Clear Channel Outdoor Holdings (CCO)

a wholly-owned subsidiary of

				Clear Channel Outdoor Holdings, Inc.

$500,000,000          % Series A Senior Notes due 2017

$2,000,000,000          % Series B Senior Notes due 2017

Clear Channel Worldwide Holdings, Inc. is offering $500,000,000 of its     % Senior Notes due 2017 (the “Series A Notes”) and $2,000,000,000 of its     % Senior Notes due 2017 (the “Series B Notes” and, together with the Series A Notes, the “notes”). The notes are being offered inside the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc. and certain existing and future domestic subsidiaries of Clear Channel Outdoor Holdings, Inc. (the “guarantors”) will guarantee the notes.

The notes and guarantees will be senior obligations that rank pari passu in right of payment to all unsubordinated indebtedness of Clear Channel Worldwide Holdings, Inc. and the guarantors, including indebtedness owed to Clear Channel Communications, Inc. The notes and guarantees will be effectively subordinated to all existing and future secured indebtedness of Clear Channel Worldwide Holdings, Inc. and the guarantors to the extent of the value of the assets securing such indebtedness.

Clear Channel Worldwide Holdings, Inc. will pay interest daily on the notes, and the trustee will pay interest on the notes to the noteholders on                          and                          of each year. The first such payment to noteholders will be made on                         , 2010. Interest shall be payable by Clear Channel Worldwide Holdings, Inc. on a daily basis into an account established by the trustee for the sole benefit of holders of the notes. Clear Channel Worldwide Holdings, Inc. may redeem up to 35% of the aggregate principal amount of each of the notes with the proceeds of certain equity offerings at the redemption prices set forth in this offering circular. The notes are not subject to any mandatory redemptions or sinking fund payments. The notes will mature on December     , 2017. Notes will be issued only in denominations of $2,000 and integral multiples of $1,000.

Notes sold to qualified institutional buyers in reliance on Rule 144A will be evidenced by one or more global notes deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company. Except as described herein, beneficial interests in the global notes will be shown on, and transfers thereof will be effected only through, records maintained by The Depository Trust Company and its direct and indirect participants. Any notes sold pursuant to Regulation S will be evidenced by one or more separate global notes.

Clear Channel Worldwide Holdings, Inc. will use commercially reasonable efforts to file an exchange offer registration statement or, under specific circumstances, a shelf registration statement, pursuant to registration rights agreements.

Clear Channel Worldwide Holdings, Inc. does not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated quotation system.

See “Risk Factors” beginning on page 24 to read about important factors you should consider before buying the notes.