<PAGE>

                 As filed with the Securities and Exchange Commission
                                  on June 30, 1997
                                                     Registration No. 333-      

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                ______________________

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                ______________________

                           UNIVERSAL OUTDOOR HOLDINGS, INC.
                (Exact name of registrant as specified in its charter)
            Delaware                                    36-3766705
    (State or other jurisdiction of         I.R.S. Employer Identification No.)
    incorporation or organization)
                                 311 S. Wacker Drive
                                      Suite 6400
                               Chicago, Illinois 60606
                                    (312) 431-0822
                                           
       (Address, including ZIP code, and telephone number, including area code,
                     of registrant's principal executive offices)

                           UNIVERSAL OUTDOOR HOLDINGS, INC.
                              1997 EQUITY INCENTIVE PLAN
                                 (Full title of plan)

         Paul G. Simon, Esq.                          Copy to:
          General Counsel                   Leland E. Hutchinson, Esq.
    Universal Outdoor Holdings, Inc.               Winston & Strawn
       311 S. Wacker Drive                      35 West Wacker Drive
            Suite 6400                        Chicago, Illinois 60601
      Chicago, Illinois 60606                      (312) 558-7336
          (312) 431-0822
(Name, address, including ZIP code, and
 telephone number, including area code,
         of agent for service)

                           CALCULATION OF REGISTRATION FEE
 

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                 Proposed                Proposed   
Title of securities to be    Amount to be    maximum offering      maximum aggregate 
      registered              registered    price per share (1)    offering price (1)    Amount of registration fee
---------------------------------------------------------------------------------------------------------------------
<S>                          <C>            <C>                    <C>                   <C>
Common Stock,
par value
$.01 per share               500,000 shrs.        $33.50              $16,750,000                 $5,075.76
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------

</TABLE>

(1) Calculated pursuant to Rule 457(h) of the Securities Act of 1933, as
    amended, based upon the average of the bid and ask price of the common
    stock, par value $.01 per share, of Universal Outdoor Holdings, Inc. on the
    Nasdaq National Market System on June 27, 1997.

<PAGE>

                                       PART I
                                INFORMATION REQUIRED
                             IN SECTION 10(a) PROSPECTUS

              The document containing the information specified in Part I of 
Form S-8 will be sent or given to participating employees as specified by 
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities 
Act"). These documents and the documents incorporated by reference into this 
Registration Statement pursuant to Item 3 of Part II of this Registration 
Statement, taken together, constitute a prospectus that meets the 
requirements of Section 10(a) of the Securities Act.


                                       PART II
                             INFORMATION REQUIRED IN THE
                                REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

              The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Universal Outdoor Holdings, Inc. (the
"Company") are incorporated herein by reference:

              (a)  The Company's Annual Report on Form 10-K as filed with the 
Commission on March 28, 1997 under the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), containing audited financial statements for the 
Company's latest fiscal year.

              (b)  All other reports filed pursuant to Section 13(a) or 15(d) 
of the Exchange Act, since the end of the fiscal year covered by the Annual 
Report on Form 10-K referenced above including, without limitation, the 
Quarterly Report on Form 10-Q filed with the Commission on May 12, 1997.

              (c)  The description of the Company's common stock, par value
$.01 per share (the "Common Stock"), which is contained in the registration
statement on Form 8-A filed with the Commission on June 6, 1996 under the
Exchange Act, including any subsequent amendment or any report filed for the
purpose of updating such description.

              All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold are deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

              Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

              Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

              None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

              The Company is incorporated under the laws of the State of
Delaware.  Section 145 of the Delaware Law ("Section 145") provides that a
Delaware corporation may indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer, director, employee or agent of another corporation
or enterprise.  The indemnity may include expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action or proceeding, if he
acted in good faith and in a manner he reasonably believed


                                         II-1


<PAGE>

to be in or not appeared to the best interests of the corporation, and, with
respect to any criminal action, had no reasonable cause to believe that his
conduct was illegal.  A Delaware corporation may indemnify any persons who are,
or are threatened to be made, a party to any threatened, pending or completed
action or suit by or in the right of the corporation by reason of the fact that
such person was a director, officer, employee or agent of another corporation or
enterprise.  The indemnity may include defense or settlement of such action or
suit, provided such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests except that
no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation.  Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director has actually and reasonably incurred.

              The Company's Bylaws provide for the indemnification of directors
and officers of the Company to the fullest extent permitted by Section 145.

              As permitted by Section 102(b)(7) of the Delaware Law, the
Certificate of Incorporation provides that directors of the Company shall have
no personal liability to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except (i) for any breach of a
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violations of law, (iii) pursuant to Section 174 of the Delaware Law, or (iv)
for any transaction from which a director derived an improper personal benefit.

              The Company maintains directors' and officers' liability
insurance which insures the directors and officers of the Company against
certain liabilities.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

              Not applicable.


ITEM 8.  EXHIBITS

Exhibit
Number             Description of Exhibit
------             ----------------------

4.01               Third Amended and Restated Certificate of Incorporation of
                   the Company (filed as Exhibit 3.1 to the Company's Annual
                   Report on Form 10-K filed with the Commission on March 28,
                   1997, as amended (the "Annual Report"), and hereby
                   incorporated by reference)

4.02               Second Amended and Restated By-laws of the Company (filed as
                   Exhibit 3.2 to the Annual Report and hereby incorporated by
                   reference)

*4.03              Form of 1997 Equity Incentive Plan

4.04               Specimen Common Stock Certificate of the Company (filed as
                   Exhibit 4.1 to the Annual Report and hereby incorporated by
                   reference)

*5.01              Opinion of Winston & Strawn as to the legality of the
                   securities being registered

*23.01             Consent of Winston & Strawn (included in its opinion filed
                   as Exhibit 5.01)

*23.02             Consent of Price Waterhouse LLP


                                         II-2


<PAGE>

24.01              Powers of Attorney (included on signature page)
_____________________
*   Filed herewith.

ITEM 9.  UNDERTAKINGS

              (a)  The undersigned Company hereby undertakes:

              (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                     (i)     To include any prospectus required by Section
    10(a)(3) of the Securities Act;

                    (ii)     To reflect in the prospectus any facts or events
    arising after the effective date of this Registration Statement (or the
    most recent post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth in
    this Registration Statement; and

                   (iii)     To include any material information with respect
    to the plan of distribution not previously disclosed in this Registration
    Statement or any material change to such information in the Registration
    Statement;

              PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

              (2)  That, for purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

              (b)  The undersigned Company hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


                                         II-3

<PAGE>

                                      SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Chicago, State of Illinois, on May 19, 1997.

                             UNIVERSAL OUTDOOR HOLDINGS, INC.


                             By:        /s/ Daniel L. Simon
                                 --------------------------------------

                                       Daniel L. Simon
                                  President and Chief Executive Officer

                                  POWER OF ATTORNEY

              The undersigned directors and executive officers of Universal
Outdoor Holdings, Inc. do hereby constitute and appoint Brian T. Clingen and
Paul G. Simon, and each of them, with full power of substitution, our true and
lawful attorneys-in-fact and agents to do any and all acts and things in our
name and behalf in our capacities as directors and officers, and to execute any
and all instruments for us and in our names in the capacities indicated below
which such person may deem necessary or advisable to enable Universal Outdoor
Holdings, Inc. to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange Commission, in connection with this Registration Statement,
including specifically, but not limited to, power and authority to sign for us,
or any of us, in the capacities indicated below, any and all amendments
(including pre-effective and post-effective amendments) hereto; and we do hereby
ratify and confirm all that such person or persons shall do or cause to be done
by virtue hereof.

              Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 19, 1997.


    Signature                                    Title
    ---------                                    -----

     /s/ Daniel L.Simon      Director, President and Chief Executive Officer
----------------------------
    Daniel L. Simon          (Principal Executive Officer)


     /s/ Brian T. Clingen    Director, Vice President, Chief Financial Officer 
----------------------------
    Brian T. Clingen         (Principal Financial and Accounting Officer)


     /s/ Michael J. Roche    Director
----------------------------
    Michael J. Roche


     /s/ Michael B. Goldberg      Director
----------------------------
    Michael B. Goldberg


     /s/ Frank K. Bynum      Director
----------------------------
    Frank K. Bynum


                                         II-4


<PAGE>

               INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

 

<TABLE>
<CAPTION>
Exhibit            
Number        Description of Exhibit                                                Page
------        ----------------------                                                ----
<S>           <C>                                                                   <C>

4.01          Third Amended and Restated Certificate of Incorporation of the
              Company (filed as Exhibit 3.1 to the Company's Annual Report on
              Form 10-K filed with the Commission on March 28, 1997, as amended
              (the "Annual Report"), and hereby incorporated by reference)     
              
4.02          Second Amended and Restated By-laws of the Company (filed as
              Exhibit 3.2 to the Annual Report is hereby incorporated by
              reference)
              
*4.03         Form of 1997 Equity Incentive Plan 

4.04          Specimen Common Stock Certificate of the Company (filed as
              Exhibit 4.1 to the Annual Report and hereby incorporated by
              reference)

*5.01         Opinion of Winston & Strawn as to the legality of the securities
              being registered
              
*23.01        Consent of Winston & Strawn (included in its opinion filed as
              Exhibit 5.01)
              
*23.02        Consent of Price Waterhouse LLP
              
24.01         Powers of Attorney (included on signature page)
______________________
*   Filed herewith.

</TABLE>


                                         II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19390}]
{"company-data": {"conformed-name": "UNIVERSAL OUTDOOR HOLDINGS INC", "cik": "0000928063", "assigned-sic": "7310", "irs-number": "363766705", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30447", "film-number": "97633497"}, "business-address": {"street1": "321 N CLARK ST SUITE 1010", "city": "CHICAGO", "state": "IL", "zip": "60610", "phone": "3126448673"}, "mail-address": {"street1": "321 N CLARK ST STE1010", "city": "CHICAGO", "state": "IL", "zip": "60610"}}
As filed with the Securities and Exchange Commission
                                  on June 30, 1997
                                                     Registration No. 333-      

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                ______________________

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                ______________________

                           UNIVERSAL OUTDOOR HOLDINGS, INC.
                (Exact name of registrant as specified in its charter)
            Delaware                                    36-3766705
    (State or other jurisdiction of         I.R.S. Employer Identification No.)
    incorporation or organization)
                                 311 S. Wacker Drive
                                      Suite 6400
                               Chicago, Illinois 60606
                                    (312) 431-0822
                                           
       (Address, including ZIP code, and telephone number, including area code,
                     of registrant's principal executive offices)

                           UNIVERSAL OUTDOOR HOLDINGS, INC.
                              1997 EQUITY INCENTIVE PLAN
                                 (Full title of plan)

         Paul G. Simon, Esq.                          Copy to:
          General Counsel                   Leland E. Hutchinson, Esq.
    Universal Outdoor Holdings, Inc.               Winston & Strawn
       311 S. Wacker Drive                      35 West Wacker Drive
            Suite 6400                        Chicago, Illinois 60601
      Chicago, Illinois 60606                      (312) 558-7336
          (312) 431-0822
(Name, address, including ZIP code, and
 telephone number, including area code,
         of agent for service)

                           CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
                                                 Proposed                Proposed   
Title of securities to be    Amount to be    maximum offering      maximum aggregate 
      registered              registered    price per share (1)    offering price (1)    Amount of registration fee
---------------------------------------------------------------------------------------------------------------------
Common Stock,
par value
$.01 per share               500,000 shrs.        $33.50              $16,750,000                 $5,075.76
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(h) of the Securities Act of 1933, as
    amended, based upon the average of the bid and ask price of the common
    stock, par value $.01 per share, of Universal Outdoor Holdings, Inc. on the
    Nasdaq National Market System on June 27, 1997.
PART I
                                INFORMATION REQUIRED
                             IN SECTION 10(a) PROSPECTUS

              The document containing the information specified in Part I of 
Form S-8 will be sent or given to participating employees as specified by 
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities 
Act"). These documents and the documents incorporated by reference into this 
Registration Statement pursuant to Item 3 of Part II of this Registration 
Statement, taken together, constitute a prospectus that meets the 
requirements of Section 10(a) of the Securities Act.

                                       PART II
                             INFORMATION REQUIRED IN THE
                                REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

              The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Universal Outdoor Holdings, Inc. (the
"Company") are incorporated herein by reference:

              (a)  The Company's Annual Report on Form 10-K as filed with the 
Commission on March 28, 1997 under the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), containing audited financial statements for the 
Company's latest fiscal year.

              (b)  All other reports filed pursuant to Section 13(a) or 15(d) 
of the Exchange Act, since the end of the fiscal year covered by the Annual 
Report on Form 10-K referenced above including, without limitation, the 
Quarterly Report on Form 10-Q filed with the Commission on May 12, 1997.

              (c)  The description of the Company's common stock, par value
$.01 per share (the "Common Stock"), which is contained in the registration
statement on Form 8-A filed with the Commission on June 6, 1996 under the
Exchange Act, including any subsequent amendment or any report filed for the
purpose of updating such description.

              All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold are deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

              Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

              Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

              None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

              The Company is incorporated under the laws of the State of
Delaware.  Section 145 of the Delaware Law ("Section 145") provides that a
Delaware corporation may indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer, director, employee or agent of another corporation
or enterprise.  The indemnity may include expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action or proceeding, if he
acted in good faith and in a manner he reasonably believed

                                         II-1
to be in or not appeared to the best interests of the corporation, and, with
respect to any criminal action, had no reasonable cause to believe that his
conduct was illegal.  A Delaware corporation may indemnify any persons who are,
or are threatened to be made, a party to any threatened, pending or completed
action or suit by or in the right of the corporation by reason of the fact that
such person was a director, officer, employee or agent of another corporation or
enterprise.  The indemnity may include defense or settlement of such action or
suit, provided such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests except that
no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation.  Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director has actually and reasonably incurred.

              The Company's Bylaws provide for the indemnification of directors
and officers of the Company to the fullest extent permitted by Section 145.

              As permitted by Section 102(b)(7) of the Delaware Law, the
Certificate of Incorporation provides that directors of the Company shall have
no personal liability to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except (i) for any breach of a
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violations of law, (iii) pursuant to Section 174 of the Delaware Law, or (iv)
for any transaction from which a director derived an improper personal benefit.

              The Company maintains directors' and officers' liability
insurance which insures the directors and officers of the Company against
certain liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

              Not applicable.

ITEM 8.  EXHIBITS

Exhibit
Number             Description of Exhibit
------             ----------------------

4.01               Third Amended and Restated Certificate of Incorporation of
                   the Company (filed as Exhibit 3.1 to the Company's Annual
                   Report on Form 10-K filed with the Commission on March 28,
                   1997, as amended (the "Annual Report"), and hereby
                   incorporated by reference)

4.02               Second Amended and Restated By-laws of the Company (filed as
                   Exhibit 3.2 to the Annual Report and hereby incorporated by
                   reference)

*4.03              Form of 1997 Equity Incentive Plan

4.04               Specimen Common Stock Certificate of the Company (filed as
                   Exhibit 4.1 to the Annual Report and hereby incorporated by
                   reference)

*5.01              Opinion of Winston & Strawn as to the legality of the
                   securities being registered

*23.01             Consent of Winston & Strawn (included in its opinion filed
                   as Exhibit 5.01)

*23.02             Consent of Price Waterhouse LLP

                                         II-2
24.01              Powers of Attorney (included on signature page)
_____________________
*   Filed herewith.

ITEM 9.  UNDERTAKINGS

              (a)  The undersigned Company hereby undertakes:

              (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                     (i)     To include any prospectus required by Section
    10(a)(3) of the Securities Act;

                    (ii)     To reflect in the prospectus any facts or events
    arising after the effective date of this Registration Statement (or the
    most recent post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth in
    this Registration Statement; and

                   (iii)     To include any material information with respect
    to the plan of distribution not previously disclosed in this Registration
    Statement or any material change to such information in the Registration
    Statement;

              PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

              (2)  That, for purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

              (b)  The undersigned Company hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                         II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Chicago, State of Illinois, on May 19, 1997.

                             UNIVERSAL OUTDOOR HOLDINGS, INC.

                             By:        /s/ Daniel L. Simon
                                 --------------------------------------

                                       Daniel L. Simon
                                  President and Chief Executive Officer

                                  POWER OF ATTORNEY

              The undersigned directors and executive officers of Universal
Outdoor Holdings, Inc. do hereby constitute and appoint Brian T. Clingen and
Paul G. Simon, and each of them, with full power of substitution, our true and
lawful attorneys-in-fact and agents to do any and all acts and things in our
name and behalf in our capacities as directors and officers, and to execute any
and all instruments for us and in our names in the capacities indicated below
which such person may deem necessary or advisable to enable Universal Outdoor
Holdings, Inc. to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange Commission, in connection with this Registration Statement,
including specifically, but not limited to, power and authority to sign for us,
or any of us, in the capacities indicated below, any and all amendments
(including pre-effective and post-effective amendments) hereto; and we do hereby
ratify and confirm all that such person or persons shall do or cause to be done
by virtue hereof.

              Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 19, 1997.

    Signature                                    Title
    ---------                                    -----

     /s/ Daniel L.Simon      Director, President and Chief Executive Officer
----------------------------
    Daniel L. Simon          (Principal Executive Officer)

     /s/ Brian T. Clingen    Director, Vice President, Chief Financial Officer 
----------------------------
    Brian T. Clingen         (Principal Financial and Accounting Officer)

     /s/ Michael J. Roche    Director
----------------------------
    Michael J. Roche

     /s/ Michael B. Goldberg      Director
----------------------------
    Michael B. Goldberg

     /s/ Frank K. Bynum      Director
----------------------------
    Frank K. Bynum

                                         II-4
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit            
Number        Description of Exhibit                                                Page
------        ----------------------                                                ----
4.01          Third Amended and Restated Certificate of Incorporation of the
              Company (filed as Exhibit 3.1 to the Company's Annual Report on
              Form 10-K filed with the Commission on March 28, 1997, as amended
              (the "Annual Report"), and hereby incorporated by reference)     
              
4.02          Second Amended and Restated By-laws of the Company (filed as
              Exhibit 3.2 to the Annual Report is hereby incorporated by
              reference)
              
*4.03         Form of 1997 Equity Incentive Plan 

4.04          Specimen Common Stock Certificate of the Company (filed as
              Exhibit 4.1 to the Annual Report and hereby incorporated by
              reference)

*5.01         Opinion of Winston & Strawn as to the legality of the securities
              being registered
              
*23.01        Consent of Winston & Strawn (included in its opinion filed as
              Exhibit 5.01)
              
*23.02        Consent of Price Waterhouse LLP
              
24.01         Powers of Attorney (included on signature page)
______________________
*   Filed herewith.
II-5