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:     February 28, 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 small business issuer 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 April 1, 2002  5,908,577  shares of the  issuer's  common  stock were
outstanding.
<PAGE>
                             OBIE MEDIA CORPORATION
                                    FORM 10-Q
                                      INDEX


PART 1 - FINANCIAL INFORMATION                                           Page
------------------------------                                           ----

Item 1.  Financial Statements

         Consolidated Balance Sheets as of February 28, 2002 and
                  November 30, 2001                                        2

         Consolidated Statements of Operations for the three months
                  ended February 28, 2002 and 2001                         3

         Consolidated Statement of Cash Flows for the three months
                  ended February 28, 2002 and 2001                         4

         Notes to Financial Statements                                     5

Item 2.  Management's Discussion and Analysis of Financial Condition
                  And Results of Operations                                7

Item 3.  Quantitative and Qualitative Disclosures about Market Risk        9


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

Item 4.  Submissions of Matters to Vote of Security Holders               11

Item 6.  Exhibits and Reports on Form 8-K                                 11




<PAGE>
                             OBIE MEDIA CORPORATION
                           Consolidated Balance Sheets

                                     ASSETS

                                             February 28,       November 30,
                                                 2002               2001
                                          ------------------  ----------------
CURRENT ASSETS:
    Cash                                       $    356,698      $    404,473
    Accounts receivable, net                      9,053,893        11,828,554
    Prepaids and other current assets             4,542,136         4,227,021
    Refundable income taxes                       1,881,041         1,881,041
    Deferred income taxes                         1,781,671         1,781,671
                                         ------------------  ----------------
        Total current assets                     17,615,439        20,122,760

Property and equipment, net                      16,635,119        16,603,760
Goodwill, net                                     5,558,211         5,683,805
Other assets                                        795,137           822,548
                                          ------------------  ----------------
                                               $ 40,603,906      $ 43,232,873
                                          ==================  ================


                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
    Current portion of long-term debt          $  1,736,418      $    340,418
    Line of credit                                2,307,117         1,697,117
    Accounts payable                                564,156         1,202,133
    Accrued expenses                                448,917           668,740
    Accrued transit fees                          8,924,218        10,295,314
    Income taxes payable                                  -           286,197
    Unearned revenue                              1,270,383         1,218,088
                                          ------------------  ----------------
        Total current liabilities                15,251,209        15,708,007

Deferred income taxes                             1,461,432         1,461,432
Long-term debt, less current portion             13,220,300        13,881,200
                                          ------------------  ----------------
       Total liabilities                         29,932,941        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                      17,272,890        17,272,128
    Common stock, without par value;
      20,000,000 shares authorized, 5,908,577
      issued and outstanding                         19,981            11,028
    Foreign currency translation                 (6,654,805)       (5,133,821)
                                          ------------------  ----------------
Retained earnings (accumulated deficit)          10,638,066        12,149,335
                                          ------------------  ----------------
        Total shareholders' equity              $40,603,906       $43,232,873
                                          ==================  ================



See accompanying notes
<PAGE>
                             OBIE MEDIA CORPORATION
                      Consolidated Statements of Operations



                                              Three Months Ended February 28,
                                             -------------------------------
                                                 2002               2001
                                          ------------------- ------------------
REVENUES:
  Transit advertising                             $8,740,053       $10,917,225
  Outdoor advertising                              1,954,701         1,767,273
                                          ------------------- ------------------
  Gross revenue                                   10,694,754        12,684,498
  Less - Agency commissions                        (565,728)          (960,966)
                                          ------------------- ------------------
      Net revenues                                10,129,026        11,723,532

OPERATING EXPENSES:
  Production and installation                      1,835,265         1,426,867
  Transit and outdoor occupancy                    4,184,906         5,818,831
  Selling                                          2,658,051         2,699,544
  General and administrative                       2,080,725         2,055,276
  Start-up costs                                           -           297,136
  Depreciation and amortization                      575,145           491,963
                                          ------------------- ------------------
      Operating loss                             (1,205,066)        (1,066,085)

OTHER (INCOME) EXPENSE:
  Interest expense                                   315,895           283,070
                                          ------------------- ------------------
     Loss before income taxes                    (1,520,961)        (1,349,155)

PROVISION FOR (BENEFIT
FROM) INCOME TAXES                                         -          (548,665)
                                          ------------------- ------------------

NET LOSS                                        ($1,520,961)         $(800,490)
                                          =================== ==================

Earnings per share:
    Basic                                             ($.26)            ($0.14)
    Diluted                                           ($.26)            ($0.14)




See accompanying notes
<PAGE>
<TABLE>
<CAPTION>

                             OBIE MEDIA CORPORATION
                      Consolidated Statements of Cash Flows



                                                      Three Months Ended February 28,
                                                      ------------------------------
                                                        2002               2001
                                                   ----------------  -----------------
<S>                                                  <C>                 <C>
Cash Flows From Operating Activities:
    Net loss                                          $  (1,520,961)      $   (800,490)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
          Depreciation and amortization                     539,762            491,963
          Changes in assets and liabilities:
                 (Increase) decrease in:
                      Accounts receivable                 2,774,661            (28,032)
                      Prepaid and other assets             (287,727)           (75,410)
                 Increase (decrease) in:
                      Accounts payable                     (637,977)           399,706
                      Accrued expenses                   (1,824,821)          (485,567)
                                                   ----------------  -----------------
             Net cash used in operating activities         (957,063)          (497,830)
                                                   ----------------  -----------------

Cash Flows From Investing Activities:
    Capital expenditures                                   (445,527)          (310,808)
    Other                                                       762             19,796
                                                   ----------------  -----------------
            Net cash used in investing activities          (444,765)          (291,012)
                                                   ----------------  -----------------

Cash Flows From Financing Activities:
    Net borrowings on line of credit                        610,000            400,000
    Borrowings of long-term debt                            800,000                  -
    Payments on long-term debt                              (64,900)           (14,123)
                                                   ----------------  -----------------
            Net cash provided by financing activities     1,345,100            385,877
                                                   ----------------  -----------------

Effect of exchange rate changes on cash                       8,953              1,850

                                                   ----------------  ------------------
Net decrease in cash                                        (47,775)          (401,115)
Cash, beginning of period                                   404,473            634,633
                                                   ----------------  -----------------
Cash, end of period                                   $     356,698       $    233,518
                                                   ================  =================
</TABLE>



See accompanying notes
<PAGE>
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.       Basis of Presentation

         The  interim  financial  statements  have been  prepared  by Obie Media
Corporation  ("Obie Media," 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 February 28, 2002 and November 30, 2001,  and the results of  operations  and
cash flows of the Company for the three months ended February 28, 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.       Provision for Transit Contract Losses

         The  Company is 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,  and
were the  primary  reason for the  Company's  operating  loss for the year ended
November 30, 2001 (fiscal 2001).

         As  of  March  10,  2002  contracts   (excluding  the  Chicago  Transit
Authority),  accounting for 23.3% of fiscal 2001 gross transit revenues had been
successfully  renegotiated,  and contracts accounting for an additional 14.6% of
those  revenues  are  currently  under  negotiation.   In  addition,   contracts
accounting for  approximately  15.1% of fiscal gross 2001 revenues expire at the
end of March 2002 and are currently in the bidding process.


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 are in
the process of negotiating a settlement for fiscal 2001 transit fees in light of
the nature of the early  termination  and a shortage of  advertising  space made
available  to the Company.  The Company  believes  that amounts  accrued will be
sufficient to cover any settlement with the CTA.


4.       Debt Agreements

         The Company's  credit  arrangements  are with US Bank, which includes a
$16 million term loan revolver  maturing in August 2007 and a $6 million working
capital revolver, which are collateralized by substantially all of the assets of
the Company.  Interest rates on each, at the Company's option,  are based upon a
range of basis  points above either  London  Inter-Bank  Offered rate (LIBOR) or
U.S.  Bank's  prime rate,  with the range  based upon  certain  financial  ratio
requirements.  The term revolver does not require any principal  payments  until
the third  quarter of the year ending  November  30,  2002  (fiscal  2002).  The
effective  rate on the term loan and working  capital  revolvers at February 28,
2002 was 7.75%.  Amounts outstanding under the working capital revolver amounted
to $2,307,117 at February 28, 2002.

         The US Bank loan agreements contain certain  restrictive  covenants and
required ratios.  As of February 28, 2002 the Company was out of compliance with
certain of the ratios,  and has  received a waiver of such  violations  from the
bank.  US Bank and the Company have agreed to a revised  credit  facility  which
includes  modified  financial ratio covenants.  The credit facility requires the
execution and delivery of definitive transaction documentation and the Company's
continuing compliance with the revised covenants. We expect the revised facility
documents to be executed during the second fiscal quarter of this year.
<PAGE>
5.       Income taxes

         The benefit from income  taxes for the three months ended  February 28,
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:
<TABLE>
<CAPTION>

                                                                                      Three Months ended
                                                                                          February 28,
                                                                                -----------------------------
                                                                                      2002           2001
                                                                                                     ----

<S>                                                                                 <C>              <C>
         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                                                 -            (2.3%)
                                                                                -----------------------------
                           Actual income tax rate                                     0.0%           (40.7%)
                                                                                -----------------------------
</TABLE>
         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 Months Ended
                                              February  28,
                                      -----------------------------
                                           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 February 28, 2002 the Company had options outstanding covering 673,736 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 income (loss) for the three
month periods ended February 28, 2002 and 2001.
<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.


9.       Reclassifications

         Certain  amounts  previously   reported  in  the  Company's   financial
statements  as of  February  28, 2001 have been  reclassified  to conform to the
current fiscal year presentation.


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.

Recent Developments

         The  Company is 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.  These
high minimum payment requirements have resulted in higher than acceptable direct
advertising  expense  levels,  and were primarily  responsible for the operating
losses reported during the year ended November 30, 2001 (fiscal 2001).

         As  of  March  10,  2002  contracts   (excluding  the  Chicago  Transit
Authority)  accounting for 23.3% of fiscal 2001 gross transit  revenues had been
successfully  renegotiated,  and contracts accounting for an additional 14.6% of
those  revenues  are  currently  under  negotiation.   In  addition,   contracts
accounting for  approximately  15.1% of fiscal 2002 gross revenues expire at the
end of March 2002 and are currently in the bidding process.

         The Company's  credit facility  arrangement with US Bank provides for a
$16.0  million  term  revolver  maturing in August of 2007,  and a $6.0  million
working  capital  line of credit  available  for  general  purposes.  The credit
facility is  collateralized  by substantially  all of the assets of Obie and its
subsidiaries.  The term revolver does not require any principal  payments  until
third  quarter of fiscal 2002. As of February 28, 2002 we were not in compliance
with our  operating  covenants in our existing  credit  facility  that relate to
certain  financial  ratios,  and U.S.  Bank has  granted us a waiver of that non
compliance.  U.S. Bank and the Company have agreed to a revised credit  facility
which includes modified financial ratio covenants. The revised agreement extends
the term of the credit  facility  through  February  2003.  The credit  facility
requires the execution and delivery of definitive transaction  documentation and
the Company's  continued  compliance with the revised covenants.  Management can
provide  no  assurances  that  U.S.  Bank  will  continue  to renew  our  credit
arrangements as they expire.
<PAGE>
         During the first  quarter of 2002 the  Company  acquired,  at a cost of
approximately $200,000,  additional digital production printing equipment.  This
purchase  supplements  existing  equipment  used to produce  transit and outdoor
advertising display content.  This additional capacity will allow us to produce,
for our customers,  a significant amount of product previously  subcontracted to
outside vendors. The purchase was financed using the credit facilities described
above.


Comparison of the Three Months Ended February 28, 2002 and 2001

         Gross revenues  decreased $2.0 million,  or 15.7%, to $10.7 million for
the three months ended  February 28, 2002 from $12.7 million for the  comparable
period in fiscal 2001.  Transit  revenues  decreased $2.2 million,  or 19.9%, to
$8.7 million for the three months ended February 28, 2002 from $10.9 million for
the first quarter of fiscal 2001.  This decrease was due to continuing  weakness
in the media economy,  and the fact that the first quarter of 2001 included $2.3
million of revenues  associated with the Chicago Transit Authority Contract that
was  terminated  in  December  2001.  Outdoor  advertising   revenues  increased
$200,000,  or 10.6%,  to $2.0 million for the first  quarter of fiscal 2002 from
$1.8 million for the comparable  period of 2001.  Agency  commissions  decreased
$395,000,  or 41.1%,  to $566,000 for the three  months ended  February 28, 2002
from $961,000 for the first quarter of fiscal 2001, primarily due to the loss of
revenues  associated  with the Chicago  contract.  As a result of the  foregoing
reasons, net revenues decreased $1.6 million, or 13.6%, to $10.1 million for the
three  months  ended  February  28, 2002 from $11.7  million for the  comparable
period in fiscal 2001.

         Direct advertising  expenses decreased $1.2 million,  or 12.7%, to $8.7
million for the three months  ended  February 28, 2002 from $9.9 million for the
comparable period in fiscal 2001. Direct advertising  expenses,  as a percentage
of gross revenues,  was  approximately  85% for both the first quarter of fiscal
2002 and for the same  period  in fiscal  2001.  We  expect  direct  advertising
expenses to decrease as a percentage of gross  revenues  during the remainder of
fiscal 2002 due to seasonal fluctuations in transit revenues.

         General and  administrative  expenses was unchanged at $2.1 million for
the three months ended February 28, 2002 as compared to the comparable period in
fiscal 2001.  General and  administrative  expenses,  as a  percentage  of gross
revenues,  increased to 20.5% for the three months ended  February 28, 2002 from
17.5% for the same period in fiscal 2001. We expect  general and  administrative
expenses to decrease as a percentage of gross  revenues  during the remainder of
fiscal 2002 due to the seasonal fluctuations in transit revenues.

         The Company  incurred no start up costs for the period  ended  February
28, 2002 as compared  to costs of  $297,000 in the  comparable  period in fiscal
2001.  Start-up costs include expenses incurred in new markets prior to the time
the Company begins its sales operations,  as well as costs incurred in obtaining
new transit  district  contracts.  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.  The costs in the first quarter of
2001 were  attributable  to new  market  operations  in  Chicago,  Tampa and San
Antonio.

         Depreciation and amortization  expenses increased $83,000, or 16.9%, to
$575,000  for the three months  ended  February  28, 2002 from  $492,000 for the
comparable period in fiscal 2001.

         Due to the above factors,  the Company experienced an operating loss of
$1.2  million for the three  months  ended  February  28, 2002 as compared to an
operating loss of $1.1 million for the first quarter of fiscal 2001.

         Interest  expense  increased  $33,000,  or 11.6% for the  three  months
ending February 28, 2002 to $316,000 compared to $283,000 for the same period of
2001. As a percentage of gross revenues  interest expense  increased to 3.0% for
the three months ending  February 28, 2002 from 2.2% in the same period of 2001.
This increase was due to an increase in the amount of interest  bearing debt and
an increase in the effective interest rate on the debt.

         As a result of the  foregoing  factors the Company  realized a net loss
before income taxes of $1.5 million for the three months ended February 28, 2002
as compared to a loss of $1.3  million for the same period in fiscal  2001.  The
company  utilized its available  federal loss carryback  benefits  during fiscal
2001,  and has net operating  loss  carryforwards  of $4.6 million.  A valuation
allowance has been provided for the tax benefit of the entire net operating loss
carryforward, and there is
<PAGE>
no  provision  or benefit  during the  quarter  ending  February  28,  200.  The
effective tax rate for the three months  ending  February 28, 2001 was 40.9% due
to the effects of foreign and state income taxes.

         As a result of the foregoing factors the Company realized a net loss of
$1.5 million during the three months ending  February 28, 2002 compared to a net
loss of $800,000 for the same period in fiscal 2001.


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 February 28, 2002 and  November  30, 2001 was $2.8 million and $4.4  million,
respectively.  The decrease in working capital is primarily due to the operating
loss  during  the  first  quarter  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 February 28, 2002,  Obie Media had
outstanding  borrowings of $17.3 million, of which $14.7 million was pursuant to
long-term credit agreements, $260,000 pursuant to the agreement to acquire P & C
Media in September  1998, and $2.3 million  pursuant to our working capital line
of credit. The Company's  indebtedness is collateralized by substantially all of
its assets. See Note 4 to the condensed  consolidated  financial statements.  At
February 28, 2002,  available borrowing capacity under the line of credit, based
on collateralized accounts, was $1.2 million.

         Obie Media's net cash used in operating  activities was $957,000 during
the  three  months  ended  February  28,  2002 as  compared  to net cash used in
operating  activities of $498,000 for the same period in fiscal 2001. The change
between periods was primarily due to the increase in the net loss.

         Net cash used in investing  activities was $445,000 and $291,000 during
the three months ended February 28, 2002 and 2001, respectively. The increase in
these expenditures  during the first three months of fiscal 2002 was principally
related to the  acquisition  of digital  printing  equipment  in the fiscal 2002
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 $1.3 million and $386,000
during the three months  ended  February  28, 2002 and 2001,  respectively.  The
increase  was  primarily  the  result  of  borrowings  used to  finance  capital
expenditures and operating requirements.

         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,
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.
<PAGE>
PART II - OTHER INFORMATION


Item 4. Submission of Matters to Vote of Security Holders

         No matters were submitted to security holders for vote during the three
months ended February 28, 2002.


Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits
     None

(b) On December 6, 2001 the Company filed a Form 8-K announcing the  termination
    of its transit advertising  contract with the Chicago Transit Authority.  No
    other  Forms 8-K were filed by the  Company  during the three  months  ended
    February 28, 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 April 11, 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

<PAGE>