SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549

                               FORM 10-Q


[X]  Quarterly  Report  pursuant  to  Section  13  or  15(d)  of the Securities
     Exchange Act of 1934

     For the quarterly period ended March 31, 1997

[ ]  Transition  Report  pursuant  to  Section  13  or  15(d) of the Securities
     Exchange Act of 1934

     For the transition period from ________ to __________

                     COMMISSION FILE NO. 333-23769


                  DOBSON COMMUNICATIONS CORPORATION
        (Exact name of registrant as specified in its charter)


          OKLAHOMA                             73-1110531
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)            Identification No.)


13439 NORTH BROADWAY EXTENSION
SUITE 200
OKLAHOMA   CITY,   OKLAHOMA                        73114
(Address of principal executive offices)         (Zip Code)


                             (405)391-8500
         (Registrant's telephone number, including area code)


     Indicate  by  check  mark whether the registrant (1) has filed all reports
required to be filed by Section  13  or 15(d) of the Securities Exchange Act of
1934  during the preceding 12 months (or  for  such  shorter  period  that  the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                           YES              NO   X

     At  June 10, 1997, there were 473,152 shares of the registrant's $1.00 par
value Class A Common Stock outstanding.

<PAGE>
                       DOBSON COMMUNICATIONS CORPORATION

                              INDEX TO FORM 10-Q


                    PART I.  FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited):

           Condensed Consolidated Balance Sheets at March 31, 1997 and
           December 31, 1996

           Condensed  Consolidated  Statements  of  Operations  for the
           Three Months Ended March 31, 1997 and 1996

           Condensed Consolidated Statement of Stockholders' Equity
           for the Three Months Ended March 31, 1997

           Condensed  Consolidated  Statements  of  Cash  Flows for the
           Three Months Ended March 31, 1997 and 1996

           Notes to Condensed Consolidated Financial Statements

Item 2.    Management's Discussion and Analysis of Financial  Condition
           and Results of Operations

Item 3.    Quantitative and Qualitative Disclosure about Market Risk


                      PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings

Item 2.    Changes in Securities

Item 3.    Defaults Upon Senior Securities

Item 4.    Submission of Matters to a Vote of Security Holders

Item 5.    Other Information

Item 6.    Exhibits and Reports on Form 8-K

<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements

<TABLE>
              DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                   (Unaudited)
<CAPTION>
ASSETS                                  March 31,            December 31,
                                          1997                   1996
                                       ----------            ------------
<S>                                <C>                    <C>
CURRENT ASSETS:
  Cash and cash equivalents            $2,944,481             $1,609,221
  Accounts receivable, net              9,092,690              6,584,103
  Restricted investments               11,846,575                   -
  Receivables - affiliates              1,564,645              1,704,033
  Other current assets                  2,464,631             10,059,098
                                      -----------            -----------
        Total current assets           27,913,022             19,956,455
                                      -----------            -----------
PROPERTY, PLANT AND EQUIPMENT, net     69,850,167             61,929,904
                                      -----------            -----------
OTHER ASSETS:
  Receivables - affiliates              3,409,042              3,494,806
  Restricted investments               26,792,720                   -
  Cellular license acquisition 
    costs, net                        163,758,003             23,465,128
  Other intangibles, net               20,692,080              6,723,598
  Investments in unconsolidated 
    subsidiaries and other              1,910,744              1,378,134
                                      -----------            -----------
        Total other assets            216,562,589             35,061,666
                                      -----------            -----------
                    Total assets    $ 314,325,778          $ 116,948,025
                                    =============          =============
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

<PAGE>

<TABLE>
              DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEETS, CONTINUED

                                  (UNAUDITED)

<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY             March 31,        December 31,
                                                   1997                 1996
                                              --------------     --------------
<S>                                           <C>                <C>
CURRENT LIABILITIES
Accounts payable                              $    6,131,215     $   4,718,124
Accrued liabilities                                5,758,894         3,014,737
Current portion of long-term debt                  1,210,802         1,190,924
                                              --------------     -------------
        Total current liabilities                 13,100,911         8,923,785
                                              --------------     -------------
LONG-TERM DEBT, net of current portion           309,268,400       104,303,802
DEFERRED CREDITS                                   1,096,290         1,077,864
MINORITY INTERESTS                                 2,697,597         2,444,176
CLASS B CONVERTIBLE PREFERRED STOCK               10,000,000        10,000,000
CLASS C PREFERRED STOCK                            1,623,329              -
STOCKHOLDERS' EQUITY:
Class A Preferred Stock                              100,000              -
Class A Common Stock, $1 par value 
     1,000,000 shares authorized and 
     473,152 shares issued and outstanding           473,152           473,152
  Paid-in capital                                  5,508,285         5,508,285
  Retained deficit                               (17,529,186)       (3,870,039)
                                              --------------     -------------
                                                 (11,447,749)        2,111,398
Less-
Class A Preferred Stock owned by
  Dobson Telephone                                  (100,000)             - 
Class A Common Stock held in treasury, 
  at cost                                        (11,913,000)      (11,913,000)
                                              --------------    --------------
     Total stockholders' equity                  (23,460,749)       (9,801,602)
                                              --------------    --------------
     Total liabilities and stockholders' 
       equity                                  $ 314,325,778     $ 116,948,025
                                              ==============    ==============

</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

<PAGE>

<TABLE>
              DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (UNAUDITED)
<CAPTION>
                                                  Three months ended March 31,
                                                  ----------------------------
                                                      1997            1996
                                                  ------------   -------------
<S>                                               <C>            <C>
OPERATING REVENUE:
  Cellular service                                $  6,283,676    $  4,109,111
  Cellular roaming                                   3,373,288       1,212,176
  Cellular equipment sales                             139,598         245,400
  Wireline telephone service                         3,574,487       3,259,044
  Fiber service                                        801,953         473,953
  Other                                                170,328         318,454
                                                  ------------    ------------
        Total operating revenue                     14,343,330       9,618,138
                                                  ------------    ------------
OPERATING EXPENSES:
  Cellular service                                   1,813,022         823,721
  Cellular equipment                                   790,435         473,885
  Wireline telephone service                           502,103         428,016
  Fiber service                                         67,207          49,742
  Marketing and selling                              1,577,256         814,533
  General and administrative                         3,997,780       2,357,656
  Depreciation and amortization                      3,596,012       1,733,065
                                                  ------------    ------------
        Total operating expenses                    12,343,815       6,680,618
                                                  ------------    ------------
OPERATING INCOME                                     1,999,515       2,937,520
                                                  ------------    ------------
OTHER INCOME (EXPENSES):
  Interest expense                                  (3,901,925)     (1,084,513)
  Other                                                270,741        (312,179)
                                                  ------------    ------------
        Total other expenses                        (3,631,184)     (1,396,692)
                                                  ------------    ------------
INCOME (LOSS) BEFORE MINORITY INTERESTS IN INCOME
  OF SUBSIDIARIES, INCOME TAXES AND EXTRAORDINARY
  ITEMS                                             (1,631,669)      1,540,828
MINORITY INTERESTS IN INCOME OF SUBSIDIARIES          (242,738)       (159,777)
                                                  ------------    ------------
INCOME (LOSS) BEFORE INCOME TAXES AND
  EXTRAORDINARY ITEMS                               (1,874,407)      1,381,051
INCOME TAX (PROVISION) BENEFIT                          74,976        (490,363)
                                                  ------------    ------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS            (1,799,431)        890,688
EXTRAORDINARY EXPENSE, net of income tax benefit
     of $93,887 in 1997, and $287,361 in 1996       (2,403,711)       (542,055)
                                                  ------------    ------------
NET INCOME (LOSS)                                   (4,203,142)        348,633
DIVIDENDS ON PREFERRED STOCK                          (199,056)       (127,473)
                                                  ------------    ------------
NET INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDERS                                  $ (4,402,198)   $    221,160
                                                  ============    ============
NET INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDERS PER COMMON SHARE                 $      (7.68)   $        .46
                                                  ============    ============
WEIGHTED AVERAGE COMMON SHARES AND COMMON
SHARE EQUIVALENTS  OUTSTANDING                         573,152         476,440
                                                  ============    ============
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

<PAGE>

<TABLE>
              DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES 
           CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                  (Unaudited)
<CAPTION>
                                 Class A                   Class A                             Treasury
                              PREFERRED STOCK            COMMON STOCK            Paid-in       Stock, at          Retained
                             Shares       Amount      Shares       Amount        Capital          Cost            Deficit
                          ---------    ---------     --------     --------     ----------     ------------     ------------
<S>                       <C>          <C>           <C>          <C>          <C>            <C>              <C>
DECEMBER 31, 1996                                     473,152     $473,152     $5,508,295     $(11,913,000)    $ (3,870,039)
Net loss                          -            -            -            -              -                -       (4,203,142)
Cash dividends declared on                      
  preferred stock                 -            -            -            -              -                -         (199,056)
Cash dividends declared on 
  common stock                    -            -            -            -              -                -       (7,633,620)
Preferred stock dividend          -            -            -            -              -                -       (1,623,329)
Reorganization              100,000     $100,000            -            -              -         (100,000)               -
                           --------     --------     --------     --------     ----------     ------------     ------------
MARCH 31, 1997              100,000     $100,000      473,152     $473,152     $5,508,295     $(12,013,000)    $(17,529,186)
                           ========     ========     ========     ========     ==========     ============     ============
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

<PAGE>

<TABLE>
              DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                  (Unaudited)

                                              Three months ended March 31,
                                            -------------------------------
                                                 1997              1996
                                            ------------       ------------
<S>                                         <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:     
  Net cash provided by operating activities $  3,845,855       $  4,833,209
                                            ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                        (2,363,168)        (2,597,898)
  Acquisitions of selected cellular systems (155,579,346)       (30,000,000)
  Decrease (increase) in                                             
    receivables - affiliate                      225,152           (399,741)
  Refund of deposits                           6,350,000                  -
  Investments in unconsolidated subsidiaries 
    and other                                   (532,610)          (147,364)
                                            ------------       ------------
    Net cash used by investing activities   (151,899,972)       (33,145,003)
                                            ------------       ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt               205,250,000         32,765,921
  Repayments of long-term debt                  (265,524)          (264,659)
  Cash dividends                              (7,832,676)          (264,765)
  Issuance of preferred stock                          -         10,000,000
  Purchase of treasury stock                           -         (5,913,000)
  Restricted investments                     (38,639,295)                 -
  Deferred costs                              (9,123,128)        (3,525,625)
                                            ------------       ------------
    Net cash provided by financing
      activities                             149,389,377         32,797,872
                                            ------------       ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS      1,335,260          4,486,078
CASH AND CASH EQUIVALENTS, beginning of 
  period                                       1,609,221          1,116,773
                                            ------------       ------------
CASH AND CASH EQUIVALENTS, end of period    $  2,944,481       $  5,602,851
                                            ============       ============
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

<PAGE>

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                            (Unaudited)


The   condensed   consolidated  balance  sheets  of  Dobson  Communications
Corporation ("DCC") and subsidiaries (collectively with DCC, the "Company")
as of March 31, 1997  and  December  31,  1996,  the condensed consolidated
statements  of operations for the three months ended  March  31,  1997  and
1996, the condensed  consolidated statement of stockholders' equity for the
three  months  ended  March   31,  1997,  and  the  condensed  consolidated
statements of cash flows for the three months ended March 31, 1997 and 1996
are unaudited.  In the opinion  of  management,  such  financial statements
include  all adjustments, consisting only of normal recurring  adjustments,
necessary  for  a  fair  presentation  of  financial  position,  results of
operations,  and  cash  flows  for  the  periods  presented.  The condensed
balance sheet data at December 31, 1996 was derived  from audited financial
statements,  but  does  not include all disclosures required  by  generally
accepted accounting principles.   The financial statements presented herein
should  be  read  in  connection  with  the  Company's  December  31,  1996
consolidated  financial statements included  in  the  Company's  Prospectus
dated May 14, 1997,  as  filed  with the Securities and Exchange Commission
under Rule 424(b) of the Securities Act of 1933.

1.   REORGANIZATION:

DCC was incorporated as an Oklahoma corporation in February 1997.  Under an
Agreement  and Plan of Reorganization  effective  February  28,  1997,  DCC
acquired all  of the outstanding Class A Common Stock, Class C Common Stock
and  Class  B Convertible  Preferred  Stock  of  Dobson  Operating  Company
("DOC").  In  exchange, the holders of the Class A Common Stock and Class B
Convertible Preferred  Stock  of DOC received equivalent shares of stock of
DCC.  The holders of Class C Common  Stock received 100,000 shares of Class
A Preferred Stock of DCC.  In addition,  DCC  assumed  all  DOC outstanding
stock options, substituting shares of DCC Class B Common Stock  for the DOC
stock  subject to options.  As a result of the reorganization, DCC  is  the
parent company of DOC.

As part of the reorganization, the stock of certain subsidiaries of DOC was
distributed  to  DCC.   DOC  continues  to  be  the holding company for the
Company's cellular, local exchange and wholly-owned fiber subsidiaries.


2.   ACQUISITIONS OF SELECTED CELLULAR SYSTEMS:

RECENT ACQUISITIONS

On March 19, 1996, the Company purchased the FCC cellular licenses for, and
certain assets relating to, one RSA located in Kansas  and three RSAs and a
portion  of  another  RSA  located  in   Missouri  for  $30  million.   The
properties  (the  "Kansas/Missouri Cluster") are  located  in  northeastern
Kansas  and  northwestern   Missouri  near  Kansas  City.   

On February 28, 1997, the Company purchased the FCC  cellular licenses for,
and certain assets relating to, two MSAs and two RSAs  located  in Maryland
and Pennsylvania for $77.7 million.  The properties are located immediately
outside the Washington/Baltimore metropolitan area.

On March 3, 1997, the Company purchased the FCC cellular license  for,  and
certain  assets  relating  to,  the  Maryland RSA 2 for $75.8 million.  The
property  is located to the east of the  Washington/Baltimore  metropolitan
area.

The  acquisition transactions  were accounted for as purchases and, accord-
ingly, their  results  of operations have been included in the accompanying
consolidated statements of operations from the respective dates of acquisi-
tion. The unaudited pro forma information set forth below includes the first
quarter 1997 acquisitions and the 1996 acquisition  accounted for as if the
purchases  occurred at the beginning of the respective  periods  presented.
The unaudited pro forma information is presented for informational purposes
only and is  not  necessarily  indicative of the results of operations that
actually would have been achieved  had the acquisitions been consummated at
that time:

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED MARCH 31,
                                           -------------------------------
                                               1997               1996
                                           -----------         -----------
<S>                                        <C>                 <C>       
Operating revenue                          $19,268,000         $14,460,000
Loss before extraordinary items             (4,875,000)         (3,955,000)
Net loss                                    (7,279,000)         (4,406,000)
Net loss applicable to common stockholders  (7,478,000)         (4,624,000)
Net loss applicable to common stockholders
  per common share                              (13.05)              (9.71)

</TABLE>

PENDING ACQUISITION

On February 28, 1997, the Company signed a definitive agreement to purchase
for  $53.1  million a 100% interest in  the  Gila  River  Cellular  General
Partnership (the  "Arizona  5 Partnership") which owns the cellular license
for Arizona RSA 5 as well as  the  associated  tangible  operating  assets.
Gila  River  Telecommunications,  Inc.  ("GRTI")  owns  41.95% of Arizona 5
Partnership  and  Associated Telecommunications and Technologies,  Inc,  an
affiliate of the Company,  owns  49%  of  GRTI.   In  connection  with this
acquisition,  the  Company  will  loan  $5.2  million to one of the current
partners which, concurrent with other equity contributions,  will acquire a
25%  interest  in  the  Arizona  5  Partnership.  Upon completion of  these
transactions, the Company will have paid  a  net  amount of  $39.8  million
and  it  will   own  a   75%  interest  in  the  Arizona   5   Partnership.
Regulatory  approval  of  the  transaction  has  been received.  Management 
of the Company expects that this  acquisition  will  close  as  soon as all
closing conditions have been satisfied.

3. LONG-TERM DEBT:

The Company's long-term debt consists of the following:


<TABLE>
<CAPTION>
                                               March 31,      December 31,
                                                  1997            1996
                                             ------------     ------------
<S>                                          <C>              <C>
Revolving credit facility                    $121,000,000     $ 75,750,000
Senior notes                                  160,000,000                -
                                             ------------     ------------
Mortgage notes payable                         29,479,202       29,744,726
                                             -------------    ------------
          Total debt                         $310,479,202     $105,494,726
Less- Current maturities                        1,210,802        1,190,924
                                             ------------     ------------
          Total long-term debt               $309,268,400     $104,303,802
                                             ============     ============
</TABLE>


REVOLVING CREDIT FACILITY

On February 28,  1997,  the Company's bank credit agreement was amended and
restated  to  provide the Company  with  a  $200,000,000  revolving  credit
facility maturing  in  2005.   Interest  on borrowings under the new credit
agreement accrue at a variable rate (8.54%  at  March  31,  1997).  Initial
proceeds  were  used to refinance existing indebtedness, finance  the  1997
acquisitions described  above and for general corporate purposes, including
$7.6 million to pay a dividend  to  holders  of  its  Class A Common Stock.
$6.0  million  of  the  dividend  was used to repay a loan which  had  been
guaranteed by the Company and approximately  $.5  million was used to repay
indebtedness owed to the Company with respect to certain  legal fees.  As a
result  of  the  $7.6 million dividend, the holders of Class B  Convertible
Preferred Stock were  entitled  to  a  make-whole dividend of approximately
$1.6 million.  In lieu of such dividend, the holders of Class B Convertible
Preferred Stock were issued 100,000 shares  of  Class  C  Preferred  Stock,
having   a  liquidation  preference  of  approximately  $1.6  million.   In
connection  with  the closing of the revolving credit facility, the Company
extinguished its then  existing  credit  facility,  and recognized a pretax
loss  of approximately $2.5 million as a result of writing  off  previously
capitalized  financing costs associated with the revolving credit facility.
This loss has  been  reflected as an extraordinary item, net of tax, in the
Company's statement of  operations  for  the  three  months ended March 31,
1997.

SENIOR NOTES

On  February  28, 1997, the company issued $160,000,000  of  11.75%  Senior
Notes maturing in 2007 to finance the 1997 acquisitions described above and
approximately $38.3  million  placed in an escrow account and which will be
used to pay the first four semi-annual  interest  payments  on  the  notes,
which  begin  on  October  15,  1997.   Amounts  in  the escrow account are
reflected as "restricted investments" in the Company's  balance sheet.  The
senior notes are redeemable at the option of the Company  in  whole  or  in
part,  on  or  after April 15, 2002, initially at 105.875%.  Prior to April
15, 2000, the Company  may  redeem up to 35% of the principal amount of the
senior notes at 111.750% with  proceeds  from sales of stock, provided that
after any such redemption at least $104 million  remains  outstanding.   On
June  16,  1997,  the  Company  completed  an  offer to exchange all of the
outstanding senior notes for substantially identical notes registered under
the Securities Act of 1933.

4.   TAXES:

The income tax benefit for the three months ended  March  31,  1997 differs
from amounts computed at the statutory rate due primarily to net  operating
losses for which no benefit has been recognized.

5.   EARNINGS PER COMMON SHARE:

For purposes of calculating reported weighted average number of common  and
common  equivalent  shares  outstanding,  shares  of  convertible  Class  B
Preferred  Stock  issued on March 19, 1996 are considered common equivalent
shares outstanding.

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting  Standards  No.  128, Earnings Per Share ("SFAS No.
128").   SFAS  No.  128  specifies  the  computation,   presentation,   and
disclosure  requirements  of  earnings  per share and supersedes Accounting
Principles Board Opinion No. 15, Earnings Per Share.  SFAS No. 128 requires
a  dual  presentation  of  basic and diluted  earnings  per  share.   Basic
earnings per share, which excludes  the  impact of common stock equivalents
will replace primary earnings per share.  Diluted earnings per share, which
utilizes the average market price per share  as  opposed  to the greater of
the  average market price per share or ending market price per  share  when
applying the treasury stock method in determining common stock equivalents,
will replace  fully-diluted  earnings  per  share.   SFAS  No.  128 will be
effective  for  both  interim and annual periods ending after December  15,
1997.   The following pro  forma  earnings  per  common  share  information
assumes SFAS No. 128 was adopted in 1996:

<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED MARCH 31,
                                              ----------------------------
                                                 1997              1996
<S>                                             <C>               <C>
Reported:
  Primary net income (loss) applicable to
    common shareholders per common share        $     (7.68)      $     0.46
  Weighted average number of common and
    common equivalent shares outstanding            573,152          476,440
Pro forma:
  Basic net income (loss) per common share      $     (9.30)      $     0.47
  Basic weighted average shares                     473,152          473,152
  Diluted net income (loss) pet common share    $     (7.68)      $     0.46
  Diluted weighted average shares                   573,152          476,440

</TABLE>


6.   SUBSEQUENT EVENTS:

In April  1997,  the  Company  was  granted  PCS licenses for nine markets,
adjacent to and overlapping the Company's existing  cellular  footprint, in
the FCC "F" Block auction.  The aggregate bid for these licenses  was  $5.1
million  after a 15% discount.  The Company has paid 20% of the winning bid
amount.  The  balance  will  be financed by the U.S. Government at the U.S.
Treasury  ten-year  rate.   The  obligations   will  be  due  in  quarterly
installments over an eight year amortization beginning in 1999.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF  FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS

General

Dobson    Communications   Corporation   (the   "Company"),   through   its
subsidiaries, provides diversified telecommunication products and services.
The  Company  currently  provides  rural  cellular  telephone  services  in
Oklahoma  and  Texas (the "Oklahoma/Texas Cluster"), in Kansas and Missouri
(the "Kansas/Missouri  Cluster")  and  in  Maryland  and  Pennsylvania (the
"Maryland   Cluster").    Upon  consummation  of  the  pending  acquisition
described below, the Company will also own and operate a cellular system in
Arizona.  The  Company  also owns  interests  in,  and  operates,  regional
fiberoptic transmission networks  in Oklahoma, Texas and Colorado, and owns
and operates local telephone exchanges  in  Oklahoma, and intends to resell
local, long distance and wireless services in Oklahoma.

RECENT EVENTS

On February 28, 1997, the Company purchased the  FCC cellular licenses for,
and certain assets relating to, two MSAs and two RSAs  located  in Maryland
and Pennsylvania for $77.7 million.  The properties are located immediately
outside the Washington/Baltimore metropolitan area.  On March 3,  1997, the
Company purchased the FCC cellular license for, and certain assets relating
to, Maryland RSA 2 for $75.8 million.  The property is located to the  east
of the Washington/Baltimore metropolitan area.

On February 28, 1997, the Company signed a definitive agreement to purchase
for  $53.1  million  a  100%  interest  in  the Gila River Cellular General
Partnership (the "Arizona 5 Partnership"), which  owns the cellular license
for  Arizona  RSA  5 as well as the associated tangible  operating  assets.
Certain affiliates of  the  Company  indirectly own a 20.6% interest in the
Arizona  5  Partnership  and will receive  approximately  $9.5  million  in
connection with the acquisition.   In  addition, the Company will loan $5.2
million to one of the current partners which will acquire a 25% interest in
the  Arizona 5 Partnership.  Upon completion  of  these  transactions,  the
Company  will  have  paid  a net amount of $39.8 million and will own a 75%
interest  in the Arizona 5 Partnership.   The closing is subject to certain
regulatory approvals and the satisfaction of certain closing conditions.

On February  28,  1997, the Company's bank credit agreement was amended and
restated to provide  the  Company  with  a  $200  million  revolving credit
facility  maturing  in 2005 (the "Bank Facility").  Interest on  borrowings
under the Bank Facility  accrue  at  a  variable  rate  (8.54% at March 31,
1997).  Initial loan proceeds were used to refinance existing indebtedness,
finance the Maryland Cluster acquisitions described above  and  for general
corporate  purposes,  including  the payment of a $7.6 million dividend  to
holders of the Company's Class A Common  Stock.   The principal stockholder
used $6.0 million of the dividend to repay a loan which had been guaranteed
by the Company and approximately $.5 million to repay  indebtedness owed to
the Company with respect to certain legal fees.  As a result  of  the  $7.6
million  dividend,  the holders of Class B Convertible Preferred Stock were
issued 100,000 shares  of  Class  C  Preferred  Stock, having a liquidation
preference of approximately $1.6 million.  In connection  with  the closing
of  the  Bank  Facility, the Company extinguished its then existing  credit
facility.  The Company  will  finance the Arizona 5 Partnership acquisition
with borrowings under the Bank Facility.

On February 28, 1997, the Company  issued  pursuant  to  a private offering
$160  million  of  11.75%  Senior Notes maturing in 2007 and used  the  net
proceeds  ($155.2 million) to  finance  the  acquisitions  described  above
($116.9 million)  and  to  purchase  securities  ($38.3 million) which have
been pledged and escrowed to secure payment  of  the first four semi-annual
interest  payments  on  the notes, which begin on October 15, 1997.  Except
for the  first  four  interest  payments,  the senior notes  are  unsecured
obligations  of  the  Company,  redeemable  at  the  option of the Company,
in whole or in part, on or after April 15, 2002 at 105.875% of the principal
amount outstanding, declining ratably to 100% on or after April  15,  2004,
plus  accrued  interest.  In addition, at any time prior to April 15, 2000,
the Company may redeem  up to  35%  of  the aggregate principal amount with
the net proceeds of  sales  of capital stock  of the Company at 111.750% of 
principal amount, plus  accrued  interest; provided  that  after  any  such
redemption  at  least $104  million aggregate principal amount remains out-
standing.

On June 16, 1997, the Company completed  an  offer  to  exchange all of the
outstanding senior notes for substantially identical notes registered under
the Securities Act of 1933.

RESULTS OF OPERATIONS

The  following  table presents, for the periods indicated,  the  period-to-
period change in dollars and percent for the various Condensed Consolidated
Statements of Operations line items:

<TABLE>
<CAPTION>
                                               Period-to-Period
                                                Change for the
                                              Three Months Ended
                                                   March 31,
                                                 1997 and 1996
                                              Increase/(Decrease)
                                          --------------------------
<S>                                       <C>             <C>
Operating Revenue:
    Cellular service                      $  2,174,565        52.9%
    Cellular roaming                         2,161,112       178.3%
    Cellular equipment sales                  (105,802)      (43.1)%
    Wireline telephone service                 315,443         9.7%
    Fiber service                              328,000        69.2%
    Other                                     (148,126)      (46.5)%
                                          ------------    --------
          Total operating revenue            4,725,192        49.1%
                                          ------------    --------
Operating Expenses:
    Cellular service                           989,301       120.1%
    Cellular equipment                         316,550        66.8%
    Wireline telephone service                  74,087        17.3%
    Fiber service                               17,465        35.1%
    Marketing and selling                      762,723        93.6%
    General and administrative               1,640,124        69.6%
    Depreciation and amortization            1,862,947       107.5%
                                          ------------    --------
          Total operating expenses           5,663,197        84.8%
                                          ------------    --------
Operating income                              (938,005)      (31.9)%
                                          ------------    --------
Other income (expenses):
    Interest expense                         2,817,412       259.8%
    Other                                      582,920       186.7%
                                          ------------    --------
          Total other expenses               2,234,492       160.0%
                                          ------------    --------
Income (loss) before minority interests
  in income of subsidiaries, income taxes
  and extraordinary items                   (3,172,497)     (205.9)%
Minority interests in income of subsidiaries    82,961        51.9%
                                          ------------    --------
Income (loss) before income taxes and
  extraordinary items                       (3,255,458)     (235.7)%
Income tax (provision) benefit                 565,339       115.3%
                                          ------------    --------
Income (loss) before extraordinary items    (2,690,119)     (302.0)%
Extraordinary expense, net of income 
  tax benefit                               (1,861,656)     (343.4)%
                                          ------------    --------
Net income (loss)                         $ (4,551,775)   (1,305.6)%
                                          ============    ========
</TABLE>


OPERATING REVENUE.   For  the  three  months  ended  March  31, 1997, total
operating revenue increased $4.7 million, or 49.1%, to $14.3  million  from
$9.6 million for the comparable period in 1996.

CELLULAR.   The  Company's  operating  revenue from its cellular operations
(service,  roaming, and equipment) increased  $4.2  million  in  the  first
quarter of 1997  compared to 1996.  Cellular service revenue increased $2.2
million, or 52.9%,  to  $6.3 million in 1997 from $4.1 million in 1996.  Of
the increase, $1.8 million  was  attributable  to  the  acquisition  of the
Maryland  Cluster  in  1997  and  the  inclusion  of  the operations of the
Kansas/Missouri  Cluster,  which was acquired March 19, 1996,  for  all  of
1997.  The remaining $.4 million  was  primarily  attributable to increased
penetration and usage in the Oklahoma/Texas Cluster. The Company's cellular
subscriber base increased 165.0% to 78,852 at March  31,  1997, from 29,753
at  March  31,  1996.  42,608  subscribers  were added as a result  of  the
acquisition of the Maryland Cluster. However, the Company's average monthly
cellular service revenue per subscriber decreased  13.6%  to $42.51 for the
three months ended March 31, 1997 from $49.22 for the comparable  period in
1996 due to competitive market pressures and the addition of new lower rate
subscribers  in  the  Maryland  Cluster.   At  the date of acquisition, the
average monthly cellular service revenue per subscriber  for the businesses
now  making  up  the  Company's  Maryland  Cluster  was approximately  $36.
Cellular roaming revenue increased $2.1 million, or 178.3%, to $3.3 million
in  1997  from  $1.2 million in 1996.  Of the increase,  $1.6  million  was
attributable to the  acquisition  of  the  Maryland Cluster in 1997 and the
inclusion  of  the  operations of the Kansas/Missouri  Cluster,  which  was
acquired on March 19,  1996,  for  all  of  the first quarter of 1997.  The
remaining  $.5  million  was primarily attributable  to  increased  roaming
minutes in the Oklahoma/Texas  Cluster.   Cellular  equipment  sales of $.1
million  in  1997  represented  a slight decrease from 1996.  Although  the
Company sold more equipment during  the  first quarter of 1997, the Company
increased its use of discounted equipment  and  free  phone promotions with
the signing of one-year service contracts.

 WIRELINE.   Wireline operations revenue increased $.3 million, or 9.7%, to
$3.6  million  for  the  three  months  ended  March 31, 1997  compared  to
$3.3 million for the same period in 1996 due primarily  to  an  increase in
toll charges and a slight increase in the number of access lines.

 FIBER.   The  Company's  revenue  from its fiber operations increased  $.3
million,  or 69.2%, to $.8 million  in  the  first  quarter  of  1997  from
$.5 million  in  1996 primarily as a result of an increase in the number of
fiber lines, bringing the total lines leased to an equivalent of 48 DS3s at
March 31, 1997.

 OTHER.  For the three  months  ended March 31, 1997 and 1996, other income
of $.2 million and $.3 million, respectively,  included  rental revenue for
the use of Company-owned facilities, interest on loans to Company employees
and   affiliates,   management  fees  from  affiliates  and  revenue   from
telemarketing and other  telecommunications  services  such as internet and
voice mail.

COST  OF  SERVICE  AND EQUIPMENT SALES.  For the three month  period  ended
March 31 1997, the total  cost  of  service  and  equipment sales increased
$1.4  million,  or  78.7%,  to  $3.2  million  from  $1.8 million  for  the
comparable period in 1996.

CELLULAR.  Cost of cellular service increased $1.0 million,  or  120.1%  to
$1.8  million  during  the  three months ended March 31, 1997 from the same
period  in 1996.  Of the increase  $.8  million  was  attributable  to  the
acquisition  of  the  Maryland  Cluster  in  1997  and the inclusion of the
operations  of the Kansas/Missouri Cluster, which was  acquired  March  19,
1996,  for  all   of   1997.   The  remaining  $.2  million  was  primarily
attributable  to  increased   subscribers   and   minutes  of  use  in  the
Oklahoma/Texas Cluster.  Cost of cellular equipment  increased  $.3 million
in 1997 primarily from increases in the volume of equipment sold due to the
growth in subscribers.

WIRELINE.   Cost  of  wireline telephone service increased $.1 million,  or
17.3%, to $.5 million in 1997 from $.4 million in 1996.  The increase was a
result  of  increased  maintenance   costs  of  wireline  plant  and  costs
associated with continued customer growth.

FIBER.  Cost of fiber service remained fairly constant for the period.

MARKETING  AND  SELLING  COSTS.   Marketing  and  selling  costs  increased
$.8 million, or 93.6%, to $1.6 million  in  the  first quarter of 1997 from
$.8 million in 1996. The increase was primarily due  to the higher level of
cellular  subscribers  added  period to period. Gross cellular  subscribers
added in the first quarter of 1997  was  4,802  with  the  Maryland Cluster
making  up  1,409  of  the  gross  cellular  subscribers  added  since  its
acquisition.  The  number of gross cellular subscribers added in the  first
quarter of 1996 was 2,186.

GENERAL AND ADMINISTRATIVE  COSTS.   For the three month period ended March
31,  1997,  general and administrative costs  increased  $1.6  million,  or
69.6%, to $4.0  million  from  $2.4  million  for  1996.  The  increase was
primarily  due  to  increased  billing  costs as a result of the growth  in
cellular  subscribers,  the  acquisition  of   the  Maryland  Cluster,  the
inclusion of the Kansas/Missouri Cluster for all  of  1997,  and  increased
salary  costs resulting from additional personnel in the Company's cellular
and fiber operations.

DEPRECIATION  AND  AMORTIZATION  EXPENSE.  For the three month period ended
March   31,   1997,   depreciation  and  amortization   expense   increased
$1.9 million to $3.6 million  from  $1.7  million  in  1996.  Approximately
$1.7 million of the increase was the result of the amortization  of  assets
acquired  in  the Maryland and Kansas/Missouri Clusters, with the remainder
due primarily to  an  increase  in  equipment  in  the  Company's cellular,
wireline and fiber businesses.

INTEREST  EXPENSE.   For  the  first  quarter  of  1997,  interest  expense
increased $2.8 million to $3.9 million from $1.1 million in  the comparable
period of 1996. The increase was primarily a result of increased borrowings
to finance the Maryland Cluster acquisition.

EXTRAORDINARY EXPENSE.  In the first quarter of 1997 and 1996,  the Company
incurred  a  pretax  loss  of  approximately  $2.5 million and $.8 million,
respectively, as a result of writing off previously  capitalized  financing
costs  associated  with a revolving credit facility that was refinanced  in
February 1997 and March 1996.

LIQUIDITY AND CAPITAL RESOURCES

The cellular telephone  business  requires  substantial capital to acquire,
construct,  and expand cellular telephone systems  and  to  fund  operating
requirements.  The  Company  historically has financed its acquisitions and
other capital needs through vendor  financing,  bank debt and proceeds from
the  sale  of  debt  and  equity.   The  Company's  wireline  business  has
historically  been  financed through government loans.   During  the  first
quarter of 1997, the  Company established a $200 million reducing revolving
bank credit facility maturing  in  2005  and  issued $160 million of 11.75%
Senior  Notes  due  2007  pursuant to a private offering.   See  "-  Recent
Events."

At March 31, 1997, the Company  had working capital of $14.8 million (ratio
of current assets to current liabilities  of  2.1:1)  and a cash balance of
$2.9 million, which compares to working capital of $11.0  million  (a ratio
of  current  assets to current liabilities of 2.2:1) and a cash balance  of
$1.6 million at  December  31,  1996.  The  Company's  net cash provided by
operating activities for the three month periods ended March  31,  1997 and
1996  was  $3.8  million  and  $4.8  million,  respectively.   The net cash
provided  by operating activities in 1997 primarily relates to net  changes
in current assets and liabilities and depreciation and amortization, offset
by the Company's  first quarter net loss.  The increase in net cash used in
investing activities  and  net  cash  provided by financing activities from
1997  to  1996  is primarily the result of  the  Company's  acquisition  of
cellular systems  in  the  Maryland  Cluster which was financed through the
issuance of additional long-term debt.

In April 1997, the Company entered into an interest rate hedge agreement to
hedge the Company's interest expense on  $160  million  of its indebtedness
under  the  Bank  Facility.  The agreement provides for a rate  cap  of  8%
terminating on the earlier of April 24, 2000 or the date an option to enter
into an interest rate  swap  transaction  is  exercised.   Under  the  swap
agreement,  the  interest  rate would be fixed at 6.13% or a floating LIBOR
rate, terminating on April 24, 2002.

The Company's capital expenditures  (excluding  cost  of acquisitions) were
$2.4  million  for  the  three month period ended March 31,  1997  and  the
Company expects its capital  expenditures  (excluding cost of acquisitions)
to  be  approximately $19 million for 1997. Capital  expenditures  for  its
cellular  operations  include  buildout  of  new  cell  sites and new store
locations.  Fiber operations capital expenditures will be  for  electronics
to  increase  capacity  and  the Company expects to invest only maintenance
capital for its wireline operations.  The  Company  also  expects to invest
approximately   $4.9   million   in   high   capacity  switches  and  other
communications equipment in 1997 for use in its  business  to resell local,
long-distance and wireless services in Oklahoma City and Tulsa,  and in its
wireline operations.

In  April  1997,  the  Company  was  granted  PCS  licenses in nine markets
adjacent to and overlapping the Company's existing cellular  footprint. The
aggregate bid for these licenses was $5.1 million after a discount  of 15%.
The Company has paid 20% of the net winning bid amount and has financed the
balance  with  the  government  at  the  U.S.  Treasury  rate  for ten-year
obligations  with  a  quarterly amortization over eight years beginning  in
1999.  The Company is required  to  build  out  systems covering 25% of the
licensed  population by 2002. The Company currently  anticipates  that  the
cost  to  build  out  the  minimum  PCS  system  will  be  $10  million  to
$30 million.  The  actual  amount  of  expenditures  will depend on the PCS
technology selected by the Company, the extent of the  Company's  buildout,
the  costs at the time of buildout and the extent the Company must relocate
incumbent microwave licensees.

The amount  and  timing  of  capital expenditures may vary depending on the
rate  at  which the Company expands  and  develops  its  cellular  systems,
whether the  Company consummates additional acquisitions, the rate at which
the Company builds  out  a  PCS  system and whether the Company expands its
fiberoptic network or local exchange operations.

Although  there  can  be no assurance,  management  believes  the  proceeds
available from the Bank Facility, together with cash on hand, and cash flow
from operations will be  sufficient  to fund the pending acquisition of the
Arizona 5 Partnership, the Company's capital  expenditures  and its working
capital and debt service requirements.  At March 31, 1997, the  Company had
approximately  $79.0  million  of  funds available under the Bank Facility.
The Company may require additional financing for future acquisitions and to
meet the required PCS buildout. Sources  of  additional capital may include
cash flows from operations and public or private debt or equity financings.
There can be no assurance that any additional  financing  will be available
to  the  Company  or,  if  available,  that  it  can  be obtained on  terms
acceptable  to  the  Company  and within the limitations contained  in  the
Company's financing arrangements.  The  successful  implementation  of  the
Company's  strategy,  including  the  further  development  of its cellular
systems and significant and sustained growth in the Company's  cash  flows,
is necessary for the Company to meet its debt service requirements.

The  Company  is  a  holding  company  with  no  direct  operations  and no
significant  assets  other than the stock of its subsidiaries.  The Company
is dependent on the cash flows of its subsidiaries to meet its obligations,
including the payment of interest and principal on the Senior Notes (except
with respect to the first  four  interest  payments for which provision has
been made).  The Bank Facility contains certain restrictions on the ability
of the Company's primary subsidiary to distribute  funds  to  the  Company.
The  indenture  under  which  the  Senior  Notes  were  issued and the Bank
Facility  impose  certain  limits on the ability of the Company  to,  among
other things, incur additional indebtedness.

FORWARD-LOOKING STATEMENTS

The description of the Company's  capital expenditure plans set forth above
are forward-looking statements made  pursuant to the safe harbor provisions
of  the Private Securities Litigation Reform  Act  of  1995.   These  plans
involve  a  number  of risks and uncertainties.  The important factors that
could cause actual capital  expenditures  or  the  Company's performance to
differ materially from the plans include, without limitation, the Company's
continued ability to satisfy the financial covenants  of the Bank Facility;
the  Company's  ability  to  manage  its rapid growth successfully  and  to
compete effectively in its cellular, fiber  and  resale  businesses against
competitors   with  greater  financial,  technical,  marketing  and   other
resources;  changes   in   end-user   requirements   and  preferences;  the
development  of  other  technologies  and  products  that  may   gain  more
commercial  acceptance  than  those  of the Company; and adverse regulatory
changes.  For further information regarding  these  and other risk factors,
see "Risk Factors" and "Business" in the Company's Prospectus dated May 14,
1997 filed with the Securities and Exchange Commission under Rule 424(b) of
the Securities Act of 1933.



ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

-    Not applicable


                    PART II.  OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

-    Not applicable

ITEM 2.   CHANGES IN SECURITIES

-    Not applicable

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

-    Not applicable

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

-    Not applicable

ITEM 5.   OTHER INFORMATION

-    Not applicable

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          The following exhibits are filed as a part of this report:

     EXHIBIT NUMBER        DESCRIPTION

          3.1         -    Registrant's Amended and Restated Certificate of
                           Incorporation.

          3.2         -    Registrant's  Bylaws.   Incorporated  herein  by
                           reference   to  Exhibit  3.2   to   Registrant's
                           registration  statement  on  Form  S-4 (No. 333-
                           23769).

          4.1         -    Second  Amended  and  Restated  Credit Agreement
                           dated February 28, 1997, as amended by Amendment
                           No.  1 thereto dated April 22, 1997,  among  the
                           Registrant,   Dobson   Operating   Company   and
                           CoreStates Bank, N.A., First Union National Bank
                           of  North  Carolina,  Nationsbank of Texas, N.A.
                           and    the    other   banks   listed    therein.
                           Incorporated herein by reference to Exhibits 4.1
                           and 4.1.1 to Registrant's registration statement
                           on Form S-4 (No. 333-23769).

          4.2         -    Telephone Loan  Contract dated as of November 7,
                           1958 between Dobson  Telephone Company, Inc. and
                           United States of America.   Incorporated  herein
                           by  reference  to  Exhibit  4.2  to Registrant's
                           registration  statement  on Form S-4  (No.  333-
                           23769).

          4.3         -    Telephone Loan Contract dated  as  of  March 19,
                           1956 between McLoud Telephone Company and United
                           States  of  America.   Incorporated  herein   by
                           reference   to   Exhibit   4.3  to  Registrant's
                           registration  statement on Form  S-4  (No.  333-
                           23769).

          4.4         -    Telephone Loan  Contract  Amendment  dated as of
                           January   15,   1993  between  Dobson  Telephone
                           Company, Inc., Rural  Telephone  Bank and United
                           States  of  America.   Incorporated  herein   by
                           reference   to   Exhibit   4.4  to  Registrant's
                           registration  statement on Form  S-4  (No.  333-
                           23769).

          4.5         -    Restated  Mortgage,   Security   Agreement   and
                           Financing  Statement  dated  as  of May 15, 1993
                           between  Dobson  Telephone  Company  and  United
                           States  of  America.   Incorporated  herein   by
                           reference   to   Exhibit   4.5  to  Registrant's
                           registration  statement on Form  S-4  (No.  333-
                           23769).

          4.6         -    Indenture dated  as of February 28, 1997 between
                           the Registrant, as  Issuer,  and  United  States
                           Trust   Company   of   New   York,  as  Trustee.
                           Incorporated herein by reference  to Exhibit 4.6
                           to Registrant's registration statement  on  Form
                           S-4 (No. 333-23769).

          4.7         -    Registration Rights Agreement dated February 25,
                           1997 between the Registrant and Morgan Stanley &
                           Co.    Incorporated,    Alex.   Brown   &   Sons
                           Incorporated, First Union  Capital Markets Corp.
                           and    NationsBanc    Capital   Markets,    Inc.
                           Incorporated herein by  reference to Exhibit 4.8
                           to Registrant's registration  statement  on Form
                           S-4 (No. 333-23769).

          4.8         -    Escrow and Security Agreement dated February 28,
                           1997  among  the  Registrant,  as  Pledgor,  and
                           Morgan Stanley & Co. Incorporated, Alex. Brown &
                           Sons  Incorporated,  First Union Capital Markets
                           Corp. and NationsBanc  Capital Markets, Inc., as
                           Placement  Agents,  and  United   States   Trust
                           Company  of  New York, as Trustee.  Incorporated
                           herein   by  reference   to   Exhibit   4.9   to
                           Registrant's  registration statement on Form S-4
                           (No. 333-23769).

          10.1<F1>    -    Registrant's    1996    Stock    Option    Plan.
                           Incorporated herein by reference to Exhibit 10.1
                           to Registrant's registration  statement  on Form
                           S-4 (No. 333-23769).

          10.2.1      -    Promissory  Note  dated February 10, 1997 of  G.
                           Edward Evans in the  amount of $300,000 in favor
                           of    Western    Financial    Services     Corp.
                           Incorporated  herein  by  reference  to  Exhibit
                           10.2.1 to Registrant's registration statement on
                           Form S-4 (No. 333-23769).

          10.2.2      -    Promissory  Note dated March 19, 1996 of Everett
                           R. Dobson in  the  amount of $1,400,000 in favor
                           of  Dobson  Operating   Company.    Incorporated
                           herein   by  reference  to  Exhibit  10.2.2   to
                           Registrant's  registration statement on Form S-4
                           (No. 333-23769).

          10.2.3      -    Promissory Note  dated March 15, 1997 of Russell
                           L. Dobson in the amount  of $297,179.33 in favor
                           of    Western    Financial    Services     Corp.
                           Incorporated  herein  by  reference  to  Exhibit
                           10.2.3 to Registrant's registration statement on
                           Form S-4 (No. 333-23769).

          10.2.4      -    Promissory  Note  dated  December  31,  1996  of
                           Russell  L.  Dobson  in the amount of $12,908 in
                           favor  of  Western  Financial   Services   Corp.
                           Incorporated  herein  by  reference  to  Exhibit
                           10.2.4 to Registrant's registration statement on
                           Form S-4 (No. 333-23769).

          10.2.5      -    Promissory  Note dated March 15, 1997 of Russell
                           L. Dobson in  the amount of $116,163.78 in favor
                           of    Western    Financial     Services    Corp.
                           Incorporated  herein  by  reference  to  Exhibit
                           10.2.5 to Registrant's registration statement on
                           Form S-4 (No. 333-23769).

          10.2.6      -    Promissory  Note  dated  December  31,  1996  of
                           Everett R. Dobson in the amount  of  $339,884.26
                           in  favor  of  Western Financial Services  Corp.
                           Incorporated  herein  by  reference  to  Exhibit
                           10.2.6 to Registrant's registration statement on
                           Form S-4 (No. 333-23769).

          10.2.7      -    Lease Agreement  dated  July  17,  1995  between
                           WillRuss  Limited  Liability Company and Western
                           Financial Services Corp.  Incorporated herein by
                           reference  to  Exhibit  10.2.7  to  Registrant's
                           registration statement  on  Form  S-4  (No. 333-
                           23769).

          10.2.8      -    Promissory  Note  dated  December  31,  1996  of
                           Associated  Telecommunications and Technologies,
                           Inc. (ATTI) in  the  amount  of  $263,494.78  in
                           favor   of   Western  Financial  Services  Corp.
                           Incorporated  herein  by  reference  to  Exhibit
                           10.2.8 to Registrant's registration statement on
                           Form S-4 (No. 333-23769).

          10.2.9      -    Promissory  Note  dated  December  31,  1996  of
                           National Telecommunications  Technologies,  Inc.
                           (Natelco)  in the amount of $307,050.30 in favor
                           of    Western    Financial     Services    Corp.
                           Incorporated  herein  by  reference  to  Exhibit
                           10.2.9 to Registrant's registration statement on
                           Form S-4 (No. 333-23769).

          10.3.1<F1>  -    Letter dated December 26, 1996  from  Registrant
                           to   G.   Edward   Evans  describing  employment
                           arrangement.  Incorporated  herein  by reference
                           to  Exhibit  10.3.1 to Registrant's registration
                           statement on Form S-4 (No. 333-23769).

          10.3.2<F1>  -    Letter dated June  3,  1996  from  Registrant to
                           Bruce    Knooihuizen    describing    employment
                           arrangement.   Incorporated  herein by reference
                           to  Exhibit 10.3.2 to Registrant's  registration
                           statement on Form S-4 (No. 333-23769).

          10.3.3<F1>  -    Letter  dated October 15, 1996 from Fleet Equity
                           Partners  to  Justin  Jaschke regarding director
                           compensation.  Incorporated  herein by reference
                           to  Exhibit 10.3.3 to Registrant's  registration
                           statement on Form S-4 (No. 333-23769).

          10.4.1      -    Agreement  for  DS-3  service dated December 16,
                           1993  between  Dobson  Fiber   Company  and  NTS
                           Communications,  Inc.   Incorporated  herein  by
                           reference  to  Exhibit  10.4.1  to  Registrant's
                           registration statement on  Form  S-4  (No.  333-
                           23769).

          10.4.2      -    North   American   Cellular   Network   Services
                           Agreement  dated  August 26, 1992 by and between
                           North American Cellular Network, Inc. and Dobson
                           Cellular, Inc.  Incorporated herein by reference
                           to Exhibit 10.4.2 to  Registrant's  registration
                           statement on Form S-4 (No. 333-23769).

          10.4.3      -    Trademark  Sublicense  Agreement dated  February
                           28, 1997 between WMC Partners  L.P.  and  Dobson
                           Cellular   of   Arizona,  Inc.  and  Registrant.
                           Incorporated  herein  by  reference  to  Exhibit
                           10.4.3 to Registrant's registration statement on
                           Form S-4 (No. 333-23769).

          10.4.4      -    Affiliation Agreement dated February 28, 1997 by
                           and between Registrant  and  Dobson  Cellular of
                           Arizona,    Inc.    and    WMC   Partners   L.P.
                           Incorporated  herein  by  reference  to  Exhibit
                           10.4.4 to Registrant's registration statement on
                           Form S-4 (No. 333-23769).

          10.4.5      -    Form of Cellular One License  Agreement  between
                           Cellular One Group and Dobson Cellular of  Enid,
                           Inc.,  Dobson  Cellular  of  Woodward,  Inc. and
                           Dobson   Cellular   of   Kansas/Missouri,   Inc.
                           Incorporated  herein  by  reference  to  Exhibit
                           10.4.5 to Registrant's registration statement on
                           Form S-4 (No. 333-23769).

          10.5.1      -    Asset  Purchase  Agreement  dated as of November
                           19, 1996, as amended by Amendment  No. 1 thereto
                           effective  as of January 17, 1997 and  Amendment
                           No. 2 thereto  dated  February  6,  1997,  among
                           Horizon Cellular Telephone Company of Hagerstown
                           L.P., Cumberland Cellular Partnership and Dobson
                           Cellular of Maryland, Inc., and Dobson Operating
                           Company.   Incorporated  herein  by reference to
                           Exhibit   10.5.1  to  Registrant's  registration
                           statement on Form S-4 (No. 333-23769).

          10.5.2      -    Asset Purchase  Agreement  dated  September  25,
                           1996   among  Maryland  Wireless  Communications
                           L.P.,  Wendy  C.  Coleman,  Dobson  Cellular  of
                           Maryland,  Inc.  and  Dobson  Operating Company.
                           Incorporated  herein  by  reference  to  Exhibit
                           10.5.2 to Registrant's registration statement on
                           Form S-4 (No. 333-23769).

          10.5.3      -    Purchase Agreement dated February 28, 1997 among
                           Aztel, Inc., Gila River Communications, Inc., US
                           West,  New  Vector  Group, Inc.,  Tohono  Oldham
                           Utility  Authority  and   Dobson   Cellular   of
                           Arizona,  Inc.  Incorporated herein by reference
                           to Exhibit  10.5.3  to Registrant's registration
                           statement on Form S-4 (No. 333-23769).

          10.6.1      -    Securities Purchase Agreement  dated as of March
                           19, 1996, as amended by Amendment  No. 1 thereto
                           dated as of February 25, 1997, among Registrant,
                           Dobson Operating Company, Fleet Equity  Partners
                           VI,  L.P.,  Fleet  Venture Resources, Inc.,  and
                           Kennedy Plaza Partners.   Incorporated herein by
                           reference  to  Exhibits  10.6.1  and  10.6.2  to
                           Registrant's registration  statement on Form S-4
                           (No. 333-23769).

          10.6.2      -    Shareholders' Agreement dated as of February 26,
                           1997    between   the   Registrant    and    its
                           shareholders.   Incorporated herein by reference
                           to Exhibit 10.6.3  to  Registrant's registration
                           statement on Form S-4 (No. 333-23769).

          10.6.3      -    Option  Agreement dated as  of  March  19,  1996
                           among Dobson  Operating  Company,  Kennedy Plaza
                           Partners,  Fleet  Venture  Resources,  Inc.  and
                           Fleet  Equity  Partners  VI,  L.P.  Incorporated
                           herein  by  reference  to  Exhibit   10.6.4   to
                           Registrant's  registration statement on Form S-4
                           (No. 333-23769).

          21          -    Subsidiaries.   Incorporated herein by reference
                           to  Exhibit  21  to   Registrant's  registration
                           statement on Form S-4 (No. 333-23769).

          27          -    Financial Data Schedule

___________________

<F1>   Management contract or compensatory plan or arrangement.



(b)       Reports on Form 8-K

          No reports on Form 8-K were filed during  the quarter ended March
31, 1997.


<PAGE>
                            SIGNATURES

          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 thereunto duly authorized.


Date:  June 20, 1997                 Dobson Communications Corporation
                                     (registrant)


                                     EVERETT R. DOBSON
                                     Everett R. Dobson
                                     Chairman of the Board, President and 
                                     Chief Executive Officer


Date:  June 20, 1997                 BRUCE R. KNOOIHUIZEN
                                     Bruce R. Knooihuizen
                                     Vice President and Chief Financial
                                     Officer (principal financial
                                     officer)

<PAGE>

                           INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.                                        Method of Filing
-----------                                        ----------------
<S>             <C>                                <C>
    3.1         Registrant's Amended and Restated  Filed herewith electronically
                Certificate of Incorporation.

    3.2         Registrant's  Bylaws.              Incorporated herein by
                                                   reference

    4.1         Second Amended and Restated        Incorporated herein by
                Credit Agreement dated February    reference
                28, 1997, as amended by Amendment
                No. 1 thereto dated April 22, 1997,
                among the Registrant, Dobson 
                Operating Company and CoreStates 
                Bank, N.A., First Union National 
                Bank of North Carolina, Nationsbank 
                of Texas, N.A. and the other banks
                listed therein.

    4.2         Telephone Loan Contract dated as   Incorporated herein by
                of November 7, 1958 between Dobson reference
                Telephone Company, Inc. and
                United States of America.

    4.3         Telephone Loan Contract dated as   Incorporated herein by
                of March 19, 1956 between McLoud   reference
                Telephone Company and United
                States of America.

    4.4         Telephone Loan Contract Amendment  Incorporated herein by
                dated as of January 15, 1993       reference
                between Dobson Telephone Company, 
                Inc., Rural Telephone Bank and 
                United States of America.

    4.5         Restated Mortgage, Security        Incorporated herein by
                Agreement and Financing Statement  reference
                dated as of May 15, 1993 between  
                Dobson Telephone Company and United
                States of America.   

    4.6         Indenture dated as of February 28, Incorporated herein by
                1997 between the Registrant, as    reference
                Issuer, and United States Trust
                Company of New York, as Trustee.

    4.7         Registration Rights Agreement      Incorporated herein by
                dated February 25, 1997 between    reference
                the Registrant and Morgan Stanley &
                Co. Incorporated, Alex. Brown &   
                Sons 

    4.8         Escrow and Security Agreement      Incorporated herein by
                dated February 28, 1997 among      reference
                the Registrant, as Pledgor, and
                Morgan Stanley & Co. Incorporated, 
                Alex. Brown & Sons Incorporated,  
                First Union Capital Markets
                Corp. and NationsBanc Capital 
                Markets, Inc., as Placement Agents,  
                and United States Trust Company 
                of New York, as Trustee.

    10.1        Registrant's 1996 Stock Option     Incorporated herein by
                Plan.                              reference

    10.2.1      Promissory Note dated February     Incorporated herein by
                10, 1997 of G. Edward Evans in     reference
                the amount of $300,000 in favor
                of Western Financial Services Corp.

    10.2.2      Promissory Note dated March 19,    Incorporated herein by
                1996 of Everett R. Dobson in the   reference
                amount of $1,400,000 in favor 
                of Dobson Operating Company.

    10.2.3      Promissory Note dated March 15,    Incorporated herein by
                1997 of Russell L. Dobson in the   reference
                amount of $297,179.33 in favor
                of Western Financial Services Corp.

    10.2.4      Promissory Note dated December 31,  Incorporated herein by
                1996 of Russell L. Dobson in the    reference
                amount of $12,908 in favor of  
                Western Financial Services Corp.

    10.2.5      Promissory Note dated March 15,     Incorporated herein by
                1997 of Russell L. Dobson in        reference
                the amount of $116,163.78 in favor
                of Western Financial Services Corp.

    10.2.6      Promissory Note dated December 31,  Incorporated herein by
                1996 of Everett R. Dobson in the    reference
                amount of $339,884.26 in favor of  
                Western Financial Services Corp.

    10.2.7      Lease Agreement dated July 17,      Incorporated herein by
                1995 between WillRuss Limited       reference
                Liability Company and Western
                Financial Services Corp.

    10.2.8      Promissory Note dated December 31,  Incorporated herein by
                1996 of Associated Telecommunica-   reference
                tions and Technologies, Inc. (ATTI) 
                in the amount of $263,494.78 in
                favor of Western Financial Services  
                Corp. 

    10.2.9      Promissory Note dated December 31,  Incorporated herein by
                1996 of National Telecommunications reference
                Technologies, Inc. (Natelco) in 
                the amount of $307,050.30 in favor
                of Western Financial Services Corp.

    10.3.1      Letter dated December 26, 1996 from Incorporated herein by
                Registrant to G. Edward Evans       reference
                describing employment arrangement.

    10.3.2      Letter dated June 3, 1996 from      Incorporated herein by
                Registrant to Bruce Knooihuizen     reference
                describing employment arrangement.

    10.3.3      Letter dated October 15, 1996       Incorporated herein by
                from Fleet Equity Partners to       reference
                Justin Jaschke regarding director
                compensation.

    10.4.1      Agreement for DS-3 service dated    Incorporated herein by
                December 16, 1993 between Dobson    reference
                Fiber Company and NTS Communications,  
                Inc.

    10.4.2      North American Cellular Network     Incorporated herein by
                Services Agreement dated August 26, reference
                1992 by and between North American 
                Cellular Network, Inc. and Dobson
                Cellular, Inc.

    10.4.3      Trademark Sublicense Agreement      Incorporated herein by
                dated February 28, 1997 between     reference
                WMC Partners L.P. and Dobson
                Cellular of Arizona,Inc. and 
                Registrant.

    10.4.4      Affiliation Agreement dated         Incorporated herein by
                February 28, 1997 by and between    reference
                Registrant and Dobson Cellular of
                Arizona, Inc. and WMC Partners L.P.

    10.4.5      Form of Cellular One License        Incorporated herein by
                Agreement between Cellular One      reference
                Group and Dobson Cellular of Enid,
                Inc., Dobson Cellular of Woodward,
                Inc. and Dobson Cellular of Kansas/
                Missouri, Inc.

    10.5.1      Asset Purchase Agreement dated as   Incorporated herein by
                of November 19, 1996, as amended    reference
                by Amendment No. 1 thereto
                effective as of January 17, 1997 
                and Amendment No. 2 thereto dated  
                February 6, 1997, among Horizon 
                Cellular Telephone Company of 
                Hagerstown L.P., Cumberland 
                Cellular Partnership and Dobson
                Cellular of Maryland, Inc., and Dobson 
                Operating Company.

    10.5.2      Asset Purchase Agreement dated      Incorporated herein by
                September 25, 1996 among Maryland   reference
                Wireless Communications L.P.,  
                Wendy C. Coleman, Dobson Cellular  
                of Maryland, Inc. and Dobson
                Operating Company.

    10.5.3      Purchase Agreement dated February   Incorporated herein by
                28, 1997 among Aztel, Inc., Gila    reference
                River Communications, Inc., US
                West, New Vector Group, Inc.,
                Tohono Oldham Utility Authority  
                and Dobson Cellular of Arizona, Inc.

    10.6.1      Securities Purchase Agreement       Incorporated herein by
                dated as of March 19, 1996, as      reference
                amended by Amendment No. 1 thereto
                dated as of February 25, 1997, 
                among Registrant, Dobson Operating 
                Company, Fleet Equity  Partners
                VI, L.P., Fleet Venture Resources, 
                Inc., and Kennedy Plaza Partners.

    10.6.2      Shareholders' Agreement dated as    Incorporated herein by
                of February 26, 1997 between the    reference
                Registrant and its shareholders.

    10.6.3      Option Agreement dated as of March  Incorporated herein by
                19, 1996 among Dobson Operating     reference
                Company,  Kennedy Plaza Partners,  
                Fleet Venture Resources, Inc. and
                Fleet Equity Partners VI, L.P.

    21          Subsidiaries.                       Incorporated herein by
                                                    reference

    27          Financial Data Schedule             Filed herewith 
                                                    electronically
</TABLE>