UPLOAD: SEC-generated letter

Mail Stop 3561


October 6, 2005


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

Re: Clear Channel Outdoor Holdings, Inc.
Amendment No. 2 to Form S-1
File No. 333-127375
Filed September 26, 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 amendment.

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 your response to prior comment 1 of our September 9,
2005
letter. In your response letter, and with a view towards
disclosure,
please explain how the issuance of the $2.5 billion intercompany
note
helped "set the appropriate capitalization" for the company and
"maximize" the value of Clear Channel Communications` investment
in
the company. Explain the companies` reasoning for the decision to
set the "appropriate capitalization," including how they
determined
what capitalization was "appropriate" and the basis for this
determination.
Prospectus Summary, page 1
2. The business discussion in your prospectus summary is still
overly
lengthy. Please further reduce the length of the discussion by
focusing on only the key aspects of your business and strategy.
For
example, consider reducing the length of the "Competitive
Strengths,"
"Our Strategy," and "Our Business" sections. Detailed discussions
can be included in the Business section rather than in the
prospectus
summary.

Risk Factors, page 14
3. Please avoid using generic and vague phrases as such "may
affect
our advertising revenues" or "may affect our ability to conduct
business" in your subheadings and discussions. Instead, use more
descriptive phrases so that readers can better understand the
risks`
effects.

Doing business in foreign countries..., page 14
4. We note the revisions made in response to prior comment 22 of
our
September 9, 2005 letter. Please explain how each factor listed
on
pages 14-15 could specifically result in disruptions to your
business
or financial losses in your international operations.

Antitrust regulations may limit future acquisitions..., page 16
5. Please explain the effect on your business and strategy if the
Department of Justice, Federal Trade Commission, or foreign
antitrust
agencies take the actions described on page 15.

Management`s Discussion and Analysis, page 43
6. We note your response to prior comments 35 and 38 of our
September
9, 2005 letter. As stated in Release No. 33-8350, a good overview
section should "provide insight into material opportunities,
challenges and risks, such as those presented by known material
trends and uncertainties, on which the company`s executives are
most
focused for both the short and long term, as well as the actions
they
are taking to address these opportunities, challenges and risks."
Your response to prior comment 38 indicates that the state of the
economy and advertising market have the most immediate material
uncertainty surrounding the company`s business; please disclose
this
fact more prominently in your MD&A section. Your response also
indicates that management is not currently aware of any trends
relating to these factors, as well as any geopolitical events and
government regulations, that could impact the company`s
operations.
This belief on the part of management should also be disclosed
prominently.
Use of OIBDAN, page 53
7. We note that the international segment`s OIBDAN "remained
relatively flat" for the six months ended June 30, 2005. Please
provide quantified disclosure rather than vague phrases such as
"relatively flat." Also quantify the "revenue decline" in France.
Make similar revisions throughout the prospectus, as applicable.
8. Please refer to prior comment 42. Please revise your
disclosure
to reconcile your segment OIBDAN to your segment operating income.
Also, comply with this comment throughout the filing where segment
OIBDAN is presented.

Financial Condition and Liquidity, page 54
9. Please refer to the discussion of your investing activities for
the six months ended June 30, 2005 on page 55. Identify the
"nonconsolidated affiliate."
10. Please tell us if the reference to 2003 is a typographical
error.
If not, tell us how it relates to the change between the six
months
ended June 30, 2005 as compared to the six months ended June 30,
2004.

Liquidity, page 55
11. Please refer to the first full paragraph on page 56
("Management
believes..."). Please quantify the period of time that management
believes future funds from operations and available borrowing
capacity will be sufficient to fund your debt service
requirements,
working capital requirements, capital expenditure requirements and
costs of this offering.
12. Please refer to your discussion of the uncommitted revolving
demand promissory note on page 57. We note the cross-reference to
the "-Cash and cash equivalents; cash management policies"
discussion. Please clarify the relationship of the uncommitted
revolving demand promissory note to the cash management policies.
Is
the uncommitted revolving demand promissory note the same as the
"cash management note[s]" discussed on page 58? If not, then
disclose the material terms of the uncommitted revolving demand
promissory note (e.g., amount available and interest rate).
13. Please refer to prior comment 49. Revise your disclosure to
quantify your short-term and long-term cash requirements. Your
discussion should include the funds necessary to maintain current
operations and any commitments for capital expenditures and other
expenditures.



Industry Metrics, page 66
14. Please provide us with copies of the relevant excerpts from
the
OAAA report cited here. Disclose the basis of your belief that
the
growth rate for outdoor advertising was higher than the overall
U.S.
advertising growth.

Corporate Services Agreement, page 102
15. We note your response to prior comment 64 of our September 9,
2005 letter. Please elaborate on the "ratio" of your OIBDAN to
the
total Clear Channel Communications OIBDAN and how the "allocable
portion" of the compensation costs and benefits are based on this
ratio.

Combined Statement of Operations, page F-4
16. Please refer to prior comment 73. We understand that your
divisional operating expenses include both cost of services and
selling, general and other administrative expenses. Please
segregate
these line items on your statement of operations. Refer to Rule
5-
03(b)(2) of Regulation S-X.

Combined Statements of Cash Flows, pages F-6 and F-32
17. Please revise to include the impact of your foreign currency
translations in the applicable line item(s) in operating
activities.
18. Please tell us why the line item, "Net cash transferred to
Clear
Channel Communications," is presented as a financing activity.

* * * * *

As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.

You may contact Robert Carroll at (202) 551-3362 or Dean
Suehiro at (202) 551-3384 if you have questions regarding comments
on
the financial statements and related matters. Please contact Ted
Yu
at (202) 551-3372, Michele M. Anderson, Legal Branch Chief, at
(202)
551-3833, or me at (202) 551-3810 with any other questions.


Sincerely,



Larry Spirgel
Assistant Director

Mark P. Mays
Clear Channel Outdoor Holdings, Inc.
October 6, 2005
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