September 14, 2009 - SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions | Clear Channel Outdoor Holdings, Inc. (CCO)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

(Name of Issuer)

CLASS A COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

18451C109

(CUSIP Number)

September 2, 2009

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)

x	Rule 13d-1(c)

o	Rule 13d-1(d)

___________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 18451C109

1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Abrams Capital Partners II, L.P. Abrams Capital, LLC Pamet Capital Management, LLC Pamet Capital Management, L.P. David Abrams
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) o
3	SEC Use Only
4	Citizenship or Place of Organization. Abrams Capital Partners II, L.P. – Delaware Abrams Capital, LLC – Delaware Pamet Capital Management, LLC -- Delaware Pamet Capital Management, L.P. -- Delaware David Abrams -- United States

CUSIP No. 18451C109

Number of Shares Beneficially Owned by Each Reporting Person With		5 Sole Voting Power Abrams Capital Partners II, L.P. – 0 shares Abrams Capital, LLC – 0 shares Pamet Capital Management, LLC – 0 shares Pamet Capital Management, L.P. – 0 shares David Abrams – 0 shares
		6 Shared Voting Power Abrams Capital Partners II, L.P. – 2,365,984 shares Abrams Capital, LLC – 2,830,348 shares Pamet Capital Management, LLC – 3,014,313 shares Pamet Capital Management, L.P. – 3,014,313 shares David Abrams – 3,014,313 shares Refer to Item 4 below.
		7 Sole Dispositive Power Abrams Capital Partners II, L.P. – 0 shares Abrams Capital, LLC – 0 shares Pamet Capital Management, LLC – 0 shares Pamet Capital Management, L.P. – 0 shares David Abrams – 0 shares
		8 Shared Dispositive Power Abrams Capital Partners II, L.P. – 2,365,984 shares Abrams Capital, LLC – 2,830,348 shares Pamet Capital Management, LLC – 3,014,313 shares Pamet Capital Management, L.P. – 3,014,313 shares David Abrams – 3,014,313 shares Refer to Item 4 below.
9	Aggregate Amount Beneficially Owned by Each Reporting Person Abrams Capital Partners II, L.P. – 2,365,984 shares Abrams Capital, LLC – 2,830,348 shares Pamet Capital Management, LLC – 3,014,313 shares Pamet Capital Management, L.P. – 3,014,313 shares David Abrams – 3,014,313 shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o Not applicable.
11	Percent of Class Represented by Amount in Row (9)* Abrams Capital Partners II, L.P. – 5.8% Abrams Capital, LLC – 7.0% Pamet Capital Management, LLC – 7.4% Pamet Capital Management, L.P. – 7.4% David Abrams – 7.4% Refer to Item 4 below.

CUSIP No. 18451C109

Type of Reporting Person (See Instructions)

Abrams Capital Partners II, L.P. – OO (Limited Partnership)

Abrams Capital, LLC – OO (Limited Liability Company)

Pamet Capital Management, LLC – OO (Limited Liability Company)

Pamet Capital Management, L.P. – OO (Limited Partnership)

David Abrams – IN

CUSIP NO.

18451C109

Item 1.

(a)	Name of Issuer
	Clear Channel Outdoor Holdings, Inc.
(b)	Address of Issuer’s Principal Executive Offices
	200 East Basse Road, San Antonio, Texas 78209

Item 2.

(a)	Name of Person Filing
	Abrams Capital Partners II, L.P. Abrams Capital, LLC Pamet Capital Management, LLC Pamet Capital Management, L.P. David Abrams
(b)	Address of Principal Business Office or, if none, Residence
	Abrams Capital Partners II, L.P. Abrams Capital, LLC Pamet Capital Management, LLC Pamet Capital Management, L.P. David Abrams c/o Pamet Capital Management, L.P. 222 Berkeley Street, 22nd Floor Boston, MA 02116
(c)	Citizenship
	Abrams Capital Partners II, L.P. - Delaware Abrams Capital, LLC - Delaware Pamet Capital Management, LLC - Delaware Pamet Capital Management, L.P. - Delaware David Abrams - United States
(d)	Title of Class of Securities
	Class A Common Stock, par value $0.01
(e)	CUSIP Number
	18451C109

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	o	Insurance Company as defined in Section 3(a)(19) of the Act

CUSIP NO.

18451C109

(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership**

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount Beneficially Owned
	Abrams Capital Partners II, L.P. – 2,365,984 shares Abrams Capital, LLC – 2,830,348 shares Pamet Capital Management, LLC – 3,014,313 shares Pamet Capital Management, L.P. – 3,014,313 shares David Abrams – 3,014,313 shares
(b)	Percent of Class
	Abrams Capital Partners II, L.P. – 5.8% Abrams Capital, LLC – 7.0% Pamet Capital Management, LLC – 7.4% Pamet Capital Management, L.P. – 7.4% David Abrams – 7.4%
(c)	Number of shares as to which such person has:
	(i)	sole power to vote or to direct the vote
		Abrams Capital Partners II, L.P. – 0 shares Abrams Capital, LLC – 0 shares Pamet Capital Management, LLC – 0 shares Pamet Capital Management, L.P. – 0 shares David Abrams – 0 shares
	(ii)	shared power to vote or to direct the vote

CUSIP NO.

18451C109

		Abrams Capital Partners II, L.P. – 2,365,984 shares Abrams Capital, LLC – 2,830,348 shares Pamet Capital Management, LLC – 3,014,313 shares Pamet Capital Management, L.P. – 3,014,313 shares David Abrams – 3,014,313 shares
	(iii)	sole power to dispose or to direct the disposition of
		Abrams Capital Partners II, L.P. – 0 shares Abrams Capital, LLC – 0 shares Pamet Capital Management, LLC – 0 shares Pamet Capital Management, L.P. – 0 shares David Abrams – 0 shares
	(iv)	shared power to dispose or to direct the disposition of
		Abrams Capital Partners II, L.P. – 2,365,984 shares Abrams Capital, LLC – 2,830,348 shares Pamet Capital Management, LLC – 3,014,313 shares Pamet Capital Management, L.P. – 3,014,313 shares David Abrams – 3,014,313 shares

** Shares reported herein for Abrams Capital Partners II, L.P. (“ACP II”) represent shares beneficially owned by ACP II. Shares reported herein for Abrams Capital, LLC (“Abrams Capital”) represent shares beneficially owned by ACP II and other private investment funds for which Abrams Capital serves as general partner. Shares reported herein for Pamet Capital Management, L.P. (“Pamet LP”) and Pamet Capital Management, LLC (“Pamet LLC”) represent the above-referenced shares beneficially owned by Abrams Capital and shares beneficially owned by another private investment fund for which Pamet LP serves as investment manager. Pamet LLC is the general partner of Pamet LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and Pamet LLC. Mr. Abrams is the managing member of Abrams Capital and Pamet LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

CUSIP NO.

18451C109

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP NO.

18451C109

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date:

September 14, 2009

ABRAMS CAPITAL PARTNERS II, L.P.

By: Abrams Capital, LLC,

its General Partner

By: /s/ David Abrams

David Abrams, Managing Member

ABRAMS CAPITAL, LLC

By: /s/ David Abrams

David Abrams, Managing Member

PAMET CAPITAL MANAGEMENT, LLC

By: /s/ David Abrams

David Abrams, Managing Member

PAMET CAPITAL MANAGEMENT, L.P.

By: Pamet Capital Management, LLC,

its General Partner

By: /s/ David Abrams

David Abrams, Managing Member

DAVID ABRAMS

By: /s/ David Abrams

David Abrams, individually

Exhibit 1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of September 14, 2009, is by and among Abrams Capital Partners II, L.P., Abrams Capital, LLC, Pamet Capital Management, LLC, Pamet Capital Management, L.P. and David Abrams (collectively, the “Filers”).

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to shares of Class A Common Stock, par value $0.01, of Clear Channel Outdoor Holdings, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice (or such lesser period of notice as the Filers may mutually agree) to the other party.

Executed and delivered as of the date first above written.

ABRAMS CAPITAL PARTNERS II, L.P.

By: Abrams Capital, LLC,

its General Partner

By: /s/ David Abrams

David Abrams, Managing Member

ABRAMS CAPITAL, LLC

By: /s/ David Abrams

David Abrams, Managing Member

PAMET CAPITAL MANAGEMENT, LLC

By: /s/ David Abrams

David Abrams, Managing Member

PAMET CAPITAL MANAGEMENT, L.P.

By: Pamet Capital Management, LLC,

its General Partner

By: /s/ David Abrams

David Abrams, Managing Member

DAVID ABRAMS

By: /s/ David Abrams

David Abrams, individually