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                                  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): 02/21/2006

                      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)

                                  210-822-2828
              (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 (see General Instruction A.2. below):

[ ] 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))

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                       Items to be Included in this Report

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      On February 21, 2006 Clear Channel Outdoor Holdings, Inc. issued a press
release announcing its earnings for the quarter and year ended December 31,
2005.

      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 February
21, 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: February 21, 2006          By: /S/ HERBERT W. HILL, JR.
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                                     Herbert W. Hill, Jr.
                                     Sr. Vice President/Chief Accounting Officer



                                INDEX TO EXHIBITS

99.1 Press Release of Clear Channel Communications, Inc. issued February 21,
2006.