SecProbe.io

July 26,  2012

Via e -mail:
Mr. Thomas W. Casey
Executive Vice President and Chief Financial Officer
Clear Channel Outdoor Holdings , Inc.
200 East Basse Road
San Antonio, Texas  78209

Re: Clear Channel Outdoor Holdings , Inc.
Form 10-K for Fiscal Year Ended  December  31, 201 1
Filed February 21 , 201 2
Form 10 -Q for Fiscal Quarter E nded March 31, 201 2
Filed May 4, 2012
  File No.  001-32663

Dear Mr. Casey :

 We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your documents.  Please comply with the
following comments in future filings.  Confirm in writing that you will  do so and provide us with
your proposed disclosure.

Please respond to this letter within ten 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 circumstances, please tell us why 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, 201 1

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 31

Critical Accounting Estimates, page 53

Long -lived Assets , page 54

1. Please consider expanding your critical accounting policies and estimates for long -lived
assets by a ddress ing the role this policy has in understanding the company’s results  of
operations .  For example , on page 35 and 36 you mention accelerated depreciation and

Mr. Casey
Clear Channel Outdoor Holdings, Inc.
July 26, 2012
Page 2

 amortization related to the removal of various structures.  Since long -lived asset
depreciation and potential impairment is one of your significant critical accounting
policies and estimates, expand your disclosure by analyzing to the extent possible factors
such as:
 How the company arrived at the estimate;
 How accurate the estimate/assu mption has been in the past;
 Whether the estimate/assumption  has changed or  is reasonably likely to change in
the future; and
 Evaluate the sensitivity to change of critical accounting estimates .

We also note that structures are approximately 39% of your total assets and you
depreciate them over 5 – 40 years.  Since structure depreciation is significant to your
consolidated statement of income, please consider disclosing more detail regarding the
depreciation period for each type of structure.

Form 10 -Q for the Quarterly Period Ended March 31, 2012

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 20

Liquidity and Capital Resources, page 24

2. We note that during the first quarter you incurred an additional $2.2 billion in debt.  In
order to provide investors insight into your liquidity and cash requirement needs, please
disclose how the incurrence of the new debt fits into your overall business an d liquidity
plan.  In addition, please discuss in detail your  long -term plans and ability to fund your
working capital, capital expenditures, debt service and other funding requirements.
Disclose your long term ability to meet your debt covenants.  For a dditional guidance,
refer to Item 303 of Regulation S -K as well  as Part Four of the Commission’s Interpretive
Release on Management’s Discussion and Analysis of Financial Condition and Results of
Operation which is located on our website at: http://www.sec .gov/rules/interp/33 -
8350.htm .

Please file all correspondence over EDGAR.  We urge all persons who are responsible
for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes
the information the Securities Exchang e Act of 1934 and all applicable Exchange Act rules
require.   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 provide  a written statement from the company
acknowledging that:

Mr. Casey
Clear Channel Outdoor Holdings, Inc.
July 26, 2012
Page 3

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

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

You may contact Inessa Kessman , Senior Staff Accountant, at (202) 551 -3371 or Terry
French, Accounting Branch Chief , at (202) 551 -3828  if you have questions regarding comments
on the financial statements and related matters. Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Terry French for

Larry Spir gel
Assistant Director