SecProbe.io

June 27, 2011
 Via E-mail

Mr. Thomas W. Casey Clear Channel Outdoor Holdings, Inc. 200 East Basse Road San Antonio, Texas  78209
Re: Clear Channel Outdoor Holdings, Inc.
 Form 10-K
Filed February 14, 2011 File No. 005-81186

Dear Mr. Thomas W. Casey:
 We have reviewed your filing and have the fo llowing comments.  Please comply with the
following comments in future filings.  Confirm in  writing that you will do so and explain to us
how you intend to comply.  In some of our co mments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10-K for the fiscal year ended December 31, 2010

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 33
 Results of Operations, page 36

1. Please expand your discussion of results of ope rations in total and by segment to identify
and discuss key performance indicators, in cluding non-financial performance indicators
that you use to manage the business and that would be material to investors.  Your
discussion should include the increase or dec line in revenue attribut able to pricing and
volume.  You should identify and disclose known trends, events, demands, commitments
and uncertainties that are reas onably likely to have a ma terial effect on financial
condition or operating performance in the fu ture.  For example, you should discuss the
impact that digital media will have on your re sults of operations in the future.  Please
refer to Commission Guidance Regarding Ma nagement's Discussion and Analysis of

Mr. Thomas W. Casey Clear Channel Outdoor Holdings, Inc. June 27, 2011 Page 2

 Financial Condition and Results of Opera tions, Release Nos. 33-8350; 34-48960; FR-72
at:  http://www.sec.gov/ru les/interp/33-8350.htm
.  Please provide us with the proposed
disclosures that you will incl ude in your future filings.

Notes to Consolidated Financial Statements, page 64

Note 7 – Commitments, Contingencies and Guarantees, page 80

2. We note that for you received final unfavorab le rulings by the thir d administrative level
for both L&C and Klimes.  We also note that yo u did not accrue any costs related to these
claims based on your review of the law in simila r cases in other Brazili an states.   Tell us
in more detail how you concluded that at December 31, 2010, it wa s not probable that
you had incurred a liability with respect to these claims. Also, disclose the range of
reasonably possible loss.  If you conclude that  you cannot estimate a range of reasonably
possible losses on any of the matters, please disc lose this fact in your  next Form 10-Q in
accordance with ASC 450.   .
Note 13 – Segment Data, page 92

3. Please disclose all information as requi red by ASC 280-10-50-41, including deferred tax
assets located in the public entity's count ry of domicile and located in all foreign
countries.  Also if revenue and assets in an  individual foreign count ry are material, those
revenues and assets should be disclosed separately.
 Note 14 – Quarterly Results of Operations, page 94

4. Please disclose the reason(s) for material differences in net income between quarterly
periods presented.   We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Mr. Thomas W. Casey Clear Channel Outdoor Holdings, Inc. June 27, 2011 Page 3

  the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please file all correspondence over EDGAR.  You may contact Inessa Kessman, Senior
Staff Accountant at 202-551-3371 or Terry Frenc h, Accountant Branch Chief, at (202) 551-3828
if you have questions regarding comments on the financial statements and related matters.
Please contact John Zitko, Staff Attorney at (202) 551-3399 or me at (202) 551-3810 with any
other questions.
Sincerely,
   /s/ Terry French for   Larry Spirgel
Assistant Director