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Fulbright & Jaworski L.L.P.

A Registered Limited Liability Partnership

300 Convent Street, Suite 2200

San Antonio, Texas 78205-3792

www.fulbright.com

    dlansdale@fulbright.com

direct dial: (210) 270-9367

    telephone: (210) 224-5575

facsimile: (210) 270-7205

October 27, 2005

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 0308

Washington, D.C. 20549

Attention: Ted Yu

    Re:

    Clear Channel Outdoor Holdings, Inc.

Registration Statement on Form S-1

File No. 333-127375

Ladies and Gentlemen:

     Clear Channel Outdoor Holdings, Inc. (the “Company”) has filed its Registration Statement on
Form S-1 relating to the initial public offering of shares of its Class A Common Stock (the
“Stock”). At the request of the Company, the underwriters will reserve shares of Stock for sale to
certain employees and friends of the Company (“Invitees”) through a Reserved Share Program (the
“Program”) to be conducted by Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”).
The class of persons for whom shares of Stock will be reserved will be determined by the Company,
which will provide Merrill Lynch with the names and addresses of such Invitees along with the
maximum number of shares which will be reserved for each such Invitee. Offers and sales of the
Stock to Invitees through the Program will be on the same terms as those offered and sold to the
general public. Invitees will be invited to participate in the program either by an overnight
mailing of materials (Print and Mail Method) or by e-mail (Print Suppression Method).

     Print and Mail Method - Based upon information provided by the Company, Merrill Lynch will
prepare and mail to each Invitee a package of materials consisting of a short introductory letter
from Merrill Lynch, a letter from the Company describing the Program and its mechanics (the “CEO
Letter”), an Indication of Interest Form (“IOI”), and a booklet entitled “How to Respond to the
Reserved Share Program” (the “Booklet”). The package of materials includes a copy of the
preliminary prospectus, and a phone number which the Invitee may call if he or she has any
questions concerning the Program.

     In addition to explaining the mechanics of the Program, the CEO Letter makes clear that the
Invitee is under no obligation to purchase Stock through the Program, that responding to the
mailing will involve no obligation of any kind, that the Invitee is not, by reason of his or
her

Securities and Exchange Commission

October 27, 2005

Page 2

inclusion in the Program, assured of obtaining a particular number of shares or any shares,
that no offer to buy Stock may be accepted and no part of the purchase price can be received until
the Registration Statement has been declared effective, and that any such offer to buy can be
withdrawn, in whole or in part, without obligation or commitment, at any time prior to notice of
its acceptance given after the effective date. The CEO Letter also contains the legend set forth
in Securities Act Rule 134.

     The IOI is designed to be signed by the Invitee and returned to Merrill Lynch by facsimile.
It is the method by which the Invitee affirms certain statements contained in the Booklet,
including that the Invitee has received a copy of the preliminary prospectus, that the number of
shares indicated is for the Invitee’s personal account, that the Invitee is aware that he or she is
not assured of obtaining any or all of the shares requested, and a reiteration of the fact that no
offer to buy shares can be accepted, and no part of the purchase price can be received, until
effectiveness of the Registration Statement, and that the indication of interest involves no
obligation or commitment of any kind. It also provides the mechanism which allows the Invitee to
indicate his or her answers (and the answers of his or her joint account holder if the Invitee
wishes to purchase in a joint account) to the questions, also contained in the Booklet, which are
designed to allow Merrill Lynch to determine whether the Invitee is prohibited from purchasing the
Stock under NASD Conduct Rule 2790. Another item in the IOI is designed to provide the vehicle by
which the Invitee can indicate the maximum number of shares in which he or she wishes to express an
interest, and adduces certain personal information necessary for the administration of the Program.

     In addition to setting out instructions on how to complete and return the IOI, the Booklet
contains a series of Frequently Asked Questions about the Program, along with the answers to those
questions.

     If the Invitee is interested in reserving Stock through the Program, he or she is directed to
return the completed IOI to Merrill Lynch by a specified date. Once the Invitee has returned a
completed IOI to Merrill Lynch, and assuming that there is no regulatory impediment to his or her
participation in the Program under Conduct Rule 2790, the Invitee’s personal information and the
maximum number of shares in which the Invitee has expressed an interest are forwarded to a Merrill
Lynch Financial Advisor or Registered Representative who will contact the Invitee to assist in
opening a Merrill Lynch account to allow for purchase of the Stock. All purchases by the Invitee
through the Program must be made in an account at Merrill Lynch.

     Following receipt of all expressions of interest and the establishment of accounts for each
Invitee, the Company will determine the final allocation of shares which will be made available to
the Invitees. This allocation is made in the sole discretion of the Company.

     Once the Registration Statement has been declared effective and the public offering price of
the Stock has been determined, the Merrill Lynch Financial Advisor or Registered
Representative to whom the Invitee has been assigned will contact the Invitee, and inform the

Securities and Exchange Commission

October 27, 2005

Page 3

Invitee of the public offering price and the maximum number of shares which the Company has
determined that he or she may purchase. The Invitee is then asked whether he or she wishes to
purchase Stock at that price, and if so, how many shares (subject to a minimum of 100 shares and
subject to the maximum set by the Company). The Invitee may then decline to purchase Stock, agree
to purchase Stock but specify a lesser number of shares than the maximum number set by the Company,
or purchase the maximum number of shares. If the Financial Advisor or Registered Representative
cannot reach the Invitee within 24 hours of pricing, the Invitee will lose the opportunity to
participate in the Program. If the Invitee agrees to purchase Stock, a copy of the final
prospectus is sent to the Invitee along with a confirmation of the transaction. The mechanics of
the sale to the Invitee is handled the same way as any other sale of the Stock to any purchaser in
the public offering. The Invitees are not required to pre-fund their accounts, and payment is not
required until after the Invitee has confirmed his or her indication of interest after the pricing
of the offering. Invitees are not subject to a lock-up as a condition of their participation in
the Program.

     Print Suppression (E-mail) Method - Under this method, the Company will provide to Merrill
Lynch a list of Invitees, along with their e-mail addresses and the maximum number of shares in
which each such person may invest. Merrill Lynch will then send to each Invitee an e-mail in the
form shown in the first page of the Print Suppression package. Should the Invitee wish, he or she
would then click on the hyperlink, and would be presented with a log-in screen. The log-in screen
would contain, among other things, the legend set forth in Rule 134. The Invitee could then log-in
to the Deal Sketch page using the Deal ID and PIN number provided in the initial e-mail.

     The Deal Sketch page indicates the status of the Program at the time the Invitee logs-in,
which may be that indications of interest are being accepted, the response deadline has passed, the
acceptance period has begun, etc. It also shows to each Invitee the number of shares in which he
or she may indicate an interest, and important information about the public offering, including the
relevant dates and details of the offering. The Invitee is advised to read the CEO Letter by
clicking on the appropriate button. The CEO Letter advises the Invitee to review the preliminary
prospectus by clicking on the embedded hyperlink, and also advises that the Invitee may review the
preliminary prospectus at any time by returning to the Deal Sketch page and clicking the
“prospectus” button. In addition to explaining the mechanics of the Program, the CEO Letter makes
clear that the Invitee is under no obligation to purchase shares through the Program, that
responding will involve no obligation of any kind, that the Invitee is not, by reason of his or her
inclusion in the Program, assured of obtaining a particular number of shares or any shares, that no
offer to buy shares may be accepted and no part of the purchase price can be received until the
Registration Statement has been declared effective, and that any such offer to buy can be
withdrawn, in whole or in part, without obligation or commitment, at any time prior to notice of
its acceptance given after the effective date. The CEO Letter also contains the Rule 134 legend
and a series of Frequently Asked Questions about the Program, along with the answers to those
questions. If the Invitee chooses to participate in the Program, the procedure is
exactly the same as if the Program were being conducted according to the Print and Mail

Securities and Exchange Commission

October 27, 2005

Page 4

method. Please note that the Print Suppression methodology has been passed upon by Cecilia Blye,
Esq. of the Office of the General Counsel of the Division of Corporation Finance.

     A copy of the latest draft of the Program materials is provided supplementally for your
review, along with draft screen shots of the Log In Page and the Deal Sketch page. Please note
that the information used on the draft Deal Sketch page is for illustration only and is subject to
change.

     If any member of the Staff has any questions concerning these matters or needs additional
information or clarification, he or she should contact the undersigned at (210) 224-5575.

Very truly yours,

Daryl L. Lansdale, Jr.

    cc:

    John Tippit (Clear Channel Communications, Inc.)

John W. White (Cravath, Swaine & Moore LLP)

Clear Channel Outdoor Holdings, Inc.

Print and Mail Materials

    To:

    Employees and Friends of Clear

Channel Outdoor Holdings, Inc.:

     In connection with the recent filing with the Securities and Exchange Commission of a
Registration Statement relating to a proposed offering of shares of Class A Common Stock of Clear
Channel Outdoor Holdings, Inc. (the “Company”), we are sending you at the request of the Company a
copy of the preliminary prospectus included in the Registration Statement and the enclosed letter
of the Company describing the reservation of Class A Common Stock for certain employees and friends
of the Company, along with certain related materials.

     Please be advised that the internal policy of Merrill Lynch & Co., and that of its subsidiary
corporations and affiliates (“Merrill Lynch”), prohibits Merrill Lynch employees (as well as
members of the employees’ immediate family), from purchasing shares offered by a company through a
reserved share program, unless the purchaser is an employee or director of that company, one of its
subsidiaries or its parent company. The definition of an immediate family member includes spouses,
parents, children, brothers, sisters, mothers-in-law, fathers-in-law, brothers-in-law,
sisters-in-law, sons-in-law, daughters-in-law, or any relative to whose support the Merrill Lynch
employee contributes, directly or indirectly.

     If you have any questions regarding the details of the enclosed material or the preliminary
prospectus, please contact your present Merrill Lynch Financial Advisor or Registered
Representative or the Reserved Share Program at 1-866-276-1462.

    Merrill Lynch, Pierce, Fenner & Smith

Incorporated

l, 2005

    To:

    Employees and Friends of Clear

Channel Outdoor Holdings, Inc.:

     A Registration Statement providing for a public offering of Class A Common Stock of Clear
Channel Outdoor Holdings, Inc. (the “Company”) has been filed with the United States Securities and
Exchange Commission.

     The offering will be made through a group of underwriters including Merrill Lynch, Pierce,
Fenner & Smith Incorporated (“Merrill Lynch”). In the course of its discussions with the
underwriters, the Company has arranged to reserve a limited number of shares of Class A Common
Stock for purchase by certain employees and friends of the Company. The purchase price to you will
be the same as the offering price to the public, which is presently expected to be between $l
and $l per share.

     Enclosed for your information is a copy of the preliminary prospectus dated [Date of Reds],
which is part of the Registration Statement. No sales of the shares may be made until the
Registration Statement has been declared effective by the United States Securities and Exchange
Commission and the price per share has been determined. This is expected to occur during the week
of l, 2005.

     If, after reading the preliminary prospectus, you have an interest in purchasing shares in the
public offering, please consult the included booklet entitled “How to Respond to the Reserved Share
Program” for instructions on how to send your Indication of Interest Form. All responses must be
received no later than l, 2005. Please be advised that the l deadline will be strictly
enforced. DO NOT SEND MONEY NOW. A list of the most commonly asked questions about the Reserved
Share Program, along with the answers to those questions, can be found at the back of the enclosed
booklet. If you have any other questions, please call the Reserved Share Program at
1-866-276-1462.

     You are permitted to reserve Class A Common Stock only for your own personal account and not
on behalf of any other person, although you may choose to purchase jointly with one member of your
immediate family. The shares may not be purchased on margin. Due to the nature of a Reserved
Share Program, we cannot assure you that you will obtain the number of shares requested. Further,
all such reservations and ultimate sales are subject to final clearance under federal and state
securities laws and the rules and regulations of the National Association of Securities Dealers,
Inc.; it cannot be determined at this time whether such clearances will be obtained.

     In the event that the aggregate indications of interest exceed the maximum number of shares
reserved for the program, Class A Common Stock will be allocated in a manner to be determined by
the Company.

     Arrangements have been made with Merrill Lynch to handle the sale of the reserved shares. If
you send your information, a Merrill Lynch Financial Advisor or Registered Representative will
contact you to assist you in opening a Merrill Lynch brokerage account if you do not currently have
one. Purchases of reserved shares may be made only through a brokerage account at Merrill Lynch.
While your purchase of the Company’s Class A Common Stock will not be subject to normal brokerage
commissions, your account at Merrill Lynch will be subject to Merrill Lynch’s normal account
charges. Merrill Lynch will need all the information requested on the enclosed form, so be certain
to complete it in all respects. It is the policy and the practice of Merrill Lynch to afford
confidentiality to any information that it receives about a client’s financial affairs. Aside from
the restrictions on the