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

                             Amendment Number 1 to
                                    FORM 10-K

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

                  For the fiscal year ended: November 30, 2000
                                             -----------------
                                       or
[    ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                   For the transition period______from______to

                        Commission file Number: 000-21623
                                                ---------

                             OBIE MEDIA CORPORATION

                  Oregon                                        93-0966515
         (State of incorporation)                           (I.R.S. Employer
                                                             Identification No.)

                   4211 West 11th Avenue, Eugene, Oregon 97402
                    (Address of principal executive offices)

                    Issuer's telephone number: (541) 686-8400

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, without par value
                                (Title of class)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 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
            -----

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B contained in this Form 10-KSB, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]
                                       ---
         State issuer's revenues for its most recent fiscal year:  $51,325,798

         State  the  aggregate   market  value  of  the  voting  stock  held  by
nonaffiliates computed by reference to the price at which the stock was sold, or
the average bid and asked prices of such stock, as of a specified date within 60
days prior to the date of filing:  $19,987,225 aggregate  market value as of
December 31, 2000 based on the price at which the stock was sold.

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common equity, as of the latest practicable date: 5,896,232 shares of
Common Stock, without par value, on February 15, 2001.

                       DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Form 10-K incorporates information from the issuer's definitive
proxy  statement for the annual meeting of  shareholders to be held on April 27,
2001.
<PAGE>
                                TABLE OF CONTENTS




Part I

Item 1.  Description of Business............................................. 3
Item 2.  Description of Properties........................................... 11
Item 3.  Legal Proceedings .................................................. 11
Item 4.  Submission of Matters to a Vote of Shareholders..................... 12


Part II

Item 5.  Market for Registrant's Common Stock and Related Shareholder Matters 12
Item 6.  Selected Financial Data............................................. 13
Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations........................................... 14
Item 8.  Financial Statements and Supplementary Data......................... 20
Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosures........................................... 20


Part III

Item 10. Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act................... 20
Item 11. Executive Compensation.............................................. 20
Item 12. Security Ownership of Certain Beneficial Owners and Management...... 20
Item 13. Certain Relationships and Related Transactions...................... 20

Part IV.

Item 14. Exhibits and Reports on Form 8-K.................................... 21
Signatures .................................................................. 22
Financial Statements........................................................ F-1
<PAGE>
FORM 10-K

This Annual Report includes  certain  forward-looking  statements that involve a
number of risks and  uncertainties.  The Company's  actual  results could differ
materially  from the  forward-looking  statements.  Factors  that could cause or
contribute to such differences  include: a decline in the demand for advertising
in the areas  where the  Company  conducts  its  business;  a  deterioration  of
business conditions  generally in such areas; slower than expected acceptance of
the  Company's  innovative  display  products;  competitive  factors,  including
increased  competition  and price  pressures;  changes  in  regulatory  or other
external  factors;  failure to  successfully  conclude  negotiations  on pending
transactions or to successfully  assimilate  expanded  operations,  inability to
generate advertising revenues to meet contractual  guarantees,  and cancellation
or  interruption  of  contracts  with  governmental  agencies,  as well as those
factors  listed from time to time in the Company's SEC reports,  including,  but
not limited to, the factors  discussed in Exhibit 99.1 filed in connection  with
this Annual  Report.  Readers are cautioned  not to place undue  reliance on the
Company's  forward-looking  statements,  which speak only as of the date of this
Annual Report. The Company does not update its forward-looking statements.

Unless otherwise indicated,  the information contained in this Annual Report has
been restated to give  retroactive  effect to 11-for-10 stock splits declared in
October 1997,  November  1998 and November  1999.  Unless the context  otherwise
requires, references in this Annual Report to "Obie Media," the "Company," "we,"
"us" or  "our"  are to Obie  Media  Corporation  and its  subsidiaries.  We have
derived some  information  in this Annual  Report from  government  and industry
sources.  Although  we  believe  this  information  is  reliable,  we  have  not
independently verified it.





























                                       2
<PAGE>
PART I
------

ITEM 1.  DESCRIPTION OF BUSINESS

Company Overview

Obie Media  Corporation  is an  out-of-home  advertising  company  which markets
advertising space primarily on transit vehicles and outdoor advertising displays
(billboards  and  wallscapes).  As of  November  30,  2000,  the  Company had 39
exclusive  agreements with transit  districts in the United States and Canada to
operate  transit  advertising  displays.  The  markets  in which  these  transit
districts  are located  include  eight of the 30 largest  U.S.  markets--Dallas;
Portland,  Oregon; Cleveland;  Sacramento;  Hartford; Ft. Lauderdale; St. Louis;
and  Cincinnati--and  the third  largest  Canadian  market,  Vancouver,  British
Columbia. Since our initial public offering ("IPO") in November 1996, the number
of vehicles on which we have the right to operate transit  advertising  displays
has  increased  from  approximately  1,200 to over  10,500.  We also operate and
generally own over 1,200 advertising  displays on billboards and walls primarily
in Washington,  Oregon, California,  Montana, Wyoming and Idaho. The Company was
formed  in  1987  as  a  subsidiary  of  Obie  Industries   Incorporated  ("Obie
Industries"),  a family-owned  outdoor advertising  business.  To facilitate its
IPO, the Company was separated from Obie Industries in November 1996.

In September  1998, we acquired P & C Media ("P & C"), which had operated in the
out-of-home advertising industry for over 50 years. P & C had 19 agreements with
transit  districts,  including  districts  located  in  Hartford  and  Stamford,
Connecticut;  Fort  Lauderdale  and West Palm  Beach,  Florida;  Cincinnati  and
Cleveland, Ohio; Richmond, Virginia; and Milwaukee, Wisconsin.

In August 1999, we completed the offering of an additional  1,100,000  shares of
common stock to the public. The net proceeds of the offering, approximately $9.7
million,  were  used  to  reduce  debt,  including  the  debt  incurred  in  our
acquisition of P & C.


Industry Overview

The out-of-home  advertising industry includes displays on buses, trains, taxis,
subways,  transit  benches  and  shelters,   billboards,   wallscapes  on  urban
buildings,  and displays in shopping centers, malls, airports,  stadiums,  movie
theaters and supermarkets. The industry has grown significantly in recent years.
According to estimates of the Outdoor  Advertising  Association  of America (the
"OAAA"),  between 1993 and 1999,  annual  revenues  generated by the out-of-home
advertising  industry  increased  68.1% to $4.96  billion  from  $2.95  billion,
representing a compound annual growth rate of approximately 8.5%.

The out-of-home  medium offers several  advantages to  advertisers.  As compared
with television,  newspapers,  magazines and direct mail marketing,  out-of-home
advertising   offers   repetitive   consumer   impacts  at  a   relatively   low
cost-per-thousand-impressions,  a commonly used advertising measurement. Because
of its cost-effective nature, out-of-home advertising is a good vehicle to build
mass-market  support.  Out-of-home  advertising  can  also be used to  target  a
defined  audience  in a specific  location.  This  allows  local  businesses  to
concentrate on a particular geographic area or demographic group.  Additionally,
increases in  automobile  travel times due to highway  congestion  and continued
migration  of  businesses  and  residences  from cities to outlying  suburbs has
increased consumer exposure to out-of-home advertising.

As of 1999,  the OAAA estimated that there were  approximately  560,000  outdoor
advertising displays in the United States, operated by more than 500 companies.

Transit  advertising   represents  a  significant  portion  of  the  out-of-home
advertising   industry.   According  to   estimates   of  the  Federal   Transit
Administration,  in 1997, there were  approximately 331 transit districts in the
United States  operating over 40,000  transit buses.  The Canadian Urban Transit
Association  estimated that approximately  11,548

                                       3
<PAGE>
urban transit vehicles were in use in Canada in 1999. Transit districts range in
size from very large  districts  with  thousands of vehicles to small  districts
with 10 or fewer vehicles.  Advertising  displays represent a significant source
of revenue to transit districts.

Agreements  with transit  districts are awarded  through a competitive  proposal
process.  Each  transit  district  evaluates  proposals  based  on a  number  of
criteria,  but  primarily  on the basis of the  minimum  amount  that the bidder
guarantees to pay to the district.  A transit agreement  typically  requires the
transit  advertising  operator  to  guarantee  to pay the transit  district  the
greater of a minimum  stated  amount or a percentage  (usually  over 50%) of the
advertising revenues generated by the operator's use of the district's vehicles.

The out-of-home  advertising  industry  includes  several large  advertising and
media companies with operations in multiple markets. It also includes many small
and local companies  operating a limited number of displays in a single or a few
local  markets.  There  has been,  and we  expect  there  will  continue  to be,
consolidation in the out-of-home advertising industry.

Obie Media Strategy

Obie Media's overall business  strategy is to expand upon our national  presence
to become a leader in the out-of-home  advertising industry.  Our strategy is to
increase our  revenues and improve our  profitability  by  delivering  to local,
regional and national  advertisers  efficient access to one or multiple markets.
The following are components of our strategy:


o    Develop  Regional  Operating  Centers ( "Hubs "). We seek to  increase  our
     revenues,  profitability and operating efficiencies through our development
     and use of regional operating centers, or hubs. In developing hubs, we seek
     to  establish  an initial  base of  operations  in a  geographic  region by
     obtaining  exclusive  agreements  with  one  or  more  significant  transit
     districts.  We then seek to expand  our  market  presence  by  bidding  for
     contracts  with other transit  districts in the region and by expanding the
     range of non-transit  products and services we offer there.  We believe our
     hub strategy  results in revenue  growth and cost savings by enabling us to
     efficiently   provide   sales  and   administrative   services  to  several
     intra-regional markets from one strategically located operating base.

o    Obtain  Additional  Transit  Advertising  Agreements.  We believe  that, by
     obtaining additional transit advertising  agreements,  we will increase our
     operating efficiencies and geographic diversity and create additional bases
     from which to  achieve  further  market  penetration.  We expect  increased
     revenue and profitability  from the additional  transit agreements to occur
     over time as we implement our direct sales and product strategies.

o    Maintain  a Large,  Proactive  Sales  Force.  We  believe  that our  large,
     proactive  sales force that sells directly to local  advertisers  and, more
     traditionally,  to  advertising  agencies,  enables us to increase  display
     occupancy  levels and maximize our advertising  rates. We believe our ratio
     of sales  personnel  to  display  inventory  is  higher  than the  industry
     average.  We devote significant  resources to recruit and train individuals
     who  will  excel  in our  culture.  The  sales  force  is  motivated  by an
     incentive-based   compensation  program  and  supported  by  a  network  of
     experienced  local  managers  who  operate  under a  centrally  coordinated
     marketing  plan. We believe the size,  quality and  motivation of our sales
     force provide us a competitive advantage.

o    Increase  Revenues From  Existing  Display  Space.  We seek to increase the
     revenue potential of our available transit and outdoor  advertising display
     inventory  by offering  innovative  transit  products  and  increasing  the
     percentage  of time our  display  space  is  occupied.  Innovative  transit
     products we offer include vinyl  displays that are  physically  larger than
     traditional  transit  advertisements.  These vinyl displays offer customers
     greater impact while providing us more revenue from a given transit display
     space. We seek to sell  advertising on our transit and outdoor  displays by
     means of extended  contracts,  which enable us to fill  display  space that
     would normally be vacant between traditional advertising campaigns.

                                       4
<PAGE>
o    Selectively  Pursue  Acquisition  Opportunities.  We continuously  evaluate
     opportunities  to enter new markets and  increase  our presence in existing
     markets  through  the  selective  acquisition  of  out-of-home  advertising
     companies or assets. We intend to continue to focus our acquisition efforts
     on expanding  around our existing hubs and  developing  new hubs in regions
     where attractive growth and consolidation opportunities exist.

o    Increase  Inventory of Outdoor  Displays.  We expect to increase our market
     penetration by acquiring or building additional outdoor displays in new and
     existing markets.  We believe that the resulting increase in inventory will
     provide advertisers a greater variety of display  alternatives and leverage
     our existing sales design and production capabilities.

o    Expand Obie Media's National Sales Effort.  To more effectively  coordinate
     and  expand  our  sales  efforts  to  national   advertisers  and  national
     advertising agencies,  Obie Media has established national sales offices in
     Los Angeles,  Chicago and New York City. We believe that our further growth
     and  expansion  into new markets  will  continue to increase  our  national
     sales. The Company intends to open additional national sales offices in San
     Francisco, Dallas and St. Louis during 2001.

o    Attract New Advertisers  Through Direct Local Sales. By selling directly to
     local businesses not represented by advertising agencies, we seek to obtain
     a larger share of the overall  advertising  expenditures in our markets and
     broaden  our  customer  base  for  out-of-home  advertising.   We  dedicate
     substantial resources to directly target local businesses whose advertising
     expenditures  may  not  typically  include   out-of-home   advertising  and
     introduce them to the benefits of the medium. We offer comprehensive sales,
     marketing  and creative  services  that make it easier for these  potential
     customers to purchase out-of-home advertising.

Products and Markets

Obie Media offers advertisers a wide range of out-of-home  advertising products,
including transit advertising and outdoor advertising displays.  Our product mix
provides advertisers with significant  flexibility in their advertising programs
and  allows us to  cross-sell  multiple  products  and  leverage  our design and
production capabilities.  We have also benefited from improvements in production
technology, including the use of computerized design, vinyl advertising copy and
improved  lighting  techniques.  These  improvements  have  facilitated  a  more
dynamic, colorful and creative use of the out-of-home medium.

Transit  Advertising.  As of November  30,  2000,  the Company had 39  exclusive
agreements  with transit  districts  in the United  States and Canada to operate
transit  advertising  displays on over 8,000  transit  vehicles.  The markets in
which these transit  districts are located  include eight of the 30 largest U.S.
markets--Dallas;  Portland, Oregon; Cleveland; St. Louis; Sacramento;  Hartford;
Ft.  Lauderdale;   and  Cincinnati--and   the  third-largest   Canadian  market,
Vancouver, British Columbia.

Pursuant  to our transit  advertising  agreements,  Obie Media is the  exclusive
seller  of  exterior  advertising  on  the  transit  vehicles  operated  by  the
contracting transit districts.  Typically,  these agreements also provide us the
right to sell advertising on the interior of the vehicles.

Agreements  with transit  districts are awarded  through a competitive  proposal
process.  Each  transit  district  evaluates  proposals  based  on a  number  of
criteria,  but  primarily  on the basis of the  minimum  amount  that the bidder
guarantees to pay to the district.  A transit agreement  typically  requires the
transit  advertising  operator  to  guarantee  to pay the transit  district  the
greater of a minimum  stated  amount or a percentage  (usually  over 50%) of the
advertising revenues generated by the operator's use of the district's vehicles.
Transit  advertising  operators often must post performance  bonds or letters of
credit to secure their guarantees under their transit  agreements.  Obie Media's
transit agreements typically have terms of three to five years, with renewals or
extensions either unilaterally at the discretion of the transit district or upon
the mutual agreement of the district and Obie Media.



                                       5
<PAGE>
We also sell  advertising  on over 700  transit  benches  in  Portland,  Oregon,
approximately  100  transit  shelters  in  Cincinnati,  over 300 benches in Fort
Worth,  Texas and on  approximately  22 walkway dioramas (a display similar to a
"cut-out"  billboard) in Cleveland.  We believe these  products  complement  our
other product offerings and intend to secure additional  shelters,  dioramas and
transit benches in our markets.

Transit  districts  range in size from very large  districts  with  thousands of
vehicles to small districts with 10 or fewer vehicles.  Through our hub strategy
and proactive  marketing to local  advertisers,  we are able to profitably offer
our services to both large and small transit districts. The following table sets
forth certain  information about Obie Media's transit district  agreements as of
November 30, 2000:

                                           No. of            Served
Transit District Agreements               Vehicles            Since

British Columbia
    Vancouver                               1136              1998
    Victoria and 27 smaller districts        380              1998
Ohio
    Cleveland                                833              1997 (2)
    Cincinnati                               385              1981 (2)
Texas
    Dallas                                   809              1997
    Austin                                   303              1998
Oregon
    Portland                                 726              1994
    Eugene and Springfield                   102              1980 (1)
    Salem                                     54              1994
Missouri
    St. Louis                                631              1999
    Kansas City                              280              1999
Wisconsin
    Milwaukee                                500              1992 (2)
    Madison                                  170              1999
    Racine                                    23              1997 (2)
    Kenosha                                   47              1996 (2)
Connecticut
    Hartford and Stamford                    380              1996 (2)
    Danbury                                   52              1999
    Bridgeport                                52              1981 (2)
    New Britain                               20              1981 (2)
    Waterbury                                 41              1981 (2)
California
    Sacramento                               246              1994
    Santa Cruz                               112              1997
    Stockton                                 111              1989
    Paratransit, Inc. (Sacramento)            86              1997
    Monterey                                  72              1995
Florida
    Ft. Lauderdale                           202              1998 (2)
    West Palm Beach                          139              1998 (2)
    Gainesville                               45              1981 (2)
    Daytona Beach                             50              1981 (2)
Ontario, Canada
    London                                   170              1999

                                       6
<PAGE>
    St. Catharines                            49              1999
    Burlington                                46              1999
    Oshawa                                    41              1999
    Cambridge                                 27              1999
    Niagara Falls                             26              1999
    Whitby                                    18              1999
 Washington
    Spokane                                  133              1999
    Bremerton                                115              1996
    Jefferson County                          16              1999
    Yakima                                    22              1999

Total                                      8,564


(1)      This  agreement  was  serviced by a division of Obie  Industries  (Obie
         Media's parent  corporation  until 1996) prior to 1987, when Obie Media
         was formed.
(2)      These dates  reflect  periods of service under  agreements  with P & C,
         which Obie Media acquired in September 1998.

The above transit district agreements are scheduled to expire as follows:



                                                     Approximate
                                                      Number of
                                                      Vehicles
                                   Number of        Covered Under
                                  Agreements         Agreements
            Calendar             Scheduled to       Scheduled to
             Year                  Expire(1)        Expire (1)(2)

              2001                    5                1,200
              2002                    7                1,900
              2003                   13                2,400
              2004                   10                1,900
              2005                    1                1,100
              2006                    3                  100

(1)      In addition,  four  agreements  covering a total of  approximately  100
         vehicles are awarded on a  year-to-year  basis.  We have served each of
         these four transit districts since the 1980's.

(2)      Certain of our transit  district  agreements  provide  that they may be
         renewed  for  additional  one-year  to  five-year  periods  beyond  the
         specified  expiration date, either unilaterally by the transit district
         or by mutual  agreement  of Obie Media and the  transit  district.  The
         table  above  represents  the  last  expiration  date in the  contract,
         including  extensions.  Some of our transit district agreements provide
         that the transit district may terminate the agreement before the end of
         the specified term at the  convenience of the transit  district,  or if
         the transit  district  determines that such  termination is in its best
         interest or in the public interest.

Transit Display Products.  We offer  traditional and innovative  non-traditional
transit advertising products.  Traditionally,  transit  advertisements have been
inserted  into  metal  frames  mounted on the  exterior  or  interior  of a bus.
Industry  standard sizes include "Kings,"  "Queens,"  "Tails" and "Heads." While
still offering traditional
                                       7
<PAGE>
advertising  products, we also offer vinyl displays that cover almost the entire
side and/or rear of a bus. These vinyl products  create  significant  additional
revenue  potential per bus when  compared to  traditional  products.  We believe
these  products  also give us a  competitive  advantage  in bidding  for transit
advertising agreements in districts that use or are willing to use them.

Outdoor Advertising Displays. Obie Media owns and operates over 1,200 billboards
primarily  in  Washington,  Oregon,  California,  Montana,  Wyoming  and  Idaho.
Substantially  all of our  billboards  are  bulletins,  which are  large  format
displays  at least 10 feet by 24 feet in size.  We have no  30-sheet  or 8-sheet
poster units.  Our bulletins are generally  located on major  thoroughfares  and
provide greater impact and higher value than traditional posters.

We lease the property underlying our billboards,  generally under 10-year leases
that give us renewal rights for two  additional  five-year  periods.  The lessor
typically  reserves the right to cancel the lease if  construction  of permanent
improvements on the subject property conflicts with the billboard.

Most of our billboards  were designed and installed  within the last nine years,
and most are built of steel and  engineered to withstand  high winds.  More than
two-thirds of our billboards are  illuminated.  The displays are insured against
damage caused to them by storms, vandalism and other causes.

Obie Media also leases, from others, building walls in urban areas for wallscape
displays.  Wallscapes  are painted on vinyl surfaces or directly on the sides of
buildings.  We  currently  lease 27  building  walls for  wallscape  displays in
Seattle and own a 50% interest in a  corporation  that leases,  from others,  17
building  walls for wallscape  displays in Portland.  The following  table gives
the number of our outdoor displays at November 30, 2000:

           Market                                   Displays
         Washington                                   467
         Oregon                                       156
         California                                    87
         Montana                                      247
         Wyoming, Idaho and other                     259
         Total                                      1,216


Sales and Service

In each of our principal  markets,  Obie Media maintains a large,  high quality,
proactive  sales  force.  We  believe  our ratio of sales  personnel  to display
inventory is higher than the industry average.  At November 30, 2000, we had 121
sales and marketing employees.  Our superior sales and service efforts are a key
element in maximizing our inventory occupancy levels.

We view our  proactive  sales  efforts as an important  part of our culture.  In
hiring our sales  force,  we carefully  screen  applicants.  We  typically  hire
college graduates who have demonstrated  their suitability and aptitude to excel
in our unique sales environment.  New sales employees undergo extensive training
and are supervised by regional sales managers with substantial advertising sales
experience.  Obie Media and each of our sales representatives  jointly establish
individual  sales  targets.   We  have  monthly  sales  meetings  with  all  our
salespeople to acknowledge  and reward  individuals who are meeting or exceeding
their targets. A sales  representative's  compensation depends  significantly on
meeting or exceeding individual targets.  Sales representatives also participate
in our broad-based stock option plan.

We are  significantly  expanding  our  national  presence  by growing in diverse
geographic  areas. To complement our growth, we have added to our national sales
team working out of certain of our local offices by establishing  national sales
and marketing offices in Los Angeles,  Chicago and New York City. We also intend
to open offices in Dallas,

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<PAGE>
San  Francisco  and St.  Louis during 2001.  Our  national  sales team  services
national  advertising  accounts,  calls on customers in major cities where we do
not have sales offices and supports our sales force in local markets.

We work directly with companies and  advertising  agencies in  coordinating  the
marketing,  production  and  installation  of  advertising  displays.  Our sales
personnel also serve as customer service  representatives,  maintaining frequent
and regular contact with our advertising  customers to resolve customer concerns
in the field. We believe that our high quality customer  service  contributes to
customer loyalty and improves renewal rates.

Out-of-home advertisements are traditionally sold for a few months at a time. To
increase occupancy, Obie Media employs several techniques to encourage customers
to commit to longer contracts,  including  offering  incentives through our rate
structure and pricing  policies.  We sell certain  innovative  transit  products
primarily by means of year-long  contracts.  We also sell space on almost all of
our outdoor advertising  displays by means of extended contracts,  and offer our
outdoor display customers the opportunity to rotate their  advertisements  among
several display faces within the same market.

Design and Production

We  maintain  our own design and  production  facilities.  We offer  advertisers
customized design and production services as well as display space.  Charges for
design and production are typically added to the cost of the space and billed to
customers over the life of the advertising  contract. We believe that our design
and  production  capabilities  give us a  significant  competitive  advantage in
direct  sales  to  advertisers  and  brings  new  customers  to the  out-of-home
advertising medium.

Obie Media's design and  production  services are used primarily by direct sales
customers  that  are  not  represented  by  advertising  agencies.   The  design
department works with these advertisers and our sales  representatives to create
advertising  copy,  design  and  layout.   Customers  that  are  represented  by
advertising  agencies  generally  arrange for the  production of their ads, with
Obie Media providing installation services. We increasingly act as a broker with
respect to this production.

Customers

Obie Media  maintains a broad base of local,  regional and national  advertising
customers.  Most of our regional  and  national  customers  are  represented  by
advertising  agencies.  Customers  represented by advertising agencies accounted
for  approximately  61% of our gross  revenues  for  fiscal  2000 (66% in fiscal
1999). Consistent with standard industry practice,  advertising agencies working
with Obie Media  typically  retain 15% of the gross  advertising  revenues  from
their accounts.  Advertising  agencies  generally create the artistic design and
written content of their customers'  advertising.  They plan and implement their
customers' overall advertising campaign,  including the selection of advertising
media.  Obie Media's sales  personnel,  including our national  sales team,  are
trained to work closely with advertising  agencies to service the needs of these
customers.

A key component of our sales and marketing  strategy is the proactive  marketing
of our services to local  advertisers.  Local  advertisers  tend to have smaller
advertising  budgets and to require  greater  assistance from our production and
creative personnel to design and produce advertising copy. With respect to local
sales,  we  often  expend  significant  sales  efforts  on  educating  potential
out-of-home  advertising  customers  about the  benefits  of the  medium  and on
developing advertising strategies. While price and availability of display space
are important  factors in local sales,  service and customer  relationships  are
also critical.  We believe that our strength in sales,  design and service gives
us an  advantage  in  local  sales,  and that our  direct  sales  focus on local
companies  significantly  contributes to increased  occupancy and renewal rates.
Further,  we  believe  this focus is an  important  competitive  advantage  that
enables us to profitably serve small transit districts.

                                       9
<PAGE>
Competition

Obie Media's markets are highly competitive.  In the transit advertising market,
we compete with other  out-of-home  advertising  companies that submit proposals
for exclusive  agreements  with transit  districts by means of a formal proposal
process.  In the  outdoor  advertising  display  market,  we compete  with other
out-of-home  advertising companies for customers.  We also compete for customers
with other advertising media,  including broadcast and cable television,  radio,
print media,  direct mail marketing and displays in shopping  centers and malls,
airports,  stadiums,  movie theaters and supermarkets  and on taxis,  trains and
subways.

In recent years, there has been consolidation  among our competitors,  including
consolidation  between out-of-home  advertising companies and broadcast or other
media. For example, in May 1999, Infinity Broadcasting Corporation ("Infinity"),
a subsidiary of CBS Corporation and the sole shareholder of TDI Worldwide,  Inc.
("TDI"),  agreed to acquire  Outdoor  Systems,  Inc.,  a leading  company in the
outdoor  advertising  display  market.  Several  of our  competitors,  including
diversified media companies such as Infinity,  are substantially  larger, better
capitalized,  more  widely  known  and  have  access  to  substantially  greater
resources  than  we  do.  These  traits  may  provide  competitive   advantages,
particularly in large advertising markets.

Transit.  The  transit  advertising  market has  historically  been  fragmented,
consisting of a few national  transit  advertising  companies with operations in
multiple  markets and  numerous  small  companies  operating  under one or a few
agreements.   In  large  advertising  markets,   Obie  Media  encounters  direct
competition for transit agreements from major transit advertising companies such
as TDI, one of the largest  transit  advertising  companies in the United States
and a dominant competitor in such markets. Competition among transit advertising
companies is primarily based on obtaining and retaining  agreements with transit
districts.  Agreements with transit districts are awarded primarily on the basis
of the minimum amount the bidder guarantees to the district. Other factors which
transit  districts  may  consider  in  awarding  agreements  are  the  financial
resources of the bidder available to support its minimum revenue guarantee,  the
bidder's business  reputation and the soundness of the bidder's  marketing plan.
The  agreements  generally  give the  operator  the  exclusive  right to provide
transit advertising services within the transit district.  The number and nature
of competitors  for each agreement  depend upon the  desirability of the market,
including the number of vehicles operated by the transit district,  and the size
and rank of the market.

Outdoor  Advertising  Displays.  The outdoor  advertising display market is also
fragmented.  Several  large outdoor  advertising  companies  have  operations in
multiple markets. Many more small companies operate a limited number of displays
in a single or a few local markets.  Although some consolidation has occurred in
this  segment of the  out-of-home  industry  over the past few  years,  the OAAA
estimated that, as of 1999, there were approximately 560,000 outdoor displays in
the United States operated by more than 500 companies.  The primary  competitive
factors  in the  outdoor  advertising  display  market  are  the  location  of a
company's displays and the price charged for their use.

Government Regulation

The government  extensively  regulates the outdoor  advertising  industry at the
federal,  state and local levels. These laws and regulations limit the growth of
outdoor  advertising  companies and operate as a substantial barrier to entry in
the industry and, in limited  circumstances,  may restrict  advertising content.
Construction  of new outdoor  structures  has been  substantially  restricted to
commercial and industrial  areas.  Many  jurisdictions  also have restricted the
location,  relocation,  height and size of outdoor advertising structures.  Some
jurisdictions   also  restrict  the  ability  to  enlarge  or  upgrade  existing
structures,  such as converting  from wood to steel or from  non-illuminated  to
illuminated  displays,  and restrict the  reconstruction  of structures that are
substantially   destroyed  as  a  result  of  storms  or  other   causes.   Some
jurisdictions  have enacted local laws and ordinances  that prohibit  wallscapes
and other outdoor advertising on urban buildings.

We believe our displays  conform to current laws and  regulations.  When leasing
property for the installation of new outdoor advertising  displays, we carefully
review applicable laws, including building, sign and zoning ordinances.  Because
billboards are typically  located adjacent to roads and highways,  they are also
subject  to  removal  through  condemnation  or other  actions  by  governmental
entities  in the  event  of road or  highway  improvement  or  expansion.

                                       10
<PAGE>
While compensation for such actions is generally available, under existing state
and  local  regulations,  we may not be  permitted  to  relocate  any  condemned
displays.

In limited  circumstances,  governmental  laws and regulations may also restrict
the content of outdoor  advertising.  For  example,  some states have banned all
outdoor  advertising of tobacco  products.  In November 1998, 46 states signed a
settlement  agreement with the four largest  American tobacco  companies.  Among
other  things,  the  agreement  bans  transit  and  outdoor  advertising  of the
companies'  tobacco  products  in the 46  states.  The  U.S  Congress  has  also
considered legislation that would severely restrict or ban such advertising.

The outdoor  advertising  industry is heavily  regulated  and existing or future
laws or regulations  could adversely affect us. To date, our operations have not
been materially adversely affected by such laws and regulations.

Employees

At November 30, 2000, we had 241 full-time and 10 part-time  employees,  of whom
130 were primarily engaged in sales and marketing, 27 were engaged in art design
and production, 41 were engaged in installation,  construction or maintenance of
transit or outdoor  advertising  displays,  and 53 were  employed in  financial,
administrative  or  similar  capacities.  None of our  employees  is  covered by
collective bargaining  agreements,  except for 8 installers in Portland,  Oregon
and 15 installers in British Columbia.  We believe that our  relationships  with
our employees are good.


ITEM 2.    DESCRIPTION OF PROPERTIES

Our headquarters are located in a 20,000 square foot facility in Eugene, Oregon.
The  headquarters  includes  space for our  centralized  design  and  production
departments,  as  well  as our  accounting,  credit,  marketing  and  management
personnel.  The headquarters is leased at market rates from Obie Industries,  an
affiliate  of Obie Media,  pursuant to a lease under which Obie Media moved into
the  facility  and  began  paying  rent  in  May  1997.   Lease   payments  were
approximately  $268,000  during  fiscal 2000,  $180,000  during  fiscal 1999 and
$171,000 during fiscal and 1998,  respectively.  Brian Obie, our Chairman of the
Board,  President and Chief Executive Officer, is the President,  a director and
the controlling shareholder of Obie Industries.  Delores Mord, our Secretary and
a director of Obie Media,  is Vice  President,  a director and a shareholder  of
Obie Industries.

We lease parcels of property beneath outdoor  advertising  structures.  Our site
leases are generally for a term of ten years, with two five-year renewal options
at our discretion.  We also lease local operating offices for sales, service and
installation in Spokane and Yakima, Washington;  Portland and Salem, Oregon; Ft.
Lauderdale, Florida; Wallingford,  Connecticut;  Cleveland and Cincinnati, Ohio;
Dallas and  Austin,  Texas;  Sacramento,  Stockton  and,  California;  Richmond,
Virginia; St. Louis and Kansas City Missouri;  Milwaukee and Madison, Wisconsin;
Vancouver and Victoria, British Columbia; and London, Richmond Hill, Burlington,
and St.  Catharines,  Ontario.  We also  lease  national  sales  offices  in Los
Angeles, Chicago and New York City. Total lease payments for the forgoing leases
were $1.7  million,  $ 1.3 million and $ 1.1 million for fiscal  2000,  1999 and
1998, respectively.


ITEM 3.    LEGAL PROCEEDINGS

Heard  Communications,  Inc.,  doing  business  as Gateway  Outdoor  Advertising
("Gateway"),  the  former  operator  of  transit  advertising  displays  for the
Bi-State  Development  Agency  of the  Missouri-Illinois  Metropolitan  District
("Bi-State") in metropolitan St. Louis  (including St. Clair County,  Illinois),
has contested  both  judicially  and  administratively  Bi-State's  award of the
transit advertising agreement for St. Louis to us. We began operating under such
agreement in July 1999.

In the  administrative  action commenced July 2, 1999,  Gateway alleges that the
procurement  process  which  awarded  the  contract  to  us  was  arbitrary  and
capricious in part because Gateway's proposal guaranteed greater minimum


                                       11
<PAGE>
revenue to Bi-State over the term of the  contract.  Bi-State  denied  Gateway's
protest by letter dated July 19, 1999.  Gateway filed a protest with  Bi-State's
Executive  Director  requesting our contract with Bi-State be terminated and the
bidding for the contract be reopened.  The Executive  Director denied  Gateway's
protest.  Gateway then appealed the Executive Director's decision to the Federal
Transit Administration ("FTA"). The appeal to the FTA was denied.

In the  judicial  proceeding  before the United  States  District  Court for the
Eastern  District of Missouri,  Case No.  4:99-CV-1054-CAS,  commenced  June 30,
1999,  Gateway challenged the award of the St. Louis contract to us and sought a
declaratory  judgment  and an  injunction  prohibiting  Bi-State  and Obie  from
performing  under the  contract.  We  intervened  in the  proceeding  as a party
defendant.  On August 25, 2000,  the Court  dismissed  the action for failure to
state a claim and for lack of subject matter jurisdiction.

On September 25, 2000,  Gateway filed a notice of appeal of the dismissal in the
United  States  Court of  Appeals  for the Eighth  Circuit.  The matter has been
briefed by the parties and is awaiting a date for oral argument.

On September  18,  2000,  Gateway  filed a petition in the Circuit  Court of the
County of St. Louis, State of Missouri, challenging the award of the contract to
us and seeking a preliminary  and permanent  injunction,  including award of the
remaining  term of the  contract  to  Gateway  and its  bid  preparation  costs.
Bi-State  filed a motion to  dismiss  and the Court will hear  argument  on that
motion on March 7, 2001.

In addition, the Company is defended in litigation in the ordinary course of its
business and in the aggregate such suits are not expected to be material.


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

No matters  were  submitted to a vote of Obie  Media's  shareholders  during the
fourth quarter of fiscal 2000.


PART II
-------

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER  MATTERS

Price Range of Common Stock

Since  November 21, 1996,  our Common Stock has been traded on the Nasdaq Market
under the symbol  "OBIE."  The  following  table  presents  the high and low bid
prices of our Common Stock as reported by The Nasdaq Stock  Market,  as adjusted
to give  retroactive  effect to 11-for-10 stock splits declared by Obie Media in
October 1997, November 1998 and November 1999:


       Fiscal 2000                                   High    Low
         First Quarter .......................      $11.63   $ 7.31
         Second Quarter ......................        9.38     7.31
         Third Quarter........................        9.00     7.69
         Fourth Quarter ......................        9.00     5.50

        Fiscal 1999                                  High    Low
         First Quarter .......................      $17.73   $11.82
         Second Quarter ......................       14.66     9.55
         Third Quarter........................       11.82     9.38
         Fourth Quarter ......................       10.75     8.58

                                       12
<PAGE>
As of February  5, 2001,  there were  approximately  88 holders of record of the
Company's Common Stock. The Company believes the number of beneficial  owners is
substantially  greater than the number of record holders because a large portion
of the Company's outstanding Common Stock is held of record in "street name."

Dividends

The Company has not paid cash  dividends on its Common Stock during the last two
fiscal years and does not anticipate  doing so in the  foreseeable  future.  The
Company plans to retain any future earnings to finance operations.  In addition,
our  credit  agreements  may limit our  ability to pay  dividends  or make other
distributions on our Common Stock.


ITEM 6.   Selected Financial Data
<TABLE>
<CAPTION>

IN THOUSANDS EXCEPT PER                                       Years Ended November 30
SHARE AMOUNTS                                         2000     1999     1998     1997     1996


Statement of Operations Data

<S>                                                   <C>      <C>      <C>      <C>      <C>
Gross Sales                                           $51,326  $40,466  $25,218  $14,625  $10,898
Net sales                                              46,656   36,460   22,718   13,303   10,070
Direct Advertising Expenses                            33,961   26,438   14,793    8,005    5,907
General and Administrative                              6,882    4,677    3,628    2,242    1,685
Depreciation and Amortization                           1,871    1,513      935      664      514
Start-up Costs                                            116      668      106      237      -
Contract Settlement                                       -     (1,077)     -        -        -
Operating Income                                        3,826    4,241    3,255    2,155    1,964

Net income(loss) available for common shareholders      1,618    2,012    1,501    1,000       96

EBITDA (1)                                              5,697    5,754    4,190    2,819    2,478

Basic Net Income per Share                              $0.27    $0.40    $0.32    $0.21    $0.02

Diluted net Income per Share                            $0.27    $0.39    $0.32    $0.21    $0.02

Balance Sheet Data

Working Capital                                        $10,544  $ 2,695 $ 1,033 $    646  $   380
Total Assets                                            40,838   32,704  27,647   14,284   12,533
Long-term Debt, less current portion                    13,812    4,919  13,354    5,695    6,555

Shareholders' Equity                                   $19,225  $17,365 $ 5,547 $  3,796  $ 2,784
</TABLE>
                                       13
<PAGE>
(1) "EBITDA" (earnings before interest,  taxes, depreciation and amortization is
defined as operating income before depreciation and amortization expense.  While
EBITDA should not be considered in isolation or as a substitute  for net income,
cash provided by operating activities or other income or cash flow data prepared
in accordance with generally accepted accounting principles,  or as a measure of
profitability  or  liquidity,  we  believe  that it is  widely  used by  certain
investors as one measure to evaluate the financial  performance  of companies in
the  out-of-home  advertising  industry.  It  assists in  comparing  out-of-home
advertising  company  performance  on  a  consistent  basis  without  regard  to
depreciation  and  amortization,  which  can  vary  significantly  depending  on
accounting  methods  used  (particularly  when  acquisitions  are  involved)  or
non-operating  factors  (such  as  historical  cost  basis).  Accordingly,  this
information  has been  disclosed to facilitate the  comparative  analysis of our
operating performance relative to other companies in the out-of-home advertising
industry.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Overview

Obie Media is an  out-of-home  advertising  company,  which markets  advertising
space primarily on transit vehicles and outdoor advertising displays (billboards
and  wallscapes).  As of November 30, 2000, we had 39 exclusive  agreements with
transit districts in the United States and Canada to operate transit advertising
displays.  Since our IPO in  November  1996,  the number of vehicles on which we
have the right to  operate  transit  advertising  displays  has  increased  from
approximately  1,200 to over 8,000. We also operate and generally own over 1,200
advertising  displays on billboards and walls  primarily in Washington,  Oregon,
Montana, Wyoming, California and Idaho.

Our gross revenues  increased from $40.5 million in fiscal 1999 to $51.3 million
in fiscal 2000,  representing an increase of 26.8%.  EBITDA  decreased from $5.8
million to $5.7  million in the same  period,  representing  a decrease of 1.0%.
However,  the 1999 EBITDA amount included a one time transit contract settlement
gain of $1.1  million.  The EBITDA  increase  from 1999 to 2000,  excluding  the
settlement  amount,  was  21.8%.   EBITDA  (earnings  before  interest,   taxes,
depreciation   and   amortization)   is  defined  as  operating   income  before
depreciation and amortization expense.

Our significant  growth since fiscal 1996 is primarily the result of: (i) growth
in  our  existing  transit  advertising   business,   primarily  resulting  from
agreements with additional transit  districts;  (ii) the acquisition of P & C on
September 1, 1998;  and (iii) the  development  and  acquisition  of new outdoor
displays.  As a result  of  these  factors,  our  operating  performance  is not
necessarily  comparable  on a  period-to-period  basis.  We plan to  continue  a
strategy of expanding through both internal growth and acquisitions.

Our operating  results are affected by general economic  conditions,  as well as
trends in the advertising  industry.  Based on industry sources, in recent years
outdoor  advertising  expenditures  in the United  States  have  increased  more
rapidly than total U.S. advertising  expenditures.  However,  this trend may not
continue and future outdoor  advertising  expenditures may grow more slowly than
expenditures for the advertising industry as a whole.

Our gross  revenues  are derived  from the sale of  advertising  on  out-of-home
advertising  displays,  primarily on transit vehicles under our transit district
agreements and on outdoor advertising displays we own or operate. Gross revenues
are a function of both the  occupancy of these  display  spaces and the rates we
charge.  We  focus  our  sales  effort  on  maximizing  occupancy  levels  while
maintaining  rate  integrity in our markets.  Over the past several  years,  our
transit  advertising  operations  have  expanded  more  rapidly than our outdoor
advertising operations. Revenues from transit advertising sales, as a percentage
of gross revenues,  increased from 85.3% in fiscal 1999 to 86.9% in fiscal 2000.
Increases in our gross revenues over the last two fiscal years are primarily the
result of the increased number of transit vehicles and outdoor displays on which
we market advertising space and, to a lesser extent, rate increases.

Net revenues represent gross revenues less agency  commissions.  Consistent with
standard  industry  practice,  advertising  agencies  working  with  Obie  Media
typically  retain 15% of the gross  advertising  revenues  from their  accounts.
While advertising agencies purchase the majority of the out-of-home  advertising
that we sell,  we believe
                                       14
<PAGE>
our focus on direct  sales to accounts  not served by  advertising  agencies has
resulted in Obie Media recognizing  agency  commissions that, as a percentage of
our aggregate gross  revenues,  are lower than the industry  average.  Customers
represented by advertising  agencies  currently account for approximately 61% of
our gross revenues.  Agency commissions,  as a percentage of our gross revenues,
have  risen  recently,  in large  part  because  we have  obtained  new  transit
agreements  in  a  number  of  districts  where  the  previous   providers  made
substantially all sales through advertising agencies.

Direct  advertising  expenses  consist  primarily of occupancy,  production  and
installation,  and sales  costs.  Occupancy  expense  primarily  consists of two
elements:  (i) payments to transit  districts for the right to sell  advertising
displayed on their  vehicles;  and (ii) lease  payments to owners of property on
which  our  outdoor  advertising  structures  are  located.  Under  our  transit
agreements,  we typically guarantee to pay the transit district the greater of a
minimum  stated  amount or a percentage  (usually  over 50%) of the  advertising
revenues generated by our use of the district's vehicles. Occupancy expense also
includes the cost of  illuminating  outdoor  displays and property  taxes on the
outdoor  advertising  structures.  Production and installation  expenses consist
primarily of the costs of producing,  shipping and  installing  the  advertising
displays.  Sales  expenses  consist  primarily of the cost of staffing our sales
force.

General and administrative expenses include costs related to individual markets,
as well as corporate  expenses.  Expenses related to individual  markets include
expenses  for the  personnel  and  facilities  required to  administer  that and
neighboring  markets.  Corporate general and  administrative  expenses represent
personnel and facilities costs for our executive  offices and centralized  staff
functions.  We believe that,  although general and administrative  expenses will
increase on an absolute  dollar basis as our revenues  increase,  such  expenses
will decline as a percentage of revenues.

Contract  settlement  represents the financial impact of the settlement  reached
regarding the early  termination of the Tri-Met  contract.  See the Notes to our
Consolidated Financial Statements.

Start-up  costs  are the  costs  we  incur  in  pursuing  new  transit  district
agreements  and the costs of  establishing  a sales  force  and  office in a new
market prior to beginning to operate under a new agreement.  These costs consist
primarily of travel expenses,  various personnel costs, legal fees and the costs
of  preparing  our  proposals  in  response  to transit  district  requests  for
proposals.  The amount of start-up  costs we will incur in the future will vary,
both in total  amount and as a percentage  of revenues,  depending on the number
and  complexity  of proposals for new districts and our success in obtaining new
contracts.

Recent Developments

Additional Transit Advertising Agreements.

In January 2001 we were awarded the advertising contracts for San Antonio, Texas
(619 buses),  Indianapolis,  Indiana (130 buses) and Vancouver,  Washington (101
buses).

In  December  2000 we were  awarded  the  advertising  contract  for the Chicago
Transit  Authority.  The contract provides for advertising space on 1,875 buses,
1,190 rapid transit cars, and 140 rail stations.

Outdoor Asset  Acquisitions.  In January and October  2000, we acquired  outdoor
advertising  displays from two companies with displays  primarily in Montana and
Wyoming  for $3.2  million.  The  acquisitions  added over 330  displays  to our
outdoor  display  inventory.  We borrowed the purchase  price from our lender to
finance the transaction.


Acquisition  of P & C. In September  1998, we acquired P & C, which has operated
in  the  out-of-home  advertising  industry  for  over  50  years.  P & C had 19
agreements  with  transit  districts  covering   approximately  3,200  vehicles,

                                       15
<PAGE>
including  districts located in Hartford,  Stamford and New Haven,  Connecticut;
Fort Lauderdale and West Palm Beach,  Florida;  Cincinnati and Cleveland,  Ohio;
Richmond, Virginia; and Milwaukee, Wisconsin.

Obie Media  acquired P & C for an  aggregate  purchase  price of $7.6 million in
cash,  up to 151,250  shares of our common  stock and  options to purchase up to
163,350  additional shares of our common stock, of which $6.1 million and 60,500
shares  were paid at  closing,  and  options  to  purchase  30,250  shares  were
exercisable  on the closing  date.  Of the  remaining  $1.5  million of the cash
purchase  price,  $500,000 was paid on January 1, 2000 and the remainder will be
paid as  follows;  $500,000  on or before  January 1, 2001,  and  $250,000 on or
before each of January 1, 2002 and 2003. The remaining  90,750 shares were to be
issued  depending  on P & C's  performance  through  November  30,  2001 and the
unvested  options were to become  exercisable  over 4 years,  depending on Wayne
Schur's continued employment by us. Further, Mr. Schur provided the Company with
a  performance  guarantee  for  fiscal  years  2000 and 2001.  We  financed  the
acquisition of P & C from borrowings and repaid those  borrowings with a portion
of the proceeds of our August 1999 stock offering discussed above.  Because of P
& C's  performance  during fiscal 2000, the right to the 90,750 shares has been
forfeited, and an additional sum of approximately $339,000 is due the company.

The  acquisition  of P & C has been  accounted for under the purchase  method of
accounting,  with Obie Media  recording  most of the purchase price as goodwill.
The amount of goodwill  recorded has been reduced and could decrease  further in
2001  depending  on P & C's  performance.  Goodwill is being  amortized  over 15
years.  The  acquisition  occurred  on  September  1,  1998  and  our  financial
statements do not include P & C operations prior to that date.


Operating Results
<TABLE>
<CAPTION>
The following table presents certain items from our  consolidated  statements of
income (and EBITDA) as a percentage of gross revenues.
                                                                           Year Ended
                                                                           November 30
                                                                  ------------------------------
                                                                   2000        1999         1998
                                                                  -----       -----        -----
<S>                                                                <C>         <C>          <C>
         Transit advertising revenue.....................          86.9%       85.3%        77.0%
         Outdoor advertising revenue.....................          13.1        14.7         23.0
                                                                  -----       -----        -----
         Gross revenue...................................         100.0       100.0        100.0
         Less agency commissions.........................           9.1         9.9          9.9
                                                                  -----       -----        -----
         Net revenues.....................................         90.9        90.1         90.1
         Operating expenses:
             Direct advertising expense...................         66.2        65.3         58.7
             General and administrative...................         13.4        11.6         14.4
             Start-up costs...............................          0.2         1.7          0.4
             Contract settlement                                      -        (2.7)           -
                                                                  -----       -----        -----
         EBITDA...........................................         11.1        14.2         16.6
         Depreciation and amortization....................          3.6         3.7          3.7
                                                                  -----       -----        -----
         Operating income.................................          7.5        10.5         12.9
         Interest expense.................................          2.2         2.3          3.1
                                                                  -----       -----        -----
         Income before income taxes and extraordinary item          5.3         8.2          9.8
         Provision for income taxes.......................          2.1         3.2          3.8
                                                                  -----       -----        -----
         Net income.......................................          3.2%        5.0%         6.0%
                                                                  =====       =====        =====
</TABLE>
                                       16
<PAGE>
Comparison of Years ended November 30, 2000 and 1999

Revenues.  Gross revenues increased $10.9 million,  or 26.8%, from $40.5 million
in fiscal 1999 to $51.3 million in fiscal 2000.  This  increase was  principally
due to having a whole year's  activities of transit  contracts  acquired in 1999
and increases in other previously acquired contracts. Transit revenues increased
$10.1 million,  or 29.2%,  from $34.5 million in fiscal 1999 to $44.6 million in
fiscal 2000,  primarily due to the above factors.  Outdoor advertising  revenues
increased  $769,000,  or 12.9%, from $5.9 million in fiscal 1999 to $6.7 million
in fiscal 2000. Agency commissions  increased $0.7 million,  or 16.6%, from $4.0
million in fiscal  1999 to $4.7  million in fiscal  2000,  primarily  due to the
general increase in overall business.  As a result of the foregoing reasons, net
revenues increased $10.2 million, or 28.0%, from $36.5 million in fiscal 1999 to
$46.7 million in fiscal 2000.

Direct Advertising Expenses. Direct advertising expenses increased $7.5 million,
or 28.5%,  from $26.4  million in fiscal 1999 to $34.0  million in fiscal  2000.
This increase was  primarily  the result of  activities  required to support our
increased level of business.  Direct advertising expenses increased slightly, as
a  percentage  of gross  revenues,  from 65.3% in fiscal 1999 to 66.2% in fiscal
2000,  primarily due to the growth of the transit  advertising  business,  where
costs,  especially occupancy costs, are higher as a percentage of revenue,  than
in the outdoor advertising business.

General  and  Administrative  Expenses.   General  and  administrative  expenses
increased  $2.2  million,  or 47.2%,  from $4.7  million in fiscal  1999 to $6.9
million in fiscal 2000. The increase resulted  primarily from increased costs of
administering  new transit  districts and districts which operated for less than
all of fiscal 1999.  General and  administrative  expenses,  as a percentage  of
gross revenues, increased from 11.6% in fiscal 1999 to 13.4% in fiscal 2000.

Contract Settlement.  During 1999, we recognized a non-recurring pre-tax gain of
$1.1 million  associated with our contract  settlement with Tri-Met (See Note 11
to our Consolidated Financial Statements).

Start-Up Costs. Start-up costs decreased $553,000,  from $668,000 in fiscal 1999
to $116,000 in fiscal 2000.  The larger 1999 amounts were  primarily  due to our
increased response to requests for proposal for transit district contracts,  our
bidding on a greater number of large district contracts,  and the costs incurred
in retaining the Portland contract.

Depreciation and Amortization  Expenses.  Depreciation and amortization expenses
increased  $358,000,  or 23.6%, from $1.5 million in fiscal 1999 to $1.9 million
in fiscal 2000, primarily due to our investment in equipment in new markets, our
upgrading of computer  capabilities  and adding outdoor displays in our existing
operations and through acquisitions.

Operating Income. Due to the above factors,  operating income decreased $415,000
or 9.8%, from $4.2 million in fiscal 1999 to $3.8 million in fiscal 2000.

Interest Expense. Interest expense increased $179,000 or 19.0%, from $940,000 in
fiscal 1999 to $1.1 million in fiscal 2000,  primarily  due to the increased use
of the working capital credit line and additional long-term borrowings.

Provision for Income Taxes.  Provision for income taxes decreased  $199,000,  or
15.5%,  from $1.3  million  for  fiscal  1999 to $1.1  million  in fiscal  2000,
primarily due to the 18.0% decrease in income before income taxes. The effective
rate of income taxes as compared to taxable  income was 40.2% in 2000 and 39.0 %
in 1999.

Net Income. As a result of the foregoing factors, net income decreased $394,000,
or 19.6%, from $2.0 million for fiscal 1999 to $1.6 million for 2000.

Comparison of Years ended November 30, 1999 and 1998

Revenues.  Gross revenues increased $15.2 million,  or 60.5%, from $25.2 million
in fiscal 1998 to $40.5 million in fiscal 1999.  This  increase was  principally
due to transit  advertising  revenues  associated  with the  operations of P & C
                                       17
<PAGE>
(which we acquired September 1, 1998), as well as the addition of new districts,
and transit districts operating less than a full year in 1998, primarily British
Columbia (which we began operating in August 1998).  Transit revenues  increased
$15.1 million,  or 77.8%,  from $19.4 million in fiscal 1998 to $34.5 million in
fiscal 1999,  primarily due to the above factors.  Outdoor advertising  revenues
increased $146,000, or 2.5%, from $5.8 million in fiscal 1998 to $5.9 million in
fiscal 1999.  Agency  commissions  increased $1.5 million,  or 60.2%,  from $2.5
million in fiscal  1998 to $4.0  million in fiscal  1999,  primarily  due to the
large proportion of existing agency business in our new markets.  As a result of
the foregoing  reasons,  net revenues  increased $13.7 million,  or 60.5%,  from
$22.7 million in fiscal 1998 to $36.5 million in fiscal 1999.

Direct  Advertising  Expenses.   Direct  advertising  expenses  increased  $11.6
million,  or 78.7%, from $14.8 million in fiscal 1998 to $26.4 million in fiscal
1999.  This increase was primarily the result of activities  required to support
our increased level of business.  Direct advertising  expenses  increased,  as a
percentage of gross revenues, from 58.7% in fiscal 1998 to 65.3% in fiscal 1999,
primarily due to the growth of the transit  advertising  business,  where costs,
especially  occupancy costs, are higher as a percentage of revenue,  than in the
outdoor advertising business.

General  and  Administrative  Expenses.   General  and  administrative  expenses
increased  $1.0  million,  or 28.9%,  from $3.6  million in fiscal  1998 to $4.7
million in fiscal 1999. The increase resulted  primarily from increased costs of
administering  new transit  districts and districts which operated for less than
all of fiscal 1998.  General and  administrative  expenses,  as a percentage  of
gross revenues, decreased from 14.4% in fiscal 1998 to 11.6% in fiscal 1999.

Contract Settlement.  During 1999, we recognized a non-recurring pre-tax gain of
$1.1 million  associated with our contract  settlement with Tri-Met (See Note 11
to our Consolidated Financial Statements).

Start-Up Costs. Start-up costs increased $562,000,  from $106,000 in fiscal 1998
to $668,000 in fiscal 1999,  primarily due to our increased response to requests
for proposal for transit district contracts,  our bidding on a greater number of
large  district  contracts,  and the costs  incurred in  retaining  the Portland
contract.

Depreciation and Amortization  Expenses.  Depreciation and amortization expenses
increased  $577,000,  or 61.7%,  from $936,000 in fiscal 1998 to $1.5 million in
fiscal 1999,  primarily due to our  investment in equipment in new markets,  our
upgrading of computer  capabilities  and adding outdoor displays in our existing
operations  and  the  amortization  of  goodwill  associated  with  the  P  &  C
acquisition.

Operating  Income.  Due to the above factors,  operating  income  increased $1.0
million,  or 30.3%,  from $3.3  million in fiscal 1998 to $4.2 million in fiscal
1999.

Interest Expense.  Interest expense increased $166,000,  or 21.4%, from $776,000
in fiscal 1998 to $942,000 in fiscal  1999,  primarily  due to the  indebtedness
incurred in connection with the acquisition of P & C, offset by the reduction in
debt from the net proceeds of the offering. See "Recent Developments."

Provision for Income Taxes.  Provision for income taxes increased  $309,000,  or
31.6%,  from $978,000 for fiscal 1998 to $1.3 million in fiscal 1999,  primarily
due to the increase in income before income taxes.  The effective rate of income
taxes as compared to taxable income was 39.0% in 2000 and 39.4 % in 1999.

Net Income. As a result of the foregoing factors, net income increased $511,000,
or 34.1%, from $1.5 million for fiscal 1998 to $2.0 million for 1999.

Seasonality

Obie Media's  revenues and operating  results  historically  have  fluctuated by
season. Typically, our results of operations are strongest in the fourth quarter
and  weakest in the first  quarter of our fiscal year  ending  November  30. Our
transit  advertising  operations are more seasonal than our outdoor  advertising
operations  as  our  outdoor
                                       18
<PAGE>
advertising  display space, unlike our transit advertising display space, is and
has been sold nearly exclusively by means of 12-month contracts. We believe that
the  seasonality  of our revenues  and  operating  results will  increase as our
transit advertising  operations continue to expand more rapidly than our outdoor
advertising operations. This seasonality,  together with fluctuations in general
and  regional  economic  conditions  and the  timing  and  expenses  related  to
acquisitions,  the obtaining of new transit agreements and other actions we have
taken to implement our growth strategy,  have contributed to fluctuations in our
periodic   operating   results.   These   fluctuations   likely  will  continue.
Accordingly,  our results of  operations  in any period may not be indicative of
the results to be expected for any future period.

Liquidity and Capital Resources

We have historically  satisfied our working capital  requirements with cash from
operations and revolving credit borrowings.  Our working capital at November 30,
1999 and 2000 was $2.7 million and $10.5 million, respectively. Acquisitions and
capital expenditures,  primarily for the construction of new outdoor advertising
displays, have been financed primarily with borrowed funds.

At November 30, 2000, Obie Media had  outstanding  borrowings of $ 13.9 million,
of which $ 13.2 million was pursuant to the long-term credit agreement, $660,000
was pursuant to the  agreement to acquire P & C, and $40,000 on a note  maturing
in 2001. See Note 5 to our Consolidated  Financial  Statements.  At November 30,
2000,   available  borrowing  capacity  under  the  line  of  credit,  based  on
collateralized accounts, was $6.0 million.

Effective  February 19, 2001 we have entered  into a new  financing  arrangement
with U.S. Bank National  Association.  The new arrangement  provides for a $16.0
million term line maturing in August of 2007, and a $6.0 million working capital
line of credit  available  for general  purposes.  These credit  facilities  are
secured by substantially all of the assets of the company and its subsidiaries.

Obie  Media's net cash  provided  by  operations  was $ 251,000 and  $799,000 in
fiscal 1999 and 2000, respectively.

Net cash used in  investing  activities  was $ 3.3 million  and $5.3  million in
fiscal 1999 and 2000, respectively. The increase from fiscal 1999 to fiscal 2000
was  primarily  due to  approximately  $4.8  million  used  in 2000  for  direct
billboard  acquisitions.  Capital  expenditures  totaled $ 3.2 million and $ 5.2
million in fiscal  1999 and 2000,  respectively.  Capital  expenditures  consist
primarily of the cost of building and acquiring outdoor advertising displays. We
anticipate that our capital expenditures will approximate $2.0 million in fiscal
2001.

Net cash provided by financing  activities was $ 2.7 million and $5.1 million in
fiscal  1999 and  2000,  respectively.  Net cash  provided  in  fiscal  1999 was
primarily  from the  proceeds of our public stock  offering  completed in August
1999,  net of payments on long-term  debt, and in 2000 from the proceeds of long
term debt and use of our credit line.

We expect to pursue a policy of continued  growth through  obtaining new transit
district agreements,  acquiring out-of-home  advertising companies or assets and
constructing new outdoor advertising  displays.  We intend to finance our future
expansion  activities using a combination of internal and external  sources.  We
believe that internally  generated funds and funds available for borrowing under
our bank  credit  facilities  will be  sufficient  to satisfy  all debt  service
obligations  and  finance  our   operations,   including   anticipated   capital
expenditures,  but excluding possible acquisitions,  through fiscal 2001. Future
acquisitions  by Obie  Media,  if any,  may  require  additional  debt or equity
financing.

Market Risk

The  Company may be exposed to future  interest  rate  changes on its debt.  The
Company does not believe that a hypothetical  10 percent change in end of period
interest  rates would have a material  effect on the  Company's  cash flow.

The Effect of New Accounting Pronouncements

New  accounting  pronouncements  are  discussed  in  Note 1 to our  Consolidated
Financial Statements.
                                       19
<PAGE>
ITEM 8.    FINANCIAL STATEMENTS

The  financial  statements  and  supplementary  data  required  by this item are
included on pages F-1 to F-19 of this Annual Report.
<TABLE>
<CAPTION>
Unaudited quarterly data for each of the eight quarterly periods in the period
ended November 30, 2000 is as follows:

In thousands, except per share data        1st Quarter   2nd Quarter    3rd Quarter    4th Quarter
-----------------------------------        -----------   -----------    -----------    -----------
<S>                                        <C>           <C>            <C>            <C>
2000
Net revenues                                     $ 8,546       $ 11,329       $ 13,026        $ 13,756
Operating income                                      64            954          1,325           1,484
Net income (loss)                                    (93)           404            634             673
Basic net income (loss) per share                  (0.02)          0.07           0.11            0.11
Diluted net income (loss) per share                (0.02)          0.07           0.11            0.11
1999
Net revenues                                     $ 6,760        $ 8,970        $ 9,640        $ 11,090
Operating income                                   1,004            985          1,177           1,075
Net income                                           436            435            544             598
Basic net income per share                          0.09           0.09           0.11            0.10
Diluted net income per share                        0.09           0.09           0.11            0.10
</TABLE>

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable

PART III
--------

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Information  with respect to directors and executive  officers is included under
"Election of Directors"  and  "Executive  Officers" in the Company's  definitive
proxy  statement  for its 2001 Annual  Meeting of  Shareholders  to be filed not
later  than 120 days  after the end of the fiscal  year  covered by this  Annual
Report, and such information is incorporated herein by reference.

Information  with  respect to Section  16(a) of the  Securities  Exchange Act is
included under "Compliance with Section 16(a) of the Securities Exchange Act" in
the  Company's  definitive  proxy  statement  for its  2001  Annual  Meeting  of
Shareholders  to be filed not later  than 120 days  after the end of the  fiscal
year covered by this Annual Report, and such information is incorporated  herein
by reference.

ITEM 11.     EXECUTIVE COMPENSATION

Information with respect to executive  compensation is included under "Executive
Compensation"  in the Company's  definitive  proxy statement for its 2001 Annual
Meeting of Shareholders to be filed not later than 120 days after the end of the
fiscal year covered by this Annual Report,  and such information is incorporated
herein by reference.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information with respect to security  ownership of certain beneficial owners and
management is included under "Principal  Shareholders and Management  Ownership"
in the  Company's  definitive  proxy  statement  for its 2001 Annual  Meeting of
Shareholders  to be filed not later  than 120 days  after the end of the  fiscal
year covered by this Annual Report, and such information is incorporated  herein
by reference.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information with respect to certain relationships and related party transactions
is included  under  "Certain  Transactions"  in the Company's  definitive  proxy
statement for its 2001 Annual Meeting of Shareholders to be filed not later than
120 days after the end of the fiscal  year  covered by this Annual  Report,  and
such information is incorporated herein by reference.
                                       20
<PAGE>
ITEM 14.    EXHIBITS AND REPORTS ON FORM  8-K

(a)(1)   Financial Statements.  The Financial Statements are listed in the Index
to Consolidated Financial Statements on page F-1 of this Annual Report.

(a)(2)   Exhibits:

Exhibit Description

3.1      Restated Articles of Incorporation, as amended (1)

3.2      Restated Bylaws, as amended (1)

4.1      See Articles 3, 4 and 8 of Exhibit 3.1 and Articles 1, 2, 5, 6 and 7 of
         Exhibit 3.2

10.1*    Restated 1996 Stock Incentive Plan (4)

10.2     Form of Indemnification Agreement between the Company and its directors
         (4)

10.3     Form of Indemnification  Agreement between the Company and its officers
         (4)

10.4     Lease  between Obie  Industries  Incorporated  and the  Company,  dated
         November 12, 1996 (1)

10.5     Amendment,  dated  July 15,  1997,  to  lease  agreement  between  Obie
         Industries Incorporated and the Company (2)

10.6     Restated  and Amended  Loan  Agreement,  dated as of September 1, 1998,
         among the Company, Obie Media Limited,  Philbin & Coine, Inc., and U.S.
         Bank National Association, and related documents (4)

10.7     Amendment to Loan Agreement, dated January 3, 2000

10.8     Stock Purchase Agreement among Registrant and Philbin & Coine, Inc. and
         Wayne P. Schur dated August 25, 1998 (3)

10.9*    Employment Agreement,  dated September 1, 1998, between the Company and
         Wayne P. Schur (4)

10.10*   Amendment to Wayne P. Schur employment agreement

10.11*   Non-Qualified Stock Option Agreement,  dated September 1, 1998, between
         the Company and Wayne P. Schur(4)

10.12    Settlement  Offer  Letter  dated  September  25,  1998 from  Tri-County
         Metropolitan Transportation District of Oregon to Registrant, signed by
         the Registrant indicating acceptance (5)

20.1     Portions of the Definitive  Proxy Statement for the 2000 Annual Meeting
         of Shareholders to be held on April 21, 2000 (6)

21.1     List of Subsidiaries (4)

23.1     Consent of Arthur Andersen LLP, Independent Public Accountants

----------

*Management Contract or Compensatory Plan or Arrangement.

                                       21
<PAGE>
(1)  Incorporated herein by reference from the Company's  Registration Statement
     on Form SB-2 (Registration No. 333-5728-LA), declared effective on November
     21, 1996.

(2)  Incorporated by reference to the Company's Annual Report on Form 10-KSB for
     the year ended November 30, 1997 filed February 27, 1998.

(3)  Incorporated  by reference to the  Company's  Form 8-K filed  September 14,
     1998.

(4)  Incorporated by reference to the Company's Annual Report on Form 10-KSB for
     the year ended November 30, 1998 filed March 1, 1999.

(5)  Incorporated by reference to the Company's  Registration  Statement on Form
     S-1 (Registration No. 333-79367), declared effective on August 10, 1999.

(6)  To be filed with the  Securities  and Exchange  Commission  within 120 days
     after the end of the fiscal year covered by this report.

Upon  written  request  to  Brian  B.  Obie,  CEO and  President  of Obie  Media
Corporation,  4211 West 11th  Avenue,  Eugene,  OR 97402,  shareholders  will be
furnished a copy of any exhibit, upon payment of $.25 per page, which represents
the Company's reasonable expense in furnishing the exhibit requested.

(b) Reports on Form 8-K. Obie Media filed one report on Form 8-K during the 2000
fiscal year; that report was filed on October 11, 2000 announcing  third quarter
earnings.


SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

OBIE MEDIA CORPORATION

Dated:   February 27, 2001          By/s/ Brian B. Obie
                                      ----------------------
                                      Brian B. Obie, Chairman, President
                                      and Chief Executive Officer

In accordance  with the  Securities  Exchange Act of 1934,  this report has been
signed below by the  following  persons on behalf of the  Registrant  and in the
capacities and on the dates indicated.

                                    PRINCIPAL EXECUTIVE OFFICER AND
                                    DIRECTOR:

Dated:   February 27, 2001          By/s/ Brian B. Obie
                                      ----------------------
                                      Brian B. Obie, Chairman, President
                                      and Chief Executive Officer



                                    PRINCIPAL FINANCIAL AND ACCOUNTING
                                    OFFICER:

Dated:   February 27, 2001          By/s/ Gary F. Livesay
                                      ----------------------
                                      Gary F. Livesay,
                                      Chief Financial Officer

                                       22
<PAGE>
                                    DIRECTORS:

Dated:   February 27, 2001          By/s/ Delores M. Mord
                                      ----------------------
                                      Delores M. Mord, Director

Dated:   February 27, 2001          By/s/ Randall C. Pape'
                                      ----------------------
                                      Randall C. Pape, Director

Dated:   February 27, 2001          By/s/ Stephan A. Wendell
                                      ----------------------
                                      Stephen A. Wendell, Director

Dated:   February 27, 2001          By/s/ Richard C. Williams
                                      ----------------------
                                      Richard C. Williams, Director

Dated:   February 27, 2001          By/s/ Wayne P. Schur
                                      ----------------------
                                      Wayne P. Schur, Director



































                                       23
<PAGE>

EXHIBIT INDEX

Exhibit*
-------

23.1     Consent of Arthur Andersen LLP, Independent Public Accountants

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

* See Item 13(a)(2) of this Annual Report for a list of all exhibits,  including
those incorporated by reference.












































                                       24
<PAGE>

                             OBIE MEDIA CORPORATION

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS




Report of Independent Public Accountants                                 F-2

Consolidated Balance Sheet as of November 30, 2000 and 1999              F-3

Consolidated Statements of Income for the years ended
         November 30, 2000, 1999 and 1998                                F-4

Consolidated Statements of Changes in Shareholders'Equity
         (Deficit) for the years ended November 30, 2000, 1999 and 1998  F-5

Consolidated Statements of Cash Flows for the years ended
         November 30, 2000, 1999 and 1998                                F-6

Notes to Consolidated Financial Statements                               F-8



















<PAGE>
Report of Independent Public Accountants

To the Board of Directors and Shareholders
of Obie Media Corporation:

We have audited the accompanying consolidated balance sheets of Obie Media
Corporation (an Oregon corporation) and subsidiaries as of November 30, 2000 and
1999, and the related consolidated statements of income, changes in
shareholders' equity and cash flows for each of the three years in the period
ended November 30, 2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Obie Media Corporation and
subsidiaries as of November 30, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
November 30, 2000 in conformity with accounting principles generally accepted in
the United States.


                                                         ARTHUR ANDERSEN LLP
                                                         /s/Arthur Andersen LLP


Portland, Oregon
February 19, 2001


                                      F-2
<PAGE>
Obie Media Corporation
<TABLE>
<CAPTION>
Consolidated Balance Sheets
As of November 30, 2000 and 1999

                                     ASSETS
                                                                                    2000            1999
CURRENT ASSETS:
<S>                                                                             <C>            <C>
   Cash                                                                         $     634,633  $      34,224
   Accounts receivable, net of allowance for doubtful accounts of $598,403 and
     $359,850, respectively                                                        11,174,866      8,715,044
   Prepaid expenses and other current assets                                        4,837,954      2,375,237
   Deferred income taxes                                                              419,258        959,427
                                                                                -------------  -------------
                  Total current assets                                             17,066,711     12,083,932

PROPERTY AND EQUIPMENT, net                                                        16,770,943     12,837,224

OTHER ASSETS:
   Goodwill, net                                                                    6,423,335      7,183,581
   Other assets, net                                                                  577,066        599,464
                                                                                -------------  -------------
                                                                                $  40,838,055  $  32,704,201
                                                                                =============  =============

                                            LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current portion of long-term debt                                            $     200,888  $   1,743,718
   Line of credit                                                                           -      2,505,534
   Accounts payable                                                                 1,979,305        999,894
   Accrued expenses                                                                 1,623,581      2,085,357
   Income taxes payable                                                               497,504        443,916
   Deferred revenue                                                                 2,221,423      1,610,855
                                                                                -------------  -------------
                  Total current liabilities                                         6,522,701      9,389,274

DEFERRED INCOME TAXES                                                               1,360,392        995,407

LONG-TERM DEBT, less current portion                                               13,694,941      4,919,353
                                                                                -------------  -------------
                  Total liabilities                                                21,578,034     15,304,034

MINORITY INTEREST IN SUBSIDIARY                                                        35,424         35,424

COMMITMENTS (Note 8)

SHAREHOLDERS' EQUITY:
   Preferred stock, without par value, 10,000,000 shares authorized, no shares
     issued and outstanding                                                                 -              -
   Common stock, without par value; 20,000,000 shares authorized, 5,896,232
     and 5,855,244 shares issued and outstanding, respectively                     16,960,365     16,657,650
   Options issued for common stock                                                    211,763        211,763
   Note receivable                                                                    (59,895)             -
   Foreign currency translation                                                        (2,203)          (993)
   Retained earnings                                                                2,114,567        496,323
                                                                                -------------  -------------
                  Total shareholders' equity                                       19,224,597     17,364,743
                                                                                -------------  -------------
                                                                                $  40,838,055  $  32,704,201
                                                                                =============  =============
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.

                                      F-3
<PAGE>
Obie Media Corporation
<TABLE>
<CAPTION>
Consolidated Statements of Income
For the Years Ended November 30, 2000, 1999 and 1998



                                            2000            1999            1998

REVENUES:
<S>                                       <C>             <C>             <C>
   Outdoor advertising                    $ 6,710,996     $ 5,942,294     $ 5,796,230
   Transit advertising                     44,614,802      34,523,332      19,421,970
                                           ----------      ----------      ----------
       Gross Revenues                      51,325,798      40,465,626      25,218,200
   Less- Agency commissions                (4,669,561)     (4,005,600)     (2,500,455)
                                           ----------      ----------      ----------
                  Net revenues             46,656,237      36,460,026      22,717,745

OPERATING EXPENSES:
   Direct advertising expenses             33,961,087      26,438,100      14,792,952
   General and administrative               6,882,450       4,676,977       3,628,028
   Depreciation and amortization            1,870,630       1,512,890         935,545
   Start-up costs                             115,632         668,200         106,375
   Contract settlement                              -      (1,077,469)              -
                                           ----------      ----------      ----------
                  Operating income          3,826,438       4,241,328       3,254,845

INTEREST EXPENSE                            1,120,976         942,316         776,001
                                           ----------      ----------      ----------
INCOME BEFORE INCOME TAXES                  2,705,462       3,299,012       2,478,844

PROVISION FOR INCOME TAXES                  1,087,218       1,286,615         977,665
                                           ----------      ----------      ----------
NET INCOME                                $ 1,618,244     $ 2,012,397     $ 1,501,179
                                           ==========      ==========      ==========

BASIC NET INCOME PER SHARE                $       .27     $       .40     $       .32
                                           ==========      ==========      ==========

DILUTED NET INCOME PER SHARE              $       .27     $       .39     $       .32
                                           ==========      ==========      ==========

</TABLE>



The accompanying notes are an integral part of these consolidated statements.









                                       F-4
<PAGE>

Obie Media Corporation
<TABLE>
<CAPTION>
Consolidated Statements of Changes in Shareholders' Equity
For the Years Ended November 30, 2000, 1999 and 1998

                                                                           Options           Cumulative     Retained
                                                                         Issued for  Note       Other       Earnings
                                                        Common Stock        Common  Receiv- Comprehensive (Accumulated
                                                      Shares     Amount     Stock    able       Loss         Deficit)      Total
                                                    --------- ----------- -------- -------- ------------- ------------  -----------
<S>                                                 <C>       <C>         <C>      <C>       <C>          <C>           <C>
BALANCE, November 30, 1997                          4,665,137 $ 6,173,967 $      - $      -  $       -    $(2,378,073)  $ 3,795,894
   Issuance of common stock for benefit plan and
     stock option exercises                            22,196     127,788        -        -          -              -       127,788
   Issuance of common stock for the acquisition
     of business                                       60,500     512,500        -        -          -              -       512,500
   Purchase of property from related party in excess
     of net book value                                      -           -        -        -          -       (639,180)     (639,180)
   Options issued for common stock for the
     acquisition of business                                -           -  211,763        -          -              -       211,763
   Income tax benefit of nonqualified stock option
     exercises                                              -      36,798        -        -          -              -        36,798
   Net income                                               -           -        -        -          -      1,501,179     1,501,179
                                                    --------- ----------- -------- -------- ------------- ------------  -----------
BALANCE, November 30, 1998                          4,747,833   6,851,053  211,763        -          -     (1,516,074)    5,546,742
   Issuance of common stock for benefit plan and
     stock option exercises                             7,434     102,149        -        -          -              -       102,149
   Issuance of common stock for public offering,
     net of expenses                                1,100,000   9,704,745        -        -          -              -     9,704,745
   Purchase of fractional shares                          (23)       (297)       -        -          -              -          (297)
   Foreign currency translation                             -           -        -        -       (993)             -          (993)
   Net income                                               -           -        -        -          -      2,012,397     2,012,397
                                                    --------- ----------- -------- -------- ------------- ------------  -----------
BALANCE, November 30, 1999                          5,855,244  16,657,650  211,763        -       (993)       496,323    17,364,743
   Issuance of common stock for benefit plan and
     stock option exercises                            41,060     250,880        -  (59,895)         -              -       190,985
   Additional expenses for public offering                  -      (1,837)       -        -          -              -        (1,837)
   Purchase of fractional shares                          (72)       (763)       -        -          -              -          (763)
   Foreign currency translation                             -           -        -        -     (1,210)             -        (1,210)
   Income tax benefit of nonqualified stock option
     exercises                                              -      54,435        -        -          -              -        54,435
   Net income                                               -           -        -        -          -      1,618,244     1,618,244
                                                    --------- ----------- -------- -------- ------------- ------------  -----------
BALANCE, November 30, 2000                          5,896,232 $16,960,365 $211,763 $(59,895) $  (2,203)    $2,114,567   $19,224,597
                                                    ========= =========== ======== ======== ============= ============  ===========
</TABLE>


The accompanying notes are an integral part of these consolidated statements.

                                      F-5
<PAGE>
Obie Media Corporation
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
For the Years Ended November 30, 2000, 1999 and 1998


                                                                                     2000           1999           1998
CASH FLOWS FROM OPERATING ACTIVITIES:                                            -------------  -------------  -------------
<S>                                                                              <C>            <C>            <C>
   Net income                                                                    $   1,618,244  $   2,012,397  $   1,501,179
   Adjustments to reconcile net income to net cash provided by operating
     activities-
       Depreciation and amortization                                                 1,870,630      1,512,890        935,545
       Contract settlement                                                                   -       (527,469)             -
       Deferred income taxes                                                           905,154         11,310        499,359
       Income tax benefit of nonqualified stock option exercises                        54,435              -         36,798
       Change in assets and liabilities net of effect of acquisition:
         Increase in-
           Accounts receivable                                                      (2,459,822)    (1,995,826)    (2,759,773)
           Prepaid expenses and other assets                                        (2,462,717)      (967,558)      (231,977)
         Increase (decrease) in-
           Accounts payable                                                            979,411        219,626        337,735
           Accrued expenses                                                           (370,616)      (522,778)       927,378
           Income taxes payable                                                         53,588        144,826        299,090
           Deferred revenue                                                            610,568        363,385        230,859
                                                                                 -------------  -------------  -------------
                  Net cash provided by operating activities                            798,875        250,803      1,776,193

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures, net                                                        (5,230,048)    (3,196,166)    (1,679,981)
   Acquisition of business, net of cash acquired                                             -              -     (6,288,846)
   Other investing activities                                                          (30,769)       (69,219)       (36,259)
                                                                                 -------------  -------------  -------------
                  Net cash used in investing activities                             (5,260,817)    (3,265,385)    (8,005,086)
                                                                                 -------------  -------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock for offering                                       -     11,000,000              -
   Costs to issue common stock                                                          (1,837)    (1,077,243)       (43,012)
   Proceeds from issuance of common stock for options                                   99,825         16,221         55,885
   Net borrowings on lines of credit                                                 2,705,717      1,090,657        672,013
   Checks outstanding in excess of cash deposits                                             -              -       (173,611)
   Proceeds from long-term debt                                                      4,000,000              -      7,000,000
   Net payments on long-term debt                                                   (1,739,381)    (8,298,600)      (886,871)
   Payments of debt issuance costs                                                           -         (7,079)       (69,371)
   Other financing activities                                                             (763)          (297)             -
                                                                                 -------------  -------------  -------------
                  Net cash provided by financing activities                          5,063,561      2,723,659      6,555,033
                                                                                 -------------  -------------  -------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                 (1,210)          (993)             -

NET INCREASE (DECREASE) IN CASH                                                        600,409       (291,916)       326,140

CASH, beginning of period                                                               34,224        326,140              -
                                                                                 -------------  -------------  -------------
CASH, end of period                                                              $     634,633  $      34,224  $     326,140
                                                                                 =============  =============  =============


                                                                                                                 (Continued)
                                      F-6

<PAGE>
Obie Media Corporation

Consolidated Statements of Cash Flows
For the Years Ended November 30, 2000, 1999 and 1998 (Continued)


                                                                                       2000          1999           1998
                                                                                 -------------  -------------  -------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Issuance of stock to employee benefit plan                                      $     91,160  $      85,928  $      71,903
   Note payable issued to acquire outdoor advertising structures                               -        96,000        698,000
   Issuance of common stock and stock options for the acquisition of business                  -             -        724,263
   Issuance (reduction) of note payable for the acquisition of business                 (339,112)            -      1,500,000
   Issuance of common stock for note receivable                                           59,895             -              -
   Costs associated with financing activities                                                  -       175,000        131,855
   Interest capitalized                                                                   12,895        14,886         14,104

CASH PAID FOR INTEREST                                                                 1,042,172       921,998        850,626

CASH PAID FOR TAXES                                                                       74,305     1,130,479        138,216


</TABLE>

The accompanying notes are an integral part of these consolidated statements.

                                      F-7
<PAGE>
Obie Media Corporation

Notes to Consolidated Financial Statements
November 30, 2000 and 1999



1.     Summary of Significant Accounting Policies
       ------------------------------------------

Company

Obie Media Corporation (the Company) is a full service out-of-home advertising
company which markets advertising space primarily on transit vehicles and
outdoor advertising displays (billboards and wallscapes). At November 30, 2000,
the Company had 39 exclusive agreements with transit districts in the United
States and Canada to operate transit advertising displays. These transit
districts are located in, among other advertising markets: Dallas; Portland,
Oregon; Cleveland; Sacramento; Hartford; Ft. Lauderdale; Cincinnati, St. Louis
and Vancouver, British Columbia. The Company also operates and generally owns
advertising displays on billboards and walls primarily located in Washington,
Oregon, California, Montana and Idaho.

On August 16, 1999, the Company completed a secondary offering of 1,100,000
shares of its common stock, raising $9,702,908, net of expenses of $1,297,092.
The net proceeds were used primarily to reduce previously outstanding debt.

Philbin & Coine, Inc. Acquisition

On September 1, 1998, the Company acquired all of the outstanding stock of
Philbin & Coine, Inc., a New York corporation doing business as P&C Media (P&C)
in exchange for 60,500 newly issued shares of the Company's common stock valued
at $512,500, stock options for 30,250 shares of the Company's common stock
valued at $211,763 (Note 7), cash of approximately $6,024,000, a note for
$1,500,000 (Note 5) and incurred fees and expenses of $191,497. Additionally,
subject to certain performance contingencies in the purchase agreement, the
Company would be required to issue up to an additional 90,750 shares of the
Company's common stock to the former P&C shareholder in future years. As of
November 30, 2000, the first year for evaluating certain performance
contingencies, it was determined that such performance contingencies were not
achieved. As a result of the shortfall, none of the 90,750 shares will be issued
to the former P&C shareholder. Additionally, $339,112 is due from the former P&C
shareholder, under the purchase agreement, as a result of the shortfall
determined by the performance contingencies. Accordingly, the Company has
adjusted the original purchase price and the note payable in the accompanying
consolidated balance sheets. Additional adjustments could occur in fiscal 2001
depending upon P&C's performance.

Included in accounts receivable in the accompanying balance sheets at November
30, 1999 is a receivable from the former shareholder of P&C for approximately
$76,000, which related to the acquisition of P&C.

The transaction has been accounted for as a purchase with the excess of the
purchase price over the fair value (which approximated historical carrying
value) of the net assets acquired allocated to goodwill. The operations of P&C
have been included in the accompanying financial statements since the date of
acquisition.

A summary of the net assets acquired follows:

Working capital                                    $     408,123
Property and equipment                                   273,564
Other assets                                              11,680
Intangibles                                            7,822,393
                                                   -------------
                                                   $   8,515,760
                                                   =============




                                      F-8
<PAGE>
The following unaudited pro forma consolidated results of operations for the
year ended November 30, 1998, have been prepared as if the acquisition of P&C
had occurred as of the beginning of fiscal year 1998:

Net revenue                                  $28,197,250
Operating income                               2,847,366
Net income                                     1,054,648
Net income per share-
   Basic                                     $       .22
   Diluted                                           .22

These pro forma results are not necessarily indicative of what actually would
have occurred had the acquisition been completed as of the beginning of each of
the periods presented, nor are they necessarily indicative of the results that
will be obtained in the future.

Basis of Presentation

The consolidated financial statements include the Company, its wholly owned
subsidiary, Obie Media Limited, and its 50% owned subsidiary, OB Walls, Inc. All
significant intercompany accounts and transactions between the Company and its
subsidiaries have been eliminated in consolidation.

Foreign Currency Translation

The financial statements of the Company's foreign subsidiary, Obie Media
Limited, are translated into United States dollars using exchange rates at the
balance sheet date for assets and liabilities, and average exchange rates for
the period for revenues and expenses. The effect of the foreign currency
translation was insignificant for the years ended November 30, 2000, 1999 and
1998.

Use of Estimates

The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Revenue Recognition

The Company has contracts to provide future advertising to its customers.
Advertising revenue is recognized ratably over the period the advertising is
displayed. Payments received and amounts billed for advertising revenue in
advance of display are deferred. Costs incurred for the production and
installation of displays for advertising, which are paid for by the customer
ratably over the term of the advertising contract and are specifically
recoverable in the event the related contract is canceled, are deferred and
recognized as expense as the related revenue is recognized over the life of the
respective contracts.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of cash and accounts receivable. The Company
places its cash with high credit quality financial institutions. Concentrations
of credit risk with respect to accounts receivable are not significant due to
the large number of customers, and their dispersion across different industries
and geographic areas.






                                      F-9
<PAGE>
At November 30, 2000, the Company had agreements with 39 transit districts.
Customers advertising on transit vehicles owned by the seven largest transit
districts of Dallas; Portland, Oregon; British Columbia; Cleveland; St. Louis,
Sacramento and Cincinnati represented approximately 64.0 percent of the
Company's total net revenues for the year ended November 30, 2000. No single
advertising customer represented 10 percent or more of the Company's revenues
for any of the periods presented in the accompanying financial statements.

Transit agreements range from one to five years and are subject to renewal
either at the discretion of the transit district or upon the mutual agreement of
the Company and the transit district. Generally, these agreements require the
Company to pay the transit district the greater of a percentage of the related
advertising revenues, net of the advertising production charges, or a guaranteed
minimum amount (Notes 8 and 11).

Fair Value of Financial Instruments

The Company's financial instruments consist of cash, accounts receivable,
accounts payable, accrued expenses and debt instruments. At November 30, 2000
and 1999, the fair value of the Company's financial instruments are estimated to
be equal to their reported carrying value. The carrying value of long-term debt
approximates fair value. The resulting estimates of fair value require
subjective judgments and are approximations. Changes in the methodologies and
assumptions could significantly affect the estimates.

Property and Equipment

Property and equipment are stated at cost. Depreciation is provided on the
straight-line method over the estimated useful lives. Additions and
improvements, including interest incurred during construction, are capitalized.
Normal repairs and maintenance are expensed as incurred. The cost and
accumulated depreciation of assets sold or otherwise retired are removed from
the accounts and the resulting gain or loss is recognized.

Goodwill and Other Long-Lived Assets

Goodwill resulting from the P&C acquisition is being amortized over 15 years
using the straight-line method and is net of accumulated amortization of
$1,172,550 and $651,416 at November 30, 2000 and 1999, respectively. Goodwill
and other long-lived assets are periodically evaluated when facts and
circumstances indicate that the value of such assets may be impaired.
Evaluations are based on undiscounted projected earnings. If the valuation
indicates that undiscounted earnings are insufficient to recover the recorded
assets, then the projected earnings are discounted to determine the revised
carrying value and a write-down for the difference is recorded.

Other assets include loan costs, which are stated at cost and amortized over the
life of the loan.

Income Taxes

The Company uses the liability method to record deferred tax assets and
liabilities that are based on the difference between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes. These
temporary differences result from the use of different accounting methods for
financial statement and tax reporting purposes.

Earnings Per Share

Basic earnings per share (EPS) and diluted EPS are computed using the methods
prescribed by Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings per Share." Basic EPS is calculated using the weighted average number
of common shares outstanding for the period and diluted EPS is calculated using
the weighted average number of common shares and dilutive common equivalent
shares outstanding. Such amounts have been retroactively adjusted to reflect the
11-for-10 stock split which occurred in November 1998 and the 11-for-10 stock
split which occurred in November 1999 (Note 7).




                                      F-10
<PAGE>
Following is a reconciliation of basic EPS and diluted EPS:
<TABLE>
<CAPTION>
                                                  Year Ended November 30, 2000
                                            ----------------------------------------
                                                                           Per Share
                                               Income         Shares         Amount
                                            ----------     ---------       ---------
<S>                                         <C>            <C>             <C>
Basic EPS-
   Income available to common shareholders  $1,618,244     5,884,666         $0.27
Effect of dilutive Securities-
   Stock options                                     -        41,256
                                            ----------     ---------
Diluted EPS-
   Income available to common shareholders  $1,618,244     5,925,922         $0.27
                                             =========     =========


                                                  Year Ended November 30, 1999
                                            ----------------------------------------
                                                                           Per Share
                                               Income         Shares         Amount
                                            ----------     ---------       ---------
Basic EPS-
   Income available to common shareholders  $2,012,397     5,089,486         $0.40
Effect of dilutive securities-
   Stock options                                     -        91,504
                                            ----------     ---------
Diluted EPS-
   Income available to common shareholders  $2,012,397     5,180,990         $0.39
                                            ==========     =========


                                                  Year Ended November 30, 1998
                                            ----------------------------------------
                                                                           Per Share
                                               Income         Shares         Amount
                                            ----------     ---------       ---------
Basic EPS-
   Income available to common shareholders  $1,501,179     4,689,659         $0.32
Effect of dilutive securities-
   Stock options                                     -        65,166
                                            ----------     ---------
Diluted EPS-
   Income available to common shareholders  $1,501,179     4,754,825         $0.32
                                             =========      =========
</TABLE>

At November 30, 2000, 1999 and 1998, the Company had options covering 174,833
and 75,593 and 44,721 shares, respectively, of the Company's common stock that
were not considered in the respective diluted EPS calculations since they would
have been antidilutive.

Comprehensive Income

In June 1997, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 130 "Reporting Comprehensive Income" (SFAS
130). This statement establishes standards for reporting and displaying
comprehensive income and its components in a full set of general-purpose
financial statements. The objective of SFAS 130 is to report a measure of all
changes in equity of an enterprise that result from transactions and other
economic events of the period other than transactions with owners. The Company
adopted SFAS 130 during the first quarter of fiscal 1999. Comprehensive income
does not materially differ from currently reported net income in the periods
presented.

                                      F-11
<PAGE>
Segment Reporting

Effective in its fiscal year ending November 30, 1999, the Company adopted
Statement of Financial Accounting Standards No. 131 "Disclosures about Segments
of an Enterprise and Related Information" (SFAS 131). SFAS 131 changes current
practice under SFAS 14 by establishing a new framework on which to base segment
reporting (referred to as the "management" approach) and also requires interim
reporting of segment information. Based upon definitions contained within SFAS
131, the Company has determined that it operates in one segment.

Recent Accounting Pronouncements

In June 2000, the FASB issued Statement of Financial Accounting Standards No.
138, "Accounting for Certain Derivative Instruments and Hedging Activities - an
amendment of FASB Statement No. 133" (SFAS 138). In June 1999, the FASB issued
Statement of Financial Accounting Standards No. 137, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 137). SFAS 133 and SFAS 138 establish
accounting and reporting standards for all derivative instruments. SFAS 133 and
SFAS 138 are effective for fiscal years beginning after June 15, 2000. The
company currently has no derivative instruments and, therefore, does not expect
the adoption of SFAS 133 and SFAS 138 will have any material impact on the
Company's financial position or results of operations.

Reclassifications

Certain amounts previously reported in the 1999 and 1998 financial statements
have been reclassified to conform to the 2000 financial statement
classifications.

2.     Prepaid Expenses and Other Current Assets
       -----------------------------------------

Prepaid expenses and other current assets consist of the following:

                                                         November 30,
                                                 ----------------------------
                                                      2000           1999
                                                 -------------  -------------
           Prepaid commissions                   $   1,174,303  $           -
           Prepaid leases                              468,249        384,593
           Transit advertising production costs      1,811,217      1,041,430
           Other                                     1,384,185        949,214
                                                 -------------  -------------
                                                 $   4,837,954  $   2,375,237
                                                 =============  =============


3.     Property and Equipment
       ----------------------

Property and equipment consist of the following:
<TABLE>
<CAPTION>

                                                      November 30,
                                             ------------------------------
                                                  2000            1999       Asset Lives
                                             --------------  --------------  -----------
<S>                                          <C>             <C>                <C>
            Outdoor advertising structures   $   17,777,092  $   13,835,142     20 years
            Other equipment and leaseholds        5,382,211       4,173,827   5-20 years
                                             --------------  --------------
                                                 23,159,303      18,008,969
            Less- Accumulated depreciation        6,388,360       5,171,745
                                             --------------  --------------
                                             $   16,770,943  $   12,837,224
                                             ==============  ==============
</TABLE>



                                      F-12
<PAGE>
4.     Accrued Expenses
       ----------------

Accrued expenses consist of the following:
                                                          November 30,
                                                   ---------------------------
                                                        2000          1999
                                                   ------------- -------------
            Transit district fees                  $  1,071,254  $     819,283
            Payroll and related items                    528,941       592,788
            Other                                         23,386       674,286
                                                   ------------- -------------
                                                   $  1,623,581  $   2,085,357
                                                   ============= =============

5.     Financing Arrangements
       ----------------------
<TABLE>
<CAPTION>
Long-term debt consists of the following:

                                                                                        November 30,
                                                                                   ----------------------
                                                                                      2000        1999
                                                                                   ----------  ----------
<S>                                                                                <C>         <C>
Term loan with U.S. Bank National Association (U.S. Bank), payable in monthly
   installments, with interest to be based, at the Company's option, partially
   at the London Inter-Bank Offering rate (LIBOR) plus 2% (8.615% at November
   30, 2000) and the remainder at U.S.
   Bank's prime rate plus .5% (10.00% at November 30, 2000)                        $3,508,333  $4,500,000
Bridge loan payable to U.S. Bank, due November 30, 2000 (see discussion below),
   with interest to be based, at the Company's option, partially at the London
   Inter-Bank Offering rate (LIBOR) plus 2% (8.615% at November 30, 2000) and
   the remainder at U.S.
   Bank's prime rate plus .5% (10.00% at November 30, 2000)                         4,000,000           -
Note payable to U.S. Bank, as described below                                         475,357     575,071
Note payable to former shareholder of P&C in certain
   installment payments plus interest at 6%, due January 1, 2003 (Note 1)             660,888   1,500,000
Note payable in monthly payments of $4,000 plus interest at 8%, due September
   2001                                                                                40,000      88,000
                                                                                   ----------  ----------
                                                                                    8,684,578   6,663,071
Less- Current portion                                                                 200,888   1,743,718
                                                                                   ----------  ----------
                                                                                   $8,483,690  $4,919,353
                                                                                   ==========  ==========
</TABLE>


On August 1, 1998, the Company received a $698,000 loan from U.S. Bank, which
was used to pay a note due to an affiliated partnership (Note 8). The loan is
payable in monthly installments of $8,310 through July 15, 2005, with interest
to be based, at the Company's option, partially at LIBOR plus 2 percent (8.615
percent at November 30, 2000) and the remainder at U.S. Bank's prime rate plus
 .5 percent (10.00 percent at November 30, 2000). The loan is collateralized by
substantially all of the Company's assets.

The Company also has a $6,000,000 operating line of credit with U.S. Bank. The
interest rate is at U.S. Bank's prime rate (9.50 percent at November 30, 2000)
and the line is collateralized by receivables, equipment, inventory and contract
rights. The outstanding balance on this line of credit at November 30, 2000 and
1999, was $5,211,251 and $2,505,534, respectively.




                                      F-13
<PAGE>
Subsequent to November 30, 2000, the Company and U.S. Bank agreed on a new
financing arrangement. The arrangement includes a $16 million term loan revolver
and a $6 million working capital revolver, each bearing interest on terms
similar to currently outstanding loans with U.S. Bank. The term loan revolver
will be used to refinance all existing bank debt, including the line-of-credit,
and will not be subject to any principal payments until fiscal 2002. As a
result, the Company has reflected all of its debt due to banks as long-term as
of November 30, 2000.

The aggregate principal payments due on the above debt subsequent to November
30, 2000, after giving effect to the refinancing, are:

       Fiscal Year Ending
         November 30,
       ------------------
             2001               $   200,888
             2002                   250,000
             2003                 2,044,941
             2004                 2,600,000
             2005                 3,200,000
          Thereafter              5,600,000
                                -----------
                                $13,895,829
                                ===========

The Company was in compliance with all loan covenants at November 30, 2000.

6.     Income Taxes

For the year ended November 30, 2000, the provision for income taxes included a
current provision of $182,064 and a deferred provision of $905,154. For the year
ended November 30, 1999, the provision for income taxes included a current
provision of $1,275,305 and a deferred provision of $11,310. For the year ended
November 30, 1998, the provision for income taxes included a current provision
of $478,306 and a deferred provision of $499,359.

The tax effects of temporary differences that give rise to deferred tax assets
and liabilities are as follows:

                                                             November 30,
                                                     --------------------------
                                                         2000           1999
                                                     -----------  -------------
Current deferred tax assets:
   Deferred revenue                                  $ 1,129,329  $     851,800
   Allowance for doubtful accounts                       239,361        115,142
   Accrued expenses and other                             92,576         59,244
                                                     -----------  -------------
                  Total current deferred tax assets    1,461,266      1,026,186

Current deferred tax liabilities:
   Prepaid fees and other                             (1,042,008)       (66,759)
                                                     -----------  -------------
                  Net current deferred tax assets    $   419,258  $     959,427
                                                     ===========  =============

Noncurrent deferred tax liabilities:
   Property and equipment                            $ 1,360,392  $     995,407
                                                     ===========  =============


                                      F-14
<PAGE>
Income tax expense for the years ended November 30, 2000, 1999 and 1998 differs
from the amounts computed by applying the U.S. federal income tax rate of 34
percent to pretax income, as follows:

                                                                Year Ended
                                                               November 30,
                                                            -------------------
                                                            2000   1999    1998
                                                            ----   ----    ----
Statutory federal income tax rate                           34.0%  34.0%   34.0%
Increase in income taxes resulting from-
   State and local taxes, net of federal income tax benefit  4.4    4.0     4.6
   Other differences, net                                    1.8    1.0     0.8
                                                            ----   ----    ----
                  Actual income tax expense                 40.2%  39.0%   39.4%
                                                            ====   ====   =====


7.     Shareholders' Equity
       --------------------

The Company's Restated Articles of Incorporation authorize the issuance of up to
20,000,000 shares of common stock and 10,000,000 shares of preferred stock
issuable in series (Preferred Stock).

In November 1998, the Company declared an 11-for-10 stock split for shareholders
of record on November 21, 1998. In October 1999, the Company declared an
11-for-10 stock split for shareholders of record on November 21, 1999.

Preferred Stock

The Board of Directors is authorized, without further shareholder authorization,
to issue Preferred Stock in one or more series and to fix the terms and
provisions of each series, including dividend rights and preferences, conversion
rights, voting rights, redemption rights and rights on liquidation, including
preferences over common stock.

Common Stock

Holders of common stock are entitled to one vote per share on all matters
requiring shareholder vote. Holders of common stock are entitled to receive
dividends when and as declared by the Board of Directors out of any funds
lawfully available therefor, and, in the event of liquidation or distribution of
assets, are entitled to participate ratably in the distribution of such assets
remaining after payment of liabilities, in each case subject to any preferential
rights granted to any series of Preferred Stock that may then be outstanding.

Stock Options

On September 1, 1998, the Company granted nonstatutory stock options to the
former shareholder of P&C, as part of the acquisition of P&C (Note 1),
exercisable for 151,250 shares of the Company's common stock. Additionally, as
part of the acquisition, the Company granted nonstatutory stock options to the
legal counsel of the P&C shareholder exercisable for 12,100 shares of the
Company's common stock. Of the 163,350 stock options granted, 30,250 were
exercisable on the date of grant at an exercise price of $7.20 per share, and
included in the purchase price for the acquisition of P&C (Note 1). The
remaining 121,000 options granted to the former shareholder of P&C are
exercisable in 30,250 increments on the annual anniversary dates of the
Company's employment agreement signed with the former P&C shareholder, subject
to the former P&C shareholder's employment with the Company.



                                      F-15
<PAGE>
In addition, on October 2, 1996 (amended April 21, 2000), the Company's Board of
Directors and shareholders adopted the 1996 Stock Incentive Plan (the Plan),
which provides for the issuance of 399,300 shares of common stock pursuant to
Incentive Stock Options (ISOs), Nonqualified Stock Options (NSOs), stock bonuses
and stock sales to employees, directors and consultants of the Company. During
the year ended November 30, 2000, the Company reserved an additional 150,000
shares of the Company's common stock for the issuance of stock options under the
Plan. ISOs may be issued only to employees of the Company and will have a
maximum term of ten years from the date of grant. The exercise price for ISOs
may not be less than 100% of the fair market value of the common stock at the
time of the grant, and the aggregate fair market value (as determined at the
time of the grant) of shares issuable upon the exercise of ISOs for the first
time in any one calendar year may not exceed $100,000. In the case of ISOs
granted to holders of more than 10% of the voting power of the Company, the
exercise price may not be less than 110% of the fair market value of the common
stock at the time of the grant, and the term of the option may not exceed five
years. NSOs may be granted at not less than 85% of the fair market value of the
common stock at the date of grant. Options become exercisable in whole or in
part from time to time as determined by the Board of Directors' Compensation
Committee, which administers the Plan. Activity under the Plan is summarized as
follows:


                                                                  Weighted
                                    Shares            Shares       Average
                                 Available for    Subject to      Exercise
                                     Grant          Options        Price
                                 ----------       ----------      --------
BALANCES, November 30, 1997         224,273          175,027      $  5.08
   Options granted                  (79,365)          79,365        10.22
   Options canceled                  30,608          (30,608)        6.83
   Options exercised                      -          (13,709)        5.02
                                 ----------       ----------
BALANCES, November 30, 1998         175,516          210,075         6.77
   Options granted                 (106,281)         106,281        12.27
   Options canceled                  38,358          (38,358)       11.45
   Options exercised                      -           (1,629)        6.01
                                 ----------       ----------
BALANCES, November 30, 1999         107,593          276,369         8.24
   Additional shares provided       150,000                -             -
   Options granted                 (241,490)         241,490         9.29
   Options canceled                  58,429          (58,429)        9.42
   Options exercised                      -          (31,944)        5.00
                                 ----------       ----------
BALANCES, November 30, 2000          74,532          427,486         9.15
                                    =======           ======

Statement of Financial Accounting Standards No. 123

During 1995, the Financial Accounting Standards Board issued SFAS 123, which
defines a fair value based method of accounting for employee stock options and
similar equity instruments and encourages all entities to adopt that method of
accounting for all of their employee stock compensation plans. However, it also
allows an entity to continue to measure compensation cost for those plans using
the method of accounting prescribed by APB 25. Entities electing to continue to
use the accounting treatment in APB 25 must make pro forma disclosures of net
income and, if presented, earnings per share, as if the fair value based method
of accounting defined in SFAS 123 had been adopted.









                                      F-16
<PAGE>
The Company has elected to account for its stock-based compensation plans under
APB 25; however, the Company has computed, for pro forma disclosure purposes,
the value of all options granted during the years ended November 30, 2000, 1999
and 1998 using the Black-Scholes option pricing model as prescribed by SFAS 123
using the following weighted average assumptions for grants:

                                        Year Ended November 30,
                                   ----------------------------------
                                    2000          1999         1998
                                   -------       -------      -------
Risk-free interest rate              6.25%         5.50%        6.00%
Expected dividend yield                 0%            0%           0%
Expected lives                     6 years       6 years      6 years
Expected volatility                 66.43%        72.00%       53.11%


Using the Black-Scholes methodology, the total value of options granted during
the years ended November 30, 2000, 1999 and 1998 was $1,470,878, $895,367 and
$482,453, respectively, which would be amortized on a pro forma basis over the
vesting period of the options (typically five years). The weighted average per
share fair value of options granted during the years ended November 30, 2000,
1999 and 1998 was $6.09, $8.42, and $6.08, respectively. If the Company had
accounted for its stock-based compensation plans in accordance with SFAS 123,
the Company's net income and net income per share would approximate the pro
forma disclosures below:
<TABLE>
<CAPTION>

                                               Year Ended November 30,
                      -----------------------------------------------------------------------
                                2000                     1999                   1998
                      ----------------------   ----------------------  ----------------------
                          As                        As                      As
                       Reported   Pro Forma     Reported   Pro Forma    Reported   Pro Forma
                      ----------  ----------   ----------  ----------  ----------  ----------
<S>                   <C>         <C>          <C>         <C>         <C>         <C>
Net income            $1,618,244  $1,295,509   $2,012,397  $1,795,246  $1,501,179  $1,396,956

Basic net income        $0.27        $0.22        $0.40       $0.34       $0.32       $0.28
  per share

Diluted net income per  $0.27        $0.22        $0.39       $0.34       $0.32       $0.28
  share
</TABLE>

The effects of applying SFAS 123 in this pro forma disclosure are not indicative
of future amounts. SFAS 123 does not apply to awards prior to January 1, 1995,
and additional awards are anticipated in future years.

The following table summarizes information about stock options outstanding at
November 30, 2000:

                   Options Outstanding                Options Exercisable
--------------------------------------------------- -------------------------
                                Weighted
                   Number       Average    Weighted     Number       Weighted
   Range of    Outstanding at  Remaining   Average  Exercisable at    Average
   Exercise     November 30,  Contractual  Exercise  November 30,    Exercise
    Prices          2000      Life - Years  Price        2000          Price

$ 5.00 -  5.68       99,827        7.3     $  5.15        93,704      $  5.13
  6.01 -  7.20      143,143        7.9        7.17        84,288         7.19
  8.00 -  9.35      218,877        9.4        8.60        59,710         8.74
 10.63 - 10.97       38,300        9.4       10.89         9,420        10.84
 11.48 - 12.60       58,346        9.9       11.52         8,756        11.58
 13.81 - 14.89       45,653        8.7       14.86             -           -
--------------   ----------      ------    --------  -----------    ---------
$ 5.00 - 14.89      604,146        8.7     $  8.59       255,878      $  7.08
 ============        ======       ===       =====         ======      ======





                                      F-17
<PAGE>
At November 30, 1999 and 1998, 155,847 and 84,288 options were exercisable at a
weighted average exercise price of $6.34 and $5.82 per share, respectively.

8.     Commitments and Certain Related-Party Transactions
       --------------------------------------------------

Transit Agreements

Certain transit agreements require the Company to remit to the transit district
the greater of a percentage of the related advertising revenues or a guaranteed
minimum amount. At November 30, 2000 future guaranteed minimum payments under
the transit agreements are as follows:

       Fiscal Year Ending
          November 30,
       ------------------
              2001                 $23,280,944
              2002                  18,723,533
              2003                  16,613,441
              2004                  11,722,234
              2005                   3,507,036
           Thereafter                   75,000

Operating Leases

The Company leased outdoor advertising structures from an affiliated
partnership. The lease agreement required monthly payments of a minimum base
rent plus additional rent equal to 5 percent of the gross revenues derived from
advertising displayed on the structures. Minimum base rent payments were $8,500
per month through December 1996, and increased to $9,000 per month for the
following calendar year. The lease expired December 31, 1997. Total lease
expense pursuant to this lease was $17,981 for the year ended November 30, 1998.

In December 1997, the Company exercised its option to purchase the property
discussed above at a purchase price of $698,000. In accordance with generally
accepted accounting principles, the Company recorded only the book value carried
on the books of the affiliated partnership at the date of purchase. The
difference between the net book value of these assets and the purchase price was
recorded as a charge to the Company's accumulated deficit.

The Company also rents office and production space from affiliates. Such rents
totaled $268,262, $180,311 and $171,096 for the years ended November 30, 2000,
1999 and 1998, respectively.

The Company leases parcels of property beneath outdoor advertising structures.
These leases are generally for a term of up to ten years, with two five-year
renewal options at the Company's discretion. The Company also leases facilities
for sales, service and installation for its operating offices. Total rent
expense pursuant to these leases was $1,665,334, $1,338,141 and $1,073,074 for
the years ended November 30, 2000, 1999 and 1998, respectively.

At November 30, 2000, future minimum lease payments for all operating leases
described above are as follows:

       Fiscal Year Ending
          November 30,
       ------------------
             2001               $   939,183
             2002                   755,391
             2003                   660,437
             2004                   537,672
             2005                   405,413
          Thereafter                683,870




                                      F-18
<PAGE>
9.     Employee Benefit Plan
       ---------------------

Substantially all of the Company's employees who have met vesting requirements
participate in a defined contribution benefit plan that provides for
discretionary annual contributions by the Company. During the years ended
November 30, 2000, 1999 and 1998, the Company accrued $0, $100,000 and $86,304,
respectively, as a contribution to the plan. In 2000, the Company paid the 1999
accrued contribution through a contribution of 9,116 shares of its common stock
to the Plan and the balance in cash. In 1999, the Company paid the 1998 accrued
contribution through a contribution of 5,643 shares of its common stock to the
Plan and the balance in cash.

10.    Geographic Information
       ----------------------

For geographic information, net revenues are allocated between the United States
and Canada, depending on whether the advertising contracts are to customers
within the United States or located outside the United States. Long-lived assets
outside the United States were immaterial for all periods presented.

                                    Years Ended November 30,
                         ----------------------------------------------
                              2000            1999            1998
                         --------------  --------------  --------------
     Canada              $    7,778,061  $    5,275,211  $    1,518,643
     United States           38,878,176      31,184,815      21,199,102
                         --------------  --------------  --------------
                         $   46,656,237  $   36,460,026  $   22,717,745
                             ==========      ==========      ==========


11.    Contract Settlement
       -------------------

The Company had a contract to provide advertising sales services to the
Tri-County Metropolitan Transit District (Tri-Met) in Portland, Oregon, which,
by its terms, was scheduled to expire in June 2001. The Company originally began
serving Tri-Met in January 1994, pursuant to a five-year agreement, which was
later extended for an additional two years. The Federal Transit Administration
(FTA), which provides substantial monies to transit districts, has taken the
position that transit advertising contracts may not exceed five years in length.
At the request of the FTA, Tri-Met and the Company agreed that the Company's
agreement with Tri-Met was to terminate on June 30, 1999 and in December 1998
entered into an agreement to compensate the Company for early termination of the
existing contract. The total amount of the contract settlement was $1,077,469
and is included as an offset in operating expenses in the accompanying
consolidated statements of income for the year ended November 30, 1999.

In anticipation of the termination of the Company's transit district agreement,
Tri-Met solicited proposals for the operation of the Portland transit district.
In September 1999, the Company began a new contract with Tri-Met.







                                      F-19