operating margins for the Company's displays in
each of its markets for each of the past five years. Amounts presented for
Northeast PA and South Carolina include results from their acquisition dates of
November 8, 1996 and December 2, 1996, respectively, through December 31, 1997.

                                 Net Revenues
<TABLE>
<CAPTION>
                                                             Year ended December 31,
                                                  -----------------------------------------------
                   Market                1997           1996            1995           1994           1993
               --------------            ----           ----            ----           ----           ----
                                                               (dollars in thousands)
<S>                                     <C>            <C>            <C>            <C>            <C>
Charlotte, NC....................       $11,882        $10,499        $  9,680       $  8,646       $  7,518
Lansing/Jackson, MI..............         9,296          8,683           8,227          7,541          6,873
Kalamazoo, MI....................         6,460          5,628           5,535          4,976          4,640
Lehigh Valley, PA................         6,461          6,293           5,909          5,045          4,532
Madison, WI......................         3,782          3,430           3,070          2,545          2,039
Norfolk, VA......................         6,065          6,359           5,672          4,827          4,309
Peoria, IL.......................         3,016          2,836           2,562          2,397          2,028
Minneapolis, MN..................         3,274          2,930           2,236          1,674          1,523
Northeast PA.....................         2,212            273              --             --             --
South Carolina...................         4,837            329              --             --             --
                                        -------        -------         -------        -------        -------
             Total...............       $57,285        $47,260         $42,891        $37,651        $33,462
                                        =======        =======         =======        =======        =======
</TABLE>

                                       5
<PAGE>

                                Operating Income
<TABLE>
<CAPTION>
                                                           Year Ended December 31,
                                             ------------------------------------------------
               Market                1997           1996            1995           1994           1993
               ------                ----           ----            ----           ----           ----
                                                          (dollars in thousands)
<S>                                 <C>            <C>          <C>              <C>            <C>
Charlotte, NC.................      $5,425         $4,251       $  3,602         $2,701         $1,904
Lansing/Jackson, MI...........       3,636          3,738          3,570          3,044          2,603
Kalamazoo, MI.................       2,646          2,409          2,440          1,967          1,852
Lehigh Valley, PA.............       2,500          2,495          2,161          1,466          1,155
Madison, WI...................       1,799          1,597          1,232            915            791
Norfolk, VA...................       2,479          2,798          2,279          1,387            955
Peoria, IL....................       1,329          1,110            863            851            582
Minneapolis, MN...............       1,036            889            631            233            401
Northeast PA..................         166            (8)             --             --             --
South Carolina................       (735)           (50)             --             --             --
Corporate.....................     (4,724)        (4,342)         (3,844)        (2,871)        (1,847)
                                   -------       --------        --------        -------        -------
                  Total.......     $15,557       $14,887         $12,934         $9,693         $8,396
                                   =======       ========        ========        =======        =======
</TABLE>

                                Operating Margin
<TABLE>
<CAPTION>
                                                          Year Ended December 31,
                                             ------------------------------------------------
               Market                1997           1996            1995           1994           1993
               ------                ----           ----            ----           ----           ----
<S>                                  <C>            <C>            <C>             <C>            <C>
Charlotte, NC.................       45.7%          40.5%           37.2%          31.2%          25.3%
Lansing/Jackson, MI...........       39.1%          43.1            43.4           40.4           37.9
Kalamazoo, MI.................       41.0%          42.8            44.1           39.5           39.9
Lehigh Valley, PA.............       38.7%          39.6            36.6           29.1           25.5
Madison, WI...................       47.6%          46.6            40.1           36.0           38.8
Norfolk, VA...................       40.9%          44.0            40.2           28.7           22.2
Peoria, IL.....................      44.1%          39.1            33.7           35.3           28.7
Minneapolis, MN...............       31.6%          30.3            28.2           13.9           26.3
Northeast PA..................        7.5%           --             --              --             --
South Carolina................      (15.2%)          --             --              --             --
                                     -----          -----          -----           -----          -----
                  Total.......       27.2%          31.5%          30.2%           25.7%          25.1%
                                     =====          =====          =====           =====          =====
</TABLE>

Sales and Marketing

     The growth in the Company's revenues and Operating Cash Flow is primarily a
result of its focus on the use of sales and marketing staff to increase the
productivity of its inventory of displays while maintaining strict controls on
its expenses.

     Historically, outdoor advertising companies have derived a significant
portion of their revenues from large national advertisers, such as tobacco
companies, auto manufacturers and distributors of alcoholic beverages. As
tobacco industry advertising purchases have declined in recent years, some
outdoor advertising companies have recently shifted their marketing focus to
local and regional advertisers to replace these lost revenues. Nonetheless,
large national advertisers continue to account for a significant percentage of
outdoor advertising industry revenues. Despite this fact, the Company believes
that sales to local and regional advertisers lend stability to its revenue
stream by diversifying its customer base. The Company emphasizes sales to local
and regional customers. In 1997, the Company generated approximately 89.5% of
its net

                                       6
<PAGE>

revenues from local and regional sales. The Company believes that the Company's
local and regional focus enables it to capitalize on the growing use of outdoor
media by advertisers that historically have relied on other media in marketing
their products and services, such as consumer product companies, professional
service firms, health care providers and financial institutions.

     The Company's sales and marketing strategy has been successful largely due
to the efforts of its team of general managers in its markets. These general
managers have an average of over 14 years of experience in the outdoor
advertising industry and are responsible for implementing the Company's sales
and marketing strategy. Each of the Company's markets has a team of account
executives that is supported locally by a creative department, which provides
innovative marketing ideas, generates art work and designs billboard advertising
for potential customers' advertising campaigns. In addition, each market has a
business development staff, which makes available comprehensive information
about local market research, customer needs and advertising opportunities. This
allows the Company to assess the impact and potential reach for a potential
target customer's display in a given market. The sales and marketing departments
focus on increasing revenues through developing new marketing programs for
customers, educating both current and potential customers on the effectiveness
of the outdoor advertising product relative to other advertising media and
integrating this medium into a customer's marketing plan. The Company's sales
personnel are compensated primarily on a commission basis which maximizes their
incentive to perform.

     The following table illustrates the diversity of the Company's markets and
customers by setting forth the percentage of the Company's gross revenues for
1997 attributable to each of the top ten advertising categories:

                            1997 Revenues by Category
                           (Percent of Gross Revenues)


                                                                        Total
        Tobacco.......................................................     12.3%
        Restaurants...................................................      9.7%
        Automotive....................................................      8.0%
        Amusement.....................................................      5.7%
        Hotel/Motel...................................................      5.1%
        Radio/Television..............................................      4.5%
        Health Care...................................................      4.0%
        Beverage-Alcoholic............................................      3.1%
        Real Estate...................................................      3.1%
        Banking.......................................................      3.0%
        All Others....................................................     41.5%
                                                                          -----
                   Total..............................................    100.0%
                                                                          =====


Local Market Operations

     In each of its primary markets, the Company maintains a complete outdoor
advertising operation including a sales office, a construction and maintenance
facility, an art department

                                       7
<PAGE>

equipped with state-of-the-art computer technology, a real estate unit and
support staff. The Company conducts its outdoor advertising operations through
these local offices, which is consistent with senior management's belief that an
organization with decentralized sales and operations is more responsive to local
market demand and provides greater incentives to employees. At the same time,
the Company maintains consolidated accounting and financial controls, which
allow it to monitor closely the operating and financial performance of each
market. The general managers, who report directly to the Company's chief
executive officer, are responsible for the day-to-day operations of their
offices and are compensated based on the financial performance of their
respective markets. In general, these local managers oversee market development,
production and local sales.

     Each local office is responsible for locating and ultimately obtaining
sites for the displays in its market. Each office has a leasing department,
which maintains an extensive data base containing information on local property
ownership, lease contract terms, zoning ordinances and permit requirements. The
Company owns certain of the sites on which its displays are located and leases
others. Site lease contracts vary in term but typically range from three to ten
years with various termination and renewal provisions. As of and for the twelve
months ended December 31, 1997, the Company had approximately 3,630 active site
leases accounting for a total land lease expense of approximately $6.9 million,
representing approximately 12.0% of net revenues.

     In each of its primary markets, the Company has construction and
maintenance facilities, which facilitate the expeditious and economical
construction and maintenance of displays and the painting and mounting of
customers' advertisements. Typically, the Company uses vinyl skins for
bulletins. The vinyl skins are reusable, thereby reducing the Company's
production costs, and are easily transportable. Due to the geographic proximity
of the Company's markets and the transportability of vinyl skins, the Company
can shift production among markets to use its available capacity more
effectively. The local offices also maintain fully equipped art departments to
assist local customers in the development and production of creative, effective
advertisements.


Competition

     The Company competes in each of its markets with other outdoor advertisers
as well as other media, including broadcast and cable television, radio,
newspaper and direct mail marketers. In competing with other media, outdoor
advertising relies on its low cost-per-thousand impressions and its ability to
repetitively reach a broad segment of the population in a specific market or
geographic area within that market. In most of its markets, the Company
encounters direct competition from other major outdoor media companies,
including Outdoor Services, Inc. and Whiteco, among others, each of which has a
large national network and resources significantly greater than the Company's.
The Company believes that its focus on local and regional advertisers and its
position as the leading provider of full service outdoor advertising in each of
its primary markets enable it to compete effectively with other outdoor media
operators, as well

                                       8
<PAGE>

as other media, both within those markets and in each respective region. The
Company also competes with other outdoor advertising companies for sites on
which to build new structures.


Government Regulation

     The outdoor advertising industry is subject to governmental regulation at
the federal, state and local level. Federal law, principally the Highway
Beautification Act of 1965, encourages states, by the threat of withholding
federal appropriations for the construction and improvement of highways within
such states, to implement legislation to control outdoor advertising structures
located within 660 feet of or visible from interstates and primary highways,
except in commercial or industrial areas, and to force the removal at the
owner's expense and without any compensation of any nonconforming structures on
such highways. The Highway Beautification Act and the various state statutes
implementing it require the payment of just compensation whenever governmental
authorities require legally erected and maintained structures to be removed from
federally-aided highways.

     States and local jurisdictions have, in some cases, passed additional
regulation on the construction, repair, upgrading, height, size and location of
outdoor advertising structures adjacent to federally-aided highways and other
thoroughfares. Such regulations, often in the form of municipal building, sign
or zoning ordinances, specify standards for the height, size and location of
outdoor advertising structures. In the event non-conforming advertising
structures are damaged, including damage caused by natural events, such as
windstorms and hurricanes, the Company may not be able to repair the structures.
In some cases, the construction of new or relocation of existing structures is
prohibited. Some jurisdictions also have restricted the ability to enlarge or
upgrade existing structures, such as converting from wood to steel or from
non-illuminated to illuminated structures. From time to time, governmental
authorities order the removal of structures by the exercise of eminent domain or
through various regulatory actions or other litigation. In such cases, the
Company seeks compensation under appropriate procedures and thus far, the
Company has been able to obtain satisfactory compensation for any of its
structures removed at the direction of governmental authorities. However,
compensation may not always be available in such circumstances. Some
municipalities have attempted to regulate outdoor advertising by taxing revenues
attributable to advertising structures, or by requiring the payment of annual
permit fees based on factors such as the square footage of an outdoor
advertising company's display faces, located in those municipalities. Other
municipalities take into account lease payments received by lessors of property
on which advertising structures are located in making property tax assessments.
These taxes and fees can increase an outdoor advertising company's direct
operating costs.

     Amortization legislation has also been adopted in some areas across the
country, including Charlotte, NC, one of the Company's markets. Amortization
only permits the owner of an outdoor advertising structure to operate its
structure as a non-conforming use for a specified period of time, after which it
must remove or otherwise conform its structure to the applicable regulations at
its own cost without any compensation. Some jurisdictions require the removal of
certain structures without any compensation if there is a change in use of the
premises (e.g.,

                                       9
<PAGE>

construction on previously unimproved land). Amortization and such other
regulations requiring the removal of structures without compensation currently
are subject to vigorous litigation in the state and federal courts, which have
reached differing conclusions as to their constitutionality.

     In 1988, the city of Charlotte, NC, adopted a comprehensive sign ordinance
prohibiting the construction of virtually all new off-premises outdoor
advertising signs within the City limits and mandating that all non-conforming
signs either be brought into compliance or be removed by February 1, 1996 at the
owner's expense without payment of compensation. Through March 1998, the Company
received a total of 307 NOV's (notices of violation). The company does not
anticipate the issuance of any additional NOV's by the City of Charlotte. The
removal period for signs that cannot be brought into compliance was extended
until February 1, 1998 by a blanket variance granted by the City. The Company
could be forced to remove approximately 250 nonconforming signs at its expense,
with a material adverse impact on the gross revenues and cash flow attributable
to the Charlotte market, but, in the opinion of management, not on the financial
condition of the Company as a whole. In 1988 the Company filed a lawsuit in the
Superior Court of Mecklenburg County, North Carolina, challenging the
constitutionally of the sign ordinance. This litigation was stayed by mutual
agreement until November 1997. The stay has expired, and the parties are now
engaged in discovery and preparation for trial. The Company has been advised
that it will be approximately five years before that is a final resolution of
the litigation and that no signs will have to be removed until a final judgement
has been entered against the Company. Accordingly, the Company believes it is
unlikely that any nonconforming signs will have to be removed until 2003 or
later, if at all.

     In other localities in which the Company operates, outdoor advertising is
subject to restrictive and, in some cases, prohibitive zoning regulations.
Management expects federal, state, and local regulations to continue to be a
significant factor in the operation of the Company's business

         In recent years, there have been movements to restrict billboard
advertising of certain products, including tobacco and alcohol. No bills have
become law at the federal level except those requiring health hazard warnings
similar to those on cigarette packages and print advertisements. It is uncertain
whether legislation of this type will be enacted in the future. Most recently,
in May 1996, Phillip Morris U.S.A., the domestic tobacco subsidiary of Phillip
Morris Companies Inc., announced a proposal for comprehensive federal
legislation to address concerns regarding the use of tobacco products by minors
which included provisions that would ban all outdoor tobacco product advertising
within 1,000 feet of any playground or elementary or secondary school, on
8-sheet-posters in urban neighborhoods and on transit displays.

         In addition, it has been reported that certain cigarette manufacturers
who are defendants in numerous class-action suits throughout the United States
have reached agreement with the Attorneys General of various states for an out
of court settlement with respect to such suits. The settlement is subject to
various conditions including approval and implementing legislation by the United
States Congress. A reduction in outdoor advertising by the tobacco industry
would cause an immediate reduction in the Company's direct revenue from such
advertisers at least in the immediate term following the imposition of such ban
while alternate sources of advertising

                                       10
<PAGE>

are secured. Such ban would also increase the available space on the existing
inventory of billboards in the outdoor advertising industry. This could in turn
result in a reduction of outdoor advertising rates in each of the Company's
outdoor advertising markets or limit the ability of industry participants to
increase rates for some period of time. Accordingly, there can be no assurance
that the Company will immediately replace tobacco industry advertising revenue
in the event of a total ban of tobacco advertising on outdoor billboards and
signs and the consequences of such ban could have a material adverse affect on
the Company. Furthermore, even in the event the advertising ban does not take
place, state and local governments have recently proposed and some have enacted
regulations restricting or banning outdoor advertising of tobaccos in certain
jurisdictions.


     To date regulations applicable in the Company's markets have not materially
affected its operations, and compliance with those regulations has not had a
material impact on its costs. No assurance can be given, however, as to the
effect of changes in those regulations or of new regulations that may be adopted
in the future.


Employees

     As of December 31, 1997, the Company employed 334 persons, of whom
approximately 117 were primarily engaged in sales and marketing, 157 were
engaged in painting, posting, construction and maintenance of displays, and the
balance were employed in financial, administrative and similar capacities. No
employees are covered by a collective bargaining agreement except for five
production shop workers in Peoria, IL covered by a collective bargaining
agreement with the Brotherhood and Painters and Allied Trades that expires on
December 31, 1998. Management considers its employee relations to be good.


Item 2.

Facilities

     The Company's corporate office is located in Atlanta, GA. In addition, the
Company has an office and complete production and maintenance facilities in each
of Charlotte, NC; Charleston, SC; Orangeburg, SC; Florence, SC; Laurens, SC;
Kalamazoo, MI; Lansing, MI; Jackson, MI; Lehigh Valley, PA; Northeast PA;
Madison, WI; Norfolk, VA; and Peoria, IL. Additionally, the Company has a sales
office in Minneapolis, MN. The Peoria and Minneapolis facilities are leased, and
all other facilities are owned. The Company considers its facilities to be well
maintained and adequate for its current and reasonably anticipated future needs.

     The Company owns approximately 146 parcels of real property that serve as
the sites for its outdoor displays. The Company also has easements on
approximately 48 parcels of real property on which it has outdoor displays.
Additionally, the Company's displays are located on sites leased or licensed by
the Company, typically for three to ten years with renewal options.

                                       11
<PAGE>

Item 3

Legal Proceedings

     The Company from time to time is involved in litigation in the ordinary
course of business, including disputes involving advertising contracts, site
leases, employment claims, construction matters, condemnation and amortization.
The Company is also involved in routine administrative and judicial proceedings
regarding permits and fees relating to outdoor advertising structures and
compensation for condemnations. The Company is not a party to any lawsuit or
proceeding which, in the opinion of management, is likely to have a material
adverse effect on the Company. See "Business--Government Regulation."

     Information contained in this Annual Report, including, without limitation
information in this Business section may contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995,
which can be identified by the use of forward-looking terminology as "may,"
"will," "would," "expect," "anticipate," "estimate" or "continue" or the
negative thereof or other variations thereon or comparable terminology. Certain
factors, including, the Company's substantial leverage, regulation of outdoor
advertising by federal, state and local governments, tobacco advertising
patterns, competition and general economic conditions, could cause actual
results to differ materially from those in such forward-looking statements.


Item 4

Submission of matters to a vote of security holders

None.


Part II

Item 5

Market for Registrant's Common Equity and Related Stockholder Matters

Not Applicable.


Item 6

SELECTED CONSOLIDATED FINANCIAL DATA

         The following selected consolidated financial data, insofar as it
relates to each of the years in the five-year period ended December 31, 1997,
has been derived from the Company's

                                       12
<PAGE>

financial information and should be read in conjunction with the audited
financial statements, including the Company's balance sheets at December 31,
1996 and 1997 and the related statements of operations for each of the years in
the three-year period ended December 31, 1997 and the notes thereto appearing
elsewhere in this Form 10-K. The selected consolidated financial data should
also be read in conjunction with the information contained in "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

                      SELECTED CONSOLIDATED FINANCIAL DATA
                             (dollars in thousands)
<TABLE>
<CAPTION>
                                                                  Year Ended December 31,
                                                         ----------------------------------------
                                                 1997         1996         1995         1994         1993
                                                 ----         ----         ----         ----         ----
<S>                                              <C>          <C>         <C>           <C>          <C>
Statement of Operations Data:
    Gross revenues.........................        $63,302      $52,421   $ 47,589      $ 41,748     $ 36,972
    Agency commissions.....................          6,017        5,161      4,698         4,097        3,510
                                                   -------      -------   --------      --------     --------
    Net revenues...........................         57,285       47,260     42,891        37,651       33,462
    Direct advertising expenses............         29,089       22,412     20,848        19,561       17,539
    Corporate general and administrative
     expense...............................          3,589        2,405      1,114         1,183          998
    Depreciation and amortization..........          8,149        6,105      5,568         5,684        5,893
    Deferred compensation expense(a).......            901        1,451      2,427         1,530          636
                                                   -------      -------   --------      --------     --------
    Operating income.......................         15,557       14,887     12,934         9,693        8,396
    Interest expense.......................         14,601       12,523     11,263         9,877        9,111
    Other expenses (income), net...........             43         (32)         16            38         (164)
    Loss on disposal of assets, net........            122          861         93           388          388
                                                   -------      -------   --------      --------     --------
        Net income (loss)..................           $791       $1,535   $  1,562     $    (610)   $    (939)
                                                   =======      =======   ========      ========     ========

                                                                          As of December 31,

                                                 1997         1996         1995         1994         1993
                                                 ----         ----         ----         ----         ----
Balance Sheet Data:
    Cash and cash equivalents..............         $3,121       $3,533     $2,131        $1,722       $1,990
    Working capital........................          3,096        4,969      5,944         4,646        4,348
    Total assets...........................         77,474       77,114     48,211        50,650       54,637
    Total debt.............................        135,034      133,421    107,443       113,261      118,124
    Total partners' deficit................      $(69,586)    $(68,444)   $(66,829)     $(68,391)    $(67,781)

                                                                 Year ended December 31,
                                                         ----------------------------------------
                                                 1997         1996         1995         1994         1993
                                                 ----         ----         ----         ----         ----
<S>                                              <C>          <C>         <C>           <C>          <C>
Other Data:
    Operating Cash Flow(b).................        $24,606      $22,443   $ 20,929      $ 16,907     $ 14,925
    Capital expenditures...................         $7,646       $4,419   $  2,251      $  1,926     $  1,661
    Ratio of earnings to fixed charges(c)..          2.07x        2.19x      1.07x           --           --
    Ratio of debt to net income(d).........         170.71        86.92      68.79           --           --
    Cash flow provided by (used in):
        Operating activities...............         $7,150      $12,537   $  9,151      $  7,092     $  4,984
        Investing activities...............       $(7,462)    $(28,675)   $ (1,979)     $ (1,791)    $ (1,654)
        Financing activities...............          (100)      $17,540   $ (6,763)     $ (5,569)    $ (2,769)
</TABLE>

(a) Deferred compensation expense represents accrued expenses under certain
    deferred compensation arrangements, including phantom stock and nonqualified
    retirement plan agreements with certain key management personnel. The
    phantom stock agreements in effect provide for the repurchase of the
    "phantom stock" in three equal annual payments after each executive's
    termination, death or disability, the sale of the Company, or the fifth
    anniversary of the agreement's execution. See "Management--Agreements with
    Management--Incentive Compensation."
(b) The following table sets forth the calculation of "Operating Cash Flow."

                                       13
<PAGE>

<TABLE>
<CAPTION>
                                                                   Year ended December 31
                                                         ----------------------------------------
                                                 1997         1996         1995         1994         1993
                                                 ----         ----         ----         ----         ----
    <S>                                          <C>          <C>          <C>          <C>          <C>
    Operating income......................         $15,557      $14,887     $ 12,934     $  9,693     $  8,396
    Depreciation and amortization.........           8,148        6,105        5,568        5,684        5,893
    Deferred compensation expense.........             901        1,451        2,427        1,530          636
                                                   -------      -------     --------     --------     --------
    Operating Cash Flow...................         $24,606      $22,443     $ 20,929     $ 16,907     $ 14,925
                                                   =======      =======     ========     ========     ========
</TABLE>

    Operating Cash Flow is not intended to represent net cash flow provided by
    operating activities as defined by generally accepted accounting principles
    and should not be considered as an alternative to net income (loss) as an
    indicator of the Company's operating performance or to net cash provided by
    operating, investing and financing activities as a measure of liquidity or
    ability to meet cash needs. The Company believes Operating Cash Flow is a
    measure commonly reported and widely used by analysts, investors and other
    interested parties in the media industry. Accordingly, this information has
    been disclosed herein to permit a more complete comparative analysis of the
    Company's operating performance relative to other companies in the media
    industry. However, the definition of Operating Cash Flow or of similarly
    defined terms may vary among companies and such differences should be noted
    in comparing the Company's operating performance relative to other
    companies. See "Management's Discussion and Analysis of Financial Condition
    and Results of Operations."
(c) Earnings consist of operating income plus fixed charges adjusted to exclude
    capitalized interest. The Company's fixed charges consist of interest
    expense plus amortization of deferred financing costs. Earnings were
    inadequate to cover fixed charges by approximately $1.6 million and $1.3
    million for the years ended December 31, 1993 and 1994, respectively.
(d) The ratio of total debt to net income for the years ended  December 31, 1993
    and 1994 is not  meaningful due to the net losses for those periods.


Item 7

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

General

     The Company is the sixth largest owner and operator of outdoor advertising
structures in the United States. The Company provides outdoor advertising
services through fourteen facilities in the Midwest, southeast and mid-Atlantic
states: Charlotte, NC; Charleston, SC; Orangeburg, SC; Florence, SC; Laurens,
SC; Kalamazoo, MI; Lansing, MI; Jackson, MI; Lehigh Valley, PA; Northeast PA;
Madison, WI; Minneapolis, MN; Norfolk, VA; and Peoria, IL. As of December 31,
1997, the Company operated 9,754 advertising displays, including 2,719 painted
bulletins, 6,372 30-sheet posters, 240 junior (8-sheet) posters and 423 transit
displays.

     The Company's business was founded in 1983 with the acquisition of Central
Outdoor Advertising, which had offices in Lansing, Jackson and Kalamazoo, MI.
Over the next five years, the Company pursued a strategy of geographic expansion
into additional medium-sized markets, primarily through the acquisition of
existing outdoor advertising businesses in selected Midwest, southeast and
mid-Atlantic markets. This geographic expansion strategy has enabled the Company
to capitalize on the efficiencies, economies of scale and marketing
opportunities associated with operating outdoor advertising businesses located
in proximate or contiguous geographic markets.

     As a result of its acquisition of outdoor advertising businesses from 1983
to 1988, the Company incurred substantial debt. Interest expense required to
service such debt, together with depreciation and amortization, has contributed
to historical marginal profits for the Company.

                                       14
<PAGE>

     Since 1991, the Company has continued to strengthen its market share
through the construction and acquisition of displays in its existing markets,
introduction of transit advertising in its Madison, WI market and acquisitions,
in the last quarter of 1996, of operations in South Carolina and Pennsylvania.
This expansion has been financed through internally generated cash flow and
borrowings from the Company's $35 million credit facility.

     The following table presents certain information from the Consolidated
Statements of Operations as a percentage of net revenues for each of the three
years in the three-year period ended December 31, 1997.


<TABLE>
<CAPTION>
                                                               Years Ended December 31,
                                                               -------------------------
                                                             1997         1996         1995
                                                             ----         ----         ----
<S>                                                          <C>          <C>          <C>
Net revenues................................................    100.0%       100.0%       100.0%
Direct advertising expenses.................................     50.8         47.4         48.6

Corporate general and administrative expenses...............      6.2          5.1          2.6
                                                                ------       ------       ------

Operating Cash Flow.........................................     43.0         47.5         48.8
Depreciation and amortization...............................     14.2         12.9         13.0
Deferred compensation expense...............................      1.6          3.1          5.6
                                                                ------       ------       ------

Operating income............................................     27.2         31.5         30.2
Interest expense............................................     25.5         26.5         26.3
Other expenses (income), net................................      0.1         (0.1)         0.1
Loss on disposals of property and equipment, net............      0.2          1.8          0.2
                                                                ------       ------       ------
Net income (loss)...........................................      1.4%         3.3%         3.6%
                                                                ======       ======       ======
</TABLE>

     The Company's revenues are a function of both the occupancy rate of the
Company's outdoor advertising display inventory (the percentage of time that its
displays contain paid-for advertisements) and the rates that the Company charges
for use of its displays. The Company's business strategy includes the
optimization of the mix of rate and occupancy of its display inventory in order
to maximize revenues. Advertising rates for the Company's displays are based
upon a variety of factors, including historical base rates, the time of year,
and the occupancy rate of a particular market's display inventory.

     The following table presents the number of painted bulletins and 30-sheet
poster displays operated by the Company and the average rates and occupancy
levels with respect to such displays for the three years ended December 31,
1997:*

                                       15
<PAGE>

                                                 Years Ended December 31,
                                                 ------------------------
                                              1997         1996(2)      1995(2)
                                              ----         ----         ----
Number of Displays:
   Painted Bulletins......................    2,135        1,750         1,725
   30-Sheet Posters.......................    4,892        4,418         4,464
Average Rates: (1)
   Painted Bulletin.......................   $1,624       $1,610        $1,495
   30-Sheet Posters.......................     $529         $523        $  497
Average Occupancy:
   Painted Bulletins......................     73%          78%          76%
   30-Sheet Posters.......................     69%          71%          72%

(1)  Represents average rate per display per month

(2)  The above figures for 1996 do not include the Company's operations in
     Northeast PA or South Carolina acquired during the fourth quarter of 1996;
     for 1997, all are included except South Carolina.

     The primary operating expenses incurred by the Company are advertising
agency commissions, lease payments to property owners for use of the land on
which the Company's displays are located, operational and administrative costs
and sales expenses (primarily commissions). Of these expenses, advertising
agency commissions, sales expenses, and certain operational and administrative
costs are considered direct costs. Commissions are paid to advertising agencies
that contract for the use of the Company's advertising displays on behalf of
advertisers. These agency commissions are deducted from gross revenues to
calculate net revenues.

     The Company currently maintains a phantom stock program under which certain
executive management personnel and general managers have the ability to earn
deferred compensation based upon the operating performance of the Company or, in
the case of the general managers, their respective divisions. Annual accruals
under the program are based upon exceeding a base level of operating profit. The
Company believes that its phantom stock program provides its senior employees
incentives to continue improving the operating performance of the Company.

     The Company's marketing strategy of servicing local and regional
advertisers and reducing its dependence on national and tobacco advertising
resulted in moderate increases in overall revenues during a time when national
advertising dollars, primarily tobacco, were declining. The Company concentrates
its marketing efforts on generating sales from local and regional advertisers in
each of its markets, including those advertisers within industries and product
categories that have not historically been traditional users of outdoor media.
These potential advertisers include fast food restaurants, retailers, food
stores, casinos, cellular and telecommunications companies, building supply
retailers, radio stations, travel-related industries and medical care providers.
This focus on local and regional advertisers has been critical to the Company's
ability to control revenue fluctuations resulting from the variability and
potential long-term decline of revenues attributable to the tobacco products
industry, the latter of which

                                       16
<PAGE>

represented 10.5% in 1997, 12.5% in 1996, 12.6% in 1995, 10.3% in 1994, and
10.2% of the Company's net revenues in 1993. Sales to local and regional
advertisers accounted for 89.5% of the Company's net revenues in 1997.

     The Company's sales and marketing strategy has been successful largely due
to its team of general managers in its markets. These key managers have an
average of 14 years of industry experience. The Company also has integrated a
business development department into each market, making available to each
region's sales force comprehensive information about local market research,
customer needs and advertising opportunities. The business development
departments have given the Company's sales departments significantly improved
information and tools to develop additional local and regional advertising
customers, especially with many customers that have not historically advertised
through the outdoor medium. Sales representatives have been able to use these
additional resources to develop creative ideas for new customers and educate
them about the cost effectiveness of outdoor advertising in attempting to reach
their customers. The Company considers its emphasis on local and regional sales,
the expertise and tenure of its managers and its marketing and customer service
capabilities to be factors which enhance the productivity of its inventory of
advertising displays.


Results of Operations

Year Ended December 31, 1997 Compared With Year Ended December 31, 1996

     Net revenues (gross revenues net of agency commissions) for 1997 of $57.3
million increased by 21.2% from $47.3 million for 1996. This increase resulted
from higher advertising rates in certain markets and an increase in the number
of displays sold as well as the increased net revenue of $ 6.4 million from
operations in South Carolina and Northeast Pennsylvania which were acquired in
the fourth quarter of 1996.

     Direct advertising expenses for 1997 of $29.1 million increased by 29.8%
from $22.4 million in 1996. The increase was attributable to direct costs
associated with increased sales from new displays, an increase in sales
commissions due to higher average rates, and $5.0 million in additional direct
costs associated with the first full year of operations for the South Carolina
and Northeast Pennsylvania branches acquired in 1996.

     Corporate, general and administrative expenses for 1997 of $3.6 million
increased by 49.2% from $2.4 million in 1996. This increase was attributable to
increased professional fees, travel expenses, relocation expenses, and single
use business taxes.

     Depreciation and amortization for 1997 of $8.1 million increased by 33.5%
from $6.1 million in 1996. Depreciation expense increased as a result of
additions to property, plant and equipment during 1996 and early 1997 from
acquisitions and building of new structures.

                                       17
<PAGE>

     Deferred compensation expense for 1997 of $901,000 decreased by 37.9%
from $1.5 million in 1996 primarily due to the removal of the Chief Financial
Officer from the phantom stock plan and management changes in the Michigan
market.

     Interest expense for 1997 of $14.6 million increased 16.6% from $12.5
million in 1996. This increase was attributable to a higher outstanding balance
in 1997. The Company's effective interest rate was 10.4% for 1997 and 1996.

     Net income for 1997 decreased to $791,000 from $1.5 million in 1996 as a
result of the items discussed above.


Year Ended December 31, 1996 Compared With Year Ended December 31, 1995

     Net revenues for 1996 of $47.3 million increased by 10.2% from $42.9
million in 1995. This increase resulted primarily from higher advertising rates.
In addition, $603,000 of the increase was attributable to revenues from
operations in South Carolina and Northeast PA acquired by the Company in the
fourth quarter of 1996.

     Direct advertising expenses for 1996 of $22.4 million increased by 7.5%
from $20.8 million in 1995. The increase was attributable to direct costs
associated with increased sales as well as increased lease costs, primarily from
the construction of new displays in the Minneapolis, MN market.

     Corporate general and administrative expenses for 1996 of $2.4 million
increased from $1.1 million in 1995. The increase was attributable principally
to additional costs associated with the refinancing of the Company's debt in
1996.

     Depreciation and amortization for 1996 of $6.1 million increased by 9.6%
from $5.6 million in 1995. This increase resulted from the depreciation for
outdoor advertising structures newly constructed in 1995 and 1996 as well as
$220,000 of additional depreciation and amortization with respect to operations
in South Carolina and Northeast PA acquired in the last quarter of 1996.

     Deferred compensation expense for 1996 of $1.5 million decreased from $2.4
million in 1995. The decrease resulted from the termination in 1995 of the
phantom stock incentive agreement with the chief executive officer of the
Company as well as limitations effected in 1996 with respect to the phantom
stock incentive agreement with the chief financial officer of the Company.

     Interest expense for 1996 of $12.5 million increased by 11.2% from $11.3
million in 1995. This increase was attributable to higher interest rates in
1996, on the Company's 10-3/4% Senior Notes issued in March 1996 and costs
associated with such financing. In addition, the acquisitions made in the fourth
quarter increased the Company's borrowings under its revolving

                                       18
<PAGE>

credit agreement. The Company's effective interest rate increased to 11.1% in
1996 from 9.8% in 1995.

     The loss on disposal includes a $662,000 one-time charge for the
disposition of in-store advertising equipment

Net income for 1996 decreased to $1.5 million from $1.6 million in 1995
primarily as a result of the items discussed above.

     Operating Cash Flow for 1996 of $22.4 million increased by 7.2% from $20.9
million in 1995. This increase was directly attributable to the aforementioned
increase in net revenues coupled with only a modest increase in total operating
expenses.


Liquidity and Capital Resources

     Historically, the Company's cash needs have arisen from operating expenses
(primarily direct advertising expenses and corporate general and administrative
expenses), debt service, capital expenditures and deferred compensation payments
under phantom stock agreements. The Company's interest expense was $14.6 million
in 1997, $12.5 million in 1996, and $11.3 million in 1995.

     The Company's primary sources of cash are net cash generated from operating
activities and borrowings under its credit facility. The Company's net cash
provided from operations decreased by 43.0% to $7.1 million for 1997 and,
increased by 36.6% to $12.5 million for 1996 and 29.0% to $9.2 million for 1995.

     In 1996 the Company issued $105 million in aggregate principal amount of
its 10-3/4% Senior Notes due 2006 and entered into a revolving credit facility,
which was increased to $35 million in December 1996. As a result of such
financings, and borrowings for acquisitions in 1996 and for capital expenditures
in 1997, the average outstanding indebtedness increased in 1996 and 1997. During
1995 the Company had interest expense of approximately $11.3 million on average
outstanding indebtedness of approximately $111.8 million, resulting in an
effective annual interest rate of 10.7%.. During 1996 the Company had interest
expense of $12.5 million on average outstanding indebtedness of approximately
$112.3 million, resulting in an effective annual interest rate of 10.4%. During
1997 the Company had interest expense of $14.6 million on average outstanding
indebtedness of $135.3 million, resulting in an effective annual interest rate
of 10.4%. Scheduled interest payments on the Notes aggregate approximately $11.3
million per year.

     Permitted borrowings under the revolving credit facility are subject to
various conditions, including the attainment of certain performance measures by
the Company. Scheduled reductions in the lenders' commitments under the
revolving credit facility will commence in 1998. The

                                       19
<PAGE>

agreement governing the revolving credit facility contains a number of
covenants that are more restrictive than those contained in the Indenture,
including covenants requiring the Company to maintain certain financial ratios
that become more restrictive over time. Adverse operating results could cause
noncompliance with one or more of these covenants, reducing the Company's
borrowing availability and, in certain circumstances, entitling the lenders to
accelerate the maturity of outstanding borrowings.

     The Company believes that net cash provided from operations and available
credit under the revolving credit facility will be sufficient to meet its cash
needs for its current operations, required debt payments, anticipated capital
expenditures and the deferred compensation payments for the reasonably
foreseeable future.

     The Company increased its debt by $1.8 million in 1997, $26.0 million in
1996, and reduced its debt by $5.8 million in 1995. The Company also made
capital expenditures, primarily for new billboard construction in existing
markets, of $7.6 million in 1997, $4.4 million in 1996, and $2.3 million in
1995. The Company expects that its capital expenditures during 1998 will be
approximately $5.0 million and will be primarily for new billboard construction
and the upgrading of existing displays. The Company expects to finance such
capital expenditures with cash flow provided by operating activities or
borrowings under the revolving credit facility.

Impact of Inflation

     Though increases in operating costs could adversely affect the Company's
operations, management does not believe that inflation has had a material effect
on operating profit during the past several years.


Seasonality

     Although revenues during the first and fourth quarters are slightly lower
than the other quarters, management does not believe that seasonality has a
significant impact on the operations or cash flow of the Company.

     Information contained in this Form 10-K, including, without limitation in
the foregoing Management's Discussion and Analysis of Financial Condition and
Results of Operations may contain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, which can be
identified by the use of forward-looking terminology as "may," "will," "would,"
"expect," "anticipate," "estimate" or "continue" or the negative thereof or
other variations thereon or comparable terminology. Certain factors, including
the Company's

                                       20
<PAGE>

substantial leverage, regulation of outdoor advertising by federal, state and
local governments, tobacco advertising patterns, competition and general
economic conditions, could cause actual results to differ materially from those
in such forward-looking statements.

New Accounting Standards

     Statement of Financial Accounting Standards No. 130. "Reporting
Comprehensive Income," establishes standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains and losses)
in a full set of general purpose financial statements. This Statement requires
that all items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. The Company
believes that its components of comprehensive income will consist principally of
traditionally-determined net income adjustments. This Statement is effective
for fiscal years beginning after December 15, 1997. Reclassification of
financial statements for earlier periods provided for comparative purposes is
required.

     Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information" establishes revised standards
for the manner in which public business enterprises report information about
operating segments. The Company does not believe that this Statement will
significantly alter the disclosures it currently provides. This Statement is
effective for fiscal years beginning after December 15, 1997.

Item 8

Financial Statements and Supplementary Data


Item 9

Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

None.


Part III

Item 10

                                   MANAGEMENT

Executive Officers and Directors

     The executive officers and directors of Adams Outdoor Advertising, Inc.,
the managing general partner of the Company, are as follows:

<TABLE>
<CAPTION>


                    Name                     Age                Position
       ---------------------------------     ---         ------------------------
       <S>                                   <C>         <C>
       Stephen Adams....................     60          Chairman of the Board

       J. Kevin Gleason.................     46          Chief Executive Officer, President and
                                                         Director

       Abe Levine.......................     44          Chief Financial Officer, Vice
                                                         President, Secretary and Treasurer

       George Pransky...................     57          Director

       David Frith-Smith................     52          Director

       Andris A. Baltins................     52          Director

</TABLE>

     Stephen Adams has been Chairman of Adams Outdoor Advertising, Inc. since
its founding in 1983. Since the 1970's, Mr. Adams has served as chairman of
privately owned banking, bottling,

                                       21
<PAGE>

publishing, outdoor advertising, television and radio companies in which he held
a controlling ownership interest. Mr. Adams is Chairman of the Board of
Directors of Affinity Group, Inc., a membership-based marketing company.

     J. Kevin Gleason has served as the Chief Executive Officer of the Company
and President of Adams Outdoor Advertising, Inc. since 1991. Mr. Gleason has
seventeen years of experience in advertising, eleven of which have been
dedicated to the outdoor advertising industry. Mr. Gleason has been with Adams
Outdoor Advertising, Inc. since 1987, serving as General Manager of various
local markets and then as Executive Vice President at the corporate level. Prior
to joining Adams Outdoor Advertising, Inc., Mr. Gleason served as General
Manager of Naegele Outdoor Advertising ("Naegele") of Southern California from
1985 to 1987. Mr. Gleason also currently serves as a Vice-Chairman of the
Outdoor Advertising Association of America.

     Abe Levine has served as Chief Financial Officer of the Company and as Vice
President of Adams Outdoor Advertising, Inc. since 1991. From 1988 to 1991, Mr.
Levine worked as Controller of Adams Outdoor Advertising of Atlanta, Inc. Mr.
Levine was employed by Gulf + Western Industries, Inc. from 1979 through 1987 in
various senior accounting and financial positions, and by KPMG Peat Marwick from
1975 through 1979 in various auditing positions.

     George Pransky, Ph.D. has been in private practice as co-director of
Pransky and Associates in La Conner, Washington since 1988. He is a frequent
consultant for government and private agencies and has been a contract faculty
member for a number of educational institutions, including the University of
Washington, the University of Oregon and Antioch College. Dr. Pransky has
trained management groups in team building, stress elimination and management
development for fifteen years.

     David Frith-Smith has served as managing partner of Biller, Frith-Smith &
Archibald, Certified Public Accountants, since 1988. Mr. Frith-Smith was a
principal in Maidy and Lederman, Certified Public Accountants, from 1980 to
1984, and with Maidy Biller Frith-Smith & Brenner, Certified Public Accountants,
from 1984 to 1988. Mr. Frith-Smith is a director of various private and non-
profit corporations.

     Andris A. Baltins has been a member of the law firm of Kaplan, Strangis and
Kaplan, P.A. since 1979. He is a director of Polaris Industries Inc., a
manufacturer of snowmobiles, all-terrain vehicles, personal watercraft and
related products. Mr. Baltins is also a director of various private and
non-profit corporations.


Other Significant Management Personnel

     The following table sets forth certain information with respect to other
significant management personnel:

                                       22
<PAGE>

<TABLE>
<CAPTION>
                     Name                         Age              Position
       -----------------------------------        ---       ------------------------
       <S>                                        <C>       <C>
       Jon Kane...........................        32        General Manager - Lansing

       Dean Grile.........................        38        General Manager - Jackson

       Mike Peters........................        35        General Manager - Kalamazoo, MI

       John Hayes.........................        43        General Manager - Lehigh Valley,
                                                            and Northeast PA

       Michelle Kullmann..................        30        General Manager - Madison, WI

       Gardner King.......................        46        General Manager - Norfolk, VA

       Barry M. Asmann....................        40        General Manager - Charlotte, NC

       Robert J. Lord.....................        39        General Manager - Peoria, IL

       Robert A. Graiziger................        44        General Manager - Minneapolis, MN

       Jerry Heinz........................        56        General Manager - South Carolina
</TABLE>

     Jon Kane has been general manager of the Madison, WI division since
November 1995. He joined the Company in 1989 as an account executive in its
Lehigh Valley, PA division. He also served as regional sales manager and poster
sales manager for Lehigh until his recent promotion to general manager of
Madison.

      Dean Grile has served as General Manager of the Jackson, MI division since
August 1997. He began his outdoor advertising career as a Lease Manager for
Burkhart Advertising in Anderson, IN. Mr. Grile later became an Account
Executive/Sales Manager in Fort Wayne, IN and then General Manager in Lafayette,
IN. He has ten years of experience in the outdoor advertising industry.

     Mike Peters has been general manager of the Kalamazoo, MI division since
October, 1996. He began his "outdoor advertising" career in 1985 as an account
executive with Creative Displays in Lehigh Valley, PA. Mr. Peters stayed on as
an account executive when Adams purchased Creative Displays and in 1989 was
promoted to sales manager. He has thirteen years of experience in the outdoor
advertising industry.

     John Hayes has served as general manager of the Lehigh Valley, PA division
from 1985 to 1991 and from 1994 to the present. He began his career in outdoor
advertising in 1976 as an account executive with Creative Displays in the Lehigh
Valley market, later becoming sales manager in 1979 and assistant manager in
1981. From 1991 to 1994 Mr. Hayes managed a paging business in the Lehigh Valley
area.

                                       23
<PAGE>

     Michelle Kullmann has been general manager of the Madison, Wisconsin
division since June 1997. Michelle first started with Adams in 1991 as an
account executive. In 1993 she was promoted to sales manager of Madison and held
that position until her most recent promotion to General Manager.

     Gardner King has served as general manager of the Norfolk, VA division
since January 1988. From 1980 through 1985, Mr. King was the founder and sole
proprietor of an outdoor advertising company in Norfolk, VA, which he sold to
Whiteco. After the expiration of his non-compete agreement with Whiteco, Mr.
King joined the Company in 1988. Mr. King has 16 years of experience in the
outdoor advertising industry.

     Barry Asmann has served as general manager of the Charlotte, NC division
since January 1993 and prior thereto was sales manager in both the Charlotte, NC
and Lehigh Valley, PA divisions. Mr. Asmann has 13 years of experience in the
outdoor advertising industry, working in various markets throughout the country
with the Company and Naegele.

     Robert Lord has served as general manager of the Peoria, IL division since
December 1993. From February 1993 to December 1993, he served as the sales
manager of the Company's Charlotte division and from 1989 to January 1993, he
served as the sales manager of the Company's Peoria, IL division. Mr. Lord
served as an account executive in the Peoria division from 1986 to 1989.

     Robert Graiziger has served as general manager of the Minneapolis, MN
division since 1988, when he sold an outdoor advertising company that he founded
and operated in Minneapolis to the Company. Mr. Graiziger has been involved in
the outdoor advertising business in various capacities since 1978.

     Jerry Heinz has served as general manager of the South Carolina division
since December 1996. He came to Adams Outdoor from Burkhart Advertising, Inc.
Mr. Heinz joined Burkhart Advertising, Inc. in 1969 as and account executive.
During the next 27 years Mr. Heinz held the positions of sales manager, general
manager and finally as President and CEO.


Item 11

Executive Compensation

     The following table provides certain summary information concerning the
compensation incurred by the Company for its Chief Executive Officer and each of
the two other executive officers for the years ended December 31, 1997, 1996,
and 1995.

                                       24
<PAGE>

<TABLE>
<CAPTION>
                                                    SUMMARY COMPENSATION TABLE

                                                                      Long-term Compensation
                                                                      ----------------------

                                       Annual Compensation                   Awards                Pay outs
                              -------------------------------------  ----------------------  ---------------------
                                                                Other                                             All
                                                               Annual    Restricted  Securities                  Other
                                                               Compen-     Stock     Underlying     LTIP        Compen-
Name and Principal Position    Year     Salary     Bonus(a)   sation(b)   Award(s)    Options     Payouts      sation(c)
---------------------------    ----     ------     --------   ---------  ----------  ----------   -------      ---------
<S>                            <C>     <C>         <C>        <C>        <C>         <C>          <C>          <C>
Stephen Adams                  1997   $200,000(e)
Chairman(d)                    1996   $150,000(e)
                               1995       --

J. Kevin Gleason               1997    $436,000                                                                  $34,750
Chief Executive                1996    $385,000                                                                  $34,750
Officer                        1995    $321,709    $787,550                                                      $34,620
Abe Levine                     1997    $180,000                                                                  $19,750
Chief Financial                1996    $180,000    $400,000                                                      $19,154
Officer                        1995    $150,000    $993,775                                                      $17,805
</TABLE>

(a) All amounts represent accruals under deferred phantom stock agreements.

(b) Less than the lesser of (i) 10% of total annual salary and bonus and (ii)
    $50,000.

(c) Amounts for 1997, 1996 and 1995 include contributions to the accounts of
    Messrs. Gleason and Levine under the Company's nonqualified retirement plan
    of $30,000 and $15,000, respectively. All other amounts represent Company
    contributions to the Company's 401(k) plan.

(d) The Company entered into an employment agreement with Mr. Adams providing
    for a salary of $200,000 per year and the reimbursement of business
    expenses.

(e) Does not include reimbursement of company travel and entertainment expense
    advanced by Mr. Adams aggregating $105,298 in 1997 and $200,000 in 1996.


Employment Agreement

     The Company and Stephen Adams entered into an employment agreement
effective January 1, 1996. Under the employment agreement, Mr. Adams is employed
as Chairman of Adams Outdoor Advertising, Inc. until December 31, 2001 at a base
salary of $200,000 plus an annual cost of living increase.


Agreements with Management--Incentive Compensation Under Phantom Stock
Agreements

     The Company has deferred phantom stock agreements with certain managers,
including each general manager with respect to the performance of his respective
market. The compensation is calculated using a multiple of the operating profit
of the general manager's respective division for the fiscal year ending
immediately prior to the determination date over the value of the division

                                       25
<PAGE>

at the time of agreement. The agreements provide for three equal annual payments
to the participants upon the determination date, which is defined as termination
of employment, death, disability, sale of the Company or the fifth anniversary
of the execution of the agreement. The Company incurred deferred compensation
expense related to the phantom stock agreements of $2.4 million, $1.5 million,
and $901,000 for the years ended December 31, 1995, 1996, and 1997 respectively.

     As of December 31, 1997, the Company has accrued the following amounts of
deferred compensation expense payable related to the phantom stock agreements:


                          Name                                  Amount
       ---------------------------------------------     --------------------
                                                        (dollars in thousands)
       Abe Levine..............................                         1,333
       Others..................................                         2,157
                                                         --------------------
                      Total....................          $              3,490
                                                         ====================

     If amounts accrued as of December 31, 1997 as deferred compensation payable
related to the phantom stock agreements are paid as currently scheduled
(assuming no executive terminations, deaths or disabilities), such payments will
occur as follows:

<TABLE>
<CAPTION>
                  Name                1998     1999     2000      2001    2002     2003    Total
           -------------------        ----     ----     ----      ----    ----     ----    -----
                                                      (dollars in thousands)
       <S>                            <C>      <C>      <C>       <C>     <C>      <C>    <C>
       Abe Levine...............      $667     $666       --        --      --       --    1,333
       Others...................       665      699     $634       $92     $59             2,157
                                     -----   ------     ----       ---     ---            ------
                 Total..........    $1,332   $1,368     $634       $92     $59            $3,490
                                    ======   ======     ====       ===     ===            ======
</TABLE>

Agreements with Management Incentive Compensation Under Nonqualified Retirement
Plan

     The Company also maintains a deferred compensation plan for each of Messrs.
Gleason, Levine and each of the area general managers. Under such plan, the
Company contributes $30,000 per year to the retirement account of Mr. Gleason
and $15,000 per year to the account of each of the other participants. In
addition, Messrs. Gleason and Levine deferred a substantial portion of their
1997 compensation into a similar plan. Deferred compensation payable as of
December 31, 1997 related to the nonqualified retirement plans was approximately
$1.3 million.


401(k) Savings Plan

     Company employees also participate in a deferred savings and profit sharing
plan (the "401(k) Plan") qualified under Section 401(a) and 401(k) of the
Internal Revenue Code (the "Code"). All employees over age 21 who have completed
one year of service are eligible to participate in the 401(k) Plan. Eligible
employees may contribute to the 401(k) Plan up to 10% of their salary subject to
an annual maximum established under the Code, and the Company

                                       26
<PAGE>

matches these employee contributions at a rate of 50% up to the first 6% of the
employee's salary. Employees may make additional voluntary contributions.


Director Compensation

     Following the Refinancing, the Company pays directors who are not also
employees (Messrs. Pransky, Frith-Smith and Baltins) director fees of $4,500 per
quarter.


Item 12

Security Ownership of Certain Beneficial Owners & Management

                           PRINCIPAL SECURITY HOLDERS

     The table below sets forth, the beneficial ownership interests in the
Company as of December 31, 1997.

<TABLE>
<CAPTION>
                                                            General        Limited       Aggregate
                                                            -------        -------       ---------
                                                          Partnership    Partnership    Partnership
                                                          -----------    -----------    -----------
                                                           Interest       Interest       Interests
                                                           --------       --------       ---------
                   Name
       -------------------------------
      <S>                                                 <C>             <C>            <C>
      Adams Outdoor Advertising, Inc.(a).............            0.01%        0.99%        1.00%
            1380 W. Paces Ferry Road, NW
            Suite 170, South Wing
            Atlanta, GA 30327

       Stephen Adams...................................         0.70        71.30        72.00
            2575 Vista Del Mar Drive
            Ventura, CA 93001

       Stephen M. Adams(b).............................           --         6.00         6.00
            26529 Oliver Road
            Carmel, CA 93923

       Mark C. Adams(b)................................           --         6.00         6.00
            c/o Adams Publishing Corp.
            68860 Perez Road, Suite J
            Cathedral City, CA 92234

       Scott L. Adams(b)...............................           --         6.00         6.00
            236 Mullen Avenue
            San Francisco, CA 94110
</TABLE>

                                       27
<PAGE>

<TABLE>

       <S>                                                      <C>         <C>          <C>
       Kent R. Adams(b)................................           --         6.00         6.00
            5017 Vincent Avenue So.
            Minneapolis, MN 55410

       J. Kevin Gleason(c).............................           --         3.00         3.00
            1380 W. Paces Ferry Road, NW
            Suite 170, South Wing
            Atlanta, GA 30327
                                                                  0.71%     99.29%      100.00%
</TABLE>

(a)  Stephen Adams holds 100% of the issued and outstanding shares of AOAI, the
     managing general partner of the Company, and, accordingly, may control the
     affairs of the Issuers.

(b) Stephen M. Adams, Mark C. Adams, Scott L. Adams and Kent R. Adams are sons
    of Stephen Adams.

(c) Mr. Gleason purchased his limited partnership interest in the Company from
    an affiliate of Mr. Adams contemporaneously with the termination of his
    phantom stock agreement.

Item 13

Certain Relationships and Related Transactions

                              CERTAIN TRANSACTIONS

Management Services Arrangement

     Under a management services arrangement with the Company, affiliates of Mr.
Adams provided management services, including in the areas of financial and
strategic planning, acquisition approval, executive compensation, budget review
and approval and financial performance review, to the Company prior to 1996.
Such agreement included the services of Mr. Adams, who did not receive
compensation for his services directly from the Company prior to 1996. In 1992
and 1993, the Company paid management services fees of $66,666 and $50,000,
respectively. No amounts were paid in 1994 and 1995. Effective January 1, 1996,
the management services arrangement was terminated.


Other Certain Transactions

         Stephen Adams, J. Kevin Gleason and Abe Levine own 46%, 12% and 12%,
respectively, of HSP Graphics ("HSP"), a printing company headquartered in
Canada. The Company pays the salary and expenses of the HSP salesmen who operate
in the Atlanta, GA area and HSP reimburses the Company for those expenses in
cash and services. At December 31, 1995, 1996 and 1997, the Company had accounts
receivable of $171,828, $208,669 and $227,991 respectively, outstanding from
HSP. The Company expensed $48,000, $54,000, and $42,000 for printing services
provided during 1997, 1996, and 1995, respectively.

                                       28
<PAGE>

     Andris A. Baltins is a member of the law firm of Kaplan, Strangis and
Kaplan, P.A., which provides legal services to the Company. Mr. Baltins, who is
a director of Adams Outdoor Advertising, Inc., the managing general partner of
the Company, and held $380,547 in principal amount of the zero coupon 10%
Subordinated Notes of the Company due January 2, 1997 which the Company retired
in 1996. Messrs. Adams, Gleason and Levine also held interests in such notes.
See "Refinancing and Uses of Proceeds."


Item 14

Exhibits, Financial Statements, Schedules and Reports on Form 8-K

         (a)       Documents filed
                   (1) Financial statements (included under Item 8)

                   (2) Financial statement schedules
                       S-1 Independent Auditors' Report on Schedule
                       S-2 Schedule II - Valuation and Qualifying Accounts

                   (3) Exhibits

         (b)      Reports on Form 8-K
                  The company filed no reports on form 8-K during the quarter
ended December 31, 1997.

         (c)      Exhibits
                  Included in Item 14 (a) (3) above.

         (d)      Financial Statements Schedules
                  Included in Item 14 (a) (2) above.

Financial Statement Schedules
     -   Identify

Signature Page
      -  Power of Attorney

Exhibit Index (Item 601, Reg. S-K)
     -   Financial Data Schedules Item 601 (b) (27)

                                       29
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Adams Outdoor Advertising Limited Partnership:

     Under date of March 18, 1998, we reported on the consolidated balance
sheets of Adams Outdoor Advertising Limited Partnership as of December 31, 1997
and 1996, and the related consolidated statements of operations, changes in
partners' equity (deficit) and cash flows for each of the years in the three-
year period ended December 31, 1997, as contained in the annual report on Form
10-K for the year 1997. In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related consolidated
financial statement schedule as listed in the accompanying index. This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement schedule
based on our audits.

     In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.


                                                 KPMG Peat Marwick LLP

Atlanta, Georgia
March 18, 1998

                                       30
<PAGE>

ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
                                                      Additions
                                                      ---------
                               Balance at       Charged to         Charged                            Balance
                                beginning       costs and         to other                             at end
        Description             of period        expenses        accounts (a)     Deductions (b)     of period
        -----------             ---------        --------        -----------      -------------      ---------
<S>                            <C>              <C>              <C>              <C>                <C>
1997 Allowance for
Doubtful Accounts               $696,260         231,973             ---             (227,804)        700,429

1996 Allowance for
Doubtful Accounts               $546,123          57,387           169,740            (76,990)        696,260

1995 Allowance for
Doubtful Accounts               $436,497         237,114             ---             (127,488)        546,123
</TABLE>

(a) Purchased through acquisitions during 1996

(b) Write-offs, net of recoveries

                                       31
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       ADAMS OUTDOOR ADVERTISING LIMITED
                                       PARTNERSHIP
                                       By: Adams Outdoor Advertising, Inc.,
                                           its general partner

                                       By: /s/ J. Kevin Gleason
                                           --------------------------------
                                               J. Kevin Gleason
                                          President and Chief Executive Officer

                                       ADAMS OUTDOOR ADVERTISING, INC.

                                       By: /s/   J. Kevin Gleason
                                           --------------------------------
                                                 J. Kevin Gleason
                                          President and Chief Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
     Signature                                       Title                                       Date
     ---------                                       -----                                       ----
<S>                                       <C>                                                <C>
     /s/  J. Kevin Gleason                President, Chief Executive Officer                 March 31, 1998
------------------------------------      and Director (Principal Executive Officer)
           J. Kevin Gleason

     /s/ Abe Levine                       Chief Financial Officer (Principal                 March 31, 1998
------------------------------------      Financial and Accounting Officer)
         Abe Levine

                       *                  Chairman of the Board (Director)                   March 31, 1998
------------------------------------
         Stephen Adams

                       *                  Director                                           March 31, 1998
------------------------------------
         Andris A. Baltins

                       *                  Director                                           March 31, 1998
------------------------------------
         David Frith-Smith

                       *                  Director                                           March 31, 1998
------------------------------------
         George Pransky
</TABLE>

                                       32
<PAGE>

* By: /s/ J. Kevin Gleason
      --------------------------
         J. Kevin Gleason
         (as attorney-in-fact)

    J. Kevin Gleason, pursuant to powers of attorney, executed by each of the
    officers and directors listed above whose name is marked by an "*" filed as
    an exhibit hereto to this Report, by signing his name hereto, does hereby
    sign and execute this report of Adams Outdoor Advertising, Inc. on behalf of
    each such officers and directors in the capacities in which the names of
    each appear.

                                       33
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                  Index to Consolidated Financial Statements

                                                                      Page
                                                                      ----

Independent Auditors' Report.......................................     2

Financial Statements:

 Consolidated Balance Sheets of as of December 31, 1997 and 1996...     3

 Consolidated Statements of Operations for the Years ended
 December 31, 1997, 1996, and 1995.................................     4

 Consolidated Statements of Changes in Partners' Equity (Deficit)
 for the Years ended December 31, 1997, 1996, and 1995.............     5

 Consolidated Statements of Cash Flows for the Years ended
 December 31, 1997, 1996, and 1995.................................     6

 Notes to Consolidated Financial Statements........................     7

<PAGE>

                         Independent Auditors' Report


The Partners
Adams Outdoor Advertising
 Limited Partnership:


We have audited the accompanying consolidated balance sheets of Adams Outdoor
Advertising Limited Partnership and subsidiaries (the "Company") as of December
31, 1997 and 1996, and the related consolidated statements of operations,
changes in partners' equity (deficit), and cash flows for each of the years in
the three-year period ended December 31, 1997. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 1997 and 1996, and the results of their operations and their cash
flows for each of the years in the three-year period ended December 31, 1997 in
conformity with generally accepted accounting principles.


                                                           KPMG Peat Marwick LLP


Atlanta, Georgia
March 18, 1998
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                          Consolidated Balance Sheets

                           December 31, 1997 and 1996


                     Assets (Note 7)                       1997          1996
                     ---------------                       ----          ----
Current assets:
 Cash and cash equivalents                           $  3,120,542     3,532,958
 Investments (note 3)                                   1,280,765       348,303
 Trade accounts receivable, less allowance for
  doubtful accounts of $700,429 and $696,260,
  respectively                                          7,576,375     6,729,251
 Other accounts receivable (note 2)                       316,485       233,938
 Inventories                                              142,274       216,712
 Prepaid rent                                           2,452,455     2,129,094
 Prepaid expenses                                         794,911       951,956
                                                     ------------   -----------
   Total current assets                                15,683,807    14,142,212

Property, plant, and equipment, net (note 4)           51,090,177    51,039,608
Intangible assets, net (note 5)                        10,449,973    11,861,934
Other assets                                              250,203        70,254
                                                     ------------   -----------

                                                     $ 77,474,160    77,114,008
                                                     ============   ===========

    Liabilities and Partners' Equity (Deficit)
    ------------------------------------------

Current liabilities:
 Current installments of long-term debt (note 7)     $  4,000,000            --
 Accounts payable                                         540,377       440,901
 Interest payable                                       4,042,392     3,640,374
 Accrued expenses and other liabilities (notes 2
  and 6)                                                2,673,505     3,193,789
 Deferred compensation (note 10)                        1,331,713     1,898,404
                                                     ------------   -----------
   Total current liabilities                           12,587,987     9,173,468

Long-term debt, less current installments (note 7)    131,033,750   133,189,383
Deferred compensation (note 10)                         3,438,651     3,089,228
Other liabilities                                              --       106,407
                                                     ------------   -----------
   Total liabilities                                  147,060,388   145,558,486
                                                     ------------   -----------

Partners' deficit (note 1(b)):
 General partners' deficit                            (67,829,366)  (67,829,366)
 Limited partners' deficit                             (1,756,862)     (615,112)
                                                     ------------   -----------
   Total partners' deficit                            (69,586,228)  (68,444,478)

Commitments and contingencies (notes 8, 9, 10, and
 11)
                                                     ------------   -----------
                                                     $ 77,474,160    77,114,008
                                                     ============   ===========

See accompanying notes to consolidated financial statements.

                                      -3-
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                     Consolidated Statements of Operations

                 Years ended December 31, 1997, 1996, and 1995

<TABLE>
<CAPTION>

                                                1997         1996         1995
                                                ----         ----         ----
<S>                                         <C>           <C>          <C>
Gross revenues                              $63,301,642   52,421,172   47,588,790
 Less agency commissions                     (6,017,105)  (5,161,376)  (4,698,330)
                                             ----------   ----------   ----------
      Net outdoor advertising revenue        57,284,537   47,259,796   42,890,460
                                             ----------   ----------   ----------

Operating expenses:
 Direct advertising expenses                 29,089,188   22,411,959   20,848,384
 Corporate general and administrative
  (note 2)                                    3,589,189    2,404,834    1,113,593
 Depreciation and amortization                8,148,621    6,105,151    5,567,736
 Deferred compensation (note 10)                900,876    1,451,031    2,427,160
                                             ----------   ----------   ----------
      Total operating expenses               41,727,874   32,372,975   29,956,873
                                             ----------   ----------   ----------

      Operating income                       15,556,663   14,886,821   12,933,587
                                             ----------   ----------   ----------
Other expenses (income):
 Interest expense                            14,586,568   12,247,794    9,865,283
 Interest expense - related party (note 2)       13,934      275,175    1,397,612
 Other expenses (income), net                    42,517      (31,362)      16,095
 Loss on disposals of property
   and equipment, net                           122,287      860,706       92,611
                                             ----------   ----------   ----------
      Total other expenses                   14,765,306   13,352,313   11,371,601
                                             ----------   ----------   ----------

      Net income                            $   791,357    1,534,508    1,561,986
                                             ==========   ==========   ==========
</TABLE>

See accompanying notes to consolidated financial statements.

                                      -4-
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

        Consolidated Statements of Changes in Partners' Equity (Deficit)

                 Years ended December 31, 1997, 1996, and 1995


                                                  Limited
                                    General      partners'      Total
                                   partners'      equity      partners'
                                    deficit      (deficit)     deficit
                                 -------------  -----------  ------------

Balances at December 31, 1994     (69,391,352)   1,000,000   (68,391,352)

Net income                          1,561,986           --     1,561,986
                                  -----------    ---------    ----------
Balances at December 31, 1995    $(67,829,366)   1,000,000   (66,829,366)
Net income                                 --    1,534,508     1,534,508
Distributions                              --   (3,149,620)   (3,149,620)
                                  ------------  -----------  ------------
Balances at December 31, 1996     (67,829,366)    (615,112)  (68,444,478)

Net income                                 --      791,357       791,357
Distributions                              --   (1,933,107)   (1,933,107)
                                  ------------  -----------  ------------

Balances at December 31, 1997    $(67,829,366)  (1,756,862)  (69,586,228)
                                  ------------  -----------  ------------

See accompanying notes to consolidated financial statements.

                                      -5-
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                     Consolidated Statements of Cash Flows

                 Years ended December 31, 1997, 1996, and 1995


                                           1997            1996         1995
                                           ----            ----         ----
Cash flows from operating activities:
 Net income                            $   791,357      1,534,508     1,561,986
 Adjustments to reconcile net
  loss to net cash  provided by
   (used in) operating activities:
   Depreciation                          7,294,989      5,811,083     5,333,841
   Amortization of intangible assets     1,423,664      1,126,505       701,256
   Deferred compensation expense           900,876      1,451,031     2,427,160
   Payments for deferred
    compensation                        (1,118,144)    (1,226,579)     (250,000)
   Loss on disposals of property
    and equipment, net                     122,287        860,706        92,611
   Change in unrealized gain on
    investments                           (122,682)            --            --
   Barter (income) loss                     42,692         86,729       114,154
   Purchases of investments             (2,545,125)      (315,000)           --
   Proceeds from sale of investments     1,735,345             --            --
   Changes in assets and
     liabilities, net of effects
      from acquisitions of businesses:
      Accounts receivable                 (978,663)    (1,171,643)     (964,952)
      Inventories                           74,438         61,705       (52,553)
      Prepaid rent, expenses, and
       other assets                       (346,265)       339,399      (198,780)
      Accounts payable, accrued
       expenses, and other liabilities    (420,808)     1,374,950      (179,970)
      Interest payable                     402,018      2,619,687       698,090
      Other liabilities - long-term       (106,407)       (16,321)     (132,060)
                                       -----------   ------------   -----------
       Net cash provided by
        operating activities             7,149,572     12,536,760     9,150,783
                                       -----------   ------------   -----------

Cash flows from investing activities:
 Additions to property, plant,
  and equipment                         (7,645,961)    (4,419,452)   (2,042,132)
 Proceeds from sales of property,
  plant, and
  equipment                                184,416         45,017        62,784
 Acquisitions of businesses                     --    (24,300,464)           --
                                       -----------   ------------   -----------
       Net cash used in investing
        activities                      (7,461,545)   (28,674,899)   (1,979,348)
                                       -----------   ------------   -----------

Cash flows from financing activities:
 Debt financing costs                      (11,703)    (5,288,384)     (198,638)
 Advances from long-term debt           12,037,500    145,725,354     8,150,394
 Payments on long-term debt            (10,193,133)  (119,747,164)  (14,714,447)
 Distributions to partners              (1,933,107)    (3,149,620)           --
                                       -----------   ------------   -----------
       Net cash (used in)
        provided by
        financing activities              (100,443)    17,540,186    (6,762,691)
                                       -----------   ------------   -----------
        Net (decrease) increase in
        cash and cash equivalents         (412,416)     1,402,047       408,744

Cash and cash equivalents at
 beginning of year                       3,532,958      2,130,911     1,722,167
                                       -----------   ------------   -----------

Cash and cash equivalents at end
 of year                            $    3,120,542      3,532,958     2,130,911
                                       ===========   ============   ===========

See accompanying notes to consolidated financial statements.

                                      -6-
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                           December 31, 1997 and 1996


(1) Summary of Significant Accounting Policies
    ------------------------------------------

  (a) Basis of Presentation
      ---------------------

      Adams Outdoor Advertising Limited Partnership ("the Company") owns and
      operates outdoor advertising structures in eleven markets in the Midwest,
      Southeast, and mid-Atlantic states. The consolidated financial statements
      include the financial statements of the Company and its wholly owned
      subsidiaries. All significant intercompany balances and transactions have
      been eliminated in consolidation.

      Management of the Company has made a number of estimates and
      assumptions relating to the reporting of assets and liabilities, the
      disclosure of contingent assets and liabilities at the report date and
      revenues and expenses during the period to prepare these financial
      statements in conformity with generally accepted accounting principles.
      Actual results could differ from those estimates.

  (b) The Company
      -----------

      The Company was organized under the Minnesota Uniform Limited
      Partnership Act on December 12, 1985 and will terminate on December 31,
      2025 unless terminated sooner under the provisions of the Partnership
      Agreement.  The Company was organized for the purpose of acquiring and
      operating businesses engaged in the outdoor advertising industry.  The
      managing general partner is Adams Outdoor Advertising, Inc.

      The Partnership Agreement was amended on March 31, 1995 to convert and
      transfer 99% of the general partner's interest to limited partners'
      interests. The Partnership Agreement was amended and restated on January
      1, 1996 to, among other matters, eliminate classes of limited partner
      interests resulting in general partner's interests of 0.71% and limited
      partners' interests of 99.29%.

      The Partnership Agreement provides that losses will be allocated 100% to
      the general partners. Profits will be allocated to the general and limited
      partners in the same proportion, based on their aggregate interest in the
      Company, as they have received distributions of distributable cash
      (defined as annual cash gross receipts, less cash expenses and any amount
      set aside for reserves) for such calendar year. In the event there are
      profits in a calendar year in which no distribution of distributable cash
      has been made, profits will be allocated 100% to the general partners.

      In the event of a sale, refinancing, or dissolution of the Partnership,
      the proceeds available for distribution, after payment of all expenses and
      previously outstanding debt of the Partnership, will be distributed first
      to the partners up to an amount equal to the respective partners' adjusted
      aggregate interest in the Partnership.

                                                                     (Continued)

                                      -7-
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements


      In April 1995, certain limited partners' interests were purchased by an
      affiliate of the general partner. The purchase consideration of
      $17,452,677 represented the aggregate outstanding principal balance on the
      9% subordinated notes and convertible notes payable to certain limited
      partners, including all accrued interest thereon, plus a $500,000 payment
      for certain limited partners' interests. The affiliate of the general
      partner held these notes and partners' interests at December 31, 1995. The
      Company continued to make payments on these notes with the same terms as
      were made to the previous holders of the notes until the notes were paid
      in March 1996 (note 7).

  (c) Cash Equivalents
      ----------------

      The Company considers all short-term, highly liquid investments purchased
      with an original maturity of three months or less to be cash equivalents.

  (d) Investments
      -----------

      Investments consist primarily of corporate and U.S. governmental
      debt instruments and equity securities.  Securities are classified in one
      of three categories:  trading, available-for-sale, or held-to-maturity.
      Management of the Company determines the appropriate classification of its
      investments at the time of acquisition and re-evaluates such determination
      at each balance sheet date.

      The Company has classified all securities purchased and held during 1997
      and 1996 as trading securities, as they are intended to be sold in the
      near term. Trading securities are carried at fair value, with realized and
      unrealized gains and losses included in net income.

  (e) Inventories
      -----------

      Inventories are valued at the lower of cost or market.  Cost is
      determined by using the first-in, first-out method.  Market approximates
      net realizable value.

  (f) Property, Plant, and Equipment
      ------------------------------

      Property, plant, and equipment are stated at cost. Depreciation is
      computed using the straight-line method over the estimated useful lives of
      the assets which are as follows:

         Buildings and equipment                                   5 to 32 years
         Outdoor advertising structures                           12 to 15 years
         Vehicles, machinery and equipment, and office equipment    3 to 5 years

  (g) Intangible Assets
      -----------------

      Intangible assets include financing costs, noncompete agreements, and
      goodwill. Goodwill is being amortized using the straight-line method over
      periods of between 12 and 40 years. The remaining intangible assets are
      recorded at cost and are amortized using the straight-line method over the
      assets' estimated useful lives of two to five years for noncompete
      agreements and the terms of the related debt for financing costs. The
      Company assesses the recoverability value of intangible assets based upon
      expected future cash flows.

                                                                     (Continued)

                                      -8-
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements


  (h) Income Taxes
      ------------

      The Company is not considered a taxable entity for Federal and state
      income tax purposes. Any taxable income or loss, tax credits, and certain
      other items are reported by the partners on their own tax returns in
      accordance with the Partnership Agreement.

  (i) Revenue Recognition
      -------------------

      Revenues represent outdoor advertising services provided by the Company.
      The Company recognizes revenue when rendered, usually on a monthly basis
      in accordance with contract terms, as advertising services are provided.

  (j) Barter Transactions
      -------------------

      Barter transactions, which represent the exchange of advertising
      for goods or services, are recorded at the estimated fair value of the
      advertising provided and the products or services received.  Barter
      revenue is recognized when advertising services are rendered, and barter
      expense is recognized when the related products or services are received.

  (k) Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of
      -----------------------------------------------------------------------

      The Company adopted the provisions of SFAS No. 121, Accounting
      for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
      Disposed Of, on January 1, 1996.  This statement requires that long-lived
      assets and certain identifiable intangibles be reviewed for impairment
      whenever events or changes in circumstances indicate that the carrying
      amount of an asset may not be recoverable.  Recoverability of assets to be
      held and used is measured by a comparison of the carrying amount of an
      asset to future net cash flows expected to be generated by the asset.  If
      such assets are considered to be impaired, the impairment to be recognized
      is measured by the amount by which the carrying amount of the assets
      exceed the fair value of the assets.  Assets to be disposed of are
      reported at the lower of the carrying amount or fair value less costs to
      sell.  Adoption of this statement resulted in the recognition of a loss
      during the year ended December 31, 1996 related to impairment of long-
      lived assets to be disposed of (note 14).

(2)   Related Party Transactions
      --------------------------

      Certain partners and employees of the general partner have ownership in
      HSP Graphics ("HSP"), a printing operation headquartered in Canada. The
      Company pays the salary and expenses of HSP employees, and HSP reimburses
      the Company for these expenses in cash or services. At December 31, 1997
      and 1996, the Company had accounts receivable of $227,991 and $208,669,
      respectively, outstanding related to this arrangement with HSP. The
      Company expensed $84,000, $54,000, and $42,000 for printing services
      provided by HSP during 1997, 1996, and 1995, respectively.

                                                                     (Continued)

                                      -9-
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements



      During 1997, the Company entered an aircraft lease with a related party to
      the Company. The lease term is for seven years and has been classified as
      an operating lease. Lease and operating expenses of $465,631 related to
      this related party transaction has been included in corporate general and
      administrative expense during the year ended December 31, 1997.

      During 1996, the Company was billed $200,000 by a related party for
      reimbursement of charter air service used during the year. This amount was
      recorded as corporate general and administrative expenses and included in
      accrued expenses and other liabilities at December 31, 1996.

      Pursuant to the Refinancing discussed in note 7, notes payable of
      $6,730,436 to Central Advertising Company and $1,900,293 to Illinois
      Outdoor Advertising Company Limited Partnership were repaid in 1996,
      except for $231,379 payable to an unlocated noteholder which remains
      outstanding at December 31, 1997. Both entities are related to the Company
      through common ownership.

      Also pursuant to the Refinancing discussed in note 7, $11,389,165 in 9%
      subordinated notes and convertible notes payable to an affiliate of the
      general partner were repaid in 1996. Related party interest expense of
      $275,175 and $1,397,612 was recorded during the years ended December 31,
      1996 and 1995, respectively, related to these notes.

(3)   Investments
      -----------

      The carrying and estimated fair values of investment securities are
      summarized as follows:

<TABLE>
<CAPTION>

                                                     December 31, 1997
                                         -----------------------------------------
                                                     Gross        Gross
                                                   unrealized  unrealized  Estimated
                                                    holding      holding     Fair
       Type of each issue                Cost        gains       losses      value
       ------------------                ----        -----       ------      -----
       <S>                            <C>          <C>         <C>         <C>
       Trading securities:
         Overnight investments        $  132,032                      --     132,032
         U.S. Treasury obligations        73,139                      --      73,139
         Equity securities               793,543     150,147     (24,967)    918,723
         Fixed income debt
              securities                 136,403       3,128        (956)    138,575
         Other                            15,174       3,122          --      18,296
                                      ----------     -------     -------   ---------
                                      $1,150,291     156,397     (25,923)  1,280,765
                                      ==========     =======    ========   =========
</TABLE>

                                                                     (Continued)

                                      -10-
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements


                                                 December 31, 1996
                                   ---------------------------------------------
                                                Gross      Gross
                                             unrealized  unrealized  Estimated
                                               holding     holding     Fair
    Type of each issue               Cost       gains      losses      value
    ------------------             --------  ----------  ----------  ---------

     Trading securities:
       Equity securities           $130,044      10,635      (6,418)   134,261
       Fixed income debt
        securities                   95,138       1,297        (410)    96,025
       Mutual funds                 112,685       2,773         (84)   115,374
       Other                          2,643          --          --      2,643
                                   --------    --------    ---------  --------

                                   $340,510      14,705      (6,912)   348,303
                                   ========    ========    =========  ========

(4)  Property, Plant, and Equipment
     ------------------------------

     Property, plant, and equipment consists of the following at December 31,
     1997 and 1996:

                                                      1997            1996
                                                      ----            ----

     Land                                       $  2,673,295        1,945,015
     Buildings and improvements                    3,929,319        3,321,251
     Outdoor advertising
      structures                                  95,018,461       91,247,074
     Vehicles                                      2,931,049        2,555,767
     Machinery and equipment                         724,939          659,537
     Office equipment                              2,895,530        2,344,631
     Construction in progress                        824,196          357,107
                                                ------------     ------------
                                                 108,996,789      102,430,382
     Less accumulated
      depreciation                                57,906,612       51,390,774
                                                ------------     ------------

                                                $ 51,090,177       51,039,608
                                                ============     ============

(5)  Intangible Assets
     -----------------

     Intangible assets consist of the following at December 31, 1997 and 1996:

                                                        1997             1996
                                                ------------       ----------

     Goodwill                                   $  7,582,597        7,582,597
     Noncompete agreements                         2,425,500        2,415,000
     Financing costs                               5,304,128        5,302,925
                                                ------------       ----------
                                                  15,312,225       15,300,522
     Less accumulated
      amortization                                 4,862,252        3,438,588
                                                ------------       ----------

                                                $ 10,449,973       11,861,934
                                                ============       ==========

                                                                     (Continued)

                                      -11-
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                  Notes to Consolidated Financial Statements


(6) Accrued Expenses and Other Liabilities
    --------------------------------------

    Accrued expenses and other consist of the following at December 31, 1997 and
    1996:

                                                            1997         1996
                                                            ----         ----

     Accrued insurance                                 $    432,141      486,789
     Accrued payroll                                        690,619      489,229
     Other                                                1,550,745    2,217,771
                                                       ------------    ---------

                                                       $  2,673,505    3,193,789
                                                       ============    =========
(7) Long-Term Debt
    --------------

    Long-term debt at December 31, 1997 and 1996 consists of the following:

                                                            1997         1996
                                                            ----         ----
    10.75% senior notes due March 12, 2006,
      interest payable semiannually; unsecured         $105,000,000  105,000,000
    Revolving note payable due December 31, 2001         30,033,750   28,189,383
                                                       ------------  -----------
                                                        135,033,750  133,189,383
         Less current installments                        4,000,000           --
                                                       ------------  -----------

         Long-term debt, less current installments     $131,033,750  133,189,383
                                                       ============  ===========

     On March 12, 1996, the Company completed a refinancing (the "Refinancing")
    of its outstanding debt. Pursuant to the Refinancing, substantially all of
    the Partnership's existing debt was repaid, $105 million of 10.75% senior
    notes due 2006 (the "Notes") were issued, and a credit agreement (the
    "Credit Agreement") was executed which provided for a revolving line of
    credit with total availability of $15 million. On December 2, 1996, the
    Credit Agreement was amended and restated to increase the availability on
    the revolving line of credit from $15 million to $35 million, for a fee of
    $387,500.

     The aggregate available commitment under the Credit Agreement will be
    reduced incrementally on a quarterly basis, beginning March 31, 1998. The
    Credit Agreement matures on December 31, 2001 unless previously terminated.
    Prior to making any advance under the Credit Agreement, the Company will be
    required to be in compliance with all financial and operating covenants. The
    lenders under the Credit Agreement are paid a commitment fee at the rate of
    0.5% per annum on unused commitments, payable quarterly.

     Borrowings under the Credit Agreement bear interest at a rate equal to, at
    the option of the Company, either (i) the base rate (which is defined as the
    higher of the prime rate or the federal funds rate plus .5%) or (ii) LIBOR,
    in each case plus an applicable margin determined by reference to the ratio
    of total debt to cash flow of the Company. At December 31, 1997 and 1996,
    the weighted-average interest rate was 10.4% on outstanding borrowings.


                                                                (Continued)

                                     - 12 -
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                  Notes to Consolidated Financial Statements


    The obligations of the Company under the Credit Agreement are secured
    primarily by a first priority pledge of the stock of Adams Outdoor
    Advertising, Inc., the corporate general partner, a first priority pledge of
    the Company interests, and a first priority lien on all the assets of the
    Company, with the exception of certain real estate assets, which are subject
    to a negative pledge.

    The Credit Agreement contains, among other things, covenants restricting the
    ability of the Company to dispose of assets, make distributions to its
    partners, create liens, make capital expenditures, make certain investments
    or acquisitions, enter into transactions with affiliates, and otherwise
    restrict certain activities. The Credit Agreement also contains financial
    covenants related to minimum interest coverage, maximum leverage ratio, and
    a minimum fixed charge coverage ratio.

    The 10.75% senior notes due 2006 were issued under an indenture dated March
    12, 1996 (the "Indenture") among the Company and the trustee of the Notes
    (the "Trustee").

    The Notes are limited in aggregate principal amount to $105 million. The
    Notes are senior unsecured obligations of the Company ranking pari passu in
    right of payment with all existing and future senior indebtedness of the
    Company and senior in right of payment to all existing and future
    subordinated indebtedness of the Company that by its terms is subordinated
    in right of payment to the Notes. The Notes are effectively subordinated to
    all secured indebtedness of the Company to the extent of the value of the
    assets securing such indebtedness.

    The Notes mature on March 15, 2006 and bear interest at an annual rate of
    10.75% from the date of issuance until maturity. Interest is payable
    semiannually in arrears on March 15 and September 15 to holders of record of
    the Notes.

    The Notes are redeemable at the option of the Company, in whole or in part,
    at any time on or after March 15, 2001 at the following redemption prices
    (expressed as a percentage of principal amount), together, in each case,
    with accrued and unpaid interest to the redemption date, if redeemed during
    the twelve-month period beginning on March 15 of each year as listed below:

             Year                                        Percentage
             ----                                        ----------
             2001                                         105.375%
             2002                                         103.583
             2003                                         101.792
             2004 and thereafter                          100.000

    Also, up to 25% of the Notes are redeemable at the option of the Company in
    the event of a public equity offering.

    The Indenture contains, among other things, covenants restricting the
    ability of the Company to incur additional indebtedness, make certain
    distributions, make certain investments, change the status of Company
    subsidiaries, create liens, enter into transactions with affiliates, dispose
    of assets, enter into sale and lease-back transactions, make payments

                                                                (Continued)

                                     - 13 -
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                  Notes to Consolidated Financial Statements


    for consents, enter into any additional lines of business, and otherwise
    restrict certain activities.

    Annual minimum maturities of long-term debt based upon amounts outstanding
    at December 31, 1997 are as follows:

            1998                                      $  4,000,000
            1999                                         8,000,000
            2000                                        10,000,000
            2001                                         8,033,750
            2002                                                --
            Thereafter                                 105,000,000
                                                      ------------
                                                      $135,033,750
                                                      ============

(8) Lease Commitments
    -----------------

    The Company leases real estate to erect signs in commercial and industrial
    areas along traffic routes in cities or close to populated urban areas. The
    Partnership also leases certain vehicles used in its operations. These
    leases have terms ranging from one to 10 years.

    Approximate future minimum lease payments under noncancelable operating
    leases with terms in excess of one year at December 31, 1997 are as follows:

            Years ending December 31:
            1998                                      $ 4,509,000
            1999                                        3,498,000
            2000                                        2,805,000
            2001                                        2,106,000
            2002                                        1,513,000
            Thereafter                                  4,769,000
                                                      -----------
                                                      $19,200,000
                                                      ===========

    Rent expense incurred under operating leases aggregated approximately
    $7,735,000, $6,042,000, and $5,406,000 for the years ended December 31,
    1997, 1996, and 1995, respectively.

(9) Employee Benefit Plan
    ---------------------

    The Company has a 401(k) deferred savings and profit sharing plan. Employees
    must be at least age 21 and have completed one year of service to
    participate in the plan. Employees may contribute up to 10% of their
    salaries, and the Company matches employee contributions at the rate of 50%
    up to 6% of the employee's salary. The Company's contributions to the plan
    were approximately $188,000, $166,000, and $158,000 in the years ended
    December 31, 1997, 1996, and 1995, respectively.

                                                                (Continued)

                                     - 14 -
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                  Notes to Consolidated Financial Statements


(10) Deferred Compensation Benefits
     ------------------------------

     (a) Phantom Stock Agreements
         ------------------------

         The Company has deferred compensation benefits referred to as phantom
         stock agreements with certain management personnel. The compensation is
         calculated using a multiple of the operating profit of a division or
         the Company for the year ending immediately prior to the determination
         date over the base cost, which is the assigned value of the division or
         the Company, at the date of the agreement's execution. The agreements
         provide for three equal annual payments to the participants upon the
         determination date, which is defined as termination, death, disability,
         the sale of the Company, or the fifth anniversary of the agreement's
         execution. The Company incurred deferred compensation expense related
         to these agreements of $698,378, $1,136,031, and $2,427,160 for the
         years ended December 31, 1997, 1996, and 1995, respectively.

         In 1995, the Chief Executive Officer and the Company mutually
         terminated his participation in deferred compensation benefits under
         his phantom stock agreement by agreeing to pay him $2,000,000 upon the
         Refinancing of all of the Company's outstanding debt obligations.
         $1,000,000 of this obligation remained outstanding as of December 31,
         1996, which was paid in 1997.

     (b) Nonqualified Retirement Plans
         -----------------------------

         The Company also maintains certain nonqualified retirement plans (the
         "Plans") to provide deferred compensation benefits for certain members
         of management. The Company has established trusts for contributions to
         provide sources of funds for liabilities under the Plans. The trusts
         are revocable and constitute unfunded arrangements as their assets are
         subject to the claims of the Company's creditors in the event of
         insolvency, until such time as the obligations have been paid to plan
         participants in accordance with the Plans. Earnings of the trusts are
         allocated proportionately to participant accounts. During the years
         ended December 31, 1997 and 1996, the Company recorded deferred
         compensation expense of $202,500 and $315,000, respectively, related to
         these Plans.

                                      -15-
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements


(11) Commitments and Contingencies
     -----------------------------

    (a)  Zoning Regulations
         ------------------

         In 1988, the city of Charlotte, North Carolina adopted a comprehensive
         sign ordinance prohibiting the construction of all virtually new off-
         premise outdoor advertising signs within the city limits and mandating
         that all nonconforming signs either be brought into compliance or be
         removed by February 1, 1998, at the owner's expense without payment of
         compensation. Through March 1998, the Company had received a total of
         307 NOVs (notice of violation). The Company does not anticipate any
         additional NOVs at this time. As a result of the ordinance and the
         NOV's, the Company could be forced to remove approximately 250
         nonconforming signs at its expense, with a resulting material adverse
         impact on the gross revenues and cash flow attributable to the
         Charlotte market, but, in the opinion of management, not on the
         financial condition of the Company as a whole. In 1988, the Company
         filed a lawsuit in the Superior Court of Mecklenburg County, N.C.,
         challenging the constitutionality of the Charlotte sign ordinance. The
         litigation was stayed by mutual agreement of the parties until November
         1997. The stay has expired. The parties are now engaged in discovery
         and preparation for trial. The Company has been advised that it will be
         approximately five years before there is a final resolution of the
         litigation and that no signs will have to be removed until a final
         judgment has been entered against the Company. Accordingly, the Company
         believes it is unlikely that any nonconforming signs will have to be
         removed until 2003 or later, if at all.

         In other localities in which the Company operates, outdoor advertising
         is subject to restrictive and, in some cases, prohibitive, zoning
         regulations. Management expects Federal, state, and local regulations
         to continue to be a significant factor in the operation of the
         Company's business.

    (b)  Litigation
         ----------

         The Company is a party to a number of lawsuits and claims which it is
         vigorously defending. Such matters arise out of the normal course of
         business and relate to government regulations and other issues. Certain
         of these actions seek damages in significant amounts. While the results
         of litigation cannot be predicted with certainty, management believes,
         based on advice of Company counsel, the final outcome of such
         litigation will not have a material adverse effect on the consolidated
         financial statements of the Company.

    (c)  Concentrations of Risks
         -----------------------

         Approximately 10.5%, 12.5%, and 12.6% of the Company's net revenues for
         the years ended December 31, 1997, 1996 and 1995, respectively, were
         attributable to the tobacco products industry. It has been reported
         that certain cigarette manufacturers who are defendants in numerous
         class-action suits throughout the United States have reached agreement
         with the Attorneys General of various states for an out of court
         settlement with respect to such suits that would, among other things,
         prohibit outdoor advertising by the tobacco industry. The settlement is
         subject to various conditions including approval and implementing
         legislation by the United States Congress. There can be no assurance as
         to the effect of this settlement agreement and potential legislation
         on the Company's business and on its net revenues and financial
         position. A reduction in outdoor advertising by the tobacco industry
         would cause an immediate reduction in the Company's direct revenues
         from such advertisers, increase the available space on the existing
         inventory of billboards in the outdoor advertising industry, and result
         in a reduction of outdoor advertising rates in each of the Company's
         outdoor advertising markets or limit the ability of the industry
         participants to increase rates for some period of time. Accordingly,
         there can be no assurance that the Company will immediately replace
         tobacco advertising on outdoor billboards and signs in the event of a
         total ban on tobacco advertising on outdoor billboards and signs and
         the consequences of such ban could have a material adverse effect on
         the Company.


                                      16
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements


(12) Supplemental Cash Flow Information
     ----------------------------------

     The following summarizes supplemental cash paid and noncash activities for
     the years ended December 31, 1997, 1996, and 1995:

<TABLE>
<CAPTION>

                                                   1997       1996       1995
                                                   ----       ----       ----
      <S>                                       <C>         <C>        <C>
      Supplemental disclosure of cash
       paid during the year for interest        13,639,516  9,095,866  9,668,563
                                                ----------  ---------  ---------

      Supplemental disclosure of noncash
       activities:
         Accrued interest payable capitalized
          in long-term debt (note 7)           $        --         --    745,357
                                                ----------  ---------  ---------

         Property, plant, and equipment
          acquired for accounts receivable     $     6,300    211,273    111,049
                                                ----------  ---------  ---------
</TABLE>

(13)  Acquisitions
      ------------

      During 1996, the Company completed acquisitions of two outdoor advertising
      operations. Both acquisitions were accounted for using the purchase method
      of accounting and, accordingly, the purchase price was allocated to the
      assets purchased and the liabilities assumed based upon their fair values
      at the dates of acquisition. Both acquisitions were funded through
      borrowings.

      On October 25, 1996, the Company executed a purchase agreement for the
      Northeast Pennsylvania division ("NEPA") by acquiring all of the
      outstanding shares of PA Outdoor, Inc. for $6,765,000 in cash, and by
      acquiring selected assets and liabilities of Matthew Outdoor Advertising
      Acquisition Co., L.P. for $1,450,000 in cash. The Company also paid
      $100,000 for noncompete agreements which are being amortized over two
      years, and incurred $243,000 in transaction costs.

      On November 18, 1996, the Company acquired selected assets and liabilities
      of Morgan Newsome Monroe, Inc. ("MNM") for $14,029,000 in cash. The
      Company also paid $1,650,000 for noncompete agreements which are being
      amortized over three years, and incurred $64,000 in transaction costs.

      The net purchase price of the acquisitions was allocated as follows:

<TABLE>
<CAPTION>

                                          NEPA    MNM
                                         ------  ------
                                         (in thousands)
       <S>                               <C>     <C>

       Working capital                   $  158     629
       Property, plant, and equipment     8,300  13,464
       Other assets                         100   1,650
                                         ------  ------

       Purchase price                    $8,558  15,743
                                         ======  ======
</TABLE>



                                      17
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements


     The following unaudited pro forma information presents a summary of the
     results of operations of the Company, NEPA, and MNM as if the acquisitions
     had occurred at the beginning of 1995, with pro forma adjustments to give
     effect to additional depreciation based on the fair market value of the
     property, plant, and equipment acquired; interest expense on acquisition
     debt; and the amortization of intangibles arising from the transactions.
     The pro forma financial information is not necessarily indicative of the
     results of operations as they would have resulted if the transactions had
     been effected on the assumed dates.

<TABLE>
<CAPTION>

                                              Years ended December 31,
                                           ----------------------------
                                                  1996        1995
                                                  ----        ----
                                           (in thousands - unaudited)
       <S>                                   <C>              <C>

       Net outdoor advertising revenue       $   53,342       48,870
                                                 ------       ------

       Operating income                      $   14,843       12,740
                                                 ------       ------

       Net loss                              $     (462)        (691)
                                                 ------       ------
</TABLE>

(14) Disposal of Equipment
     ---------------------

     In June 1996, the Company invested $662,098 in assets to provide in-store
     advertising equipment. These assets were utilized from June through
     December 1996, resulting in $179,864 in operating expenses in excess of
     revenue. In December 1996, management determined that the asset value had
     been impaired and approved a plan of disposal to be completed in January
     1997. A loss equal to the carrying value of the assets of $662,098 was
     recognized in 1996 and has been included in the consolidated statement of
     operations as loss on disposals of property and equipment, net.



                                      18
<PAGE>

                        ADAMS OUTDOOR ADVERTISING, INC.

                              Financial Statements

                           December 31, 1997 and 1996


                   With Independent Auditors' Report Thereon
<PAGE>

                         Independent Auditors' Report


The Board of Directors
Adams Outdoor Advertising, Inc.:


We have audited the accompanying balance sheets of Adams Outdoor Advertising,
Inc. ("AOAI") as of December 31, 1997 and 1996, and the related statements of
operations, stockholder's equity, and cash flows for each of the years in the
three-year period ended December 31, 1997.  These financial statements are the
responsibility of the management of AOAI.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AOAI as of December 31, 1997
and 1996, and the results of its operations and its cash flows for each of the
years in the three-year period ended December 31, 1997 in conformity with
generally accepted accounting principles.


                                        KPMG Peat Marwick LLP


Atlanta, Georgia
March 18, 1998
<PAGE>

                        ADAMS OUTDOOR ADVERTISING, INC.

                                 Balance Sheets

                           December 31, 1997 and 1996

                          Assets                              1997  1996
                          ------                              ----  ----
Investment (note 2)                                          $  40    40
                                                              ----  ----

                   Stockholder's Equity
                   --------------------

Shareholder's equity:
 Preferred stock, $0.001 par value.  Authorized 800,000
  shares; no shares issued or outstanding                    $   -     -
 Common stock, $0.001 par value.  Authorized 200,000
  shares; 10,000 shares issued and outstanding                 100   100
 Additional paid-in capital                                    900   900
 Common stock subscribed                                      (960) (960)

Commitment (note 3)

                                                              ----  ----

                                                             $  40    40
                                                              ----  ----
See accompanying notes to financial statements.


                                      - 2 -
<PAGE>

                        ADAMS OUTDOOR ADVERTISING, INC.

                            Statements of Operations

                 Years ended December 31, 1997, 1996, and 1995


                                         1997     1996     1995
                                         ----     ----     ----

Revenues                                $ -        -        -
                                          =        =        =
Expenses

      Net income (loss)                 $
                                          =        =        =

See accompanying notes to financial statements.

                                      - 3 -
<PAGE>

                        ADAMS OUTDOOR ADVERTISING, INC.

                       Statements of Stockholder's Equity

                 Years ended December 31, 1997, 1996, and 1995
<TABLE>
<CAPTION>


                                                    Additional    Common         Total
                                 Preferred  Common   paid-in       stock     stockholder's
                                   stock    stock    capital    subscribed      equity
                                   -----    -----    -------    ----------     -------
<S>                              <C>        <C>     <C>         <C>            <C>
Balances at December 31, 1994    $   -       100       900        (960)           40
Net income (loss)                    -         -         -           -             -
                                             ---       ---         ---            --
Balances at December 31, 1995        -       100       900        (960)           40
Net income (loss)                    -         -         -           -             -
                                             ---       ---         ---            --
Balances at December 31, 1996        -       100       900        (960)           40
Net income (loss)                    -         -         -           -             -
                                             ---       ---         ---            --
Balances at December 31, 1997    $   -       100       900        (960)           40
                                             ---       ---         ---            --
</TABLE>

See accompanying notes to financial statements.

                                     - 4 -
<PAGE>

                        ADAMS OUTDOOR ADVERTISING, INC.

                            Statements of Cash Flows

                 Years ended December 31, 1997, 1996, and 1995


                                         1997     1996      1995
                                         ----     ----      ----

Cash flows from operating activities    $  -        -         -
Cash flows from investing activities       -        -         -
Cash flows from financing activities       -        -         -
                                           -        -         -
         Net change in cash                -        -         -

Cash at beginning of year                  -        -         -
                                           -        -         -

Cash at end of year                     $  -        -         -
                                           -        -         -

See accompanying notes to financial statements.


                                      - 5 -
<PAGE>

                        ADAMS OUTDOOR ADVERTISING, INC.

                         Notes to Financial Statements

                           December 31, 1997 and 1996


(1) Summary of Significant Accounting Policies
    ------------------------------------------

   (a)  The Company
        -----------

        Adams Outdoor Advertising, Inc. ("AOAI") was organized as a corporation
        under the Minnesota Statutes on December 12, 1985. AOAI is the managing
        general partner of Adams Outdoor Advertising Limited Partnership (the
        "Company"). AOAI is wholly owned by the individual general partner of
        the Company, who is also a limited partner in the Company. AOAI has
        nominal assets and does not conduct any operations, except for its
        activities as managing general partner of the Company.

        AOAI and its sole stockholder have agreed that all profits or losses
        allocable to the general partners will be allocated to the individual
        general partner, and none will be allocated to AOAI.

   (b)  Investment
        ----------

        The investment balance consists of a general and limited partnership
        interest which are carried at cost, since the partnership interest is
        not readily marketable.

   (c)  Income Taxes
        ------------

        Income taxes are accounted for under the asset and liability method.
        Deferred tax assets and liabilities are recognized for the future tax
        consequences attributable to differences between the financial statement
        carrying amounts of existing assets and liabilities and their respective
        tax bases. Deferred tax assets and liabilities are measured using
        enacted tax rates expected to apply to taxable income in the years in
        which those temporary differences are expected to be recovered or
        settled. The effect on deferred tax assets and liabilities of a change
        in tax rates is recognized in income in the period that includes the
        enactment date.

   (d)  Use of Estimates
        ----------------

        Management of AOAI has made a number of estimates and assumptions
        relating to the reporting of assets and liabilities and the disclosure
        of contingent assets and liabilities to prepare these financial
        statements in conformity with generally accepted accounting principles.
        Actual results could differ from those estimates.


                                     - 6 -
<PAGE>

                        ADAMS OUTDOOR ADVERTISING, INC.

                         Notes to Financial Statements


(2) Investment in Affiliated Partnership
    ------------------------------------

    AOAI has a 1.00% aggregate partnership interest in the Company which
    consists of 0.01% general partnership interest and 0.99% limited partnership
    interest. Summary audited financial information for the investee Company as
    of and for the years ended December 31, 1997 and 1996 is presented as
    follows (in thousands of dollars):

                                                              1997       1996
                                                              ----       ----
      Balance sheet information:
        Current assets                                    $  15,684     14,142
        Current liabilities                                 (12,588)    (9,173)
                                                           --------   --------
        Working capital                                       3,096      4,969

        Property, plant, and equipment                       51,090     51,040
        Intangible assets, net                               10,450     11,862
        Other assets                                            250         70
        Long-term debt, less current installments          (131,034)  (133,189)
        Deferred compensation, less current
         installments                                        (3,438)    (3,089)
        Other liabilities                                        --       (107)
                                                           --------   --------

        Partners' deficit                                 $ (69,586)   (68,444)
                                                           --------   --------

      Income statement information:
        Net outdoor advertising revenues                  $  57,285     47,260
                                                           --------   --------

        Operating income                                  $  15,557     14,887
                                                           --------   --------

        Net income                                        $     791      1,535
                                                           --------   --------
(3) Employment Agreement with Sole Stockholder
    ------------------------------------------

    Effective January 1, 1996, AOAI entered into an employment agreement with
    the sole stockholder as an executive, which provides a base salary and
    benefits, subject to increases based on the Consumer Price Index annually,
    plus reimbursement of business expenses. The agreement expires December 31,
    2001 unless terminated by AOAI or the sole stockholder and provides one year
    of severance pay, if terminated by AOAI under certain circumstances.

                                      - 7 -
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit No.                                           Description                                           Page No.
-----------                                           -----------                                           --------
<S>              <C>                                                                                         <C>
3.1*             Articles of Incorporation of Adams Outdoor Advertising, Inc. ("AOAI")
3.2*             By-laws of AOAI
3.3*             Limited Partnership Agreement of Adams Outdoor Advertising Limited Partnership
                 (the "Company")
4.1*             Indenture dated as of March 12, 1996 among the Company, AOAI and United States
                 Trust Company, as Trustee (the "Indenture")
4.2*             Form of Original Note
4.3*             Form of New Note
4.4*             Registration Rights Agreement dated as of March 12, 1996 among the Company,
                 AOAI and the Initial Purchaser referred to therein
10.1*            Securities Purchase Agreement dated as of March 12, 1996 by and among the Company,
                 AOAI  and the Initial Purchaser referred to therein
10.2*            Employment Agreement between AOAI and Stephen Adams
10.3*            Agreement between Kevin Gleason and the Company
10.4*            Phantom Stock Agreement between the Company and Abe Levine
10.5*            Nonqualified Retirement Plan for Key Employees
10.6*            Amended and Restated Credit Agreement dated December 2, 1996
24.1**           Powers of Attorney
27.1             Financial Data Schedule
</TABLE>

  *Previously filed.
 **Filed herewith.

                                      34