UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C., 20549

                                    Form 8-K

                                 Current Report
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

          Date of Report (Date of Earliest Event Reported): 08/08/2006

                      CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                        Commission File Number: 001-32663

                  Delaware                             86-0812139
       (State or Other Jurisdiction of              (I.R.S. Employer
       Incorporation or Organization)             Identification No.)

                                  200 E. Basse
                              San Antonio, TX 78209
          (Address of Principal Executive Offices, Including Zip Code)

                                  210-832-3700
              (Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))




                       Items to be Included in this Report

Item 2.02     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On August 8, 2006  Clear  Channel  Outdoor  Holdings,  Inc.  issued a press
release announcing its earnings for the quarter ended June 30, 2006.

     The  information  contained  in  Exhibit  99.1 is  incorporated  herein  by
reference.  The  information in this Current Report is being furnished and shall
not be deemed "filed" for the purposes of Section 18 of the Securities  Exchange
Act of 1934,  as  amended,  or  otherwise  subject  to the  liabilities  of that
Section.  The  information in this Current Report shall not be  incorporated  by
reference  into any  registration  statement or other  document  pursuant to the
Securities Act of 1933, as amended.


Item 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

         (d) Exhibits

         99.1 Press Release of Clear Channel Outdoor Holdings, Inc.
              issued August 8, 2006.



                                  Signature(s)

      Pursuant to the Requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
Undersigned hereunto duly authorized.


                                CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

      Date: August 8, 2006      By: /S/ HERBERT W. HILL, JR.
                                    ----------------------------------------
                                     Herbert W. Hill, Jr.
                                     Sr. Vice President/Chief Accounting Officer






                                INDEX TO EXHIBITS

99.1     Press Release of Clear Channel Outdoor Holdings, Inc.
         issued August 8, 2006.