<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                      FORM 10-Q

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

                  For the quarterly period ended September 30, 1997

                                          OR

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


                           Commission file number 000-20823




                           UNIVERSAL OUTDOOR HOLDINGS, INC.




                 DELAWARE                                 36-3766705
     ---------------------------------        ---------------------------------
       (State or other jurisdiction           (IRS Employer Identification No.)
     of Incorporation or Organization)


             311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606

                    Registrant's Telephone Number: (312) 431-0822


    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
                       -----                 -----

    The number of shares outstanding of the Registrant's common stock, $0.01
par value, as of November 7, 1997 was 26,714,957 shares.



<PAGE>


Part I.  Financial Information
Item 1.  Financial Statements


                           UNIVERSAL OUTDOOR HOLDINGS, INC.

                             CONSOLIDATED BALANCE SHEETS
                                     (UNAUDITED)
                                (Dollars in thousands)

<TABLE>
<CAPTION>
 
                                                                               September 30,   December 31,
                                                                                  1997            1996
                                                                               ------------    -----------
                                                         ASSETS

<S>                                                                            <C>             <C>
Current assets:
    Cash and equivalents                                                        $  17,762       $ 11,631
    Cash held in escrow                                                              -             9,455
    Accounts receivable, less allowance
      for doubtful accounts of $2,509 and $2,849                                   33,309         20,927
    Other receivables                                                               2,498          1,445
    Prepaid land leases                                                             7,466          4,010
    Prepaid insurance and other                                                     5,289          4,173
                                                                                 ---------       --------

         Total current assets                                                      66,324         51,641
                                                                                 ---------       --------

Property and equipment, net                                                       596,602        382,555
Goodwill and intangible assets, net                                               240,240        219,009
Other assets, net                                                                  18,534         25,114
                                                                                 ---------       --------

Total assets                                                                    $ 921,700       $678,319
                                                                                ----------      ---------
                                                                                ----------      ---------


                                                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                                  953          3,373
    Accrued expenses                                                               33,488         26,532
                                                                                 ---------       --------
         Total current liabilities                                                 34,441         29,905
                                                                                 ---------       --------

Long-term debt and other obligations                                              503,947        349,141
Other long-term liabilities                                                           931            485
Long-term deferred income tax liabilities                                          79,961         71,700

Commitments and contingencies                                                        -               -

Stockholders' equity:
    Preferred stock, $.01 par value, 10,000,000 shares authorized;
      no shares issued and outstanding                                               -               -
    Common stock, $.01 par value, 75,000,000 shares authorized;
    26,714,957 and 23,992,800 shares issued and outstanding                           267            239
    Warrants                                                                       10,131          9,967
    Additional paid in capital                                                    369,776        295,162
    Accumulated deficit                                                           (77,754)       (78,280)
                                                                                 ---------       --------
         Total  stockholders' equity                                              302,420        227,088
                                                                                 ---------       --------
Total liabilities and stockholders' equity                                      $ 921,700       $678,319
                                                                                ----------      ---------
                                                                                ----------      ---------

</TABLE>
 
             See accompanying notes to consolidated financial statements.

                                        - 1 -
<PAGE>


                           UNIVERSAL OUTDOOR HOLDINGS, INC.

                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (UNAUDITED)
                          (Dollars and shares in thousands)

<TABLE>
<CAPTION>
 
                                                                           For the                                 For the
                                                                     Three Months Ended                       Nine Months Ended
                                                                        September 30,                           September 30,
                                                                   -----------------------               --------------------------

                                                                     1997          1996                     1997            1996
                                                                   ---------     ---------               ----------       ---------
<S>                                                                <C>          <C>                     <C>               <C>
Revenues                                                           $61,434      $  20,942               $  167,611        $50,308
Less agency commissions                                              5,799          2,299                   14,863          5,426
                                                                   ---------     ---------               ----------       ---------
   Net revenues                                                     55,635         18,643                  152,748         44,882
                                                                   ---------     ---------               ----------       ---------
Operating expenses:
    Direct cost of revenues                                         21,685          6,513                   59,789         16,033
    General and administrative
      expenses                                                       4,410          1,724                   13,959          4,810
    Depreciation and amortization                                   15,901          4,532                   42,989          9,207
    Noncash compensation for
      Common Stock Warrants and Options                              1,581            -                      1,581          9,000
                                                                   ---------     ---------               ----------       ---------
                                                                    43,577         12,769                  118,318         39,050
                                                                   ---------     ---------               ----------       ---------
Operating income                                                    12,058          5,874                   34,430          5,832
                                                                   ---------     ---------               ----------       ---------
Other (income) expenses:
    Interest expense                                                11,927          3,823                   32,920         11,936
    Interest expense - amortization
     of deferred financing costs                                       483             56                    1,448            384
    Other                                                               50              4                     (464)         1,677
                                                                   ---------     ---------               ----------       ---------

         Total other expense                                        12,460          3,883                   33,904         13,997
                                                                   ---------     ---------               ----------       ---------

Income (loss) before extraordinary items                              (402)         1,991                      526         (8,165)
                                                                   ---------     ---------               ----------       ---------
Extraordinary loss on early retirement of debt                         -            1,400                        -          1,400
                                                                   ---------     ---------               ----------       ---------
         Net income (loss)                                         $  (402)     $     591               $      526       ($ 9,565)
                                                                   ---------     ---------               ----------       ---------
                                                                   ---------     ---------               ----------       ---------

Income (loss) per common and common equivalent share:
Income (loss) before extraordinary items                          ($  0.01)     $    0.10               $     0.02       ($  0.57)
Extraordinary loss                                                     -             0.07                     -              0.10
                                                                   ---------     ---------               ----------       ---------
Net income (loss)                                                 ($  0.01)     $    0.03               $     0.02       ($  0.67)
                                                                   ---------     ---------               ----------       ---------
                                                                   ---------     ---------               ----------       ---------
Weighted average common and
common equivalent shares outstanding                                26,942         19,297                   26,180         14,432

</TABLE>
 
             See accompanying notes to consolidated financial statements.



                                        - 2 -
<PAGE>


                           UNIVERSAL OUTDOOR HOLDINGS, INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (UNAUDITED)
                                (Dollars in thousands)


                                                       For the Nine Months Ended
                                                             September 30,

                                                            1997       1996
                                                            ----       ----

Cash flows from operating activities:
    Net income (loss)                                  $     526   ($   9,565)
    Depreciation and amortization                         42,989       11,126
    Amortization of deferred financing costs               1,448          384
    Costs related to acquisition                             -          1,750
    Non-cash compensation related to warrants              
      and options                                          1,581        9,000
    Changes in assets and liabilities, net of effects
      from acquisitions:
      Accounts receivable and other receivables          (12,307)      (1,876)
      Prepaid land leases, insurance and other            (3,534)        (678)
      Accounts payable, accrued expense and other         (6,253)       4,782
                                                        ---------   ----------

         Net cash from operating activities               24,450       14,923
                                                        ---------   ----------

Cash flows used in investing activities:
    Capital expenditures                                 (14,024)      (4,313)
    Payments for acquisitions, net of cash acquired     (240,061)    (124,036)
    Other payments                                           -             (2)
    Acquisition costs                                        -            (74)
                                                        ---------   ----------

         Net cash used in investing activities          (254,085)    (128,425)
                                                        ---------   ----------

Cash flows from (used in) financing activities:
    Net borrowings under credit agreements               155,400        2,822
    Proceeds from equity offering                         73,225       92,435
    Proceeds from issuance of long term debt                 -         75,000
    Long-term debt repayments                             (1,164)     (55,926)
    Deferred financing costs                              (1,150)       -
                                                        ---------   ----------

         Net cash from financing activities              226,311      114,331
                                                        ---------   ----------

Net increase (decrease) in cash and equivalents           (3,324)         829

Cash and equivalents, at beginning of period              21,086           19
                                                        ---------   ----------
Cash and equivalents, at end of period                 $  17,762    $     848
                                                        ---------   ----------
                                                        ---------   ----------

Supplemental cash flow information:
    Interest paid during the period                    $  23,727    $  12,135
                                                        ---------   ----------
                                                        ---------   ----------

             See accompanying notes to consolidated financial statements.



                                        - 3 -
<PAGE>


                           UNIVERSAL OUTDOOR HOLDINGS, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (Dollars in thousands)



NOTE 1 - BASIS OF PRESENTATION OF UNAUDITED FINANCIAL STATEMENTS:

The interim financial statements contained herein have been prepared by
management and are unaudited.  The financial statements should be read in
conjunction with the financial statements and the notes thereto included in the
Annual Report on Form 10-K of Universal Outdoor Holdings, Inc. (the "Company")
for the year ended December 31, 1996.

In the opinion of management, the accompanying unaudited financial statements
contain all adjustments, which were of a normal recurring nature, necessary to
present fairly the financial position of the Company as of September 30, 1997,
and the results of its operations and its cash flows for the periods presented
herein.

NOTE 2 - CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT):

<TABLE>
<CAPTION>
 
                                                       Common Stock                                    Total
                                                      and Additional                                Stockholders'
                                           Shares of     Paid In                      Accumulated      Equity
                                         Common Stock    Capital        Warrants        Deficit       (Deficit)
                                         ------------   ---------       --------       ---------      ---------

<S>                                      <C>            <C>            <C>            <C>            <C>
Balance at December 31, 1996               23,993       $295,401       $  9,967       ($78,280)      $227,088
Issuance of common stock shares             2,229         73,589           -              -            73,589
Costs associated with offerings              -              (364)          -              -              (364)
Non-cash compensation for common
    stock options                            -              -             1,581           -             1,581
Exercise of warrants                          493          1,417         (1,417)          -              -
Net income for the nine months
    ended September 30, 1997                 -              -              -               526            526
                                           ------      ---------       --------       ---------      --------

Balance at September 30, 1997              26,715      $ 370,043       $ 10,131       ($77,754)      $302,420
                                           ------      ---------       --------       ---------      --------
                                           ------      ---------       --------       ---------      --------

</TABLE>
 

NOTE 3 - ACQUISITIONS:

In January 1997, the Company acquired a total of approximately 2,018 advertising
display faces located in and around Memphis, Tennessee.  The purchase price was
approximately $71 million plus 100,000 shares of common stock of the Company
issued on January 2, 1997 at market value.


                                        - 4 -
<PAGE>


In January 1997, the Company acquired a total of approximately 1,035 advertising
display faces located in three markets in the east coast of the United States,
including Metro New York, Northern New Jersey and Hudson Valley, for
approximately $40 million in cash.

In February 1997, the Company acquired a total of approximately 135 advertising
display faces located in and around Evansville, Indiana for approximately $5.5
million in cash.  The Company also acquired 12 existing advertising display
faces and 35 in process display faces in New Jersey for approximately $5.3
million in cash.

In March 1997, the Company acquired a total of approximately 600 transit
advertising panels in and around Memphis, Tennessee for approximately $8.5
million in cash.

In March 1997, the Company acquired $600,000 of outdoor advertising properties
in Florida in exchange for 20,000 shares of the Company's stock.

In June 1997, the Company acquired approximately 1,450 advertising display faces
in the Baltimore metropolitan area for $46.5 million in cash.

In July 1997, the Company acquired 143 display faces in and around Memphis,
Tennessee for $2.4 million in cash.  Also in July, the Company acquired 90
advertising display faces in and around New York, New York for approximately
$51.0 million in cash.

In September 1997, the Company acquired 325 display faces in and around
Chattanooga, Tennessee for approximately $2.4 million in cash.

All completed acquisitions have been accounted for under the purchase method of
accounting and accordingly, the operating results of the acquired businesses are
included in the Company's consolidated financial statements from the respective
dates of acquisition.

The following unaudited pro forma financial information includes the results of
operations of the 1996 and 1997 acquisitions, as noted in the Form 10-K and the
notes included herein, as if the transactions had been consummated as of the
beginning of the period presented after including the impact of certain
adjustments such as depreciation of advertising structures, amortization of
goodwill and other intangibles, reduction of corporate expenses relating to the
elimination of certain duplicate corporate expenses, principally relating to
employee costs and other corporate activities and interest expense on debt
assumed to have been incurred to complete the transactions.


                                       For the Nine Months Ended
                                          1996           1997
                                        Pro Forma      Pro Forma
                                        ---------      ---------
                                       (unaudited)    (unaudited)

Net revenues                             $144,637       $156,038
Depreciation and amortization              43,525         44,842
Operating income                           27,131         35,848
Interest expense                           39,546         36,344
Net income (loss) before income taxes   ($ 12,415)      ($   496)

Net income (loss) per share             ($    .47)      ($   .02)


                                        - 5 -
<PAGE>

These unaudited pro forma results are not necessarily indicative of what
actually would have occurred if the acquisitions had been in effect for the
entire periods presented and are not intended to project future results.

NOTE 4 -  COMMITMENTS AND CONTINGENCIES:

The Company, as the successor to Outdoor Advertising Holdings, Inc. and POA
Acquisition Company ("POA"), was a defendant in a case in the United States
District Court, Middle District of Florida.  The plaintiffs alleged that POA,
among others, conspired to restrain trade and to monopolize the market for
leases for land on which outdoor advertising structures can be erected. The case
was settled in 1997 with no significant adverse financial effect.

The Company is subject to various other claims and routine litigation arising in
the ordinary course of business.  Based on the advice of counsel, management
does not believe that the result of such other claims and litigation,
individually or in the aggregate, will have a material effect on the Company's
business or its results of operations, cash flows or financial position.

NOTE 5 - INCOME TAXES:

In arriving at a determination not to provide for income taxes, the Company
considered its past operating history as well as the anticipated effect of
acquisitions on its expected full year results, statutory restrictions on the
use of operating losses from acquisitions, available tax planning strategies and
its expectation of the level of timing of future taxable income.

NOTE 6 - 1997 EQUITY INCENTIVE PLAN:

In June 1997, the Company filed a Registration Statement on Form S-8 to register
500,000 shares of the Company's Common Stock to be issued under the Company's
Equity Incentive Plan.

In addition, 44,000 additional options for shares of Common Stock have been
granted and are exercisable at $.01 per share.  All options are fully vested and
expire on December 31, 2004.  At November 7, 1997, no options have been
exercised under this Stock Option Agreement.

The fair market value of the warrants on the date of grant were estimated using
the Black-Scholes option pricing model with the following assumptions:


                                        - 6 -
<PAGE>

              Risk free interest rate                    5.59%
              Expected lives                            1 year
              Volatility                               58.5195%
              Dividend yield                            0


In accordance with the Company's adoption of FAS 123, the weighted average fair
value of options issued of $1.6 million was recognized as compensation expense
on the date of grant.

During the third quarter of 1997, 493,052 warrants were exercised.

NOTE 7 - COMMON STOCK OFFERING:

On August 15, 1997 the Company completed an offering of 5,912,500 shares of
Common Stock of which 2,109,105 were primary shares and 3,803,395 were secondary
shares (the "August Offering").  Proceeds to the Company from the August
Offering totaled approximately $70.7 million.  All of the proceeds were used to
reduce outstanding indebtedness.

NOTE 8 - SUBSEQUENT EVENTS:

In October 1997, the Company acquired 25 display faces in and around the New
York metropolitan area for $15.8 million in cash.  Also in October 1997, the
Company acquired 178 display faces in the Tampa, Florida area for $4.5 million
in cash and 85 display faces in the Chicago, IL area for $4.0 million in cash.

In October 1997, the Company announced an agreement to merge with Clear Channel
Communications, Inc., a San Antonio based diversified media company.

In October 1997, 93,300 options for shares of common stock were issued at 
an exercise price of $35 per share, the fair value on the date of grant, 
under the Equity Incentive Plan. These shares vest ratably over a three year 
period.





                                        - 7 -
<PAGE>


Item 2.   Management's Discussion and Analyses of Financial Condition and
Results of Operations.

RESULTS OF OPERATIONS

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996

    Universal Outdoor Holdings, Inc. (the "Company") conducts its business
operations through its wholly-owned subsidiary, Universal Outdoor, Inc. ("UOI")
and UOI's subsidiaries. Unless otherwise indicated, references to the Company in
the following discussion refer to the consolidated operations of the Company.

    This quarterly report contains forward-looking statements that involve
risks and uncertainties.  When used in this quarterly report, the words
"anticipate," "believe," "estimate," "expect" and similar expressions as they
relate to the Company and its management are intended to identify such
forward-looking statements.  The Company's actual results, performance, or
achievements could differ materially from the results expressed in, or implied
by, such forward-looking statements.  Factors that could effect such results,
performance or achievement are set forth in "Risk Factors" in Amendment No. 1 in
the Company's Registration Statement on Form S-3 (File No. 333-32607).

    Net revenues increased 240.1% to $152.7 million during the first nine 
months of 1997 compared to $44.9 million in the corresponding 1996 period.  
This increase was a result of inclusion of approximately $6.9 million of 
revenues from the first three months of 1997 from the Minneapolis (MN) and 
Jacksonville (FL) markets (the "Naegele Markets") which were acquired from 
NOA Holding Company ("Naegele") in April 1996 (the "Naegele Acquisition").  
Additionally, $38.5 million is attributable to markets acquired from Outdoor 
Advertising Holdings, Inc. in October of 1996 (the "POA Acquisition"), and 
$43.1 million is attributable to markets acquired from Revere Holding Corp. 
in December 1996 (the "Revere Acquisition"), Matthew Outdoor Advertising 
Acquisition Co., L.P. in January 1997 (the "Matthew Acquisition"), Lamar 
Advertising Company in June 1997 (the "Penn Acquisition"), and Allied Outdoor 
Advertising, Inc. in July 1997 (the "Allied Acquisition").  Revenues from 
markets located in and around Memphis (TN) and Tunica County (MS) which were 
acquired by the Company in January 1997 (the "Memphis/Tunica Acquisition") 
and the markets in and around Memphis (TN) which were acquired in July 1997 
(the "Swaney Acquisition") contributed $12.6 million. The remaining $6.7 
million or 14.9% increase in net revenues was a result of higher advertising 
rates and occupancy levels on the Company's signboards and inclusion for the 
full nine months of signboard revenues from advertising display faces in the 
Des Moines (IA) and Dallas (TX) markets which were acquired in 1996 (the 
"Additional Acquisitions").  Overall net revenues from tobacco advertising 
increased to $16.7 million in the first nine months of 1997 compared to $5.3 
million in the 1996 period.  This increase was due mainly to the inclusion of 
tobacco revenues from the acquired markets.  As a percentage of net revenues, 
tobacco advertising sales decreased to 10.9% in the first nine months of 1997 
compared to 11.8% in the

<PAGE>


1996 period.  On a proforma basis, net revenues increased primarily due to
higher rates and occupancy levels.

    The tobacco industry has recently engaged in negotiations to settle
litigation against such industry.  The tobacco companies have reached a proposed
settlement that, upon approval of Congress, will become final and binding.  Such
proposed settlement would require a total ban of tobacco advertising on outdoor
billboards and signs.  Any such ban may have a material adverse effect on the
Company's revenues at least in the immediate period following the imposition of
such ban while alternate sources of advertising are secured.  There can be no
assurance that the Company will immediately replace such advertising revenue
currently attributed to the tobacco industry in the event of a total ban of
tobacco advertising on outdoor billboards and signs.  Furthermore, even in the
event the advertising ban does not take place, state and local governments,
including state and local governments in areas where the Company does business,
have recently proposed and some have enacted regulations restricting or banning
outdoor advertising of tobacco in certain jurisdictions.

    Direct cost of revenues increased to $59.8 million in the first nine months
of 1997 compared to $16.0 million in the 1996 period.  The Naegele Markets and
the POA Acquisition accounted for $6.3 million and $12.6 of  the increase,
respectively.  The Revere Acquisition, the Matthew Acquisition, the Penn
Acquisition, the Memphis/Tunica Acquisition, and the Swaney Acquisition
accounted for $24.2 million.  As a percentage of net revenues, direct cost of
revenues increased to 39.2% in the first nine months of 1997 compared to 35.6%
in the 1996 period.

    General and administrative expenses increased to $14.0 million in the first
nine months of 1997 from $4.8 million in the 1996 period.  As a percentage of
net revenues, general and administrative expenses decreased to 9.2% in the first
nine months of 1997 compared to 10.7% in the 1996 period.  This percentage
decrease was due to the addition of the new markets' revenues without a
significant increase in staffing or other corporate overhead expenses.

    Depreciation and amortization expense increased to $43.0 million in the
first nine months of 1997 compared to $9.2 million in the 1996 period.  This
increase was due to significant increases in the fixed assets and goodwill as a
result of the acquisitions.

    Non cash compensation related to common stock warrants and options
consisted of a $1.6 million charge arising from the issuance of common stock
options in July 1997 and a $9.0 million charge from the issuance of common stock
warrants in April 1996.

    Total interest expense increased to $34.4 million in the first nine months
of 1997 compared to $12.3 million in the 1996 period.  The increase resulted
from increased debt outstanding under the Company's revolving credit facility
which was incurred to finance the Revere, Matthew, Memphis/Tunica, Penn and
Allied Acquisitions and from the issuance by UOI of $225 million 9 3/4% Senior
Subordinated Notes due 2006 in October 1996 and $100 million 9 3/4% Series B
Subordinated Notes due 2006 in December 1996.


<PAGE>


    Other expenses in 1996 included a $1.8 million charge for expenses arising
out of the Naegele Acquisition.

    The foregoing factors contributed to the Company's $0.5 million net income
in the first nine months of 1997 compared to a loss of  $9.6 million in the 1996
period.

COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996

    Net revenues increased 198.9% to $55.6 million during the three months 
ended September 1997 compared to $18.6 million in the corresponding 1996 
period. This increase was a result of inclusion of approximately $13.5 
million attributable to markets acquired from the POA Acquisition and $18.5 
million is attributable to markets acquired from the Revere Acquisition, the 
Matthew Acquisition, the Penn Acquisition, and the Allied Acquisition.  
Revenues from the Memphis/Tunica and the Swaney Acquisitions contributed $4.1 
million.  The remaining $0.9 million or 4.8% increase in net revenues was a 
result of higher advertising rates and occupancy levels on the Company's 
signboards.  Overall net revenues from tobacco advertising increased to $6.4 
million in the three months ended September 1997 compared to $1.9 million in 
the 1996 period.  This increase was due mainly to the inclusion of tobacco 
revenues from the acquired markets.  As a percentage of net revenues, tobacco 
advertising sales increased to 11.5% in the three months ended September 1997 
compared to 10.2% in the 1996 period.

    Direct cost of revenues increased to $21.7 million in the three months
ended September 1997 compared to $6.5 million in the 1996 period.  The POA
Acquisition accounted for $4.4 million of the increase.  The Revere Acquisition,
the Matthew Acquisition, the Penn Acquisition, the Allied Acquisition and the
Memphis/Tunica Acquisition accounted for $9.3 million. As  a percentage of net
revenues, direct cost of revenues increased to 39.0% in the three months ended
September 1997 compared to 34.9% in the 1996 period.

    General and administrative expenses increased to $4.4 million in the three
months ended September 1997 from $1.7 million in the 1996 period.  As a
percentage of net revenues, general and administrative expenses decreased to
7.9% in the three months ended September 1997 compared to 9.1% in the 1996
period.  This percentage decrease was due to the addition of the new markets'
revenues without a significant increase in staffing or other corporate overhead
expenses.

    Non cash compensation related to common stock warrants and options
consisted of a $1.6 million charge arising from the issuance of common stock
options in July 1997.

    Depreciation and amortization expense increased to $15.9 million in the
three months ended September 1997 compared to $4.5 million in the 1996 period.
This increase was due to significant increases in the fixed assets and goodwill
as a result of the acquisitions.

<PAGE>

    Total interest expense increased to $12.4 million in the three months ended
September 1997 compared to $3.9 million in the 1996 period.  The increase
resulted from increased debt outstanding under the Company's revolving credit
facility which was incurred to finance the Revere, Matthew, Memphis/Tunica, Penn
and Allied Acquisitions and from the issuance by UOI of $225 million 9 3/4%
Senior Subordinated Notes due 2006 in October 1996 and $100 million 9 3/4%
Series B Subordinated Notes due 2006 in December 1996.

    The foregoing factors contributed to the Company's $0.4 million net loss in
the three months ended September 1997 compared to net income of $0.6 million in
the 1996 period.

LIQUIDITY AND CAPITAL RESOURCES

     In January 1997, the Company consummated the Memphis/Tunica Acquisition and
as a result acquired 2,018 advertising display faces located in and around
Memphis (TN) and Tunica County (MS) for a purchase price of approximately $71
million plus 100,000 shares of common stock of the Company issued on January 2,
1997 at market value.  Additionally, in January 1997, the Company consummated
the Matthew Acquisition and as a result acquired approximately 1,035 advertising
display faces located in and around Metro New York, Northern New Jersey and
Hudson Valley for a purchase price of approximately $40 million in cash.

      In February 1997, the Company acquired certain assets of (i) Adcraft, 
Inc. (the "Evansville Acquisition") for approximately $5.5 million in cash 
and (ii) David Klein Outdoor Advertising (the "New Jersey Acquisition," and 
together with the Evansville Acquisition, the "February Acquisitions") for 
approximately $5.3 million in cash.  As a result of the February 
Acquisitions, the Company acquired approximately 135 advertising display 
faces located in and around Evansville, Indiana and approximately 12 existing 
advertising display faces and 35 in process display faces in New Jersey.

     In March 1997, the Company acquired certain assets of TransAd, Inc. (the
"TransAd Acquisition") for approximately $8.5 million in cash.  As a result of
the TransAd Acquisition the Company acquired approximately 600 transit
advertising panels in and around Memphis, Tennessee.

    In June 1997, the Company acquired the stock of Penn Advertising of
Baltimore from Lamar Advertising, for approximately $46.5 million in cash.  As a
result of the Penn Acquisition, the Company acquired approximately 1,450
advertising display faces located in Baltimore, Maryland.

    In July 1997, the Company acquired the assets of Swaney Outdoor
Advertising, LLC for approximately $2.4 million in cash.  As a result of the
Swaney Acquisition, the Company acquired approximately 143 advertising display
faces in and around Memphis, Tennessee.

    In July 1997, the Company acquired the outdoor advertising assets of Allied
Outdoor Advertising, Inc. for approximately $51.0 million in cash.  As a result
of the Allied Acquisition,

<PAGE>

the Company acquired approximately 90 outdoor advertising display faces in and
around New York, New York.

    In September 1997, the Company acquired the stock of Visual Consultants
Inc. and its subsidiary Visual Outdoor Advertising, Inc. (the "Visual
Acquisition") for approximately $2.4 million in cash.  As a result of the Visual
Acquisition, the Company acquired approximately 325 advertising display faces in
and around Chattanooga, Tennessee.

    In May 1997, UOI increased the total commitment of its revolving credit
facility to $300 million by adding a $75 million term loan which was drawn by
the Company in order to pay down outstanding amounts owed by the Company under
its revolving credit facility.  At September 30, 1997 the Company's credit
facility had approximately $175.4 million outstanding.

    In August 1997, the Company completed an offering of 5,912,500 shares of
common stock of which 2,109,105 were primary shares and 3,803,395 were secondary
shares (the "August Offering").  Proceeds to the Company from the August
Offering totaled approximately $70.7 million.  All of the proceeds were used to
reduce outstanding indebtedness.

    Net cash provided by operating activities increased to $24.5 million for
the nine months ended September 30, 1997 from $14.9 million for the 1996 period.
Net cash provided by operating activities reflects the Company's net income
adjusted for non-cash items and the use or source of cash for the net change in
working capital.

    The Company's net cash used in investing activities of $254.1 million for
the nine months ended September 30, 1997 includes cash used for acquisitions of
$240.1 million and other capital expenditures of $14.0 million.  Capital
expenditures have been made primarily to develop new structures in each of the
markets.  The Company intends to continue to develop new structures in its
markets and to consider potential acquisitions in the Midwest, Midsouth, Florida
and East regions and contiguous markets.  Management believes that its
internally generated funds, together with available borrowings under its credit
facility, will be sufficient to satisfy its cash requirements, including
anticipated capital expenditures, for the foreseeable future.  However, in the
event cash from operations, together with available funds under the Company's
credit facility are insufficient to satisfy its cash requirements, the Company
may obtain funds from additional sources of indebtedness and/or equity offerings
to finance its operations including, without limitation, additional
acquisitions.

    For the nine months ended September 30, 1997, $226.3 million was provided
by financing activities primarily due to the offering of common stock and
increased borrowings under the Company's credit facilities.  For the 1996
period, $114.3 million was provided by financing activities primarily due to the
offering of common stock and increased borrowings under the Company's credit
facilities.

<PAGE>

NEW ACCOUNTING PRONOUNCEMENTS

    The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards (SFAS) No. 128, EARNINGS PER SHARE, which
established a new accounting principal for the calculation of earnings per
share.  This SFAS is effective for accounting periods ending after December 15,
1997.  The Company has reviewed the effects of the provisions of the standard
and determined that the net loss per share for the three and nine month periods
ended September 30, 1996 would not be affected.  However, basic net income per
common share for the three and nine month periods ended September 30, 1997 would
have been ($0.02) and $0.02 respectively.  Diluted earnings per common share for
the three and nine month periods ending September 30, 1997 would have been the
same as the amounts shown on the statements of operations.

    The FASB has issued SFAS No. 130, REPORTING COMPREHENSIVE INCOME, which
will require the Company to disclose, in financial statement format, all
non-owner changes in equity. SFAS No. 130 is effective for fiscal years
beginning after December 15, 1997.  Adoption of this standard is not expected to
have a material impact on disclosures in the Company's financial statements.

    The FASB has issued SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISE AND RELATED INFORMATION, which established a new accounting principle
for reporting information about operating segments in annual financial
statements and interim financial reports.  It also established standards for
related disclosures about products and services, geographic areas and major
customers.  SFAS No. 131 is effective for fiscal years beginning after December
15, 1997. The Company is currently evaluating the applicability of this
standard.  However, the Company does not expect a material impact on disclosures
in the Company's financial statements.

<PAGE>

PART II  OTHER INFORMATION
-------  -----------------

ITEM 1.  LEGAL PROCEEDINGS.

    Note 4 to the financial statements of Universal Outdoor Holdings, Inc. (the
"Company") included in Part I of this report is hereby incorporated by
reference.

ITEM 2.  CHANGES IN SECURITIES.

    On June 30, 1997, the Company issued to Dennis O'Brien an option to
purchase 44,000 shares of the Company's common stock at $.01 per share in
consideration of  services rendered by Mr. O'Brien to the Company with respect
to the development of plans for additional out-of-home advertising products and
locations.  The option is exercisable in whole or in part at any time prior to
December 31, 2004.  The transaction was exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act") pursuant to Section
4(2) of the Securities Act.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS.

NUMBER                                 DESCRIPTION
------                                 -----------

2   Agreement and Plan of Merger Among Clear Channel Communications, Inc., UH
    Merger Sub, Inc. and Universal Outdoor Holdings, Inc., dated October 23,
    1997 (filed as Exhibit 2 to the Company's Current Report on Form 8-K dated
    October 30, 1997 (Commission File No. 000-20823) and incorporated herein by
    reference)
3.1 Third Amended and Restated Articles of Incorporation of the Registrant
    (incorporated herein by reference to Exhibit 3.1 of the Company's
    Registration Statement on Form S-1 (File No. 333-12457) (the "Registration
    Statement"))
3.2 Second Amended and Restated By-Laws of the Registrant (incorporated herein
    by reference to Exhibit 3.2 of the Registration Statement)
27  Financial Data Schedule
--------------------------------------------------------------------------------

(b) REPORTS ON FORM 8-K - The Registrant filed the following report on Form 8-K
    during the quarter ended September 30, 1997:

    Form 8-K, filed July 31, 1997, containing certain of the Company's
historical financial statements and related pro forma financial statements.


                                        - 2 -
<PAGE>

                                      SIGNATURE


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


                                  /s/ Brian T. Clingen
                                  ------------------------------
                                  Brian T. Clingen
                                  Vice President and Chief Financial Officer


                                  /s/ Paul G. Simon
                                  ------------------------------
                                  Paul G. Simon
                                  Vice President, Secretary and General Counsel


November 7, 1997









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