AMENDMENT NO.3

EXHIBIT 10.31

[Execution copy]

AMENDMENT NO.3

AMENDMENT NO.3 dated as of December 20, 2001 in respect of
the Credit Agreement dated as of August 13, 1999 (as heretofore amended, the
"Credit Agreement") between ▇▇▇▇▇ Media Corp. (the "Borrower"), the Subsidiary
Guarantors party thereto, the Lenders party thereto, and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Administrative Agent (in such
capacity, the "Administrative Agent").

The Borrower has requested that the Administrative Agent
consent to certain amendments to the Credit Agreement. The Administrative Agent,
pursuant to authority granted by, and having obtained all necessary consents of,
the Required Lenders (as defined in the Credit Agreement), has agreed to such
amendments and, accordingly, the parties hereto hereby agree as follows:

Section 1. Definitions. Terms defined in the Credit Agreement
and used herein are used herein as defined therein.

Section 2. Amendments. Subject to the execution and delivery
hereof by the Borrower, Holdings, the Subsidiary Guarantors and the
Administrative Agent, but effective as of the date hereof, the Credit Agreement
shall be amended as follows:

Section 2.01. General. References in the Credit Agreement
(including references to the Credit Agreement as amended hereby) to "this
Agreement" (and indirect references such as "hereunder", "hereby", "herein" and
"hereof") shall be deemed to be references to the Credit Agreement, as amended
hereby.

Section 2.02. Amended Definitions. Section 1.01 of the Credit
Agreement shall be amended by amending the following definitions (to the extent
already included in said Section 1.01) as follows:

"Chase" means JPMorgan Chase Bank, a New York banking
corporation.

"Incremental Loan Commitment" means, with respect to each
Lender, the amount of the offer of such Lender to make Incremental
Loans of any Series that is accepted by the Borrower in accordance with
the provisions of Section 2.01(d), as such amount may be (a) reduced
from time to time pursuant to Sections 2.07 and 2.09 and (b) reduced or
increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 10.04. The aggregate amount of the
Incremental Loan Commitments of all Series shall not exceed
$750,000,000.

Amendment No. 3

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Section 2.03. Deleted Definitions. Section 1.01 of the Credit
Agreement shall be amended by deleting the definition of "Incremental Loan
Commitment Termination Date".

Section 2.04. Incremental Loan Commitments. Section 2.01(d) of
the Credit Agreement shall be amended to read in its entirety as follows:

"(d) Incremental Loans. In addition to Borrowings of Revolving
Credit Loans and Term Loans pursuant to paragraphs (a), (b) and (c)
above, at any time and from time to time, the Borrower may request that
the Lenders offer to enter into commitments to make additional term
loans (each such loan being herein called an "Incremental Loan") under
this paragraph (d). In the event that one or more of the Lenders offer,
in their sole discretion, to enter into such commitments, and such
Lenders and the Borrower agree as to the amount of such commitments
that shall be allocated to the respective Lenders making such offers
and the fees (if any) to be payable by the Borrower in connection
therewith, such Lenders shall become obligated to make Incremental
Loans under this Agreement in an amount equal to the amount of their
respective Incremental Loan Commitments. The Incremental Loans to be
made pursuant to any such agreement between the Borrower and one or
more Lenders in response to any such request by the Borrower shall be
deemed to be a separate "Series" of Incremental Loans for all purposes
of this Agreement. Anything herein to the contrary notwithstanding, (i)
the minimum aggregate principal amount of Incremental Loan Commitments
entered into pursuant to any such request (and, accordingly, the
minimum aggregate principal amount of any Series of Incremental Loans)
shall be $10,000,000 and (ii) the aggregate principal amount of all
Incremental Loan Commitments and all outstanding Series of Incremental
Loans shall not exceed $750,000,000.

Following the acceptance by the Borrower of the offers made by
any one or more Lenders to make any Series of Incremental Loans
pursuant to the foregoing provisions of this paragraph (d), each
Incremental Loan Lender in respect of such Series of Incremental Loans
severally agrees, on the terms and conditions of this Agreement, to
make such Incremental Loans to the Borrower during the period from and
including the date of such acceptance to and including the commitment
termination date specified in the agreement entered into with respect
to such Series in an aggregate principal amount up to but not exceeding
the amount of the Incremental Loan Commitment of such Incremental Loan
Lender in respect of such Series as in effect from time to time.
Thereafter, subject to the terms and conditions of this Agreement, the
Borrower may convert Incremental Loans of such Series of one Type into
Incremental Loans of such Series of another Type (as provided in
Section 2.06) or continue Incremental Loans of such Series of one Type
as Incremental Loans of such Series of the same Type (as provided in
Section 2.06). Incremental Loans of any Series that are prepaid may not
be reborrowed as Incremental Loans of the same Series.

Amendment No. 3

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Proceeds of Incremental Loans shall be available for any use
permitted under the applicable provisions of Section 6.09."

Section 2.05. Termination and Reduction of Commitments. Section
2.07(a) of the Credit Agreement shall be amended to read in its entirety as
follows:

"(a) Unless previously terminated, (i) the Revolving Credit
Commitment shall terminate at the close of business on the Revolving
Credit Termination Date, (ii) the Tranche A Commitment and the Tranche
B Commitment shall terminate on the Effective Date and (iii) the
Incremental Loan Commitments with respect to each Series of Incremental
Loans shall terminate on the commitment termination date specified in
the agreement entered into with respect to such Series."

Section 3. Miscellaneous. Except as expressly herein provided,
the Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 3 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment No. 3 by signing any such
counterpart. This Amendment No. 3 shall be governed by, and construed in
accordance with, the law of the State of New York.

Amendment No. 3

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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 3 to be duly executed as of the day and year first above written.

BORROWER AND HOLDINGS

▇▇▇▇▇ MEDIA CORP. ▇▇▇▇▇ ADVERTISING COMPANY

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------- ----------------------------
Title: Title:

SUBSIDIARY GUARANTORS

▇▇▇▇▇ ADVERTISING OF COLORADO
SPRINGS, INC.
LAMAR TEXAS GENERAL PARTNER, INC.
TLC PROPERTIES, INC.
TLC PROPERTIES II, INC.
LAMAR PENSACOLA TRANSIT, INC.
▇▇▇▇▇ ADVERTISING OF YOUNGSTOWN, INC.
NEBRASKA LOGOS, INC.
OHIO LOGOS, INC.
UTAH LOGOS, INC.
SOUTH CAROLINA LOGOS, INC.
MINNESOTA LOGOS, INC.
MICHIGAN LOGOS, INC.
FLORIDA LOGOS, INC.
NEVADA LOGOS, INC.
TENNESSEE LOGOS, INC.
KANSAS LOGOS, INC.
COLORADO LOGOS, INC.
NEW MEXICO LOGOS, INC.
CANADIAN TODS LIMITED
▇▇▇▇▇ ADVERTISING OF MICHIGAN, INC.
LAMAR ELECTRICAL, INC.
AMERICAN SIGNS, INC.
LAMAR OCI NORTH CORPORATION, successor
to Lamar Aztec, Inc.
LAMAR OCI SOUTH CORPORATION
▇▇▇▇▇ ADVERTISING OF KENTUCKY, INC.
LAMAR FLORIDA, INC
▇▇▇▇▇ ADVERTISING OF IOWA, INC.
LAMAR ADVAN, INC.

Amendment No. 3

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▇▇▇▇▇ ADVERTISING OF SOUTH DAKOTA,
INC.
▇▇▇▇▇ CENTRAL OUTDOOR, INC., formerly
known as ▇▇▇▇▇ Advertising of Texas,
Inc. and successor to ▇▇▇▇▇▇▇ Company
Incorporated, ▇▇▇▇▇ ▇▇▇▇▇▇
Corporation, ▇▇▇▇▇ ▇▇ Sign
Corporation, Lamar Nevada Sign
Corporation, ▇▇▇▇▇ Outdoor
Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Outdoor
Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Inc.,
▇▇▇▇▇ ▇▇▇▇, L.P., Lindsay Outdoor
Advertising, Inc., Scenic Marketing &
Consulting, Inc., ▇▇▇▇▇▇▇▇▇ Outdoor
Advertising, Inc. and Lamar G&H
Outdoor Advertising, L.L.C.
LAMAR ADVANTAGE HOLDING COMPANY,
successor to Superior Outdoor
Advertising, Inc., Custom Leasing &
Realty, Inc., and Arkansas Outdoor
Advertising Co., Inc.
LAMAR OHIO OUTDOOR HOLDING CORP.
LAMAR BENCHES, INC.
LAMAR I-40 WEST, INC.
▇▇▇▇▇ ADVERTISING OF OKLAHOMA, INC.
LAMAR OKLAHOMA HOLDING COMPANY, INC.
▇▇▇▇▇▇ DEVELOPMENT CORPORATION
▇▇▇▇▇▇▇ DEVELOPMENT COMPANY
REVOLUTION OUTDOOR ADVERTISING, INC.
OUTDOOR MARKETING SYSTEMS, INC.
▇▇▇▇▇ ADVERTISING SOUTHWEST, NC.
LAMAR DOA TENNESSEE HOLDINGS, NC.
LAMAR DOA TENNESSEE, INC.
TRANS WEST ADVERTISING, INC.

By; /s/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President - Finance and
Chief Financial Officer

MISSOURI LOGOS, LLC, formerly known as
Lamar Missouri, LLC and successor to
Missouri Logos, Inc.
KENTUCKY LOGOS, LLC, formerly known
as Lamar Kentucky, LLC and successor
to Kentucky Logos, Inc.

Amendment No. 3

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OKLAHOMA LOGOS, L.L.C., successor to
Oklahoma Logo Signs, Inc.
MISSISSIPPI LOGOS, L.L.C., successor
to Mississippi Logos, Inc.
DELAWARE LOGOS, L.L.C.
NEW JERSEY LOGOS, L.L.C., successor to
New Jersey Logos, Inc.
GEORGIA LOGOS, L.L.C., formerly known as
Georgia Logos, Inc.
VIRGINIA LOGOS, LLC, successor
to Virginia Logos, Inc.
MAINE LOGOS, L.L.C.

By: Interstate Logos, L.L.C,
Its: Managing Member
By: ▇▇▇▇▇ Media Corp., Its: Managing Member