UNIVERSAL OUTDOOR INC S-1

S-1

EXHIBIT 2.4 ASSET PURCHASE AGRMT BTWN CO. & IOWA

EXHIBIT 2.6 STOCK PURCHASE AGREEMENT

EXHIBIT 2.7 - ASSET PURCHASE AGREEMENT

EXHIBIT 4.1 - INDENTURE

EXHIBIT 4.2 - PURCHASE AGREEMENT

EX-4.3 - FORM OF NEW NOTES

EXHIBIT 4.4 - REGISTRATION RIGHTS AGREEMENT

OPINION OF WINSTON & STRAWN

CONSOLIDATED CREDIT AGREEMENT

EXHIBIT 10.3 INDENTURE

COMPUTATION OF EARNINGS

EXHIBIT 21.1

CONSENT OF PRICE WATERHOUSE

CONSENT OF ERNST & YOUNG LLP

CONSENT OF ERNST & YOUNG LLP

CONSENT OF ARTHUR ANDERSEN

EXHIBIT 25.1 - STMT. OF ELIGIBILITY OF TRUSTEE

EXHIBIT 99.1 - LETTER OF TRANSMITTAL

EXHIBIT 99.2 - NOTICE OF GUARANTEED DELIVERY

EXHIBIT 99.3 - LETTER TO BROKERS, DEALERS, ETC.

EXHIBIT 99.4 - LETTER TO CLIENTS