SecProbe.io

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Mail Stop 3561

September 9, 2005

Mark P. Mays
Clear Channel Outdoor Holdings, Inc.
200 East Basse Road
San Antonio, Texas 78209

      	Re:	Clear Channel Outdoor Holdings, Inc.
      		Registration Statement on Form S-1
      		File No. 333-127375
      		Filed August 10, 2005

Dear Mr. Mays:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.  The page numbers cited in our comments refer to the
courtesy copies of the registration statement.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

* * * * *
1. We note that the $2.5 billion intercompany note was issued by
your
subsidiary on August 2, 2005 and subsequently distributed to Clear
Channel Communications as a dividend on its common stock.  In your
response letter, please explain the business purpose for the
issuance
of the note and the subsequent distribution to Clear Channel
Communications.  In particular, tell us the relationship between
the
note`s issuance and the current offering of Class A common stock.
For example, indicate whether the note was issued and distributed
as
consideration for the "transfer to [you] of certain assets related
to
[your] business not currently owned by [you]," as described on
page
1.

2. Please be advised that, prior to any distribution of
preliminary
prospectuses, you should include the price range, the size of the
offering, and all other required information in your amended
registration statement so that we may complete our review.  Refer
to
Items 501(b)(2) and 501(b)(3) of Regulation S-K, Rule 430A of
Regulation C, and Release No. 33-6714.

3. Please provide us with any graphics, pictures, or artwork that
will be used in the prospectus.

Outside Front Cover Page
4. The information on the outside front cover page should be
limited
to that required by Item 501 of Regulation S-K or is otherwise
material.  Please revise the third paragraph on the outside front
cover page to discuss only such information.  Consider, for
example,
whether the conversion features of the Class B stock, which is not
being offered pursuant to the registration statement, need to be
discussed on the cover page.
5. We note that the managing underwriters are not identified on
the
cover page, as required by Item 501(b)(8) of Regulation S-K.  To
the
extent that such underwriters have been retained, please disclose
their identities on the cover page.

6. Please refer to the page following the cover page.  Move the
paragraph regarding the company`s trademarks to another section of
the prospectus.

Prospectus Summary, page 1
7. The business description provided on pages 1-6 is too lengthy,
contains information better-suited for the "Business" section, and
is
repetitive of the information in the prospectus` body.  For
example,
the "Our Competitive Strengths" and "Our Strategy" sections merely
repeat the information provided in the "Business" section.  Item
503(a) of Regulation S-K and part IV.C. of Release No. 33-7497
state
that you should limit the summary to a brief overview of the
offering`s key aspects.  Please revise accordingly.  Further, as
part
of your revisions, we remind you to ensure your summary disclosure
provides a balanced picture of your operations, financial
condition,
and structure.  For example, please disclose your history of net
losses, retained deficit  and significant debt obligations.
8. The second italicized paragraph explaining what "the company"
"we," and "us" mean is unnecessary and should be deleted.  If you
make your disclosure clear from its context, you do not need to
define these terms.
9. You mention on the page 1 that you provide advertising
opportunities through "other out-of-home displays."  Your summary,
however, describes only billboards, street furniture, and transit
displays.  Please briefly describe the "other out-of-home
displays"
that the company offers.
10. Please refer to the "Leading positions in key markets"
discussion
on page 2.  Please explain briefly what being a "designated market
area region" signifies.
11. Please refer to the "Business model with significant financial
flexibility" discussion on page 2.  We note the use of vague
phrases
such as "relatively high levels of cash flows" and "consistent
revenue growth."  Provide quantified disclosure that supports such
characterizations.  Explain what you mean by "relatively" high
levels
of cash flows.  Are you comparing your cash flow to your
competitors?
12. Clarify the way in which your management is "proven" on page
3.
13. Please refer to the "Capitalize on global network..." section
on
page 3.  Using clearer language, explain the meaning of the
statement
"these attributes allow us to amortize investment costs over a
broad
asset base."
14. Please refer to "The Offering" section on page 7.  Explain
what
the company means by "total economic interest of [your] common
stock"
that would be held by Clear Channel Communications after this
offering.
15. Rather than stating "a portion of the outstanding balance,"
please state the amount of the intercompany notes that will be
paid
with the proceeds of this offering.  Revise the "Use of Proceeds"
section accordingly.

Risk Factors, page 14
16. Please revise your subheadings so that they better reflect the
risks discussed.  Currently, some of your risk factor subheadings
simply describe facts (e.g., "We face intense competition in the
outdoor advertising industry;" "We are a controlled company..."),
without mentioning the adverse result to you or your investors.
Also
revise those risk factor subheadings that are generic and could
apply
to any issuer in any industry, such as "Future acquisitions could
have adverse consequences on our existing business or assets" and
"We
may be adversely affected by the occurrence of extraordinary
events."
17. Please revise to ensure that all risk factor discussions focus
on
describing risks, not just facts about the company and its
business.
For example, the risk factor "Our results of operations vary from
quarter to quarter" on page 16 describes the variation in
financial
results; revise to better describe the resulting risks.
Similarly,
please revise the risk factor "If Clear Channel Communications
spins
off our high vote Class B common stock..." on page 26.
18. Certain risk factor discussions are overly generic and should
be
revised to be more specific.  For example, the risk factor
discussion
"Future acquisitions could have adverse consequences..." on page
16
should explain why the company, in particular, faces these risks.
Similarly, the risk factor "Anti-trust regulations may limit
future
acquisitions" on page 16 is overly generic.  If your company faces
particular scrutiny from these regulators due to your dominant
market
position, this fact should be discussed in the risk factor.
Please
revise all other risk factors discussions that are similarly
generic.

We have incurred net losses..., page 14
19. Please explain briefly the known reasons that the company
believes may cause a "reduced demand for [your] advertising
products"
and "underutilization of [your] advertising faces."

Government regulation of outdoor advertising..., page 14
20. Please refer to the third full paragraph ("From time to
time...").  Describe the impact that the amortization ordinances
adopted by municipalities within your existing market had on your
business and financial results, if any.  Provide a similar
discussion
for the impact of the taxes passed by certain jurisdictions on
your
outdoor advertising revenues.
21. The last paragraph describes international regulations of
outdoor
advertisers, not risks stemming from such regulations.  Please
revise
to focus on describing the risks.

Doing business in foreign countries..., page 15
22. Please expand your explanations of how each of the risks
listed
on pages 15-16 could affect the company.  In addition, expand your
discussion of the "substantial tax liabilities" that could result
if
cash is repatriated back to the U.S.

The success of our street furniture..., page 16
23. Please explain in greater detail the reasons why you may not
"successfully negotiate or complete [your] contracts" for
advertisements on street furniture and transit products.  For
example, if the bidding for these contracts is highly competitive,
this fact should be disclosed.

After this offering, we will have substantial debt obligations...,
page 17
24. Please quantify the debt service obligations anticipated after
this offering and consummation of the related transactions.

Additional restrictions on outdoor advertising..., page 18
25. Please quantify the revenues derived from the outdoor
advertising
for tobacco products and alcohol products in recent fiscal years.

We may be adversely affected by the occurrence of extraordinary
events, page 19
26. Revise to address the anticipated impact of the damage
associated
with Hurricane Katrina in the Gulf Coast region on your business
and
financial condition, if material.  Provide corresponding MD&A
disclosure if necessary.

Because Clear Channel Communications controls..., page 20
27. Please discuss the degree of control that Clear Channel
Communications has on your company, including the ability to deter
any change of control attempts, due to the various agreements
between
Clear Channel Communications and your company, e.g., trademark
license agreement, intercompany note, master agreement, and the
corporate services agreements.

If Clear Channel Communications engages in the same type of
business..., page 21
28. Please briefly elaborate on the nature of the "corporate
opportunity policy" and explain why such policy poses a risk.  For
example, you should state here that, under the policy, Clear
Channel
Communications, rather than your company, will have the right to
any
corporate opportunity arising from a potential transaction in
which
both companies have an interest.

Any deterioration in the financial condition..., page 24
29. Please explain in greater detail how deterioration in Clear
Channel Communications` financial condition would increase your
company`s borrowing costs or impair your company`s ability to
access
the capital markets.  Similarly, explain how Clear Channel
Communications can "enter into agreements or adopt policies" that
may
limit your ability to issue equity, incur debt, or meet your
liquidity needs.

Use of Proceeds, page 29
30. Please state the current outstanding balances of the $1.4
billion
and $73.0 million intercompany notes.  We note from page 52 that,
as
of June 30, 2005, the company had approximately $1.7 billion of
debt.
31. Please state the amount of the balance of the "Due from Clear
Channel Communications" intercompany account that will be used to
reduce the outstanding amounts of the $1.4 billion and $73.0
million
intercompany notes.  Quantify the expected amount of the notes
that
will be considered as a contribution of capital by Clear Channel
Communications.
32. Based on your disclosure, it appears that the proceeds will be
used to repay only the amounts due under the $1.4 billion and
$73.0
million intercompany notes.  The relevance of the $2.5 billion
intercompany note in the Use of Proceeds section is unclear.
Please
either move the discussion of this third note to another part of
the
prospectus or explain its relevance to us.

Unaudited Pro Forma Combined Statements of Operations, page 34
33. Please separately present a line item for the weighted average
common shares outstanding used to calculate historical and pro
forma
basic and diluted income (loss) before cumulative effect of a
change
in accounting principle per common share.

Notes to Unaudited Pro Forma Combined Balance Sheet, page 37
34. Please present these transactions gross on the pro forma
combined
balance sheet.

Management`s Discussion and Analysis..., page 43

Overview, page 43
35. Please discuss the most significant business challenges that
management expects to encounter over the next year and beyond as
well
as the known trends, demands, or uncertainties that may affect the
company`s financial condition.  Challenges that should be
discussed
include the transition from being a wholly-owned subsidiary to a
publicly-traded company (including paying for the increased costs
associated with being a public company), the company`s ability to
generate similar rates of growth, and any plans for expansion.
Consider identifying the metrics used to gauge the company`s
financial condition or performance (e.g., revenues per display,
which
is mentioned on page 50).

36. Discuss the financial impact of the increased costs you expect
to
incur as a result of operating as an independent public subsidiary
of
Clear Channel Communications.  For example, you indicate in a risk
factor on page 19 that you may incur increased costs associated
with
reduced economies of scale, costs for services and personnel, etc.
What additional expenses will you incur since Clear Channel
Communications will no longer cover these costs?
37. Discuss whether Clear Channel Communications is planning to
dispose of its interest in your company, if known.  If it has any
such plans, disclose the details of your plans to establish
functions
independently of Clear Channel Communications, including an
estimate
of the costs that you expect to incur in preparing the company to
operate as a stand-alone entity.

Results of Operations, page 45
38. Please refer to the "Revenues" section on page 45.  Quantify
the
"decline in revenues from [your] media products in France" and how
much this decline "offset" the growth.  Provide similar quantified
disclosure with respect to any factors that significantly affected
your financial results for a particular period.
In addition, where multiple factors contributed to a particular
financial result, please state, with quantified disclosure, how
much
each factor contributed to that result.  For example, we note from
page 46 that your domestic operations contributed approximately
$94.9
million to the revenues during 2003 and that this contribution was
due to both "increased rates and occupancy on [your] bulletin
inventory" and your acquisition of The Ackerley Group.  Please
state
how much of this increase was due to the increased rates and
occupancy and how much was due to the Ackerley Group acquisition.

Finally, describe any known trends or uncertainties that had, or
you
expect may reasonably have, a material impact on your operations
and
if you believe that these trends are indicative of future
performance.  For example, it appears that rate increases
contributed
significantly to your growth in revenues; you should indicate
whether
management expects similar rate increases in the future.
Similarly,
indicate whether management expects significant growth in the
number
of displays in the future.
39. Please explain the company`s definition of "divisional"
operating
expenses.

Income Taxes, page 47
40. Please revise your disclosure to more specifically discuss the
factors that resulted in your effective tax rate of 89% for the
year
ended December 31, 2004.  Also disclose in more detail the nature
of
the reversal of certain