U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form 10-Q

              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended              May 31, 2002
                               -------------------------------------------------

       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 For the transition period from ___________________to_________________________

                        Commission File Number 000-21623

                             OBIE MEDIA CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         OREGON                                              93-0966515
-------------------------------------------------------------------------------
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                          Identification No.)


4211 West 11th Ave., Eugene, Oregon                  97402
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

      541-686-8400                                       FAX 541-345-4339
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

Indicate by check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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 [ ].

     As of July 1, 2002, 5,908,577 shares of the issuer's common stock were
outstanding.
<PAGE>
                             OBIE MEDIA CORPORATION
                                    FORM 10-Q
                                      INDEX


PART I- FINANCIAL INFORMATION                                             Page
-----------------------------                                             ----

Item 1.  Financial Statements

   Consolidated Balance Sheets as of May 31, 2002 and November 30, 2001     2

   Consolidated Statements of Operations for the three month and six
            month periods ended May 31, 2002 and 2001                       3

   Consolidated Statement of Cash Flows for the six months
            ended May 31, 2002 and 2001                                     4

   Notes to Financial Statements                                            5

Item 2.  Management's Discussion and Analysis of Financial Condition and
            Results of Operations                                           8

Item 3.  Quantitative and Qualitative Disclosures about Market Risk         14


PART II - OTHER INFORMATION

Item 4.  Submission of Matters to Vote of Security Holders                  15

Item  6. Exhibits and Reports on Form 8-K                                   15
<PAGE>
OBIE MEDIA CORPORATION
                           Consolidated Balance Sheets

                                     ASSETS

                                                         May 31,   November 30,
                                                           2002        2001
                                                     (Unaudited)
                                                    -------------  ------------
CURRENT ASSETS:
    Cash                                              $ 2,410,908   $   404,473
    Accounts receivable, net                            8,571,250    11,828,554
    Prepaids and other current assets                   5,072,999     6,108,062
    Deferred income taxes                               1,781,671     1,781,671
                                                    -------------  ------------
        Total current assets                           17,836,828    20,122,760

Property and equipment, net                            16,384,766    16,603,760
Goodwill, net                                           5,432,616     5,683,805
Other assets                                              867,936       822,548
                                                    -------------  ------------
                                                      $40,522,146   $43,232,873
                                                    =============  ============




CURRENT LIABILITIES:
    Current portion of long-term debt                 $ 4,081,906   $   340,418
    Working capital revolver                            3,287,665     1,697,117
    Accounts payable                                      572,803     1,202,133
    Accrued transit fees                                2,154,981    10,295,314
    Accrued expenses                                      581,921       668,740
    Income taxes payable                                   45,266       286,197
    Unearned revenue                                      805,765     1,218,088
                                                    -------------  ------------
        Total current liabilities                      11,530,307    15,708,007

Deferred income taxes                                   1,461,432     1,461,432
Long-term debt, less current portion                   17,409,260    13,881,200
                                                    -------------  ------------
       Total liabilities                               30,400,999    31,050,639
                                                    -------------  ------------

Minority interest in subsidiary                            32,899        32,899
                                                    -------------  ------------

Shareholders' equity:
  Preferred stock, without par value, 10,000,000 shares
   authorized, no shares issued or outstanding
  Common stock, without par value; 20,000,000 shares
   Authorized, 5,908,577 shares issued and outstanding 17,272,128    17,272,128
  Foreign currency translation                             (7,550)       11,028
  Accumulated deficit                                  (7,176,330)   (5,133,821)
                                                    -------------  ------------
      Total shareholders' equity                       10,088,248    12,149,335
                                                    -------------  ------------
                                                      $40,522,146   $43,232,873
                                                    =============  ============

See accompanying notes

                                       2
<PAGE>
                             OBIE MEDIA CORPORATION
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>



                                                    Three Months Ended May 31,                Six Months Ended May 31,
                                                    --------------------------            -------------------------------
                                                     2002                2001                2002                2001
                                              -------------------  -----------------  -------------------  -----------------
<S>                                           <C>                   <C>                  <C>               <C>
REVENUES:
  Transit advertising                                $10,449,503        $16,871,405          $19,189,556        $27,788,630
  Outdoor advertising                                  1,735,677          1,887,214            3,690,378          3,654,487
                                              -------------------  -----------------  -------------------  -----------------
  Gross revenue                                       12,185,180         18,758,619           22,879,934         31,443,117
  Less - Agency commissions                            (855,752)        (1,911,562)          (1,421,480)        (2,872,528)
                                              -------------------  -----------------  -------------------  -----------------
      Net revenues                                    11,329,428         16,847,057           21,458,454         28,570,589

OPERATING EXPENSES:
   Production and installation                         1,539,592          1,623,650            3,374,857          3,050,517
  Transit and outdoor occupancy                        4,899,196         10,071,540            9,084,102         15,890,371
  Selling                                              2,583,203          2,485,062            5,241,254          5,184,606
  General and administrative                           1,993,096          2,156,744            4,073,821          4,212,020
  Start-up costs                                               -             27,979                    -            325,115
  Depreciation and amortization                          519,741            505,932            1,094,886            997,895
                                              -------------------  -----------------  -------------------  -----------------
      Operating loss                                   (205,400)           (23,850)          (1,410,466)        (1,089,935)

OTHER (INCOME) EXPENSE:
  Interest expense                                       316,148            375,921              632,043            658,991
                                              -------------------  -----------------  -------------------  -----------------
     Loss before income taxes                          (521,548)          (399,771)          (2,042,509)        (1,748,926)

INCOME TAX BENEFIT                                             -          (151,261)                    -          (699,926)
                                              -------------------  -----------------  -------------------  -----------------
NET LOSS                                              ($521,548)         ($248,510)         ($2,042,509)       ($1,049,000)
                                              ===================  =================  ===================  =================

Earnings (loss) per share:
    Basic                                                ($0.09)            ($0.04)              ($0.35)            ($0.18)
    Diluted                                              ($0.09)            ($0.04)              ($0.35)            ($0.18)

</TABLE>

See accompanying notes

                                       3
<PAGE>
                             OBIE MEDIA CORPORATION
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Six Months Ended May 31,
                                                          ------------------------
                                                             2002            2001
                                                        --------------  --------------
<S>                                                     <C>             <C>
Cash Flows From Operating Activities:
    Net loss                                             ($2,042,509)    ($1,049,000)
    Adjustments to reconcile net income to net cash
        used in operating activities:
          Depreciation and amortization                    1,094,886         997,895
          Changes in assets and liabilities:
              (Increase) decrease in:
                  Accounts receivable                      3,257,304      (3,914,489)
                  Prepaid and other assets                   989,675      (2,385,702)
              Increase (decrease) in:
                  Accounts payable                          (629,330)        139,413
                  Accrued expenses                        (2,785,058)      3,071,123
                                                        --------------  --------------
             Net cash used in operating activities          (115,032)     (3,140,760)
                                                        --------------  --------------

Cash Flows From Investing Activities:
    Capital expenditures                                    (633,288)     (1,270,089)
                                                        --------------  --------------
            Net cash used in investing activities           (633,288)     (1,270,089)
                                                        --------------  --------------

Cash Flows From Financing Activities:
    Net borrowing on line of credit                        1,590,548       3,229,544
    Borrowings of long-term debt                           1,300,000         700,000
    Payments on long-term debt                              (129,800)        (26,123)
                                                        --------------  --------------
            Net cash provided by financing activities      2,760,748       3,903,421
                                                        --------------  --------------

Effect of exchange rate changes on cash                       (5,993)           (461)

                                                        --------------  --------------
Net increase (decrease) in cash                            2,006,435        (507,889)
Cash, beginning of period                                    404,473         634,633
                                                        --------------  --------------
Cash, end of period                                       $2,410,908        $126,744
                                                        ==============  ==============
</TABLE>


See accompanying notes

                                       4
<PAGE>
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.       Basis of Presentation

         The  interim  financial  statements  have been  prepared  by Obie Media
Corporation  ("Obie  Media"or the  "Company,")  without audit. In the opinion of
management,   the  accompanying   unaudited  financial  statements  contain  all
adjustments necessary to present fairly the financial position of the Company as
of May 31, 2002 and November 30, 2001,  and the results of  operations  and cash
flows of the Company  for the three and six months  ended May 31, 2002 and 2001,
as  applicable.  The condensed  consolidated  financial  statements  include the
accounts of the Company and its  subsidiary,  and all  significant  intercompany
accounts and transactions have been eliminated in consolidation.

         Certain  information  and  footnote  disclosures  normally  included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have been condensed or omitted as permitted by rules and regulations
of the Securities and Exchange Commission.  The organization and business of the
Company,  accounting  policies followed by the Company and other information are
contained in the notes to the Company's  financial  statements  files as part of
the Company's  November 30, 2001 Form 10-K. This quarterly report should be read
in conjunction with such annual report.


2.       Transit Contract Modifications

         The Company has been in the process of restructuring its business model
regarding  transit fee  arrangements  with  transit  authorities.  Most  transit
arrangements  include a provision  that a certain  percentage of net revenues be
shared with the transit authorities (transit fees) on a revenue sharing basis (a
certain  percentage  to the transit  authorities,  the  balance  retained by the
Company),  but often with minimum payment requirements.  Agreements that contain
large minimum transit fee payment guarantees  significantly hinder the Company's
ability to manage its operating expenses in a weak economic environment.

         As of July 1, 2002, contracts (excluding the Chicago Transit Authority)
accounting for 42% of fiscal 2001 gross transit revenues,  had been successfully
renegotiated or rebid,  and contracts  accounting for an additional 14% of those
revenues are currently under negotiation.

3.       Contract Termination

         On  December  5, 2001 the  Company  received  notice  from the  Chicago
Transit   Authority  (CTA)  that  it  was  terminating  the  Company's   transit
advertising  agreement  effective as of that date.  The Company and the CTA have
been  disputing  settlement  of 2001  transit fees in light of the nature of the
early  termination  and a shortage of  advertising  space made  available to the
Company,  and the  parties  entered  into an  agreement  effective  June 1, 2002
resolving the issues.

         The agreed upon fee for the 2001  contract year has been settled at $17
million,  substantially less than the original contracted  guaranteed payment of
$21.8 million.  As of May 31, 2002,  approximately $7.5 million had been paid to
the CTA, and an additional $1.5 million was paid on June 1, 2002. The balance is
payable in substantially  equal monthly payments of $116,080 beginning June 2002
and ending May 2007,  with an  additional  $1.0 million  balloon  payment due in
December 2003. The monthly  payments are without  interest through May 2003, and
include a 5% interest charge  thereafter.  These periodic deferred payments have
been  valued  using a junior  unsecured  discount  rate of 15%,  resulting  in a
present value of $6.1 million,  which is included  within  long-term debt in the
accompanying  balance  sheet.  The  result is a  present  value of $15.1 for the
settlement.  The  cost  of the  settlement  is  covered  by  previous  accruals,
including  an accrual  which the  Company  established  in the third  quarter of
fiscal 2001.

4.       Debt Agreements

         The Company's  credit  arrangements  are with US Bank, which includes a
$14.8  million  term loan  revolver  maturing in February  2003 and a $6 million
working capital revolver,  which are  collateralized by substantially all of the
assets of the Company.  The term loan revolver limits decrease quarterly through
the maturity date.  Interest rates are at U.S.  Bank's prime rate plus 3.0%. The
effective  rate on the term loan and working  capital  revolvers at May 31, 2002
was 7.75%.  Amounts  outstanding  under the working capital revolver amounted to
$3,287,665 at May 31, 2002.

                                       5
<PAGE>
         The US Bank loan agreements contain certain  restrictive  covenants and
required  ratios.  As of May 31,  2002 the Company  was out of  compliance  with
certain  of the  ratios  and  covenants,  and the bank has  indicated  they will
provide a waiver of such violations.

         The Company has an arrangement with Travelers Casualty & Surety Company
of America ("Travelers"), to bond the CTA settlement as well as to provide other
bonds  required by the Company.  The Company and  Travelers  have entered into a
security  agreement  whereby  Travelers  maintains a second secured  position on
certain of the Company's assets,  subordinate to the security  arrangements with
US Bank or any other primary lender.

5.       Income taxes

         The benefit  from income  taxes for the three months ended May 31, 2002
and 2001 differs from the amounts  computed by applying the U.S.  federal income
tax rate of 34 percent to pretax income as follows:
                                                              Six Months ended
                                                                    May 31,
                                                             ------------------
                                                               2002       2001

   Statutory federal income tax rate                          (34.0%)    (34.0%)
   Increase in income taxes resulting from:
     State and local taxes, net of federal income tax benefit  (3.6%)     (4.4%)
     Net operating loss valuation allowance                    37.6%         -
     Other differences, net                                       -       (1.6%)
                                                             -------------------
              Actual income tax rate                            0.0%     (40.0%)
                                                             -------------------

         The  valuation  allowance  is related to operating  loss  carryforwards
which expire through 2022.


6.       Earnings Per Share

         Basic earnings per share (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.  The following is a reconciliation of the basic
and diluted shares used in the per share calculation:

                                       Three and six Months Ended
                                                May 31,
                                        -----------------------
                                            2002        2001
                                        ----------   ----------
Basic shares (weighted average)          5,908,577    5,896,232
Dilutive effect of stock options                -            -
                                        ----------   ----------
Diluted shares                           5,908,577    5,896,232
                                        ----------   ----------

At May 31, 2002 the Company had options  outstanding  covering 713,982 shares of
the  company's  common stock that were not  considered in the dilutive EPS since
they would have been antidilutive.


7.       Comprehensive Income

         In June 1997, the Financial Accounting Standards Board 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. Comprehensive
income did not  materially  differ from  reported net loss for the three and six
month periods ended May 31, 2002 and 2001.

                                       6
<PAGE>
8.       New  Accounting Pronouncements

         On June 30,  2001,  the FASB  issued  SFAS  142,  "Goodwill  and  Other
Intangible  Assets",  which  eliminates the  amortization  of goodwill and other
acquired  intangible  assets with  indefinite  economic  useful lives.  SFAS 142
requires an annual  impairment test of goodwill and other intangible assets that
are not  subject  to  amortization.  SFAS  142 is  effective  for  fiscal  years
beginning  after  December 15, 2001. The impact of adopting SFAS 142 has not yet
been determined.

         In October,  2001,  the FASB issued SFAS No. 144,  "Accounting  for the
Impairment  or  Disposal  of  Long-Lived   Assets"  which  supercedes   SGAF121,
"Accounting for the Impairment of Long-Lived Assets to be disposed of". SFAS 144
applies  to  all  long-lived  assets  (including  discontinued  operations)  and
consequently  amends  Accounting  Principles  Board  Opinion  No.  20 (APB  30),
"Reporting  Results of  Operations  -  Reporting  the  Effects of  Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events and Transactions".  SFAS 144 develops one accounting model for long-lived
assets that are to be disposed of by sale and requires  that they be measured at
the lower of book value or fair value,  less costs to sell.  Additionally,  SFAS
144 expands the scope of discontinued operations to include all components of an
entity with operations that (1) can be distinguished from the rest of the entity
and (2) will be  eliminated  from the  ongoing  operations  of the  entity  in a
disposal  transaction.  The  provisions  of this  Statement  are  effective  for
financial  statements  issued for fiscal years beginning after December 15, 2001
and  interim  periods  within  those  fiscal  years,   with  early   application
encouraged.  The Company  does not expect the impact of adopting  SFAS 144 to be
material.

9.       Reclassifications

         Certain  amounts  previously   reported  in  the  Company's   financial
statements  as of  November  30, 2001 have been  reclassified  to conform to the
current fiscal year presentation.


























                                       7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The  following  discussion  includes  certain  forward-looking  statements  that
involve a number of risks and uncertainties.  Obie's actual results could differ
materially  from the  forward-looking  statements.  Factors  that could cause or
contribute  to  such  differences   include:   failure  to  conclude   favorable
negotiations on pending transactions with existing transit agency partners or to
successfully assimilate expanded operations;  potential impairments of liquidity
or capital resources;  inability to generate sufficient  advertising revenues to
meet contractual guarantees; inability to renew existing lending arrangements as
they expire;  potential  for  cancellation  or  interruption  of contracts  with
governmental  agencies;  a further  decline in the demand for advertising in the
areas where we conduct our business,  or a deterioration of business  conditions
generally in those areas;  slower than  expected  acceptance  of our  innovative
display products; competitive factors, including increased competition and price
pressures; changes in the seasonality of our business; and changes in regulatory
or other external factors;  as well as those factors listed from time to time in
Obie's SEC reports, including, but not limited to, the factors discussed in this
quarterly report.  You should recognize that these  forward-looking  statements,
which speak only as of the date of this quarterly report,  reflect  management's
expectations  based on  information  available  as of that date;  you should not
construe our forward-looking statements as assurances of future performance.  We
do not intend to update our  forward-looking  statements  except as  required by
law.

Critical Accounting Policies and Estimates

         Management's Discussion and Analysis of Financial Condition and Results
of Operations  discusses Obie's consolidated  financial  statements,  which have
been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and the 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.  On an on-going  basis,  management  evaluates its
estimates and  judgements,  including  those related to bad debts,  valuation of
long-lived assets and goodwill, provision for transit contract losses and income
taxes.  Management  bases its estimates and judgements on historical  experience
and on various  other  factors  that are  believed  to be  reasonable  under the
circumstances,  the results of which form the basis for making  judgements about
the carrying values of assets and liabilities that are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions or conditions.

         Management believes the following critical accounting  policies,  among
others,  affect  its  more  significant  judgements  and  estimates  used in the
preparation of its consolidated financial statements.  Obie maintains allowances
for doubtful  accounts for estimated  losses resulting from the inability of its
customers  to make  required  payments.  If the  financial  condition  of Obie's
customers  were to  deteriorate,  resulting in an impairment of their ability to
make  payments,  additional  allowances  may  be  required.  Obie  assesses  the
impairment  of  long-lived  assets and  goodwill  whenever  events or changes in
circumstances  indicate  that the carrying  value of  long-lived  assets  and/or
goodwill may not be recoverable. If one or more indicators of impairment were to
occur and it became apparent that the carrying value of long-lived assets and/or
goodwill may not be  recoverable,  any impairment  would be based on a projected
discounted cash flow method.  Obie records provisions for contract losses,  when
appropriate,  to accrue for  amounts  estimated  to be due  related to  contract
negotiations, modifications and terminations. If negotiations, modifications and
settlements do not get resolved in the amounts currently  estimated,  additional
accruals  may be  required.  Obie  records a valuation  allowance  to reduce its
deferred tax assets to the amount that it believes is more likely than not to be
realized.  Should Obie  determine  that it would be able to realize its deferred
tax assets in the future in excess of its net recorded amount,  an adjustment to
the deferred tax assets would increase  income in the period such  determination
was made.

                                       8
<PAGE>
Recent Developments

         The Company is  continuing  the process of  restructuring  its business
model regarding transit fee arrangements with transit authorities.  Most transit
arrangements  include a provision  that a certain  percentage of net revenues be
shared with the transit authorities (transit fees) on a revenue sharing basis (a
certain  percentage  to the transit  authorities,  the  balance  retained by the
Company),  but often with minimum payment requirements.  Agreements that contain
large minimum transit fee payment guarantees  significantly hinder the Company's
ability to manage its operating expenses in a weak economic environment.

         As of July 1, 2002 contracts (excluding the Chicago Transit Authority),
accounting for 42% of fiscal 2001 gross transit  revenues had been  successfully
renegotiated or rebid,  and contracts  accounting for an additional 14% of those
revenues are currently under negotiation.

         On  December  5, 2001 the  Company  received  notice  from the  Chicago
Transit   Authority  (CTA)  that  it  was  terminating  the  Company's   transit
advertising  agreement  effective as of that date.  The Company and the CTA have
been  disputing  settlement  of 2001  transit fees in light of the nature of the
early  termination  and a shortage of  advertising  space made  available to the
Company,  and the  parties  entered  into an  agreement  effective  June 1, 2002
resolving the issues.

         The agreed upon fee for the 2001  contract year has been settled at $17
million,  substantially less than the original contracted  guaranteed payment of
$21.8 million.  As of May 31, 2002,  approximately $7.5 million had been paid to
the CTA, and an additional $1.5 million was paid on June 1, 2002. The balance is
payable in substantially  equal monthly payments of $116,080 beginning June 2002
and ending May 2007,  with an  additional  $1.0 million  balloon  payment due in
December 2003. The monthly  payments are without  interest through May 2003, and
include a 5% interest charge  thereafter.  These periodic deferred payments have
been  valued  using a junior  unsecured  discount  rate of 15%,  resulting  in a
present value of $6.1 million,  which is included  within  long-term debt in the
accompanying  balance  sheet.  The  result is a  present  value of $15.1 for the
settlement.  The  cost  of the  settlement  is  covered  by  previous  accruals,
including  an accrual  which the  Company  established  in the third  quarter of
fiscal 2001.

         The Company's  credit  arrangements  are with US Bank,  which include a
$14.8  million  term loan  revolver  maturing in February  2003 and a $6 million
working capital revolver,  which are  collateralized by substantially all of the
assets of the Company.  The term loan revolver limit decreases quarterly through
the maturity date.  Interest rates are at U.S.  Bank's prime rate plus 3.0%. The
effective  rate on the term loan and working  capital  revolvers at May 31, 2002
was 7.75%.  Amounts  outstanding  under the working capital revolver amounted to
$3,287,665 at May 31, 2002.

         The US Bank loan agreements contain certain  restrictive  covenants and
required  ratios.  As of May 31,  2002 the Company  was out of  compliance  with
certain  of the  ratios  and  covenants,  and the bank has  indicated  they will
provide a waiver of such violations.

         The Company has an arrangement with Travelers Casualty & Surety Company
of America ("Travelers"), to bond the CTA settlement as well as to provide other
bonds  required by the Company.  The Company and  Travelers  have entered into a
security  agreement  whereby  Travelers  maintains a second secured  position on
certain of the Company's assets,  subordinate to the security  arrangements with
US Bank or any other primary lender.

                                       9
<PAGE>
Comparison of the Three Months Ended May 31, 2002 and 2001

         Gross revenues decreased $6.6 million, or 35%, to $12.2 million for the
three months ended May 31, 2002 from $18.8 million for the comparable  period in
fiscal 2001. Transit revenues decreased $6.4 million, or 38.1%, to $10.4 million
for the three  months  ended May 31,  2002 from  $16.9  million  for the  second
quarter of fiscal 2001.  This decrease was  principally due to the exit from the
Chicago market at the end of fiscal 2001. Outdoor advertising revenues decreased
$152,000,  or 8.0%,  to $1.7 million for the second  quarter of fiscal 2002 from
$1.9 million for the comparable period in fiscal 2001,  primarily as a result of
the overall weakness in out of home  advertising  spending.  Agency  commissions
decreased $1.1 million, or 55.2%, to $856,000 for the three months ended May 31,
2002 from $1.9 million for the second  quarter of fiscal 2001,  primarily due to
the exit from the Chicago  market,  where sales in 2001 were  substantially  all
subject to agency discount. As a result of the foregoing, net revenues decreased
$5.5 million, or 32.8%, to $11.3 million for the three months ended May 31, 2002
from $16.9 million for the comparable period in fiscal 2001.

         Production and installation expenses decreased $84,000, or 5.2% to $1.5
million  for the three  months  ended May 31,  2002,  from $1.6  million for the
comparable period in fiscal 2001. The decrease is a net result of a reduction in
installation  costs relative to the exit from the Chicago market coupled with an
increase in in-house  production  revenues  and  related  costs  relative to the
remaining transit markets.

         Transit and outdoor occupancy  expenses,  which include fees to transit
agencies and lease costs for billboard sites,  decreased $5.2 million, or 51.4%,
to $4.9 million for the three months ended May 31, 2002,  from $10.1 million for
the comparable period in fiscal 2001. This also resulted in a reduction of these
expenses to 43.2% of net revenues for the three month period in 2002 as compared
to 59.8% of net revenues for the comparable  period of fiscal 2001. The decrease

was due both to the exit from the Chicago  transit market as well as transit fee
reductions in other markets as described under recent developments above.

         Selling  expenses  increased  $98,000,  or 3.9% to $2.6 million for the
three months ended May 31, 2002, from $2.5 million for the comparable  period in
fiscal 2001. The net increase  incorporated a reduction in expenses  relative to
the exit from the  Chicago  market and an increase in  recruiting  and  training
costs in  other  markets.  These  expenses,  as a  percentage  of net  revenues,
increased  to 22.8% of net revenue for the three month  period of fiscal 2002 as
compared to 14.8% of net revenues in the comparable  period of fiscal 2001. This
change was  primarily  due to the exit from the  Chicago  market  where  selling
expenses  were  limited to direct  charges  relative to the  primarily  national
revenues in that market. We expect this ratio to remain  substantially  constant
for the remainder of the fiscal year.

         General and  administrative  expenses decreased  $164,000,  or 7.6%, to
$2.0  million for the three  months ended May 31, 2002 from $2.2 million for the
comparable period in fiscal 2001. The decrease resulted  primarily from the exit
from the Chicago market. General and administrative expenses, as a percentage of
net  revenues,  increased  to 17.6% for the three months ended May 31, 2001 from
12.8% for the same period in fiscal 2001. We expect  general and  administrative
expenses  to decease  slightly  as a  percentage  of gross  revenues  during the
remaining  quarters of fiscal 2002, as a result of anticipated  seasonal revenue
increases.

         The Company  incurred no start up costs  during the three  months ended
May 31, 2002 as compared to $30,000 for the  comparable  period in fiscal  2001.
These  costs vary  depending  on the number and size of transit  districts  that
become available for proposal during the period and our success in obtaining new
contracts.

                                       10
<PAGE>
         Depreciation and amortization  expenses increased $14,000,  or 2.8%, to
$520,000  for  the  three  months  ended  May 31,  2002  from  $506,000  for the
comparable period in fiscal 2001, primarily due to capital expenditures relative
to our digital production printing capabilities.

         As a result  of the  foregoing  factors,  the  Company  experienced  an
operating  loss of $205,000 for the three months ended May 31, 2002  compared to
an operating loss of $24,000 for the second quarter of fiscal 2001.

         Interest  expense  decreased  $60,000,  or 15.9%,  to $316,000  for the
second quarter of fiscal 2002 from $376,000 for the comparable  period in fiscal
2001, due primarily to lower effective interest rates.

         As a result of the  foregoing  factors the Company  realized a net loss
before income taxes of $522,000 for the three month period ended May 31, 2002 as
compared to a loss of $400,000 for the  comparable  period in fiscal  2001.  The
Company utilized its federal loss carryback benefits during fiscal 2001, and has
net operating loss  carryforwards  of  approximately  $5.1 million.  A valuation
allowance has been provided for the tax benefit of the entire net operating loss
carryforward,  resulting  in no income tax  provision or benefit for the quarter
ended May 31, 2002. The effective tax rate for the  comparable  period in fiscal
2001 was 37.8%,  varying from federal  statutory rates because of the effects of
state and foreign income taxes.

         As a result of the foregoing  factors,  the Company realized a net loss
of $522,000 for the three months ended May 31, 2002,  as compared to net loss of
$249,000 for the three months ended May 31, 2001.

Comparison of the Six Months Ended May 31, 2002 and 2001

         Gross revenues  decreased $8.6 million,  or 27.2%, to $22.9 million for
the six months ended May 31, 2002 from $31.4 million for the  comparable  period
in fiscal 2001.  Transit  revenues  decreased $8.6 million,  or 30.9%,  to $19.2
million  for the six  months  ended May 31,  2002  from  $27.8  million  for the
comparable  period of fiscal 2001. This decrease was principally due to the exit
from the Chicago market at the end of fiscal 2001. Outdoor advertising  revenues
were unchanged for the same period.  Agency commissions  decreased $1.5 million,
or 50.5%,  to $1.4  million  for the six  months  ended  May 31,  2002 from $2.9
million for the first six months of fiscal 2001,  primarily due to the exit from
the Chicago market, where sales in 2001 were substantially all subject to agency
discount. As a result of the foregoing,  net revenues decreased $7.1 million, or
24.9%, to $21.5 million for the six months ended May 31, 2002 from $28.6 million
for the comparable period in fiscal 2001.

         Production and installation  expenses increased  $324,000,  or 10.6% to
$3.4 million for the six months  ended May 31,  2002,  from $3.1 million for the
comparable period in fiscal 2001. The increase is a net result of a reduction in

installation  costs relative to the exit from the Chicago market coupled with an
increase in in-house production revenues and related costs,  particularly in the
first quarter of fiscal 2002, relative to the remaining transit markets.

         Transit and outdoor occupancy  expenses,  which include fees to transit
agencies and lease costs for billboard sites,  decreased $6.8 million, or 42.8%,
to $9.1 million for the six months ended May 31,  2002,  from $15.9  million for
the comparable period in fiscal 2001. This also resulted in a reduction of these
expenses to 42.3% of net  revenues  for the six month period in 2002 as compared
to 55.6% of net revenues for the comparable  period of fiscal 2001. The decrease
was due both to the exit from the Chicago  transit market as well as transit fee
reductions in other markets as described under recent developments above.

                                       11
<PAGE>
         Selling expenses increased $57,000, or 1.1% to $5.2 million for the six
months ended May 31, 2002,  substantially  the same amount as or the  comparable
period in fiscal 2001.  Incorporated are a reduction in expenses relative to the
exit from the Chicago market and an increase in recruiting and training costs in
other markets.  These  expenses,  as a percentage of net revenues,  increased to
24.4% of net  revenue  for the six month  period of fiscal  2002 as  compared to
18.1% of net revenues in the comparable  period of fiscal 2001.  This change was
primarily due to the exit from the Chicago  market where  selling  expenses were
limited to direct charges  relative to the primarily  national  revenues in that
market.  We expect this ratio to reduce slightly for the remainder of the fiscal
year in expectation of seasonal increases in advertising revenues.

         General and  administrative  expenses decreased  $138,000,  or 3.3%, to
$4.1  million for the six months  ended May 31,  2002 from $4.2  million for the
comparable period in fiscal 2002. The decrease resulted  primarily from the exit
from the Chicago market. General and administrative expenses, as a percentage of
net  revenues,  increased  to 19.0% for the six months  ended May 31,  2002 from
14.7% for the same period in fiscal 2001. We expect  general and  administrative
expenses  to decrease  slightly as a  percentage  of gross  revenues  during the
remaining  quarters of fiscal 2002, as a result of anticipated  seasonal revenue
increases.

         The Company  incurred no start up costs during the six months ended May
31, 2002 as compared to $325,000 for the  comparable  period in fiscal 2001. The
costs in 2001 related to entries into new transit  markets,  including  Chicago,
San Antonio,  Indianapolis  and Tampa.  These costs vary depending on the number
and size of transit  districts  that become  available  for proposal  during the
period and our success in obtaining new contracts.

         Depreciation and amortization  expenses increased $97,000,  or 9.7%, to
$1.1  million for the six months  ended May 31,  2002 from $1.0  million for the
comparable period in fiscal 2001, primarily due to capital expenditures relative
to our digital production printing capabilities.

         As a result  of the  foregoing  factors,  the  Company  experienced  an
operating loss of $1.4 million for the six months ended May 31, 2002 compared to
an operating loss of $1.1 million for the comparable period of fiscal 2001.

         Interest expense decreased $27,000,  or 4.1%, to $632,000 for the first
six months of fiscal  2002 from  $659,000  for the  comparable  period in fiscal
2001, due primarily to lower effective interest rates.

         As a result of the  foregoing  factors the Company  realized a net loss
before  income taxes of $2.0 million for the six month period ended May 31, 2002
as compared to a loss of $1.7 million for the comparable  period in fiscal 2001.
The Company utilized its federal loss carryback benefits during fiscal 2001, and
has net operating loss  carryforwards of approximately $5.1 million. A valuation
allowance has been provided for the tax benefit of the entire net operating loss
carryforward, resulting in no income tax provision or benefit for the six months
ended May 31, 2002. The effective tax rate for the  comparable  period in fiscal
2001 was 40.0%,  varying from federal  statutory rates because of the effects of
state and foreign income taxes.

As a result of the foregoing  factors,  the Company  realized a net loss of $2.0
million for the six months ended May 31,  2002,  as compared to net loss of $1.0
million for the six months ended May 31, 2001.


                                       12
<PAGE>
Liquidity and Capital Resources


         The Company has historically satisfied our working capital requirements
with cash from operations and revolving credit  borrowings.  Our working capital
at May 31,  2002  and  November  30,  2001 was $6.3  million  and $4.4  million,
respectively. The increase in working capital is primarily due to a reduction in
accrued  transit  fees  payable  during  the  first six  months of fiscal  2002.
Acquisitions  and capital  expenditures,  primarily for the  construction of new
outdoor advertising displays,  digital printing equipment and technology related
assets have been financed  primarily with borrowed  funds. At May 31, 2002, Obie
Media had  outstanding  borrowings of $24.8 million,  of which $15.2 million was
pursuant to long-term credit  agreements,  $203,000 pursuant to the agreement to
acquire P & C Media in  September  1998,  $3.3  million  pursuant to our working
capital  revolver,  and $6.1 million  relative to the  settlement of the Chicago
Transit  Authority  dispute.  The Company's  indebtedness is  collateralized  by
substantially  all of its  assets.  See  Note  4 to the  condensed  consolidated
financial  statements.  At May 31, 2002,  available borrowing capacity under the
line of credit, based on collateralized accounts, was $2.7 million.

         Obie Media's net cash used in operating  activities was $121,000 during
the six months  ended May 31,  2002 as  compared  to net cash used in  operating
activities  of $3.1  million  for the same  period in fiscal  2001.  The  change
between  periods was  primarily due to  reductions  in accounts  receivable  and
prepaid expenses.

         Net cash used in  investing  activities  was  $633,000 and $1.3 million
during the six months ended May 31, 2002 and 2001, respectively. The decrease in
these  expenditures  during the first six months of fiscal 2002 was  principally
related to  billboard  acquisitions  and the  acquisition  of  digital  printing
equipment  in the  fiscal  2001  period.  The  Company  has no  material  future
commitments  for  capital   expenditures   but  anticipates   that  our  capital
expenditures,  exclusive of those related to any future acquisitions,  may be up
to $1.0 million during the remainder of fiscal 2002.

         Net cash  provided by  financing  activities  was $2.8 million and $3.9
million  during the six months  ended May 31, 2002 and 2001,  respectively.  The
decrease was primarily the result of reduced  utilization of the working capital
credit line during the first six months of fiscal 2002.

         The  Company  expects  to pursue a policy of  measured  growth  through
obtaining  favorable  new transit  district  agreements,  acquiring  out-of-home
advertising  companies  or  assets  and  constructing  new  outdoor  advertising
displays.  The Company intends to finance future  expansion  activities  using a
combination  of  internal  and  external  sources.  The  Company  believes  that
internally  generated  funds and funds available for borrowing under bank credit
facilities  will be  sufficient  to satisfy  all debt  service  obligations,  to
finance  existing  operations  and payment of transit  contract  loss  accruals,
including anticipated capital expenditures, but excluding possible acquisitions,
through  fiscal 2002.  Future  acquisitions  by Obie Media,  if any, may require
additional debt or equity financing.

Seasonality

         Obie  Media's  revenues  and  operating   results   historically   have
fluctuated by season,  generally  following the advertising  trends in our major
transit  markets.  Typically,  results of operations are strongest in the fourth
quarter  and  weakest  in the first  quarter  of our  fiscal  year which ends on
November 30.  Transit  advertising  operations  are more  seasonal  than outdoor
advertising  operations  as the Company's  outdoor  advertising  display  space,

                                       13
<PAGE>
unlike  its  transit  advertising  display  space,  is and has been sold  nearly
exclusively  by means of  12-month  contracts.  The  Company  believes  that the
seasonality  of  revenues  and  operating   results  will  increase  as  transit
advertising  operations continue to expand more rapidly than 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 that have been taken to
implement the Company's  growth  strategy,  have  contributed to fluctuations in
periodic   operating   results.   These   fluctuations   likely  will  continue.
Accordingly,  results of  operations  in any period may not be indicative of the
results to be expected for any future period.


Market Risk

         The Company has not entered into derivative financial instruments.












































                                       14
<PAGE>
PART II - OTHER INFORMATION


Item 4. Submission of Matters to Vote of Security Holders

         The Company held its annual meeting of  shareholders on April 26, 2002.
At the meeting  Brian Obie,  Richard C.  Williams,  Randall C. Pape,  Stephen A.
Wendell and Delores M. Mord were elected to the Board of Directors  for one-year
terms. Voting on the election of directors was as follows:

                                     Votes             Votes
                                       For            Withheld      Abstained
                                    ---------         --------      ---------
         Brian Obie                 5,396,652          11,827           0
         Richard C. Williams        5,396,652          11,827           0
         Randall C. Pape            5,396,652          11,827           0
         Stephen A. Wendell         5,396,652          11,827           0
         Delores M. Mord            5,396,652          11,827           0



Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits
     None

(b)  No reports on Form 8-K were filed by the Company during the six months
ended May 31, 2002.



Signature

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                            Obie Media Corporation



 Date July 10, 2002         By: /s/ GARY F. LIVESAY *
                                -------------------
                                    Gary F. Livesay
                                    Vice President - Chief Financial Officer

                           * Signing on behalf of the registrant as principal
                                financial and accounting officer