<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C.  20549

                                   FORM 10-Q

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

                         For the quarterly period ended
                                 March 31, 1998
                                        
                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

                          Commission File No. 333-3338

                      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)

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

          Securities Registered Pursuant to Section 12(b) of the Act:
                                     None.

          Securities Registered Pursuant to Section 12(g) of the Act:
                         10 3/4% Senior Notes Due 2006

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 May 12, 1998
-----               ------------------------------
Common Stock,
$.001 par value      10,000
<PAGE>
 
                  ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
                        ADAMS OUTDOOR ADVERTISING, INC.

                  Securities and Exchange Commission Form 10-Q
                   for the First Quarter Ended March 31, 1998

                                     INDEX
                                                                    
<TABLE> 
<CAPTION> 
                                                                     Page Number
                                                                     -----------
<S>                                                              <C>
PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements

              Consolidated  Balance Sheets of Adams Outdoor
              Advertising Limited Partnership as of
              March 31, 1998 and December 31, 1997 (unaudited)..............   1
 
              Consolidated Statements of Operations of
              Adams Outdoor Advertising Limited Partnership
              for the quarters ended March 31, 1998
              and March 31, 1997 (unaudited)................................   2
 
              Consolidated Statements of Cash Flows of
              Adams Outdoor Advertising Limited Partnership
              for quarters ended March 31, 1998
              and March 31, 1997 (unaudited)................................   3
 
              Notes to Interim Consolidated Financial Statements of
              Adams Outdoor Advertising Limited Partnership (unaudited).....   4
 
              Balance Sheets of Adams Outdoor
              Advertising, Inc. as of March 31, 1998 and
              December 31, 1997 (unaudited).................................   5
 
              Statements of Operations of
              Adams Outdoor Advertising, Inc. for the quarters
              ended March 31, 1998 and
              March 31, 1997 (unaudited)...................................    6
 
              Statements of Cash Flows of
              Adams Outdoor Advertising, Inc. for the
              quarters ended March 31, 1998 and
              March 31, 1997 (unaudited)...................................    7
 
              Notes to Interim Financial Statements of
              Adams Outdoor Advertising, Inc. (unaudited)..................    8
 
     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations..........................    9
</TABLE>
                                       i
<PAGE>
 
<TABLE>
<S>                                                                           <C>
PART II.  OTHER INFORMATION
 
     Item 1.  Legal Proceedings...........................................   14
     Item 2.  Changes in Securities.......................................   14
     Item 3.  Defaults Upon Senior Securities.............................   14
     Item 4.  Submission of Matters to a Vote of Security Holders.........   14
     Item 5.  Other Information...........................................   14
     Item 6.  Exhibits and Reports on Form 8-K............................   14
 
SIGNATURES................................................................   15
</TABLE>
                                      ii
<PAGE>
                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)
                            (Dollars in thousands)

<TABLE> 
<CAPTION> 
                                                                 March 31,       December 31,
                                                                   1998             1997
                                                                ------------     ------------
<S>                                                           <C>               <C>  
                          ASSETS

Current assets:
   Cash and cash equivalents                                  $       3,514    $       3,121
   Investments                                                        1,804            1,281
   Accounts receivable, less allowance 
     for doubtful accounts of $768 and $700 at 
     March 31, 1998 and December 31, 1997,
     respectively                                                     8,189            7,576
   Accounts receivable from related parties                             166              228
   Receivables from employees                                           182               89
   Inventories                                                          113              142
   Prepaid rent                                                       2,727            2,452
   Prepaid expenses                                                     723              795
                                                                ------------     ------------
     Total current assets                                            17,418           15,684

Property, plant and equipment, net                                   50,729           51,090
Intangible assets, net                                               10,144           10,450
Other assets                                                            241              250
                                                                ------------     ------------
                                                              $       78,532    $     77,474
                                                                ============     ============

        LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Current liabilities:
   Current installments of long-term debt                     $       4,000    $       4,000
   Accounts payable                                                     611              540
   Interest payable                                                   1,140            4,042
   Accrued expenses and other liabilities                             2,347            2,673
   Deferred compensation                                              1,332            1,332
                                                                ------------     ------------
     Total current liabilities                                        9,430           12,587

Long-term debt                                                      135,284          131,034
Deferred compensation                                                 3,503            3,439
                                                                ------------     ------------
     Total liabilities                                              148,217          147,060

Partners' equity (deficit):
   General partners' deficit                                        (67,829)         (67,829)
   Limited partners' deficit                                         (1,856)          (1,757)
                                                                ------------     ------------
     Total partners' deficit                                        (69,685)         (69,586)
                                                                ------------     ------------
Commitments and contingencies
                                                              $      78,532    $      77,474
                                                                ============     ============
</TABLE> 

See accompanying notes to unaudited interim consolidated financial statements.

                                       1
<PAGE>
                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
                                  (Unaudited)
                            (Dollars in Thousands)
<TABLE> 
<CAPTION> 


                                                                               Quarter Ended                 
                                                                                 March 31,                   
                                                                       1998                       1997       
                                                                   ------------               ------------   
<S>                                                             <C>                        <C> 
Gross Revenues                                                   $      15,742              $      14,053    
   Less agency commissions                                               1,527                      1,295    
                                                                   ------------               ------------   
     Net outdoor advertising revenue                                    14,215                     12,758    
                                                                                                             
Operating expenses:                                                                                          
   Direct advertising expenses                                           7,468                      7,139    
   Corporate general and administrative                                  1,004                        653    
   Depreciation and amortization                                         2,063                      1,986    
   Deferred compensation                                                   128                        124    
                                                                   ------------               ------------   
     Total operating expenses                                           10,663                      9,902    
                                                                   ------------               ------------   
     Operating income                                                    3,552                      2,856    
                                                                   ------------               ------------   
Other expenses (income):                                                                                     
   Interest expense                                                      3,644                      3,602    
   Interest expense - related parties                                        8                         14    
   Other income, net                                                        (5)                       (10)   
   Loss on disposals of property, plant                                                                      
     and equipment, net                                                      4                          3    
                                                                   ------------               ------------   
     Total other expenses                                                3,651                      3,609    
                                                                   ------------               ------------   
     Net loss                                                    $         (99)             $        (753)   
                                                                   ============               ============    
</TABLE> 

See accompanying notes to unaudited interim financial statements.

                                       2
<PAGE>

                           ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             (Unaudited)
                                     (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                                Quarter Ended
                                                                                   March 31,
                                                                            1998              1997
                                                                          -------           -------
<S>                                                                       <C>               <C>
Cash flows from operating activities:
   Net Loss                                                               $   (99)          $  (753)
   Adjustments to reconcile net income to cash
     used in operating activities:
       Depreciation                                                         1,853             1,773
       Amortization of intangible assets                                      343               360
       Deferred compensation expense                                          366               261
       Payments of Deferred Compensation                                     (300)           (1,392)
       Barter (income) loss                                                   (22)               36
       Loss on disposals of property, plant and
         equipment, net                                                         4                 3
       Purchases of investments                                              (523)             (138)

       Changes in assets and liabilities:
         (Increase) decrease in accounts receivable, net                     (636)              256
         Decrease in inventories                                               29                 5
         Increase in prepaid rent and other prepaid expenses                 (204)             (686)
         (Increase) decrease in other assets                                    9                (9)
         Increase (decrease) in accounts payable and accrued expenses          71            (1,115)
         Decrease in interest payable                                      (2,903)           (2,628)
         Increase (decrease) in other liabilities  - long term               (327)               48
                                                                          -------           -------
           Net cash used in operating activities                           (2,339)           (3,979)

Cash flows from investing activities:
         Additions to property, plant and equipment                        (1,481)           (1,590)
                                                                          -------           -------
         Net cash used in investing activities                             (1,481)           (1,590)

Cash flows from financing activities:
         Debt financing costs                                                 (37)               -
         Payments on long-term debt                                        (2,494)           (2,160)
         Advances on revolving line of credit                               6,744             6,144
         Distributions to partners                                             -               (451)
                                                                          -------           -------
           Net cash provided by financing activities                        4,213             3,533
                                                                          -------           -------
            Net increase (decrease) in cash and cash equivalents              393            (2,036)

Cash and cash equivalents at beginning of period                            3,121             3,533
                                                                          -------           -------
Cash and cash equivalents at end of period                                $ 3,514           $ 1,497
                                                                          =======           =======
</TABLE>
                                      
See accompanying notes to unaudited interim consolidated financial statements.

                                       3
<PAGE>
 
                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1998
                                  (UNAUDITED)

(1) BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements included herein
have been prepared by Adams Outdoor Advertising Limited Partnership (the
"Company") in accordance with the instructions for Form 10-Q and therefore, do
not include all information and footnotes necessary for a fair presentation of
financial position, results of operations, and cash flows in conformity with
generally accepted accounting principles.  All adjustments consist of normal
recurring accruals, which are necessary for a fair presentation of the
information for the periods described.  Certain information and footnote
disclosures normally included in consolidated financial statements prepared in
accordance with generally accepted accounting principles have been considered or
omitted pursuant to such rules and regulations.  Although the Company believes
that the disclosures are adequate to make the information presented not
misleading, it is suggested that these consolidated financial statements be read
in conjunction with the Company's 1997 Annual Report on Form 10-K.

(2)  REFINANCING

On March 12, 1996, the Company refinanced (the "Refinancing") its debt structure
by issuing $105 million of 10 3/4%, Senior Notes due 2006 ("Senior Notes") under
an Indenture (the "Indenture"), and entered into a $15 million revolving line of
credit (the "New Credit Facility").  On December 2, 1996 the New Credit Facility
was increased to allow borrowings of up to $35 million on a revolving basis.
Substantially all of the assets of the Company are pledged to secure
indebtedness of up to $35.0 million (of which approximately $34.3 million was
outstanding as of March 31, 1998) under the New Credit Facility and,
accordingly, the lenders thereunder will have a prior claim on those assets.
Permitted borrowings under the New Credit Facility are subject to various
conditions.  In addition, the availability of borrowings are subject to
compliance with certain financial covenants.  Scheduled reductions in the banks'
commitments under the New Credit Facility will commence in 1998.  The agreement
governing the New 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.

                                       4
<PAGE>
 
                        ADAMS OUTDOOR ADVERTISING, INC.

                                 BALANCE SHEETS
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                             March 31,   December 31,
                                               1998          1997
                                               ----          ---- 
<S>                                        <C>         <C>
                 ASSETS                        
                 ------

Investment.................................    $  40          $  40
                                               =====          =====
 
          STOCKHOLDER'S EQUITY
          --------------------
Preferred stock, $0.001 par value
  Authorized 800,000 shares; no shares 
  issued and 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)
                                               -----          -----
                                               $  40          $  40
                                               =====          =====
</TABLE>

        See accompanying notes to unaudited interim financial statements

                                       5
<PAGE>
 
                        ADAMS OUTDOOR ADVERTISING, INC.

                            STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
 
 
                                              Quarter Ended
                                                March 31,
                                              -------------
                                              1998     1997
                                              -------------
<S>                                           <C>     <C>
Revenues...................................   $  --   $  --
Expenses...................................      --      --
                                              -----   -----
                   
Net income (loss)..........................   $  --   $  --
                                              =====   ===== 
</TABLE>


        See accompanying notes to unaudited interim financial statements

                                       6
<PAGE>
 
                        ADAMS OUTDOOR ADVERTISING, INC.

                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
                                                      Quarters ended
                                                         March 31,
                                                         ---------
                                                     1998         1997
                                                     ----         ----
<S>                                                  <C>       <C>
Cash flows from operating activities..............   $    --   $    --
Cash flows from investing activities..............        --        --
Cash flows from financing activities..............        --        --
                                                     -------   -------
                                     
                                                          --        --
      Net change in cash..........................
Cash at beginning of period.......................        --        --
                                                     -------   -------
Cash at end of period.............................   $    --   $    --
                                                     =======   =======
</TABLE>



        See accompanying notes to unaudited interim financial statements

                                       7
<PAGE>
 
                        ADAMS OUTDOOR ADVERTISING, INC.

                     NOTES TO INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 1998
                                  (UNAUDITED)

(1) BASIS OF PRESENTATION

The accompanying unaudited financial statements included herein have been
prepared by Adams Outdoor Advertising, Inc.  ("AOAI") in accordance with the
instructions for Form 10-Q and, therefore, do not include all information and
footnotes necessary for a fair presentation of financial position, results of
operations, and cash flow in conformity with generally accepted accounting
principles. All adjustments consist of normal recurring accruals, which are
necessary for a fair presentation of the information for the periods described.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been considered or omitted pursuant to such rules and regulations.
Although AOAI believes that the disclosures are adequate to make the information
presented not misleading, it is suggested that these financial statements be
read in conjunction with AOAI's 1997 Annual Report on Form 10-K.


                                       8

<PAGE>
 
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

Except for its interests and activities as managing general partner of Adams
Outdoor Advertising Limited Partnership (the "Company"), Adams Outdoor
Advertising, Inc. ("AOAI") has nominal assets and does not conduct any
operations. Accordingly, the following "Management's Discussion and Analysis of
Financial Condition and Results of Operations" relate to the Company and the
consolidated financial statements of the Company included in this filing.

Certain matters discussed in this Quarterly Report on Form 10-Q are "forward-
looking statements" intended to qualify for the safe harbors from liability
established by the Private Securities Litigation Reform Act of 1995.  These
forward-looking statements can generally be identified as such because the
context of the statement will include forward-looking terminology such as
"believes," "anticipates," "expects,"  "would," "estimate," "continue," or the
negative thereof or variations thereon or comparable terminology.  Similarly,
statements that describe the Company's future plans, objectives or goals are
also forward-looking statements.  Such forward-looking statements are subject to
certain risks and uncertainties which could cause actual results to differ
materially from those anticipated as of the date of this report.  Certain of
such risks and uncertainties are described in close proximity to such forward-
looking statements.  Other factors that could effect such results, performance
or achievement are set forth in "Risk Factors" in Amendment No. 3 to the
Company's Registration Statement on Form S-4 (Registration No. 333-03338) as
updated by the Company's Annual Report on Form 10-K for the year ended December
31, 1997 including those risks to the Company presented by financial leverage,
government regulation with respect to zoning, restrictions on outdoor
advertising by the tobacco industry, competition and general economic
conditions.

RESULTS OF OPERATIONS

Quarter Ended March 31, 1998 Compared With Quarter Ended March 31, 1997
-----------------------------------------------------------------------

Net revenues (gross revenues net of agency commissions) for the quarter ended
March 31, 1998 of $14.2 million increased by 11.4% from $12.8 million for the
comparable period in 1997.  This increase resulted from higher advertising rates
and an increase in the number of displays sold.

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 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 

                                       9
<PAGE>
 
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.

Direct advertising expenses for the quarter ended March 31, 1998 of $7.5 million
increased by 4.6% from $7.1 million for the comparable period in 1997.  The
increase was attributable to direct costs associated with increased sales from
new displays and an increase in sales commissions due to higher average rates.

Corporate, general and administrative expenses for the quarter ended March 31,
1998 of $1.0 million increased by 53.8% from $653,000 for the comparable period
in 1997.  This increase was attributable to increased professional fees, travel
expenses, relocation expenses and directors' fees.

Depreciation and amortization for the quarter ended March 31, 1998 of $2.1
million increased by 3.9% from $2.0 million for the comparable period in 1997.
Depreciation expense increased as a result of additions to property, plant and
equipment during 1997 and early 1998 from acquisitions and building of new
structures.

Deferred compensation expense for the quarter ended March 31, 1998 of $128,000
increased by 3.2% from $124,000 for the comparable period in 1997 primarily due
to increased Operating Profit.

Interest expense for the quarter ended March 31, 1998 of $3.7 million increased
1.0% from $3.6 million for the comparable period in 1997.  This increase was due
to a higher level of outstanding debt.  For the quarter ended March 31, 1998 and
March 31, 1997, the effective interest rates were 10.3% on average outstanding
balances of $136.7 million and $134.7 million, respectively.

Net loss for the quarter ended March 31, 1998 decreased to $99,000 from a
$753,000 loss for the comparable period in 1997 as a result of the items
discussed above.

Operating Cash Flow is defined as operating income (loss) before (i)
depreciation and amortization expenses and (ii) deferred compensation expense.
As a partnership the Company is not subject to federal corporate income tax.
Operating Cash Flow is not intended to represent net cash provided by operating
activities as defined by generally accepted accounting principles and should not
be considered as an alternative to net income or 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 is disclosed herein to permit a more
complete comparative analysis of the Company's performance relative to other
companies in the media industry.  Operating Cash Flow for the quarter ended
March 31, 1998 of $5.7 million increased by 15.6% from $5.0 million for the
comparable period in 1997.

                                       10
<PAGE>
 
LIQUIDITY AND CAPITAL RESOURCES

On March 12, 1996 the Company, together with its managing general partner, AOAI
privately placed $105,000,000 of their 10 3/4% Senior Notes due 2006 issued
under an indenture (the "Indenture") and entered into a new credit facility (the
"New Credit Facility") pursuant to which it may borrow up to $15 million on a
revolving basis (the "Refinancing"). As part of the Refinancing, substantially
all of the Company's outstanding debt was refinanced. As a result of the
Refinancing, the average maturities of the Company's debt were extended to 2006.

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.  As a result of the Refinancing, the Company's
interest expense has increased due to the higher weighted average interest rate.

The Company's primary sources of cash are net cash generated from operating
activities and borrowings under the New Credit Facility.  The Company's net cash
used in operations decreased significantly to $2.3 million for the quarter ended
March 31, 1998 from $4.0 million for the quarter ended March 31, 1997.

The Company expects that its capital expenditures during 1998 will be
approximately $5.0 million and will be primarily for new billboard construction,
the upgrading of existing displays and the research and development of new
advertising media. The Company made capital expenditures of $1.5 million during
the quarter ended March 31, 1998 compared to $1.6 million during the quarter
ended March 31, 1997.

At December 31, 1997, the Company's accrued liability for deferred compensation
payable under phantom stock agreements with key employees was $4.8 million in
the aggregate. The New Credit Facility and the Indenture permit the payment of
the deferred compensation when due, subject to certain annual limitations. Such
payments are scheduled to be paid during the 1998 through 2002 period. During
the quarter ended March 31, 1998, payments of deferred compensation totaled
$300,000.

The New Credit Facility is a revolving credit facility of up to $35.0 million.
At March 31, 1998, the outstanding borrowings under the New Credit Facility were
$34.3 million.  Substantially all of the assets of the Company are pledged to
secure indebtedness under the New Credit Facility.  Permitted borrowings under
the New 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 New Credit Facility will commence in 1998.
The agreement governing the New 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

                                       11
<PAGE>
 
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 New 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 next twelve months.

IMPACT OF INFLATION

Through 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 quarter are slightly lower than
the other quarter, management does not believe that seasonality has a
significant impact on the operations or cash flow of the Company.

Information contained in this 10-Q 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
financial leverage, government regulation with respect to zoning and
restrictions on outdoor advertising by the tobacco industry, competition and
general economic condition could cause actual results to differ materially from
those in such forward-looking statements.

                                       12
<PAGE>
 
                          PART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

     None.

ITEM 2.  CHANGES IN SECURITIES

     During the period covered by this Report, the constituent instruments
defining the rights of the holders of registered securities were not materially
modified, nor were the rights evidenced by the registered securities limited or
qualified by the issuance or modification of any other class of securities.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     During the period covered by this Report, there has been no material
default with respect to any indebtedness of the Registrants.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 5.  OTHER INFORMATION

     None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a) The following exhibits are included herein:

          (27) Financial data schedule

     (b)  No reports on Form 8-K have been filed during the quarter for which
          the report is filed.

                                       13
<PAGE>
 
                                   SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrants have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  May 12, 1998           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


                              By   /s/ Abe Levine
                                  -----------------
                                  Abe Levine
                                  Chief Financial Officer
                                  (Principal Financial and Accounting Officer)


                              ADAMS OUTDOOR ADVERTISING, INC.
 


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


                              By   /s/ Abe Levine
                                  ---------------
                                  Abe Levine
                                  Chief Financial Officer
                                  (Principal Financial and Accounting Officer)

                                       14