Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Toncheff Laura Christine
   2. Issuer Name and Ticker or Trading Symbol
Clear Channel Outdoor Holdings, Inc. [CCO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP-Dom R.E., Pub. Aff., Legal
(Last)
(First)
(Middle)
C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC., 200 EAST BASSE ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
11/11/2005
(Street)

SAN ANTONIO, TX 78209		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/11/2005   P   500 A $ 18 500 D  
Class A Common Stock 11/11/2005   A   19,750 A (1) 20,250 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (buy) $ 33.1238 11/11/2005   J(7)   2,635   02/12/2004 02/12/2006 Class A Common Stock 2,635 $ 0 (7) 2,635 D  
Stock Option (buy) $ 37.9269 11/11/2005   J(7)   13,175   02/28/2005 02/28/2007 Class A Common Stock 13,175 $ 0 (7) 13,175 D  
Stock Option (buy) $ 33.0228 11/11/2005   J(7)   5,270     (2) 02/12/2008 Class A Common Stock 5,270 $ 0 (7) 5,270 D  
Stock Option (buy) $ 26.3454 11/11/2005   J(7)   16,161     (3) 12/14/2008 Class A Common Stock 16,161 $ 0 (7) 16,161 D  
Stock Option (buy) $ 20.8463 11/11/2005   J(7)   21,080     (4) 02/19/2010 Class A Common Stock 21,080 $ 0 (7) 21,080 D  
Stock Option (buy) $ 25.3491 11/11/2005   J(7)   26,350   12/31/2004 02/19/2009 Class A Common Stock 26,350 $ 0 (7) 26,350 D  
Stock Option (buy) $ 17.8861 11/11/2005   J(7)   17,566     (5) 01/12/2012 Class A Common Stock 17,566 $ 0 (7) 17,566 D  
Stock Option (buy) $ 18 11/11/2005   A   11,000     (6) 11/11/2012 Class A Common Stock 11,000 $ 0 (8) 11,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Toncheff Laura Christine
C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
200 EAST BASSE ROAD
SAN ANTONIO, TX 78209		       EVP-Dom R.E., Pub. Aff., Legal  

Signatures

 /s/ Laura C. Toncheff   11/15/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Item reported represents a restricted stock award.
(2) Only vested shares can be exercised. As of November 11, 2005, 50% of these options had vested; the remaining 50% will vest on 02/12/06.
(3) Only vested shares can be exercised. As of November 11, 2005, 25% of these options had vested; on 12/14/05, another 25% will vest and the remaining 50% will vest on 12/14/06.
(4) Only vested shares can be exercised. On 02/19/06, 25% of these options will vest, another 25% will vest on 02/19/07 and the remaining 50% will vest on 02/17/08.
(5) Only vested shares can be exercised. On 01/12/08, 25% of these options will vest, another 25% will vest on 01/12/09 and the remaining 50% will vest on 01/12/10.
(6) Only vested shares can be exercised. On 11/11/08, 25% of these options will vest, another 25% will vest on 11/11/09 and the remaining 50% will vest on 11/11/10.
(7) The options represent options granted to the reporting person in connection with her employment with Clear Channel Communications, Inc. ("CCC"). In connection with the issuer's initial public offering ("IPO"), options granted to employees of CCC who were to be employed by the issuer on a going forward basis were converted into options to purchase the issuer's stock at a rate based on the IPO price of $18.00/share, as determined on 11/11/05, and the closing price of $31.62/share of CCC common stock on 11/11/05.
(8) Reporting person received the option in connection with her employment with the issuer under the Clear Channel Outdoor Holdings, Inc. 2005 Stock Incentive Plan.

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