<PAGE>
 
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                      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, 1999
 
                               ----------------
 
                 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                   (IRS Employer
   of 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                 (IRS 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.)
 
<TABLE>
<CAPTION>
         Class                       Outstanding as of May 5, 1999
         -----                       -----------------------------
         <S>                         <C>
         Common Stock, $.001 par
          value.....................            10,000
</TABLE>
 
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<PAGE>
 
                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
                        ADAMS OUTDOOR ADVERTISING, INC.
 
                  Securities and Exchange Commission Form 10-Q
                   for the First Quarter Ended March 31, 1999
 
                                     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, 1999 (unaudited) and December 31, 1998...................    1
    Consolidated Statements of Operations of Adams Outdoor Advertising
     Limited Partnership for the Quarters Ended March 31, 1999 and 1998
     (unaudited)........................................................    2
    Consolidated Statements of Cash Flows of Adams Outdoor Advertising
     Limited Partnership for the Quarters Ended March 31, 1999 and 1998
     (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,
     1999 (unaudited) and December 31, 1998.............................    5
    Statements of Operations of Adams Outdoor Advertising, Inc. for the
     Quarters Ended March 31, 1999 and 1998 (unaudited).................    6
    Statements of Cash Flows of Adams Outdoor Advertising, Inc. for the
     Quarters Ended March 31, 1999 and 1998 (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>
 
                         PART I. FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
 
                          CONSOLIDATED BALANCE SHEETS
 
                             (Dollars in thousands)
 
<TABLE>
<CAPTION>
                                                         March 31,  December 31,
                                                           1999         1998
                        ASSETS                          ----------- ------------
                                                        (unaudited)
<S>                                                     <C>         <C>
Current assets:
  Cash and cash equivalents............................  $  2,389     $  1,687
  Investments..........................................     2,511        1,879
  Accounts receivable, less allowance for doubtful
   accounts of $766 and $648 at March 31, 1999 and
   December 31, 1998, respectively.....................     8,491        8,424
  Receivables from related parties.....................       191          129
  Inventories..........................................        46           69
  Prepaid rent.........................................     2,958        2,826
  Prepaid expenses.....................................       777          647
                                                         --------     --------
    Total current assets...............................    17,363       15,661
 
Property, plant and equipment, net.....................    53,477       53,350
Intangible assets, net.................................     8,775        9,108
Other assets...........................................        74           74
                                                         --------     --------
                                                         $ 79,689     $ 78,193
                                                         ========     ========
 
<CAPTION>
           LIABILITIES AND PARTNERS' DEFICIT
<S>                                                     <C>         <C>
Current liabilities:
  Accounts payable.....................................  $    516     $    558
  Interest payable.....................................       919        3,606
  Accrued expenses and other liabilities...............     2,630        2,583
  Deferred compensation................................     1,412        4,108
                                                         --------     --------
    Total current liabilities..........................     5,477       10,855
 
Long-term debt, less current installments..............   139,440      132,728
Deferred compensation..................................     3,904        4,057
                                                         --------     --------
    Total liabilities..................................   148,821      147,640
 
Commitments and contingencies
 
Partners' deficit:
  General partners' deficit............................   (67,829)     (67,829)
  Limited partners' deficit............................    (1,303)      (1,618)
                                                         --------     --------
    Total partners' deficit............................   (69,132)     (69,447)
                                                         --------     --------
                                                         $ 79,689     $ 78,193
                                                         ========     ========
</TABLE>
 
 See accompanying notes to unaudited interim consolidated financial statements.
 
                                       1
<PAGE>
 
                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
 
                            STATEMENTS OF OPERATIONS
 
                             (Dollars in Thousands)
 
<TABLE>
<CAPTION>
                                                               Quarter Ended
                                                                 March 31,
                                                              ----------------
                                                               1999     1998
                                                              -------  -------
                                                                (Unaudited)
<S>                                                           <C>      <C>
Gross Revenues............................................... $16,552  $15,742
  Less agency commissions....................................   1,503    1,527
                                                              -------  -------
    Net outdoor advertising revenue..........................  15,049   14,215
 
Operating expenses:
  Direct advertising expenses................................   7,967    7,468
  Corporate general and administrative.......................     594    1,004
  Depreciation and amortization..............................   1,857    2,063
  Deferred compensation......................................     360      128
                                                              -------  -------
    Total operating expenses.................................  10,778   10,663
                                                              -------  -------
    Operating income.........................................   4,271    3,552
                                                              -------  -------
 
Other expenses (income):
  Interest expense...........................................   3,445    3,644
  Interest expense--related parties..........................       0        8
  Other expense (income), net................................      12       (5)
  (Gain) loss on disposals of property, plant and equipment,
   net.......................................................      (1)       4
                                                              -------  -------
    Total other expenses.....................................   3,456    3,651
                                                              -------  -------
    Net income (loss)........................................ $   815  $   (99)
                                                              =======  =======
</TABLE>
 
 
       See accompanying notes to unaudited interim financial statements.
 
                                       2
<PAGE>
 
                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                             (Dollars in Thousands)
 
<TABLE>
<CAPTION>
                                                               Quarter Ended
                                                                 March 31,
                                                              ----------------
                                                               1999     1998
                                                              -------  -------
                                                                (Unaudited)
<S>                                                           <C>      <C>
Cash flows from operating activities:
  Net income (loss).......................................... $   815  $   (99)
  Adjustments to reconcile net income to cash used in
   operating activities:
    Depreciation.............................................   1,659    1,853
    Amortization of intangible assets........................     333      343
    Deferred compensation expense............................     360      366
    Payments of Deferred Compensation........................  (3,557)    (300)
    Barter income............................................     (82)     (22)
    (Gain) loss on disposals of property, plant and
     equipment, net..........................................      (1)       4
    Purchases of investments.................................    (380)    (523)
    Changes in assets and liabilities:
      Accounts receivable, net...............................    (129)    (636)
      Inventories............................................      23       29
      Prepaid rent and other prepaid expenses................    (262)    (204)
      Other assets...........................................      --        9
      Accounts payable and accrued expenses..................     101       71
      Interest payable.......................................  (2,687)  (2,903)
      Other liabilities--long term...........................      --     (327)
                                                              -------  -------
        Net cash used in operating activities................  (3,807)  (2,339)
 
Cash flows from investing activities:
  Additions to property, plant and equipment.................  (1,711)  (1,481)
  Proceeds from sales of property, plant and equipment.......       8       --
                                                              -------  -------
        Net cash used in investing activities................  (1,703)  (1,481)
 
Cash flows from financing activities:
  Debt financing costs.......................................      --      (37)
  Payments on long-term debt.................................  (2,700)  (2,494)
  Advances on revolving line of credit.......................   9,412    6,744
  Distributions to partners..................................    (500)      --
                                                              -------  -------
        Net cash provided by financing activities............   6,212    4,213
                                                              -------  -------
Net increase in cash and cash equivalents....................     702      393
Cash and cash equivalents at beginning of period.............   1,687    3,121
                                                              -------  -------
Cash and cash equivalents at end of period................... $ 2,389  $ 3,514
                                                              =======  =======
</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, 1999
 
                                  (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 1998 Annual Report on Form 10-K.
Certain reclassifications have been made to prior year amounts to conform with
the current year presentation.
 
                                       4
<PAGE>
 
                        ADAMS OUTDOOR ADVERTISING, INC.
 
                                 BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                         March 31, December 31,
                                                           1999        1998
                         ASSETS                          --------- ------------
                                                              (Unaudited)
<S>                                                      <C>       <C>
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
 
<TABLE>
<CAPTION>
                                                                  Quarter Ended
                                                                    March 31,
                                                                  --------------
                                                                   1999    1998
                                                                  ------  ------
                                                                   (Unaudited)
<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
 
<TABLE>
<CAPTION>
                                                               Quarters Ended
                                                                  March 31,
                                                               ----------------
                                                                1999     1998
                                                               -------  -------
                                                                 (Unaudited)
<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, 1999
 
                                  (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 1998 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. 33303338) as
updated by the Company's Annual Report on Form 10-K for the year ended
December 31, 1998 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, 1999 Compared With Quarter Ended March 31, 1998
 
  Net revenues (gross revenues net of agency commissions) for the quarter
ended March 31, 1999 of $15.0 million increased by 5.9% from $14.2 million for
the comparable period in 1998. This increase resulted from higher advertising
rates and an increase in the number of displays sold.
 
  Direct advertising expenses for the quarter ended March 31, 1999 of $8.0
million increased by 6.7% from $7.5 million for the comparable period in 1998.
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, 1999 of $594,000 decreased by 40.8% from $1.0 million for the comparable
period in 1998. This decrease was attributable to a decrease in professional
fees, travel expenses and costs associated with the new Company logo and
identification project.
 
  Depreciation and amortization for the quarter ended March 31, 1999 of $1.9
million decreased by 10.0% from $2.1 million for the comparable period in
1998. Depreciation expense decreased due to structures which became fully
depreciated at the end of 1998.
 
  Deferred compensation expense for the quarter ended March 31, 1999 of
$360,000 increased significantly from $128,000 for the comparable period in
1998 primarily due to increased Operating Profit and vesting and the
reinstatement of the CEO into the plan.
 
  Interest expense for the quarter ended March 31, 1999 of $3.4 million
decreased by 5.7% from $3.7 million for the first quarter of 1998. For the
quarters ended March 31, 1999 and March 31, 1998, the effective interest rates
were 9.8% and 10.3%, respectively, on average outstanding balances of $135.8
million and $136.7 million, respectively.
 
                                       9
<PAGE>
 
  Net income for the quarter ended March 31, 1999 increased to $815,000 from a
net loss of $99,000 for the comparable period in 1998 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, 1999 of $6.5 million
increased by 13.0% from $5.7 million for the comparable period in 1998.
 
Liquidity and Capital Resources
 
  In 1996 the Company, together with its managing general partner, AOAI placed
$105,000,000 of their 10 3/4% Senior Notes due 2006 issued under an indenture
(the "Indenture") and entered into a Credit Facility (the "Credit Facility").
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 Credit Facility. The Company's net cash
used in operations increased by 62.8% to $3.8 million for the quarter ended
March 31, 1999 from $2.3 million for the quarter ended March 31, 1998.
 
  The Company expects that its capital expenditures during 1999 will be
approximately $6.0 million and will be primarily for new billboard
construction and the upgrading of existing displays. The Company made capital
expenditures of $1.7 million during the quarter ended March 31, 1999 compared
to $1.5 million during the quarter ended March 31, 1998.
 
  At March 31, 1999 and December 31, 1998, the Company's accrued liability for
deferred compensation payable under phantom stock agreements with key
employees was $2.8 million and $6.3 million, respectively, in the aggregate.
The 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, 1999, payments of deferred compensation totaled $3.6
million.
 
  The Company has revolving credit facilities of up to $43.0 million, $35
million secured and $8 million unsecured. At March 31, 1999, the outstanding
borrowings were $38.4 million. Substantially all of the assets of the Company
are pledged to secure indebtedness under the secured credit facility. The
agreement governing the secured 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 its credit facilities will be sufficient to meet its cash needs
for its current operations, required debt payments, anticipated capital
expenditures and deferred compensation payments for the next twelve months.
 
                                      10
<PAGE>
 
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 quarter 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 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.
 
Year 2000 Compliance
 
 Overview
 
  The "Year 2000 issue" is a general term used to describe the various
problems that may result from the improper processing of dates and date-
sensitive calculations by computers and other machinery as the year 2000
approaches. The Year 2000 issue exists because many existing computer systems
and software products have been written using two digits, rather than four, to
define the applicable year, thus not properly recognizing dates after December
31, 1999.
 
 Company's State of Readiness
 
  The Company recognizes the need to ensure that its operations will not be
adversely impacted by Year 2000 software failures and has therefore undertaken
the project of identifying and resolving its Year 2000 issues. The Company's
assessment included both its software and hardware. The Company has identified
all significant applications that require modification to ensure Year 2000
compliance and during the second quarter of 1998, Year 2000 compliant versions
of these programs (primarily financial applications) were installed. The
vendor upgrades have been tested and certified as Year 2000 compliant by an
independent third party.
 
  In addition, the Company has communicated with others with whom it does
significant business to determine their Year 2000 Compliance readiness and the
extent to which the Company is vulnerable to any third party Year 2000 issues.
However, there can be no guarantee that the systems of other companies on
which the Company's systems rely will be timely converted, or that a failure
to convert by another company, or a conversion that is incompatible with the
Company's systems, would not have a material adverse effect on the Company.
 
Costs to Address the Company's Year 2000 Issues
 
  During 1997 and 1998, the Company incurred approximately $100,000 and
$150,000, respectively in Year 2000 compliance efforts and estimates of
additional costs to complete its Year 2000 compliance plan are not anticipated
to be material to the Company's financial condition or results of operations.
 
                                      11
<PAGE>
 
Risks of the Company's Year 2000 Issues and the Company's Contingency Plans
 
  Based on the results of its review of Year 2000 issues to date and
compliance efforts completed, the Company does not believe that the Year 2000
issue presents a significant risk of disruption of the Company's ability to
transact business with its major customers and suppliers. Therefore, the
Company does not believe that a contingency plan to handle Year 2000 problems
is necessary at this time and has not yet developed such a plan. The Company
will, however, continue to monitor the Year 2000 issues and evaluate the need
for a contingency plan to handle the most reasonably likely worst case Year
2000 scenario.
 
New Accounting Standards
 
  In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This statement
which will be effective for the Company beginning January 1, 2000, establishes
accounting and reporting standards requiring that every derivative instrument
(including certain embedded in other contracts) be recorded in the balance
sheet as either assets or liabilities measured at its fair value. The
statement requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. The
Company has not yet quantified the impact of adopting SFAS No. 133 and has not
determined the timing or method of its adoption, however it is not expected
that adoption will have a material impact on earnings.
 
                          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.
 
                                      12
<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 5, 1999                         ADAMS OUTDOOR ADVERTISING
                                          LIMITED PARTNERSHIP
 
                                          By Adams Outdoor Advertising, Inc.
                                           Its General Partner
 
                                                    
                                                  /s/ J. Kevin Gleason 
                                          By:__________________________________
                                                    J. Kevin Gleason
                                              President and Chief Executive
                                                         Officer
 
                                                  /s/  Abe Levine
                                          By:__________________________________
                                                       Abe Levine
                                                 Chief Financial Officer
                                           (Principal Financial and Accounting
                                                        Officer)
 
                                          ADAMS OUTDOOR ADVERTISING, INC.
 
                                                    
                                                  /s/ J. Kevin Gleason 
                                          By:__________________________________
                                                    J. Kevin Gleason
                                              President and Chief Executive
                                                         Officer
 
                                                  /s/  Abe Levine
                                          By:__________________________________
                                                       Abe Levine
                                                 Chief Financial Officer
                                           (Principal Financial and Accounting
                                                        Officer)
 
                                       13