<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
                                 June 30, 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 of           (IRS 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           (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.)

Class                Outstanding as of August 12, 1999
-----                ---------------------------------
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 Second Quarter Ended June 30, 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
          June 30, 1999 (unaudited) and December 31, 1998............................          1

          Consolidated Statements of Operations of
          Adams Outdoor Advertising Limited Partnership
          for the quarters and six months ended June 30, 1999
          and 1998 (unaudited).......................................................          2

          Consolidated Statements of Cash Flows of
          Adams Outdoor Advertising Limited Partnership
          for the six months ended June 30, 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 June 30, 1999 (unaudited)
          and December 31, 1998......................................................          5

          Statements of Operations of
          Adams Outdoor Advertising, Inc. for the quarters and
          six months ended June 30, 1999 and 1998 (unaudited)........................          6

          Statements of Cash Flows of
          Adams Outdoor Advertising, Inc. for the
          six months ended June 30, 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>
PART II. OTHER INFORMATION
<S>                                                                                           <C>
     Item 1. Legal Proceedings.......................................................         15
     Item 2. Changes in Securities...................................................         15
     Item 3. Defaults Upon Senior Securities.........................................         15
     Item 4. Submission of Matters to a Vote of Security Holders.....................         15
     Item 5. Other Information.......................................................         15
     Item 6. Exhibits and Reports on Form 8-K........................................         15

SIGNATURES...........................................................................         16
</TABLE>

                                      ii
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
                          CONSOLIDATED BALANCE SHEETS
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                            June 30,
                                                                                              1999                 December 31,
                                               ASSETS                                      (unaudited)                1998
                                                                                        -----------------          -------------
<S>                                                                                     <C>                        <C>
Current assets:
   Cash and cash equivalents                                                              $         3,039          $       1,687
   Investments                                                                                      2,569                  1,879
   Accounts receivable, less allowance for doubtful accounts of
     $895 and $648 at June 30, 1999 and December 31, 1998,
     respectively                                                                                   9,992                  8,424
   Receivables from related parties                                                                    59                    129
   Inventories                                                                                         73                     69
   Prepaid rent                                                                                     3,084                  2,826
   Prepaid expenses                                                                                   725                    647
                                                                                        -----------------          -------------

     Total current assets                                                                          19,541                 15,661

Property, plant and equipment, net                                                                 54,907                 53,350
Intangible assets, net                                                                              8,539                  9,108
Other assets                                                                                           76                     74
                                                                                        -----------------          -------------

                                                                                          $        83,063          $      78,193
                                                                                        =================          =============

                                                LIABILITIES AND PARTNERS' DEFICIT

Current liabilities:
   Accounts payable                                                                       $           598          $         558
   Interest payable                                                                                 3,439                  3,606
   Accrued expenses and other liabilities                                                           2,513                  2,583
   Deferred compensation                                                                              738                  4,108
                                                                                        -----------------          -------------

     Total current liabilities                                                                      7,288                 10,855

Long-term debt, less current installments                                                         123,900                132,728
Advances from AOA Holding, Inc.                                                                    16,105                      0
Deferred compensation                                                                               5,119                  4,057
                                                                                        -----------------          -------------

     Total liabilities                                                                            152,412                147,640

Commitments and contingencies

Partners' deficit:
   General partners' deficit                                                                      (67,829)               (67,829)
   Limited partners' deficit                                                                       (1,520)                (1,618)
                                                                                        -----------------          -------------

     Total partners' deficit                                                                      (69,349)               (69,447)
                                                                                        -----------------          -------------

                                                                                          $        83,063          $      78,193
                                                                                        =================          =============
</TABLE>

See accompanying notes to unaudited interim consolidated financial statements.

                                       1
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
                            (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                       Quarter Ended                                 Six Months Ended
                                                         June 30,                                       June 30,
                                                1999                 1998                      1999                  1998
                                          -----------------   -----------------       ------------------   ------------------
<S>                                       <C>                 <C>                     <C>                  <C>
Gross Revenues                                     $ 19,374            $ 18,622                 $ 35,926             $ 34,364
   Less agency commissions                            1,761               1,866                    3,264                3,393
                                          -----------------   -----------------       ------------------   ------------------

     Net outdoor advertising revenue                 17,613              16,756                   32,662               30,971

Operating expenses:
   Direct advertising expenses                        8,308               7,898                   16,275               15,367
   Corporate general and administrative                 704               1,105                    1,298                2,109
   Depreciation and amortization                      1,892               2,070                    3,749                4,133
   Deferred compensation                                510                 203                      870                  331
                                          -----------------   -----------------       ------------------   ------------------

     Total operating expenses                        11,414              11,276                   22,192               21,940
                                          -----------------   -----------------       ------------------   ------------------

     Operating income                                 6,199               5,480                   10,470                9,031
                                          -----------------   -----------------       ------------------   ------------------

Other expenses (income):
   Interest expense                                   3,420               3,646                    6,865                7,291
   Interest expense - related parties                     0                   6                        0                   14
   Payments to partners                               2,500                   0                    2,500                    0
   Other (income) expenses, net                         (26)                 68                      (14)                  62
   Loss on disposals of property, plant
     and equipment, net                                  22                  15                       21                   19
                                          -----------------   -----------------       ------------------   ------------------

     Total other expenses                             5,916               3,735                    9,372                7,386
                                          -----------------   -----------------       ------------------   ------------------

     Net income                                    $    283            $  1,745                 $  1,098             $  1,645
                                          =================   =================       ==================   ==================
</TABLE>

See accompanying notes to unaudited interim consolidated financial statements.

                                       2
<PAGE>


                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                              (Dollars in Thousands)


<TABLE>
<CAPTION>
                                                                                         Six Months Ended
                                                                                            June 30,
                                                                                1999                       1998
                                                                         -------------------         -----------------
<S>                                                                      <C>                         <C>
Cash flows from operating activities:
   Net Income                                                                        $ 1,098                   $ 1,645
   Adjustments to reconcile net income to cash
     provided by operating activities:
       Depreciation                                                                    3,354                     3,713
       Amortization of intangible assets                                                 668                       687
       Deferred compensation expense                                                     870                       712
       Payments of deferred compensation                                              (3,678)                   (1,092)
       Barter income                                                                     (55)                     (141)
       Loss on disposals of property, plant and
         equipment, net                                                                   21                        19
       Purchases of investments                                                         (380)                     (571)

       Changes in assets and liabilities:
         Increase in accounts receivable, net                                         (1,527)                   (1,966)
         (Increase) decrease in inventories                                               (4)                       23
         Increase in prepaid rent and other prepaid expenses                            (336)                     (354)
         (Increase) decrease in other assets                                              (2)                        3
         Increase (decrease) in accounts payable and accrued expenses                    160                        (5)
         Decrease in interest payable                                                   (167)                     (276)
         Decrease in other liabilities  - long term                                        0                       (75)
                                                                         -------------------         -----------------

           Net cash provided by operating activities                                      22                     2,322

Cash flows from investing activities:
               Additions to property, plant and equipment                             (4,856)                   (2,799)
               Proceeds from sale of property, plant
                  and equipment                                                            8                         1
                                                                         -------------------         -----------------

               Net cash used in investing activities                                  (4,848)                   (2,798)

Cash flows from financing activities:
               Debt financing costs                                                      (99)                      (81)
               Payments on revolving line of credit                                  (18,240)                   (4,844)
               Advances on revolving line of credit                                    9,412                     6,744
               Advances from parent company                                           16,105                         0
               Distributions to partners                                              (1,000)                     (518)
                                                                         -------------------         -----------------

                 Net cash provided by financing activities                             6,178                     1,301
                                                                         -------------------         -----------------


                  Net increase  in cash and cash equivalents                           1,352                       825

Cash and cash equivalents at beginning of period                                       1,687                     3,121
                                                                         -------------------         -----------------

Cash and cash equivalents at end of period                                           $ 3,039                   $ 3,946
                                                                         ===================         =================
</TABLE>

See accompanying notes to unaudited interim consolidated financial statements.

                                       3
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
              NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 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. However, in the opinion of management,
all adjustments, which consist of normal recurring accruals necessary for a fair
presentation of the information for the periods described, have been made.
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.

(2) Reorganization and Offering

In May 1999, the Partnerships' majority partner contributed his direct and
indirect interests in the Company and Adams Outdoor Advertising Inc. to a newly
formed Limited Liability Company, AOA Holding LLC ("AOA Holding".) Following the
reorganization, AOA Holding and its 100% owned subsidiary AOA Capital Corp.
issued $50 million of 10 3/8% Senior Notes due 2006. The net proceeds from the
offering were used by AOA Holding to make a distribution to its sole member, to
repay $13.5 million of indebtedness of the Company, and to make a $2.5 million
payment to the minority limited partner. Amounts loaned to the Company are non-
interest bearing and are reflected as Advances from AOA Holding LLC in the
accompanying consolidated balance sheets.

In connection with the reorganization, the partnership agreement was amended to
provide that the limited partnership interest of AOA Holding LLC become a
"priority" interest whereby all limited partner distributions (other than
permitted tax distributions) will be made only to AOA Holding until the notes
are paid in full. In recognition of the change in the partnership agreement, the
company paid to the minority limited partners approximately $2.5 million, which
has been reflected as other expense in the accompanying consolidated statements
of operations.

                                       4
<PAGE>

                        ADAMS OUTDOOR ADVERTISING, INC.

                                BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                        June 30,
                                                                                          1999                 December 31,
                                  ASSETS                                               (Unaudited)                1998
                                                                                       -----------               -----
<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
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                   Quarter Ended         Six Months Ended
                                                                     June 30,                June 30,
                                                                   1999     1998         1999        1998
                                                                   ----     ----         ----        ----
<S>                                                              <C>       <C>          <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>
                                                                                         Six Months Ended
                                                                                             June 30,
                                                                                             --------
                                                                                         1999        1998
                                                                                         ----        ----
<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
                                 June 30, 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. However, in the opinion of management, all adjustments, which
consist of normal recurring accruals necessary for a fair presentation of the
information for the periods described, have been made.  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.

(2) Reorganization and Offering

In May 1999, the Partnerships' majority partner contributed his direct and
indirect interests in the Company and Adams Outdoor Advertising Inc. to a newly
formed Limited Liability Company, AOA Holding LLC ("AOA Holding".) Following the
reorganization, AOA Holding and its 100% owned subsidiary AOA Capital Corp.
issued $50 million of 10 3/8% Senior Notes due 2006.  The net proceeds from the
offering were used by AOA Holding to make a distribution to its sole member, to
repay $13.5 million of indebtedness of the Company, and to make a $2.5 million
payment to the minority limited partner.  Amounts loaned to the Company are non-
interest bearing and are reflected as Advances from AOA Holding LLC in the
accompanying consolidated balance sheets.

In connection with the reorganization, the partnership agreement was amended to
provide that the limited partnership interest of AOA Holding LLC become a
"priority" interest whereby all limited partner distributions (other than
permitted tax distributions) will be made only to AOA Holding until the notes
are paid in full.  In recognition of the change in the partnership agreement,
the company paid to the minority limited partners approximately $2.5 million,
which has been reflected as other expense in the accompanying consolidated
statements of operations.

                                       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, 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 June 30, 1999 Compared With Quarter Ended June 30, 1998
---------------------------------------------------------------------

Net revenues (gross revenues net of agency commissions) for the quarter ended
June 30, 1999 of $17.6 million increased by 5.1% from $16.8 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 June 30, 1999 of $8.3 million
increased by 5.2% from $7.9 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 June 30,
1999 of $704,000 decreased by 36.3% from $1.1 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 in 1998.

                                       9
<PAGE>

Depreciation and amortization for the quarter ended June 30, 1999 of $1.9
million decreased by 8.6 % 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 June 30, 1999 of $510,000
increased significantly from $203,000 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 June 30, 1999 of $3.4 million decreased
by 6.4% from $3.7 million for the second quarter of 1998.  For the quarters
ended June 30, 1999 and June 30, 1998, the effective interest rates were 10.2%
on average outstanding balances of  $129.4 million and  $137.4 million,
respectively.

Net income for the quarter ended June 30, 1999 decreased to $283,000 from $1.7
million for the comparable period in 1998 as a result of the items discussed
above.

Results of Operations

Six Months Ended June 30, 1999 Compared With Six Months Ended June 30, 1998
---------------------------------------------------------------------------

Net revenues (gross revenues net of agency commissions) for the six months ended
June 30, 1999 of $32.7 million increased by 5.5% from $31.0 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 six months ended June 30, 1999 of $16.3
million increased by 5.9% from $15.4 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 six months ended June 30,
1999 of $1.3 million decreased by 38.5% from $2.1 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 in 1998.

Depreciation and amortization for the six months ended June 30, 1999 of $3.7
million decreased by 9.3 % from $4.1 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 six months ended June 30, 1999 of $870,000
increased significantly from $331,000 for the comparable period in 1998
primarily due to increased Operating Profit and vesting and the reinstatement of
the CEO into the plan.

                                       10
<PAGE>

Interest expense for the six months ended June 30, 1999 of $6.9 million
decreased by 6.0% from $7.3 million for the comparable period in 1998. For the
six months ended June 30, 1999 and June 30, 1998, the effective interest rates
were 10.0% and 10.3%, respectively, on average outstanding balances of  $132.6
million and  $137.1 million, respectively.

Net income for the six months ended June 30, 1999 decreased to $1.1 million from
$1.7 million 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 six months ended
June 30, 1999 of $15.1 million increased by 11.8% from $13.5 million for the
comparable period in 1998. Operating Cash Flow for the quarter ended June 30,
1999 of $8.6 million increased by 10.9% from $7.8 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
provided by operations decreased significantly to $22,000 for the six months
ended June 30, 1999 from $2.3 million for the six months ended June 30, 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

                                       11
<PAGE>

displays. The Company made capital expenditures of $4.9 million during the six
months ended June 30, 1999 compared to $2.8 million during the six months ended
June 30, 1998.

At June 30, 1999 and December 31, 1998, the Company's accrued liability for
deferred compensation payable under phantom stock agreements with key employees
was $3.3 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 six months ended June 30,
1999, payments of deferred compensation totaled $3.7 million.

The Company has revolving credit facilities of up to $43.0 million, $35 million
secured and $8 million unsecured. At June 30, 1999, the outstanding borrowings
were $22.9 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.

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

                                       12
<PAGE>

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 determinet their Year 2000 Compliance readiness and the
extent to which the Company is vulnerable to any third party Year 2000 issues.
The Company's principal suppliers are local power companies. 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. Certain power companies may
experience problems supplying power to us. If that occurs, our only liability
will be to issue immaterial illumination credits.

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.

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<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." In July 1999,
the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities - Deferral of Effective Date of FASB Statement No. 133 - An Amendment
to FASB Statement No. 133. This statement delayed effective date of SFAS No. 133
for one year and is effective for the company beginning January 1, 2001. This
statement 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.

                                       14
<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.

                                       15
<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: August 12, 1999            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)

                                       16