FOR IMMEDIATE RELEASE                                          AT
FRIDAY, AUGUST 15, 1997                            (202) 616-2771
                                               TDD (202) 514-1888

       JUSTICE DEPARTMENT APPROVES OUTDOOR SYSTEMS INC.'S
      ACQUISITION OF 3M'S SUBSIDIARY, NATIONAL ADVERTISING
                                
      Major Divestiture of National Advertising's Outdoor 
            Assets Required to Close $1 Billion Deal

     WASHINGTON, D.C.-- The Justice Department approved Outdoor
Systems Inc.'s acquisition of 3M's subsidiary, National
Advertising Company, after Outdoor Systems agreed to sell off
billboards in 10 metropolitan areas. 
 
     Without the divestiture, the original transaction would have
allowed Outdoor Systems' market shares to soar above 50 percent
in many markets, limiting advertisers to only one remaining major
billboard provider as an alternative to the merged company, the
Department said.

     "The divestiture will insure that advertisers have viable
choices for their billboard advertising needs," said Joel I.
Klein, Assistant Attorney General in charge of the Department's
Antitrust Division.

     Outdoor Systems must sell all of National Advertising's
outdoor advertising assets in eight key areas: Phoenix;
Sacramento, California; New Orleans; Louisville, Kentucky;
Denver; Detroit; Kansas City, Missouri; and Grand Rapids,
Michigan.  The company must also sell almost all of National
Advertising's assets in Atlanta, and half of its assets in
Houston.

      The original transaction, valued at about $1 billion, 
involved billboard and other out of home advertising operations
in more than 40 major metropolitan markets.
  
     The divestiture package, worth more than $100 million, was
developed following an antitrust investigation of more than 20
major billboard advertising markets where there was competitive
overlap.  Because of the divestiture, the Department's concerns
about the substantial reduction in competition and highly
concentrated markets were alleviated. 

     Almost all of National Advertising's inventory in 10 cities
will be sold to the Lamar Advertising Company.  Lamar is a
national billboard company with annual revenues of $119 million
that services small to mid-size markets.  The transaction will
expand Lamar's presence, making it a sizeable competitor in nine
major metropolitan markets. 
 
     In addition, in Kansas City a number of National
Advertising's billboards will be sold to Colorado Outdoor, a
small outdoor advertising company with operations in Denver.

     Klein said that the Department continues to recognize the
unique characteristics of billboard advertising when compared to
other advertising media and will act to preserve competition in
this market as industry consolidation proceeds.

      Billboards--the large freestanding off-premise advertising
signs--are used by marketers to promote and reinforce messages to
thousands of automobile commuters as they pass the signs each
day.  Advertisers also use billboards to target the often
unreachable active lifestyle consumer while they are away from
home.  Billboards are often the most cost-effective visual way to
communicate with this valuable target audience.

     Outdoor Systems, headquartered in New York City, is the
nation's largest outdoor advertising company with annual sales of
approximately $200 million.  Its out-of-home advertising
operations include poster and bus shelter advertising.

       National Advertising Company, a subsidiary of the Phoenix-
based 3M Corp. (Minnesota, Mining and Manufacturing), is the
number three provider of outdoor advertising in the U.S., with
annual sales of $200 million.
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