EXHIBIT 10.1

                                OBIE MEDIA CORPORATION
                          RESTATED 1996 STOCK INCENTIVE PLAN

                Adopted by the Board of Directors and Sole Shareholder
                                  on October 2, 1996

                 (Includes Amendments Approved by Board of Directors
                                Through July 8, 1998)


                                     I.  PURPOSE

          The purpose of the Plan is to provide a means by which selected
Employees, Directors and Consultants may be given an opportunity to acquire
stock of the Company.  The Company, by means of the Plan, seeks to retain the
services of persons who are currently Employees, Directors or Consultants, to
secure and retain the services of new Employees, Directors and Consultants, and
to provide incentives for such persons to exert maximum efforts for the success
of the Company.  Accordingly, the Plan provides for granting Incentive Stock
Options, Nonqualified Stock Options, Stock Bonuses, and Sales of Stock or any
combination of the foregoing, as is best suited to the circumstances of the
particular person as provided herein.

                                   II.  DEFINITIONS

          The following definitions shall be applicable throughout the Plan
unless specifically modified by any paragraph:

               a.    "1934 ACT" means the Securities Exchange Act of 1934, as
     amended and in effect from time to time, or any successor statute.

               b.    "AWARD" means, individually or collectively, any Option,
     Stock Bonus or Sale of Stock.

               c.    "BOARD" means the Board of Directors of Obie Media
     Corporation.

               d.    "CODE" means the Internal Revenue Code of 1986, as amended
     and in effect from time to time, or any successor statute.  Reference in
     the Plan to any section


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     of the Code shall be deemed to include any amendments or successor
     provisions to any  such section.

               e.    "COMMITTEE" means not less than two members of the Board
     who are selected by the Board as provided in Paragraph A of Article IV.

               f.    "COMMON STOCK" means the shares of Common Stock of the
     Company, without par value.

               g.    "COMPANY" means Obie Media Corporation.

               h.    "CONSULTANT" means any person engaged by the Company or a
     Subsidiary to render services and who does not render such services as an
     Employee or Director.

               i.    "DIRECTOR" means an individual elected to the Board by the
     shareholders of the Company or by the Board under applicable corporate law
     who is serving on the Board on the date the Plan is adopted by the Board or
     is elected to the Board after such date.  

               j.    "DISABILITY" means the condition of being permanently
     "disabled" within the meaning of Section 22(e)(3) of the Code, namely being
     unable to engage in any substantial gainful activity by reason of any
     medically determinable physical or mental impairment which can be expected
     to result in death or which has lasted or can be expected to last for a
     continuous period of not less than 12 months.

               k.    "EMPLOYEE" means any person (including a Director) in an
     employment relationship with the Company or a Subsidiary. 



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               l.    "FAIR MARKET VALUE" means, as of any specified date:

                     (i)  If the Common Stock is listed on any established
          stock exchange, its fair market value shall be the closing sale price
          of the Common Stock (or the average of the closing bid and asked
          prices, if no sales were reported), as quoted on such exchange (or the
          exchange with the greatest volume of trading in Common Stock) on the
          business day preceding the date of such determination, as reported in
          The Wall Street Journal or such other source as the Committee deems
          reliable; or

                     (ii)  If the Common Stock is quoted on the National
          Association of Securities Dealers, Inc. Automated Quotation (Nasdaq)
          System, its fair market value shall be the average of the closing bid
          and asked prices for the Common Stock on the business day preceding
          the date of such determination, as reported in The Wall Street Journal
          or such other source as the Committee deems reliable; or

                     (iii)  In the absence of an established market for the
          Common Stock, the fair market value thereof shall be determined in
          good faith by the Committee in such manner as it deems appropriate.

               m.    "HOLDER" means an Employee, Consultant or a Director who
     has been granted an Award, and any assignee or transferee of such person as
     permitted under the Plan.  For purposes of Section G of Article VII, if an
     Option has been transferred as permitted under the Plan, "Holder" shall
     refer to the Employee, Consultant or Director who was granted the Award and
     shall not refer to that person's assignee or transferor.

               n.    "INCENTIVE STOCK OPTION" means an incentive stock option
     within the meaning of Section 422 of the Code.

               o.    "NONEMPLOYEE DIRECTOR" means a Nonemployee Director as
     defined in Rule 16b-3(b)(3)(i).  Solely for purposes of determining
     eligibility for any stock incentive program for Nonemployee Directors,
     "Nonemployee Director" means a


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     director who is not an Employee on the date the Award is granted and has
     not been an Employee during the prior two years.

               p.    "NONQUALIFIED STOCK OPTION" means a stock option other
     than an Incentive Stock Option.

               q.    "OPTION" means an Award described in Article VII of the
     Plan.

               r.    "OPTION AGREEMENT" means a written agreement between the
     Company and a Holder with respect to an Option.

               s.    "PLAN" means the Restated 1996 Stock Incentive Plan of
     Obie Media Corporation, as set forth herein and as it may be hereafter
     amended from time to time.

               t.    "RULE 16b-3" means Rule 16b-3 promulgated by the
     Securities and Exchange Commission under the 1934 Act, as such may be
     amended from time to time, and any successor rule, regulation or statute
     fulfilling the same or similar function.

               u.    "SALE OF STOCK" means any sale of stock as provided in
     Article IX.

               v.    "STOCK BONUS" means an Award described in Article VIII.

               w.    "STOCK BONUS AGREEMENT" means a written agreement between
     the Company and a Holder with respect to a Stock Bonus.

               x.    "STOCK SALE AGREEMENT" means a written agreement between
     the Company and a Holder with respect to a Sale of Stock.

               y.    "SUBSIDIARY" means a "subsidiary corporation," whether now
     or hereafter existing, as defined in Section 424(f) of the Code; namely,
     any corporation in


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     which the Company directly or indirectly controls 50 percent or more of the
     total combined voting power of all classes of stock having voting power.

                    III.  EFFECTIVE DATE AND DURATION OF THE PLAN

          The Plan shall be effective as of October 2, 1996, the date of its
adoption by the Board, subject to its ratification and approval by the
shareholders of Obie Media Corporation on or before October 1, 1997.  Until the
Plan has been approved by shareholders, any Awards made under the Plan shall be
conditioned upon such approval.  No Awards may be granted under the Plan after
October 1, 2006.  The Plan shall remain in effect until all Awards granted under
the Plan have been satisfied or expired.

                                 IV.  ADMINISTRATION

          A.   COMPOSITION OF COMMITTEE.  The Plan shall be administered by a
committee which shall (i) be appointed by the Board and (ii) consist of two or
more Nonemployee Directors.  If a Committee is not appointed by the Board, the
Plan shall be administered by the Board and all references in the Plan to a
Committee shall mean and refer to the Board.

          B.   AUTHORITY OF THE COMMITTEE.  Subject to the provisions of the
Plan, the Committee shall have sole authority, in its discretion, to determine:
(i) which Employees, Directors and Consultants shall receive Awards; (ii) the
time or times when Awards shall be granted; (iii) the type or types of Awards to
be granted; and (iv) the number of shares of Common Stock which may be issued
under each Award.  In making such determinations, the Committee may take into
account the nature of the services rendered by the respective individuals, their
present and potential contribution to the success of the Company, and such other
factors as the Committee in its discretion shall deem relevant.  The Committee
shall also have such additional powers as are delegated to it by the Plan. 
Subject to the express provisions of the Plan, the Committee is authorized to
construe the Plan and the respective agreements executed hereunder, to prescribe
such rules and regulations relating to the Plan as it may deem advisable to
carry out the Plan, and to determine the terms, restrictions and provisions of
each Award, including such terms, restrictions and provisions as shall be
requisite in the judgment of the Committee to cause designated Options to
qualify as Incentive Stock Options, and to make


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all other determinations necessary or advisable for administering the Plan.  The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in any agreement relating to an Award in the manner and to the
extent it shall deem expedient to carry the Award into effect.  The
determinations of the Committee on the matters referred to in this Article IV
shall be conclusive.

          C.   LIABILITY OF COMMITTEE MEMBERS.  No member of the Committee shall
be liable for any action or determination made in good faith with respect to the
Plan or any Award.

          D.   COSTS OF PLAN.  The costs and expenses of administering the Plan
shall be borne by the Company.

                                   V.  ELIGIBILITY

          Employees, Directors and Consultants are eligible to receive Options,
Stock Bonuses and Sales of Stock; PROVIDED, HOWEVER, only Employees are eligible
to receive Incentive Stock Options.  Any Award may be granted on more than one
occasion to the same person, and may include an Incentive Stock Option, a
Nonqualified Stock Option, a Stock Bonus, a Sale of Stock or any combination
thereof.

                           VI.  SHARES SUBJECT TO THE PLAN

          A.   AGGREGATE NUMBER OF SHARES.  Subject to Article X, the aggregate
number of shares of Common Stock that may be issued under the Plan shall not
exceed 300,000 shares.  Shares shall be deemed to have been issued under the
Plan only (i) to the extent actually issued and delivered pursuant to an Award,
or (ii) to the extent an Award is settled in cash.  To the extent that an Award
lapses or the rights of its Holder terminate, any shares of Common Stock subject
to such Award shall again be available for the grant of an Award under the Plan.

          B.   STOCK OFFERED.  The stock to be offered pursuant to the grant of
any Award may be authorized but unissued Common Stock or Common Stock previously
issued and outstanding and reacquired by the Company.


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<PAGE>

                                    VII.  OPTIONS

          A.   OPTION PERIOD.  The term of each Option shall be as specified by
the Committee at the date of grant, except that no Incentive Stock Option shall
be exercisable after the expiration of 10 years from the date of grant of such
Incentive Stock Option and no Nonqualified Stock Option shall be exercisable
after the expiration of 15 years from the date of grant of such Nonqualified
Stock Option.

          B.   LIMITATIONS ON EXERCISE OF OPTION.  An Option shall be
exercisable in whole or in such installments and at such times as determined by
the Committee.

          C.   SPECIAL LIMITATIONS ON INCENTIVE STOCK OPTIONS.  To the extent
that the aggregate Fair Market Value (determined at the time the respective
Incentive Stock Option is granted) of Common Stock with respect to which
Incentive Stock Options granted are exercisable for the first time by an
individual during any calendar year under all incentive stock option plans of
the Company exceeds $100,000, such Incentive Stock Options shall be treated as
Nonqualified Stock Options.  The Committee shall determine, in accordance with
applicable provisions of the Code, Treasury Regulations and other administrative
pronouncements, which of a Holder's Options will not constitute Incentive Stock
Options because of such limitation and shall notify the Holder of such
determination as soon as practicable after such determination.  No Incentive
Stock Option shall be granted to an individual if, at the time the Option is
granted, such individual owns stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company, unless (i) at the
time such Option is granted the exercise price is at least 110 percent of the
Fair Market Value of the Common Stock subject to the Option and (ii) such Option
by its terms is not exercisable after the expiration of five years from the date
of grant.

          D.   SEPARATE STOCK CERTIFICATES.  Separate stock certificates shall
be issued by the Company for those shares acquired pursuant to the exercise of
an Incentive Stock Option and for those shares acquired pursuant to the exercise
of a Nonqualified Stock Option.


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<PAGE>

          E.   OPTION AGREEMENT.  Each Option shall be evidenced by an Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify an Incentive Stock Option
under Section 422 of the Code.  An Option Agreement may provide for the payment
of the exercise price, in whole or in part, by the delivery of a number of
shares of Common Stock (plus cash if necessary) having a Fair Market Value (as
of the exercise date of the Option) equal to such exercise price.  Moreover, an
Option Agreement may provide for a "cashless exercise" of the Option by
establishing procedures whereby the Holder, by a properly executed written
notice, directs: (i) an immediate market sale or margin loan respecting all or a
part of the shares of Common Stock to which the Holder is entitled upon exercise
of the Option; (ii) the delivery of the shares of Common Stock from the Company
directly to a brokerage firm; and (iii) the delivery of the exercise price from
sale or margin loan proceeds from the brokerage firm directly to the Company. 
Such Option Agreement may also include, without limitation, provisions relating
to: (a) vesting of Options; (b) tax matters (including provisions covering any
applicable employee wage withholding requirements); and (c) any other matters
not inconsistent with the terms and provisions of this Plan that the Committee
shall in its sole discretion determine.  The terms and conditions of the Option
Agreements need not be identical.

          F.   EXERCISE PRICE AND PAYMENT.  The price at which a share of Common
Stock may be purchased upon exercise of an Option shall be determined by the
Committee, but such exercise price:  (i) if the Option is an Incentive Stock
Option, shall not be less than the Fair Market Value of a share of Common Stock
on the date such Option is granted; (ii) if the Option is a Nonqualified Option,
shall be not less than 85 percent of the Fair Market Value of a share of Common
Stock on the date such Option is granted; and (iii) shall be subject to
adjustment as provided in Article X.  An Option or portion thereof may be
exercised by delivery of an irrevocable notice of exercise to the Company.  The
exercise price of an Option or portion thereof shall be paid in full in the
manner prescribed by the Committee.

          G.   TERMINATION OF EMPLOYMENT OR SERVICE.

               1.    In the event the employment or service of a Holder of an
     Option by the Company terminates for any reason other than because of
     Disability or death, such


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     Option may be exercised at any time prior to the expiration date of the
     Option or the expiration of three months after the date of such
     termination, whichever is the shorter period, but only if and to the extent
     the Holder was entitled to exercise the Option at the date of such
     termination.

               2.    In the event the employment or service of a Holder of an
     Option by the Company terminates because of Disability, such Option may be
     exercised at any time prior to the expiration date of the Option or the
     expiration of one year after the date of such termination, whichever is the
     shorter period, but only if and to the extent the Holder was entitled to
     exercise the Option at the date of such termination.

               3.    In the event of the death of a Holder of an Option while
     employed by or providing service to the Company, such Option may be
     exercised at any time prior to the expiration date of the Option or the
     expiration of one year after the date of such death, whichever is the
     shorter period, but only if and to the extent the Holder was entitled to
     exercise the Option on the date of death.  An Incentive Stock Option may be
     exercised only by the person or persons to whom such Holder's rights under
     the Option shall pass by the Holder's will or by the laws of descent and
     distribution of the state or country of domicile at the time of death.  

               4.    The Committee, at the time of grant or at any time
     thereafter, may extend the three-month and one-year post-termination
     exercise periods any length of time not later than the original expiration
     date of the Option, and may increase the portion of the Option that is
     exercisable, subject to such terms and conditions as the Committee may
     determine.

               5.    To the extent that the Option of any deceased Holder or of
     any Holder whose employment or service terminates is not exercised within
     the applicable period, all further rights to purchase Common Stock pursuant
     to such Option shall cease and terminate.

          H.   RIGHTS AS A SHAREHOLDER.  The Holder of an Option under the Plan
shall have no rights as a shareholder with respect to the Common Stock subject
to such Option until


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the date of issue to the Holder of a stock certificate for such shares.  Except
as otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date occurs prior to the date
such stock certificate is issued.

          I.   OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER
CORPORATIONS.  Options may be granted under the Plan from time to time in
substitution for stock options held by individuals employed by corporations who
become Employees as a result of a merger or consolidation of the employing
corporation with the Company, or the acquisition by the Company of the assets of
the employing corporation, or the acquisition by the Company of stock of the
employing corporation with the result that such employing corporation becomes a
Subsidiary.

                                  VIII.  STOCK BONUS

          A.   STOCK BONUSES.  The Committee may award shares of Common Stock
under the Plan as Stock Bonuses.  The Committee may not require the recipient to
pay any monetary consideration other than cash necessary to satisfy any
applicable federal, state or local tax withholding requirements.  

          B.   STOCK BONUS AGREEMENT.  Shares awarded as a Stock Bonus shall be
subject to such terms, conditions and restrictions as shall be determined by the
Committee.  At the time any Stock Bonus is granted under this Article VIII, the
Company and the Holder shall enter into a Stock Bonus Agreement setting forth
any terms, conditions and restrictions applicable to the Stock Bonus.  The terms
and provisions of the respective Stock Bonus Agreements need not be identical.

                                  IX.  SALE OF STOCK

          A.   SALES OF STOCK.  The Committee may sell shares of Common Stock
under the Plan for such consideration (including promissory notes and services)
as determined by the Committee, PROVIDED, that in no event shall the
consideration be less than 85 percent of the Fair Market Value of the Common
Stock at the time of issuance.  The consideration to be paid for shares sold
under this Article IX to persons possessing more than 10 percent of the total


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combined voting power of all classes of stock of the Company or of a Subsidiary
shall not be less than 100 percent of the Fair Market Value of the Common Stock
at the time of issuance.

          B.   STOCK SALE AGREEMENT.  Shares sold under this Article IX shall be
subject to the terms, conditions and restrictions determined by the Committee. 
At the time any Award is granted under this Article IX, the Company and the
Holder shall enter into a Stock Sale Agreement setting forth the terms,
conditions and restrictions applicable to the Sale of Stock.  The terms and
provisions of the respective Stock Sale Agreements need not be identical.

          C.   OTHER TERMS AND CONDITIONS.  The Company may require any
purchaser of stock to pay to the Company in cash upon demand amounts necessary
to satisfy any applicable federal, state or local tax withholding requirements.


                           X.  CHANGES IN CAPITAL STRUCTURE

          A.   If the outstanding Common Stock is hereafter increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another corporation by reason of any
reorganization, merger, consolidation, plan of exchange, recapitalization,
reclassification, stock split-up, combination of shares or dividend payable in
shares, appropriate adjustment shall be made by the Committee in the number and
kind of shares available for Awards.  In addition, the Committee shall make
appropriate adjustment in the number and kind of shares as to which outstanding
Options, or portions thereof then unexercised, shall be exercisable, the
exercise price of such outstanding Options and all other matters deemed
appropriate by the Committee, so that the Holder's proportionate interest before
and after the occurrence of the event is maintained.  Notwithstanding the
foregoing, the Committee shall have no obligation to effect any adjustment that
would or might result in the issuance of fractional shares, and any fractional
shares resulting from any adjustment may be disregarded or provided for in any
manner determined by the Committee.  Any such adjustment made by the Committee
shall be conclusive.  Any adjustment provided for in this Paragraph A of Article
X shall be subject to any required shareholder action.  In the event of
dissolution of the Company or a merger, consolidation, plan of exchange or
similar transaction affecting the Company, in lieu of providing for Options as
provided above in this Paragraph A of Article X or in lieu of having the Options
continue unchanged, the Committee may, in its sole discretion,


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provide a 30-day period prior to such event during which Holders shall have the
right to exercise Options in whole or in part without any limitation on
exercisability and upon the expiration of such 30-day period all unexercised
Options shall immediately terminate.

          B.   The existence of the Plan and the Awards granted hereunder shall
not affect in any way the right or power of the Board or the shareholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of debt or equity securities senior to
or affecting Common Stock or the rights thereof, the dissolution or liquidation
of the Company, or any sale, lease, exchange or other disposition of all or any
part of its assets or business or any other corporate act or proceeding.

          C.   Except as hereinbefore expressly provided, the issuance by the
Company of shares of stock of any class or securities convertible into shares of
stock of any class, for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, and in any case whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Common Stock subject to Awards previously granted or the
exercise price per share, if applicable.

                      XI.  AMENDMENT AND TERMINATION OF THE PLAN

          The Board in its discretion may terminate the Plan at any time with
respect to any shares for which Awards have not previously been granted.  The
Board shall have the right to alter or amend the Plan or any part thereof from
time to time; PROVIDED, that no change in any Award previously granted may be
made which would impair the rights of the Holder without the consent of the
Holder.

                                 XII.  MISCELLANEOUS

          A.   NO RIGHT TO AN AWARD.  Neither the adoption of the Plan by the
Company nor any action of the Board or the Committee shall be deemed to give an
Employee, a Consultant or a Director any right to be granted an Award or any of
the rights hereunder except as may be


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evidenced by an Award or by an Option Agreement, Stock Bonus Agreement or Stock
Sale Agreement duly executed on behalf of the Company, and then only to the
extent and on the terms and conditions expressly set forth therein.

          B.   NO EMPLOYMENT RIGHTS CONFERRED.  Nothing in the Plan shall (i)
confer upon any Employee any right with respect to continuation of employment
with the Company or (ii) interfere in any way with the right of the Company to
terminate the Employee's employment (or service as a Director, in accordance
with the Company's Restated Articles of Incorporation and applicable corporate
law, or service as a Consultant) at any time for any reason, with or without
cause.

          C.   OTHER LAWS; WITHHOLDING.  The Company shall not be obligated to
issue any Common Stock pursuant to any Award granted under the Plan at any time
when the shares covered by such Award have not been registered under the
Securities Act of 1933, as amended, and such other state and federal laws, rules
or regulations as the Company or the Committee deems applicable and, in the
opinion of legal counsel for the Company, there is no exemption from the
registration requirements of such laws, rules or regulations available for the
issuance and sale of such shares.  No fractional shares of Common Stock shall be
delivered, nor shall any cash be paid in lieu of fractional shares.  The Company
shall have the right to deduct in connection with all Awards any taxes required
by law to be withheld and to require any payments required to enable it to
satisfy its withholding obligations.  With the consent of the Committee, the
recipient of an Award may deliver shares of Common Stock to the Company to
satisfy any withholding obligation.

          D.   NO RESTRICTION ON CORPORATE ACTION.  Nothing contained in the
Plan shall be construed to prevent the Company from taking any corporate action
which is deemed by the Company to be appropriate or in its best interest,
whether or not such action would have an adverse effect on the Plan or any Award
granted under the Plan.  No Employee, Consultant, Director, Holder, beneficiary
or other person shall have any claim against the Company as a result of any such
action.


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          E.   RESTRICTIONS ON TRANSFER.

               1.    An Award shall not be transferable otherwise than by will
     or the laws of descent and distribution; PROVIDED, HOWEVER, that, with the
     consent of the Committee, which consent may be withheld in its sole
     discretion or conditioned on such requirements as the Committee shall deem
     appropriate, all or any portion of a Nonqualified Stock Option may be
     assigned or transferred to the optionee's immediate family (i.e., children,
     grandchildren, spouse, parents and siblings), to trusts for the benefit of
     the optionee's immediate family members, and pursuant to qualified domestic
     relations orders.  No consideration may be paid for the transfer of any
     Nonqualified Stock Option, and, after any permitted transfer, the
     Nonqualified Stock Option shall continue to be subject to the same terms
     and conditions as were applicable to it immediately prior to its transfer,
     except that: (i) subsequent transfers of transferred options shall be
     prohibited except by will or the laws of descent and distribution; (ii) for
     purposes of Section G of Article VII, the term "Holder" shall refer to the
     original optionee; (iii) the events of termination of employment specified
     in Section G of Article VII shall continue to be applied with respect to
     the original optionee, following which the Nonqualified Stock Option shall
     be exercisable by the transferee only to the extent, and for the periods
     specified in Section G of Article VII; and (iv) the original optionee shall
     remain subject to withholding taxes upon exercise of the Nonqualified Stock
     Option by the transferee.  Before permitting any transfer, the Committee
     may require the transferee to agree in writing to be bound by all other
     terms and conditions applicable to the Nonqualified Stock Option prior to
     its transfer.  

               2.    Incentive Stock Options may be exercisable during the
     lifetime of the optionee only by the optionee, or by the optionee's
     guardian or legal representative.

          F.   INFORMATION PROVIDED TO SHAREHOLDERS.  At least annually, the
Company shall provide to shareholders financial statements and management's
discussion and analysis of financial condition and results of operations.

          G.   STOCK CERTIFICATES.  The certificates representing shares awarded
under the Plan shall bear any legends required by the Committee.


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          H.   GOVERNING LAW.  To the extent that federal laws (such as the Code
and the federal securities laws) do not otherwise control, the Plan shall be
construed in accordance with the laws of the state of Oregon.

          I.   HEADINGS.  Headings contained in the Plan are for reference
purposes and shall not affect the meaning or interpretation of the Plan








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