Form: 3

Initial statement of beneficial ownership of securities

August 16, 2011

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
CC Media Holdings Inc
(Last) (First) (Middle)
200 EAST BASSE ROAD
(Street)
SAN ANTONIO TX 78209
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2008 		3. Issuer Name and Ticker or Trading Symbol
Clear Channel Outdoor Holdings, Inc. [ CCO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1)(2) (1)(2) Class A Common Stock 315,000,000 (3) I See footnote.(4)
1. Name and Address of Reporting Person*
CC Media Holdings Inc
(Last) (First) (Middle)
200 EAST BASSE ROAD
(Street)
SAN ANTONIO TX 78209
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clear Channel Capital I, LLC
(Last) (First) (Middle)
200 EAST BASSE ROAD
(Street)
SAN ANTONIO TX 78209
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clear Channel Capital II, LLC
(Last) (First) (Middle)
200 EAST BASSE ROAD
(Street)
SAN ANTONIO TX 78209
(City) (State) (Zip)
Explanation of Responses:
1. Each share of Class B Common Stock of the Issuer is convertible at any time into one share of Class A Common Stock, subject to certain limited exceptions.
2. Each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon any transfer, subject to certain limited exceptions.
3. Any conversions are effected on a one-for-one basis.
4. CC Media Holdings, Inc., Clear Channel Capital II, LLC and Clear Channel Capital I, LLC are indirect beneficial owners of the reported securities. These shares are directly owned by Clear Channel Holdings, Inc., which is an indirect wholly owned subsidiary of Clear Channel Capital I, LLC, which is a direct wholly owned subisidary of Clear Channel Capital II, LLC, which is a direct wholly owned subsidiary of CC Media Holdings, Inc.
Remarks:
/s/ Hamlet T. Newsom, Jr., as Vice President, Associate General Counsel and Assistant Secretary of CC Media Holdings, Inc. 08/16/2011
/s/ Hamlet T. Newsom, Jr., as Vice President, Associate General Counsel and Assistant Secretary of Clear Channel Capital II, LLC 08/16/2011
/s/ Hamlet T. Newsom, Jr., as Vice President, Associate General Counsel and Assistant Secretary of Clear Channel Capital I, LLC 08/16/2011
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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