##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




---

Form 10-Q

|  |  |                                                                                                 
|- |  | ------------------------------------------------------------------------------------------------
|þ |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934 
| 
|  |  | For the Quarterly Period Ended March 31,
    2004                                               
| 
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
| 
|  |  | For the transition period
    from           to                                                 

Commission file number. 000-29225



---

Dobson Communications Corporation

(Exact name of registrant as specified in its
charter)


|                                                                                           |  |                                         
|------------------------------------------------------------------------------------------ |  | ----------------------------------------
|Oklahoma                                                                                   |  | 73-1513309                              
|(State or other jurisdiction of
    incorporation or organization)                         |  | (I.R.S. Employer
    Identification No.)
|                                                                                          
|14201 Wireless Way
    Oklahoma City, Oklahoma(Address of principal executive
    offices) |  | 73134(Zip Code)                         

(405) 529-8500

(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 þ          No o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Exchange
Act).     Yes þ          No o

As of May 3, 2004, there were
114,324,422 shares of registrants $.001 par
value Class A Common Stock outstanding and
19,418,021 shares of the registrants $.001 par
value Class B Common Stock outstanding.



---






---










DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES

INDEX TO FORM 10-Q

|                                                 |  |                                                                                           |  |                                                                                                            |    |  |   | 
|------------------------------------------------ |  | ----------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------- | -- |  | - | 
|Item                                             |  |                                                                                           |  |                                                                                                           
|Number                                           |  |                                                                                           |  | Page                                                                                                      
|                                                 |  |                                                                                           |  |                                                                                                           
|PART I. FINANCIAL
    INFORMATION               
|1                                                |  | Condensed Consolidated
    Financial Statements (Unaudited):                              |  |                                                                                                            |    | 
|                                                 |  |                                                                                           |  | Condensed Consolidated
    Balance Sheets as of March 31, 2004 and December 31,
    2003                   |    |  | 2 | 
|                                                 |  |                                                                                           |  | Condensed Consolidated
    Statements of Operations for the Three Months Ended
    March 31, 2004 and 2003 |    |  | 3 | 
|                                                 |  |                                                                                           |  | Condensed Consolidated
    Statement of Stockholders Equity for the Three Months
    Ended March 31, 2004 |    |  | 4 | 
|                                                 |  |                                                                                           |  | Condensed Consolidated
    Statements of Cash Flows for the Three Months Ended
    March 31, 2004 and 2003 |    |  | 5 | 
|                                                 |  |                                                                                           |  | Notes to Condensed
    Consolidated Financial Statements                                                   |    |  | 6 | 
|2                                                |  | Managements Discussion
    and Analysis of Financial Condition and Results of Operations |  |                                                                                                            | 17 | 
|3                                                |  | Quantitative and Qualitative
    Disclosures About Market Risk                            |  |                                                                                                            | 27 | 
|4                                                |  | Controls and Procedures                                                                   |  |                                                                                                            | 28 | 
|PART II. OTHER
    INFORMATION                  
|1                                                |  | Legal Proceedings                                                                         |  |                                                                                                            | 29 | 
|2                                                |  | Changes in Securities, Use
    of Proceeds and Issuer Purchases of Equity Securities      |  |                                                                                                            | 29 | 
|3                                                |  | Defaults Upon Senior
    Securities                                                       |  |                                                                                                            | 29 | 
|4                                                |  | Submission of Matters to a
    Vote of Security Holders                                   |  |                                                                                                            | 29 | 
|5                                                |  | Other Information                                                                         |  |                                                                                                            | 29 | 
|6                                                |  | Exhibits and Reports on
    Form 8-K                                                      |  |                                                                                                            | 29 | 
|Amendment No. 2 to Credit Agreement             
|Rule 13a-14(a) Certification by Chairman and CEO
|Rule 13a-14(a) Certification by CFO             
|Section 1350 Certification by Chairman and CEO  
|Section 1350 Certification by CFO               



1



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##### Table of Contents






PART I. FINANCIAL INFORMATION





|        |                     
|------- | --------------------
|Item 1. | Financial Statements

DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED BALANCE
SHEETS


|                                            |                                                                                                                                                                               |                            |                                            |                |               |               |             |                |               |               | 
|------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | -------------- | ------------- | ------------- | ----------- | -------------- | ------------- | ------------- | 
|                                            |                                                                                                                                                                               | March 31,                  |                                            | December 31,  
|                                            |                                                                                                                                                                               | 2004                       |                                            | 2003          
|                                            |                                                                                                                                                                               |                            |                                            |               
|                                            |                                                                                                                                                                               | (Unaudited)                |                                            |               
|ASSETS                                     
|CURRENT ASSETS:                             |                                                                                                                                                                               |                            |                                            |                |               |               |             |               
|                                            | Cash and cash equivalents                                                                                                                                                     |                            | $                                          | 141,976,382    |               |               | $           | 208,239,339    |              
|                                            | Restricted cash and investments                                                                                                                                               |                            |                                            | 100,000        |               |               |             | 11,443,618     |              
|                                            | Accounts receivable                                                                                                                                                           |                            |                                            | 79,296,971     |               |               |             | 97,318,214     |              
|                                            | Inventory                                                                                                                                                                     |                            |                                            | 12,800,235     |               |               |             | 12,393,910     |              
|                                            | Prepaid expenses and other                                                                                                                                                    |                            |                                            | 9,758,128      |               |               |             | 7,518,961      |              
|                                            | Deferred income taxes                                                                                                                                                         |                            |                                            | 17,637,000     |               |               |             | 17,637,000     |              
|                                            |                                                                                                                                                                               |                            |                                            |                |               |               |             |               
|                                            |                                                                                                                                                                               | Total current assets       |                                            |                | 261,568,716   |               |             |                | 354,551,042   |              
|                                            |                                                                                                                                                                               |                            |                                            |                |               |               |             |               
|PROPERTY, PLANT AND EQUIPMENT, net (Note 6) |                                                                                                                                                                               |                            | 544,855,171                                |                |               |               | 536,634,360 |               
|                                            |                                                                                                                                                                               |                            |                                            |                |               |               |             |               
|OTHER ASSETS:                               |                                                                                                                                                                               |                            |                                            |                |               |               |             |               
|                                            | Restricted assets                                                                                                                                                             |                            |                                            | 525,000        |               |               |             | 525,000        |              
|                                            | Wireless license acquisition costs                                                                                                                                            |                            |                                            | 1,764,428,143  |               |               |             | 1,759,350,684  |              
|                                            | Goodwill                                                                                                                                                                      |                            |                                            | 603,633,557    |               |               |             | 603,450,987    |              
|                                            | Deferred financing costs, net                                                                                                                                                 |                            |                                            | 48,826,376     |               |               |             | 51,368,901     |              
|                                            | Customer list, net                                                                                                                                                            |                            |                                            | 93,853,508     |               |               |             | 94,380,262     |              
|                                            | Deposits                                                                                                                                                                      |                            |                                            | 4,285,567      |               |               |             | 3,976,308      |              
|                                            | Other non-current assets                                                                                                                                                      |                            |                                            | 5,142,791      |               |               |             | 4,659,492      |              
|                                            | Assets of discontinued operations                                                                                                                                             |                            |                                            |               |               |               |             | 70,043,464     |              
|                                            |                                                                                                                                                                               |                            |                                            |                |               |               |             |               
|                                            |                                                                                                                                                                               | Total other assets         |                                            |                | 2,520,694,942 |               |             |                | 2,587,755,098 |              
|                                            |                                                                                                                                                                               |                            |                                            |                |               |               |             |               
|                                            |                                                                                                                                                                               |                            | Total assets                               |                | $             | 3,327,118,829 |             |                | $             | 3,478,940,500 | 
|                                            |                                                                                                                                                                               |                            |                                            |                |               |               |             |               
|                                           
|LIABILITIES AND STOCKHOLDERS
    EQUITY   
|                                           
|CURRENT LIABILITIES:                        |                                                                                                                                                                               |                            |                                            |                |               |               |             |               
|                                            | Accounts payable                                                                                                                                                              |                            | $                                          | 83,676,538     |               |               | $           | 104,440,157    |              
|                                            | Accrued expenses                                                                                                                                                              |                            |                                            | 29,349,915     |               |               |             | 32,554,598     |              
|                                            | Accrued interest payable                                                                                                                                                      |                            |                                            | 58,458,960     |               |               |             | 74,106,748     |              
|                                            | Deferred revenue and customer deposits                                                                                                                                        |                            |                                            | 27,106,819     |               |               |             | 26,947,446     |              
|                                            | Current portion of long-term debt                                                                                                                                             |                            |                                            | 5,500,000      |               |               |             | 5,500,000      |              
|                                            | Accrued dividends payable                                                                                                                                                     |                            |                                            | 10,371,416     |               |               |             | 8,604,061      |              
|                                            | Current portion of obligations under capital
    leases                                                                                                                       |                            |                                            | 671,197        |               |               |             | 782,000        |              
|                                            |                                                                                                                                                                               |                            |                                            |                |               |               |             |               
|                                            |                                                                                                                                                                               | Total current liabilities  |                                            |                | 215,134,845   |               |             |                | 252,935,010   |              
|                                            |                                                                                                                                                                               |                            |                                            |                |               |               |             |               
|OTHER LIABILITIES:                          |                                                                                                                                                                               |                            |                                            |                |               |               |             |               
|                                            | Long-term debt, net of current portion
    (Note 7)                                                                                                                           |                            |                                            | 2,347,840,144  |               |               |             | 2,409,684,567  |              
|                                            | Deferred tax liabilities                                                                                                                                                      |                            |                                            | 278,647,254    |               |               |             | 285,848,520    |              
|                                            | Senior exchangeable preferred stock, net                                                                                                                                      |                            |                                            | 253,548,120    |               |               |             | 253,259,775    |              
|                                            | Minority interest                                                                                                                                                             |                            |                                            | 5,624,840      |               |               |             | 6,393,902      |              
|                                            | Other non-current liabilities                                                                                                                                                 |                            |                                            | 6,521,254      |               |               |             | 6,915,203      |              
|                                            | Liabilities of discontinued operations                                                                                                                                        |                            |                                            |               |               |               |             | 27,822,943     |              
|Commitments (Note 9)                        |                                                                                                                                                                               |                            |                                            |                |               |               |             |               
|                                            | Series F convertible preferred stock                                                                                                                                          |                            |                                            | 122,535,599    |               |               |             | 122,535,599    |              
|STOCKHOLDERS EQUITY:                       |                                                                                                                                                                               |                            |                                            |                |               |               |             |               
|                                            | Class A common stock, $.001 par value,
    175,000,000 shares authorized and 120,027,356 and
    119,997,356 issued at March 31, 2004 and December 31,
    2003, respectively |                            |                                            | 120,028        |               |               |             | 119,998        |              
|                                            | Convertible Class B common stock,
    $.001 par value, 70,000,000 shares authorized and
    19,418,021 shares issued at March 31, 2004 and
    December 31, 2003              |                            |                                            | 19,418         |               |               |             | 19,418         |              
|                                            | Convertible Class C common stock,
    $.001 par value, 4,226 shares authorized and zero
    shares issued at March 31, 2004 and December 31, 2003                             |                            |                                            |               |               |               |             |               |              
|                                            | Convertible Class D common stock,
    $.001 par value, 33,000 shares authorized and zero
    shares issued at March 31, 2004 and December 31, 2003                            |                            |                                            |               |               |               |             |               |              
|                                            | Paid-in capital                                                                                                                                                               |                            |                                            | 1,205,401,226  |               |               |             | 1,205,138,956  |              
|                                            | Accumulated deficit                                                                                                                                                           |                            |                                            | (1,074,328,677 | )             |               |             | (1,057,788,169 | )            
|                                            | Less 5,709,353 common shares held in treasury, at
    cost at March 31, 2004 and December 31, 2003                                                                            |                            |                                            | (33,945,222    | )             |               |             | (33,945,222    | )            
|                                            |                                                                                                                                                                               |                            |                                            |                |               |               |             |               
|                                            |                                                                                                                                                                               | Total stockholders equity |                                            |                | 97,266,773    |               |             |                | 113,544,981   |              
|                                            |                                                                                                                                                                               |                            |                                            |                |               |               |             |               
|                                            |                                                                                                                                                                               |                            | Total liabilities and stockholders equity |                | $             | 3,327,118,829 |             |                | $             | 3,478,940,500 | 
|                                            |                                                                                                                                                                               |                            |                                            |                |               |               |             |               

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

2



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |             |             | 
|-------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------- | ------------------------ | ----------- | ----------- | ----------- | - | ---------- | ----------- | ----------- | 
|                                                                                       |                                                                                                                 |                         
|                                                                                       |                                                                                                                 | Three Months Ended      
|                                                                                       |                                                                                                                 | March 31,               
|                                                                                       |                                                                                                                 |                         
|                                                                                       |                                                                                                                 | 2004                     |             | 2003       
|                                                                                       |                                                                                                                 |                          |             |            
|                                                                                       |                                                                                                                 |                         
|                                                                                       |                                                                                                                 | (Unaudited)             
|OPERATING REVENUE:                                                                     |                                                                                                                 |                          |             |             |             |   |            |            
|                                                                                       | Service revenue                                                                                                 |                          | $           | 181,699,363 |             |   | $          | 82,786,099  |            
|                                                                                       | Roaming revenue                                                                                                 |                          |             | 42,075,341  |             |   |            | 40,919,650  |            
|                                                                                       | Equipment and other revenue                                                                                     |                          |             | 10,016,615  |             |   |            | 5,186,711   |            
|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |            
|                                                                                       |                                                                                                                 | Total operating revenue  |             |             | 233,791,319 |   |            |             | 128,892,460 | 
|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |            
|OPERATING EXPENSES:                                                                    |                                                                                                                 |                          |             |             |             |   |            |            
|                                                                                       | Cost of service (exclusive of items shown
    separately below)                                                 |                          |             | 54,185,765  |             |   |            | 30,546,900  |            
|                                                                                       | Cost of equipment                                                                                               |                          |             | 23,534,577  |             |   |            | 8,495,867   |            
|                                                                                       | Marketing and selling                                                                                           |                          |             | 29,161,801  |             |   |            | 13,142,524  |            
|                                                                                       | General and administrative                                                                                      |                          |             | 43,776,071  |             |   |            | 16,606,803  |            
|                                                                                       | Depreciation and amortization                                                                                   |                          |             | 45,447,896  |             |   |            | 19,940,144  |            
|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |            
|                                                                                       |                                                                                                                 | Total operating expenses |             |             | 196,106,110 |   |            |             | 88,732,238  | 
|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |            
|OPERATING INCOME                                                                       |                                                                                                                 |                          | 37,685,209  |             |             |   | 40,160,222 |            
|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |            
|OTHER (EXPENSE) INCOME:                                                                |                                                                                                                 |                          |             |             |             |   |            |            
|                                                                                       | Interest expense                                                                                                |                          |             | (54,238,035 | )           |   |            | (23,871,833 | )          
|                                                                                       | Gain from extinguishment of debt (Note 7)                                                                       |                          |             | 5,738,861   |             |   |            |            |            
|                                                                                       | Dividends on mandatorily redeemable preferred
    stock (Note 8)                                                |                          |             | (8,618,010  | )           |   |            |            |            
|                                                                                       | Other income, net                                                                                               |                          |             | 1,277,425   |             |   |            | 1,959,496   |            
|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |            
|(LOSS) INCOME BEFORE MINORITY INTERESTS IN
    INCOME OF SUBSIDIARIES AND INCOME TAXES |                                                                                                                 |                          | (18,154,550 | )           |             |   | 18,247,885 |            
|MINORITY INTERESTS IN INCOME OF SUBSIDIARIES                                           |                                                                                                                 |                          | (944,007    | )           |             |   | (1,619,451 | )          
|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |            
|(LOSS) INCOME BEFORE INCOME TAXES                                                      |                                                                                                                 |                          | (19,098,557 | )           |             |   | 16,628,434 |            
|                                                                                       | Income tax benefit (expense)                                                                                    |                          |             | 3,973,814   |             |   |            | (6,318,805  | )          
|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |            
|(LOSS) INCOME FROM CONTINUING OPERATIONS                                               |                                                                                                                 |                          | (15,124,743 | )           |             |   | 10,309,629 |            
|DISCONTINUED OPERATIONS:
    (Note 3)                                                  |                                                                                                                 |                          |             |             |             |   |            |            
|                                                                                       | Income from discontinued operations, net of
    income tax expense of $271,327 for 2004 and $2,903,030 for 2003 |                          |             | 442,692     |             |   |            | 4,736,524   |            
|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |            
|NET (LOSS) INCOME                                                                      |                                                                                                                 |                          | (14,682,051 | )           |             |   | 15,046,153 |            
|                                                                                       | Dividends on preferred stock                                                                                    |                          |             | (1,858,457  | )           |   |            | (20,529,652 | )          
|                                                                                       | Gain on redemption and repurchases of preferred
    stock                                                       |                          |             |            |             |   |            | 23,614,525  |            
|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |            
|NET (LOSS) INCOME APPLICABLE TO COMMON
    STOCKHOLDERS                                |                                                                                                                 | $                        | (16,540,508 | )           |             | $ | 18,131,026 |            
|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |            
|BASIC NET (LOSS) INCOME APPLICABLE TO COMMON
    STOCKHOLDERS PER COMMON SHARE:        |                                                                                                                 |                          |             |             |             |   |            |            
|                                                                                       | Continuing operations                                                                                           |                          | $           | (0.11       | )           |   | $          | 0.12        |            
|                                                                                       | Discontinued operations                                                                                         |                          |             | 0.00        |             |   |            | 0.05        |            
|                                                                                       | Dividends on and redemption of preferred stock                                                                  |                          |             | (0.01       | )           |   |            | 0.03        |            
|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |            
|BASIC NET (LOSS) INCOME APPLICABLE TO COMMON
    STOCKHOLDERS PER COMMON SHARE         |                                                                                                                 | $                        | (0.12       | )           |             | $ | 0.20       |            
|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |            
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                       |                                                                                                                 |                          | 133,727,123 |             |             |   | 90,111,815 |            
|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |            
|DILUTED NET (LOSS) INCOME APPLICABLE TO
    COMMON STOCKHOLDERS PER COMMON SHARE:      |                                                                                                                 |                          |             |             |             |   |            |            
|                                                                                       | Continuing operations                                                                                           |                          | $           | (0.11       | )           |   | $          | 0.12        |            
|                                                                                       | Discontinued operations                                                                                         |                          |             | 0.00        |             |   |            | 0.05        |            
|                                                                                       | Dividends on and redemption of preferred stock                                                                  |                          |             | (0.01       | )           |   |            | 0.03        |            
|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |            
|DILUTED NET (LOSS) INCOME APPLICABLE TO
    COMMON STOCKHOLDERS PER COMMON SHARE       |                                                                                                                 | $                        | (0.12       | )           |             | $ | 0.20       |            
|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |            
|DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                     |                                                                                                                 |                          | 133,727,123 |             |             |   | 91,789,635 |            
|                                                                                       |                                                                                                                 |                          |             |             |             |   |            |            

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

3



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENT OF
STOCKHOLDERS EQUITY


For the Three Months Ended March 31,
2004


|                          |  |                      |             |              |  |         |         |             |  |         |            |               |  |         |        |        |  |   |               |  |  |   |                |   |  |   |             |   |  |   |             |  
|------------------------- |  | -------------------- | ----------- | ------------ |  | ------- | ------- | ----------- |  | ------- | ---------- | ------------- |  | ------- | ------ | ------ |  | - | ------------- |  |  | - | -------------- | - |  | - | ----------- | - |  | - | ----------- | -
|                          |  |                     
|                          |  | Stockholders Equity
|                          |  |                     
|                          |  |                      |             |              |  |        
|                          |  | Class A              |             | Class B      |  |        
|                          |  | Common Stock         |             | Common Stock |  |         |         | Treasury    |  | Total  
|                          |  |                      |             |              |  | Paid-in |         | Accumulated |  | Stock   |            | Stockholders
|                          |  | Shares               |             | Amount       |  | Shares  |         | Amount      |  | Capital |            | Deficit       |  | at Cost |        | Equity
|                          |  |                      |             |              |  |         |         |             |  |         |            |               |  |         |        |       
|                          |  |                     
|                          |  | (Unaudited)         
|DECEMBER 31, 2003         |  |                      | 119,997,356 |              |  | $       | 119,998 |             |  |         | 19,418,021 |               |  | $       | 19,418 |        |  | $ | 1,205,138,956 |  |  | $ | (1,057,788,169 | ) |  | $ | (33,945,222 | ) |  | $ | 113,544,981 |  
|Net loss                  |  |                      |            |              |  |         |        |             |  |         |           |               |  |         |       |        |  |   |              |  |  |   | (14,682,051    | ) |  |   |            |   |  |   | (14,682,051 | )
|Preferred stock dividends |  |                      |            |              |  |         |        |             |  |         |           |               |  |         |       |        |  |   |              |  |  |   | (1,858,457     | ) |  |   |            |   |  |   | (1,858,457  | )
|Issuance of common stock  |  |                      | 30,000      |              |  |         | 30      |             |  |         |           |               |  |         |       |        |  |   | 262,270       |  |  |   |               |   |  |   |            |   |  |   | 262,300     |  
|                          |  |                      |             |              |  |         |         |             |  |         |            |               |  |         |        |        |  |   |               |  |  |   |                |   |  |   |             |   |  |   |             |  
|March 31, 2004            |  |                      | 120,027,356 |              |  | $       | 120,028 |             |  |         | 19,418,021 |               |  | $       | 19,418 |        |  | $ | 1,205,401,226 |  |  | $ | (1,074,328,677 | ) |  | $ | (33,945,222 | ) |  | $ | 97,266,773  |  
|                          |  |                      |             |              |  |         |         |             |  |         |            |               |  |         |        |        |  |   |               |  |  |   |                |   |  |   |             |   |  |   |             |  

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

4



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                                            |                                                                                                                                   |                                                                                |                                           |             |             |             |             |             |             |             |  
|--------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | ----------------------------------------- | ----------- | ----------- | ----------- | ----------- | ----------- | ----------- | ----------- | -
|                                                                            |                                                                                                                                   |                                                                               
|                                                                            |                                                                                                                                   | Three Months Ended                                                            
|                                                                            |                                                                                                                                   | March 31,                                                                     
|                                                                            |                                                                                                                                   |                                                                               
|                                                                            |                                                                                                                                   | 2004                                                                           |                                           | 2003       
|                                                                            |                                                                                                                                   |                                                                                |                                           |            
|                                                                            |                                                                                                                                   |                                                                               
|                                                                            |                                                                                                                                   | (Unaudited)                                                                   
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                                                                                                                   |                                                                                |                                           |             |             |             |             |            
|                                                                            | Net (loss) income from continuing operations                                                                                      |                                                                                | $                                         | (15,124,743 | )           |             | $           | 10,309,629  |            
|                                                                            | Adjustments to reconcile net (loss) income to net
    cash provided by operating activities, net of effects of
    acquisitions  |                                                                                |                                           |             |             |             |             |             |            
|                                                                            |                                                                                                                                   | Depreciation and amortization                                                  |                                           |             | 45,447,896  |             |             |             | 19,940,144  |            
|                                                                            |                                                                                                                                   | Amortization of bond premium and financing costs                               |                                           |             | 1,997,148   |             |             |             | 2,352,691   |            
|                                                                            |                                                                                                                                   | Deferred income taxes, net                                                     |                                           |             | (4,101,266  | )           |             |             | (8,303,131  | )          
|                                                                            |                                                                                                                                   | Noncash mandatorily redeemable preferred stock
    dividends                   |                                           |             | 197,245     |             |             |             |            |            
|                                                                            |                                                                                                                                   | (Loss) gain on disposition of assets, net                                      |                                           |             | (12,894     | )           |             |             | 92,441      |            
|                                                                            |                                                                                                                                   | Non-cash portion of extinguishment of debt                                     |                                           |             | 1,100,189   |             |             |             |            |            
|                                                                            |                                                                                                                                   | Cash (used in) provided by operating activities
    of discontinued operations |                                           |             | (815,597    | )           |             |             | 26,732,129  |            
|                                                                            |                                                                                                                                   | Minority interests in income of subsidiaries                                   |                                           |             | 944,007     |             |             |             | 1,619,451   |            
|                                                                            |                                                                                                                                   | Other operating activities                                                     |                                           |             | 193,500     |             |             |             |            |            
|                                                                            | Changes in current assets and
    liabilities                                                                                    |                                                                                |                                           |             |             |             |             |             |            
|                                                                            |                                                                                                                                   | Accounts receivable                                                            |                                           |             | 18,271,148  |             |             |             | 3,804,127   |            
|                                                                            |                                                                                                                                   | Inventory                                                                      |                                           |             | (301,325    | )           |             |             | 1,409,817   |            
|                                                                            |                                                                                                                                   | Prepaid expenses and other                                                     |                                           |             | (1,832,833  | )           |             |             | (313,885    | )          
|                                                                            |                                                                                                                                   | Accounts payable                                                               |                                           |             | (20,763,619 | )           |             |             | (10,496,637 | )          
|                                                                            |                                                                                                                                   | Accrued expenses                                                               |                                           |             | (19,338,565 | )           |             |             | (5,653,157  | )          
|                                                                            |                                                                                                                                   | Deferred revenue and customer deposits                                         |                                           |             | 159,373     |             |             |             | (838        | )          
|                                                                            |                                                                                                                                   |                                                                                |                                           |             |             |             |             |            
|                                                                            |                                                                                                                                   |                                                                                | Net cash provided by operating activities |             |             | 6,019,664   |             |             |             | 41,492,781  |  
|                                                                            |                                                                                                                                   |                                                                                |                                           |             |             |             |             |            
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                                                                                                                   |                                                                                |                                           |             |             |             |             |            
|                                                                            | Capital expenditures                                                                                                              |                                                                                |                                           | (40,604,018 | )           |             |             | (16,763,252 | )          
|                                                                            | Increase in receivable-affiliates                                                                                                 |                                                                                |                                           |            |             |             |             | (208,019    | )          
|                                                                            | Receipt of funds held in escrow for contingencies
    on sold assets                                                              |                                                                                |                                           | 11,354,020  |             |             |             | 7,094,075   |            
|                                                                            | Cash used in investing activities of discontinued
    operations                                                                  |                                                                                |                                           | (140,234    | )           |             |             | (641,795    | )          
|                                                                            | Cash received from exchange of assets                                                                                             |                                                                                |                                           | 21,978,720  |             |             |             |            |            
|                                                                            | Other investing activities                                                                                                        |                                                                                |                                           | (910,539    | )           |             |             | (2,940,218  | )          
|                                                                            |                                                                                                                                   |                                                                                |                                           |             |             |             |             |            
|                                                                            |                                                                                                                                   |                                                                                | Net cash used in investing activities     |             |             | (8,322,051  | )           |             |             | (13,459,209 | )
|                                                                            |                                                                                                                                   |                                                                                |                                           |             |             |             |             |            
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                                                                                                                   |                                                                                |                                           |             |             |             |             |            
|                                                                            | Repayments and purchases of long-term debt                                                                                        |                                                                                |                                           | (62,120,000 | )           |             |             | (17,950,000 | )          
|                                                                            | Distributions to minority interest holders                                                                                        |                                                                                |                                           | (1,629,400  | )           |             |             | (1,742,748  | )          
|                                                                            | Redemption and repurchase of exchangeable
    preferred stock                                                                     |                                                                                |                                           |            |             |             |             | (36,592,475 | )          
|                                                                            | Purchase of treasury stock                                                                                                        |                                                                                |                                           |            |             |             |             | (421,379    | )          
|                                                                            | Other financing activities                                                                                                        |                                                                                |                                           | (211,170    | )           |             |             | 137,517     |            
|                                                                            |                                                                                                                                   |                                                                                |                                           |             |             |             |             |            
|                                                                            |                                                                                                                                   |                                                                                | Net cash used in financing activities     |             |             | (63,960,570 | )           |             |             | (56,569,085 | )
|                                                                            |                                                                                                                                   |                                                                                |                                           |             |             |             |             |            
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                   |                                                                                                                                   |                                                                                | (66,262,957                               | )           |             |             | (28,535,513 | )          
|CASH AND CASH EQUIVALENTS, beginning of period                              |                                                                                                                                   |                                                                                | 208,239,339                               |             |             |             | 292,053,204 |            
|                                                                            |                                                                                                                                   |                                                                                |                                           |             |             |             |             |            
|CASH AND CASH EQUIVALENTS, end of period                                    |                                                                                                                                   | $                                                                              | 141,976,382                               |             |             | $           | 263,517,691 |            
|                                                                            |                                                                                                                                   |                                                                                |                                           |             |             |             |             |            
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                          |                                                                                                                                   |                                                                                |                                           |             |             |             |             |            
|                                                                            | Cash paid for                                                                                                                    |                                                                                |                                           |             |             |             |             |             |            
|                                                                            |                                                                                                                                   | Interest                                                                       |                                           | $           | 67,130,788  |             |             | $           | 26,461,034  |            
|                                                                            |                                                                                                                                   | Income taxes                                                                   |                                           | $           | 1,526,514   |             |             | $           | 2,876,255   |            
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
    FINANCING ACTIVITIES: |                                                                                                                                   |                                                                                |                                           |             |             |             |             |            
|                                                                            | Stock dividend paid through the issuance of
    preferred stock                                                                   |                                                                                | $                                         |            |             |             | $           | 18,468,000  |            
|                                                                            | Transfer of fixed assets to affiliates                                                                                            |                                                                                | $                                         |            |             |             | $           | 227,453     |            
|                                                                            | Net property and equipment disposed through
    exchange of assets                                                                |                                                                                | $                                         | (11,956,946 | )           |             | $           |            |            
|                                                                            | Net wireless acquisition costs disposed through
    exchange of assets                                                            |                                                                                | $                                         | (41,143,732 | )           |             | $           |            |            

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

5



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)


The condensed consolidated balance sheet of
Dobson Communications Corporation (DCC) and
subsidiaries (collectively with DCC, the Company) as
of March 31, 2004, the condensed consolidated statements of
operations for the three months ended March 31, 2004 and
2003, the condensed consolidated statement of stockholders
equity for the three months ended March 31, 2004 and the
condensed consolidated statements of cash flows for the three
months ended March 31, 2004 and 2003 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 consolidated balance sheet at
December 31, 2003 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, 2003 consolidated financial
statements included in the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2003.



|   |             
|-- | ------------
|1. | Organization

The Company, through its predecessors, was
organized in 1936 as Dobson Telephone Company and adopted its
current organizational structure in 2000. The Company is a
provider of rural and suburban wireless telephone services in
portions of Alaska, Arizona, Illinois, Kentucky, Kansas,
Maryland, Michigan, Minnesota, Missouri, New York, Ohio,
Oklahoma, Pennsylvania, Texas, West Virginia and Wisconsin.

The Company operates in one business segment
pursuant to Statement of Financial Accounting Standards
(SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information.



|   |                         
|-- | ------------------------
|2. | Stock-Based Compensation

The Company accounts for its stock option plans
under APB Opinion 25, Accounting for Stock Issued to
Employees, under which no compensation cost is recognized.
The following schedule shows the Companys net (loss)
income and net (loss) income per share for the three months
ended March 31, 2004 and March 31, 2003, had
compensation expense been determined consistent with the
SFAS No. 123, Accounting for Stock-Based
Compensation. The pro forma information presented below is
based on several assumptions and should not be viewed as
indicative of the Company in future periods.

|                                                                                  |                                                |                         |   |              |   |  |   |        |  
|--------------------------------------------------------------------------------- | ---------------------------------------------- | ----------------------- | - | ------------ | - |  | - | ------ | -
|                                                                                  |                                                | Three Months            |   | Three Months
|                                                                                  |                                                | Ended                   |   | Ended       
|                                                                                  |                                                | March 31,               |   | March 31,   
|                                                                                  |                                                | 2004                    |   | 2003        
|                                                                                  |                                                |                         |   |             
|                                                                                  |                                                |                        
|                                                                                  |                                                | ($ in thousands, except
|                                                                                  |                                                | for per share amounts) 
|Net (loss) income applicable to common
    stockholders:                          |                                                |                         |   |              |   |  |   |       
|                                                                                  | As reported                                    |                         | $ | (16,541      | ) |  | $ | 18,131 |  
|                                                                                  | Pro forma stock-based compensation, net of tax |                         |   | (3,756       | ) |  |   | (1,785 | )
|                                                                                  |                                                |                         |   |              |   |  |   |       
|                                                                                  | Pro forma                                      |                         | $ | (20,297      | ) |  | $ | 16,346 |  
|                                                                                  |                                                |                         |   |              |   |  |   |       
|Basic net (loss) income applicable to common
    stockholders per common share:   |                                                |                         |   |              |   |  |   |       
|                                                                                  | As reported                                    |                         | $ | (0.12        | ) |  | $ | 0.20   |  
|                                                                                  | Pro forma                                      |                         | $ | (0.15        | ) |  | $ | 0.18   |  
|Diluted net (loss) income applicable to common
    stockholders per common share: |                                                |                         |   |              |   |  |   |       
|                                                                                  | As reported                                    |                         | $ | (0.12        | ) |  | $ | 0.20   |  
|                                                                                  | Pro forma                                      |                         | $ | (0.15        | ) |  | $ | 0.18   |  

6



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|   |                        
|-- | -----------------------
|3. | Discontinued Operations

On February 17, 2004, the Company
transferred its ownership in Maryland RSA 2 wireless
property to Cingular Wireless in exchange for Cingular
Wireless ownership in Michigan RSA 5 wireless
property, $22.0 million in cash and its one-percent
ownership interest in Texas RSA 2 and Oklahoma RSAs 5
and 7. The Company is the majority owner of these three
markets. The Maryland RSA 2 property had a total population
of approximately 470,700, including the cities of Ocean City,
Salisbury, Easton and Cambridge. The Michigan RSA 5
property covers a population of approximately 169,400, including
the cities of Cadillac, Manistee, and Ludington. The Company has
reclassified its historical financial statements to reflect the
operation of the Maryland RSA 2 property as a discontinued
operation.

On June 17, 2003, the Company exchanged its
California properties with AT&T Wireless, as described
below. The Companys historical financial statements have
been reclassified to reflect the exchange of these properties
with AT&T Wireless and the exchange with Cingular Wireless
described above, as discontinued operations in the consolidated
financial statements.

The Companys condensed consolidated
financial statements have been reclassified for all periods
presented to reflect the operations, assets and liabilities of
the markets being sold as discontinued operations. The assets
and liabilities of such operations have been classified as
Assets of discontinued operations and
Liabilities of discontinued operations,
respectively, on December 31, 2003 condensed consolidated
balance sheets and consist of the following:

|                                        |                                              |                  |        |        | 
|--------------------------------------- | -------------------------------------------- | ---------------- | ------ | ------ | 
|                                        |                                              | December 31,    
|                                        |                                              | 2003            
|                                        |                                              |                 
|                                        |                                              | ($ in thousands)
|Current assets                          |                                              | $                | 2,637  |       
|Property, plant and equipment, net      |                                              |                  | 19,606 |       
|Wireless license acquisition costs, net |                                              |                  | 47,790 |       
|Other assets                            |                                              |                  | 10     |       
|                                        |                                              |                  |        |       
|                                        | Total assets of discontinued operations      |                  | $      | 70,043 | 
|                                        |                                              |                  |        |       
|Current liabilities                     |                                              | $                | 2,654  |       
|Accrued loss on discontinued operations |                                              |                  | 19,100 |       
|Deferred tax liabilities                |                                              |                  | 6,069  |       
|                                        |                                              |                  |        |       
|                                        | Total liabilities of discontinued operations |                  | $      | 27,823 | 
|                                        |                                              |                  |        |       

The net income from discontinued operations was
classified on the condensed consolidated statement of operations
as Income from discontinued operations. Summarized
results of discontinued operations are as follows:

|                                    |  |                    |       |                    |  |   |        |  
|----------------------------------- |  | ------------------ | ----- | ------------------ |  | - | ------ | -
|                                    |  | For the            |       | For the           
|                                    |  | Three Months Ended |       | Three Months Ended
|                                    |  | March 31,          |       | March 31,         
|                                    |  | 2004               |       | 2003              
|                                    |  |                    |       |                   
|                                    |  |                   
|                                    |  | ($ in thousands)  
|Operating revenue                   |  | $                  | 3,556 |                    |  | $ | 26,052 |  
|Income before income taxes          |  |                    | 714   |                    |  |   | 7,640  |  
|Income tax provision                |  |                    | (271  | )                  |  |   | (2,903 | )
|Income from discontinued operations |  |                    | 443   |                    |  |   | 4,737  |  

The long-term debt of the Company is at the
consolidated level and is not reflected by each individual
market. Thus, the Company has allocated a portion of interest
expense to the discontinued operations to

7



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

properly reflect the interest that was incurred
to finance the operations for these markets. The interest
expense allocated to these operations was $2.0 million for
the three months ended March 31, 2003.



|   |                                               
|-- | ----------------------------------------------
|4. | Investment in Unconsolidated Joint
    Venture

Through August 18, 2003, the Company owned a
50% interest in a joint venture that owned American Cellular
Corporation (American Cellular). This investment was
accounted for on the equity method of accounting. Beginning on
June 30, 2002 and continuing through August 2003, American
Cellular failed to comply with a financial covenant in its
senior credit facility, which required that American Cellular
not exceed a certain total debt leverage ratio. Due to factors
and circumstances impacting American Cellular, American Cellular
concluded that it was necessary to re-evaluate its carrying
value of its goodwill and indefinite life intangible assets in
accordance with SFAS No. 142, Goodwill and Other
Intangible Assets. Based on re-evaluations, American
Cellular concluded that there was an impairment of its goodwill
at June 30, 2002 and December 31, 2002. As a result,
American Cellular recognized an impairment loss totaling
$377.0 million at June 30, 2002, and an additional
impairment loss of $423.9 million at December 31,
2002. After recognizing its 50% interest of the impairment loss
at June 30, 2002, the Companys investment in the
joint venture was written down to zero. Therefore, American
Cellulars additional impairment loss of
$423.9 million at December 31, 2002 did not impact the
Companys results of operations or financial condition. The
Company did not guarantee any of American Cellulars
obligations.

The following is a summary of the significant
financial information for the joint venture and its subsidiary,
American Cellular, for the three months ended March 31,
2003:

|                                |  |                    |         |  
|------------------------------- |  | ------------------ | ------- | -
|                                |  | For the           
|                                |  | Three Months Ended
|                                |  | March 31,         
|                                |  | 2003              
|                                |  |                   
|                                |  | ($ in thousands)  
|Operating revenue               |  | $                  | 106,490 |  
|Operating income                |  |                    | 26,923  |  
|Loss from continuing operations |  |                    | (2,406  | )
|Dividends                       |  |                    | (1,254  | )
|Net loss applicable to members  |  |                    | (3,660  | )



|   |                      
|-- | ---------------------
|5. | Business Combinations

On August 8, 2003, American Cellular, a
50%-owned, indirect subsidiary of the Company, and ACC Escrow
Corp., a newly formed, wholly-owned, indirect subsidiary of the
Company, completed the offering of $900.0 million aggregate
principal amount of 10% senior notes due 2011. The senior
notes were issued at par by ACC Escrow Corp. ACC Escrow Corp.
was then merged into American Cellular as part of the American
Cellular restructuring described below, and American Cellular
assumed ACC Escrow Corp.s obligations under these senior
notes. The net proceeds from the offering were used to fully
repay American Cellulars existing bank credit facility and
to pay expenses of the restructuring. DCC is not a guarantor of
these senior notes. All material subsidiaries of American
Cellular are the guarantors of these senior notes.

On August 19, 2003, the Company and American
Cellular completed an exchange offer for American
Cellulars existing 9.5% senior subordinated notes due
2009 (the existing notes). This exchange offer
resulted in the restructuring of American Cellulars
indebtedness and equity ownership. As part of the American
Cellular restructuring, holders of $681.9 million of the
$700.0 million principal amount of outstanding notes
tendered their notes. In exchange for the tendered notes, the
old noteholders received from the Company 43.9 million
shares of the Companys Class A common stock,
681,900 shares of the Companys Series F
convertible preferred stock with an aggregate liquidation
preference of $121.8 million, convertible

8



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

into a maximum of 13.9 million shares of the
Companys Class A common stock, and $48.7 million
in cash. The Company also issued an additional 4,301 shares
of its Series F convertible preferred stock and
276,848 shares of its Class A common stock in payment
of certain fees. Upon consummation of the restructuring,
American Cellular became a wholly-owned subsidiary of the
Company. Therefore, American Cellulars assets, liabilities
and results of operations have been included in the accompanying
condensed consolidated financials from the date of acquisition.

The calculation of the purchase price of American
Cellular (including fees paid in conjunction with the
restructuring of American Cellular) and the allocation of the
acquired assets and assumed liabilities for American Cellular
are as follows:

|                                                              |                                                               |                                             |                                               |       |       |         | 
|------------------------------------------------------------- | ------------------------------------------------------------- | ------------------------------------------- | --------------------------------------------- | ----- | ----- | ------- | 
|                                                              |                                                               | (In millions, except                       
|                                                              |                                                               | share price)                               
|Calculation and preliminary allocation of
    purchase price: |                                                               |                                             |                                               |      
|                                                              | Shares of DCC common stock issued                             |                                             |                                               | 44.2  |      
|                                                              | DCC stock price at acquisition                                |                                             | $                                             | 6.84  |      
|                                                              |                                                               |                                             |                                               |      
|                                                              | Fair value of common stock issued                             |                                             | $                                             | 302.0 |      
|                                                              | Plus fair value of DCC convertible preferred
    stock issued |                                             |                                               | 122.5 |      
|                                                              | Plus cash paid to American Cellular noteholders               |                                             |                                               | 50.0  |      
|                                                              |                                                               |                                             |                                               |      
|                                                              |                                                               |                                             | Total purchase price                          |       |       | 474.5   | 
|                                                              | Plus fair value of liabilities assumed by DCC:                |                                             |                                               |       |      
|                                                              |                                                               | Current liabilities                         |                                               |       | 73.7  |        
|                                                              |                                                               | Long-term debt                              |                                               |       | 912.6 |        
|                                                              |                                                               | Other non-current liabilities               |                                               |       | 1.8   |        
|                                                              |                                                               | Deferred income taxes                       |                                               |       | 168.0 |        
|                                                              |                                                               |                                             |                                               |      
|                                                              |                                                               |                                             | Total purchase price plus liabilities assumed |       | $     | 1,630.6 | 
|                                                              |                                                               |                                             |                                               |      
|                                                              | Fair value of assets acquired by DCC:                         |                                             |                                               |       |      
|                                                              |                                                               | Current assets                              |                                               |       | 104.8 |        
|                                                              |                                                               | Property, plant and equipment               |                                               |       | 186.5 |        
|                                                              |                                                               | Wireless licenses                           |                                               |       | 669.2 |        
|                                                              |                                                               | Customer lists                              |                                               |       | 80.0  |        
|                                                              |                                                               | Deferred financing costs                    |                                               |       | 18.8  |        
|                                                              |                                                               | Other non-current assets                    |                                               |       | 0.6   |        
|                                                              |                                                               | Goodwill (none deductible for income taxes) |                                               |       | 570.7 |        
|                                                              |                                                               |                                             |                                               |      
|                                                              |                                                               |                                             | Total fair value of assets acquired           |       | $     | 1,630.6 | 
|                                                              |                                                               |                                             |                                               |      

The Company acquired the remaining equity
interest in American Cellular to continue the Companys
strategy of owning rural and suburban wireless telecommunication
service areas. As a result of the acquisition, the Company
increased the number of service areas in which it is licensed to
offer services and increased the number of its subscribers. The
Company previously managed the operations of American Cellular
under an arrangement with its joint venture partner.

Prior to the restructuring, American Cellular had
net operating loss, or NOL, carryforwards of approximately
$320.0 million. The restructuring transactions resulted in
the reduction of approximately $200.0 million of those NOL
carryforwards. After the restructuring, approximately
$120.0 million of NOL carryforwards remain available to
American Cellular. However, the restructuring also resulted in
an ownership

9



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

change within the meaning of the Internal Revenue
Code Section 382 and the regulations thereunder. This
ownership change limits the amount of previously generated NOL
carryforwards that American Cellular can utilize to offset
future taxable income on an annual basis. American Cellular has
reviewed the need for a valuation allowance against these NOL
carryforwards. Based on a review of taxable income, history and
trends, forecasted taxable income, expiration of carryforwards
and limitations on the annual use of the carryforwards, American
Cellular has not provided a valuation allowance for the NOL
carryforwards because management believes that it is more likely
than not that all of the NOL carryforwards of American Cellular
will be realized prior to their expiration.

On June 17, 2003, the Company transferred
its two remaining wireless properties in California to AT&T
Wireless in exchange for AT&T Wireless two wireless
properties in Alaska, and all of the outstanding shares of the
Companys Series AA preferred stock that AT&T
Wireless previously held which the Company then cancelled.

The cost of the acquired Alaska assets was
$126.0 million. The Alaska assets, liabilities and results
of operations have been included in the accompanying condensed
consolidated financials from the date of acquisition. The
Company has reclassified its financial statements to reflect the
operations of its California properties as discontinued
operations. See Note 3 above.

On February 17, 2004, the Company
transferred its ownership in Maryland RSA 2 wireless
property to Cingular Wireless in exchange for Cingular
Wireless ownership in Michigan RSA 5. The Company is
accounting for the exchange as a sale of Maryland RSA 2 and
a purchase of Michigan RSA 5. The Maryland RSA 2
property has a total population of approximately 470,700,
including the cities of Ocean City, Salisbury, Easton and
Cambridge. The Michigan RSA 5 property covers a population
of approximately 169,400, including the cities of Cadillac,
Manistee, and Ludington. The exchange resulted in a net loss of
approximately 15,500 subscribers for the Company. As part
of the transaction, Cingular Wireless paid the Company
$22.0 million in cash and transferred its one-percent
ownership interest in Texas RSA 2 and Oklahoma RSAs 5
and 7 to the Company. The Company is the majority owner of
these three markets.

The above business combinations are accounted for
as purchases. Accordingly, the related statements of financial
position and results of operations have been included in the
accompanying condensed consolidated statements of operations
from the date of acquisition. The unaudited pro forma
information set forth below includes all business combinations
that occurred during 2004 and 2003, as if the combinations
occurred at the beginning of the period 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:

|                                                        |  |                    |         |      |  |   |         | 
|------------------------------------------------------- |  | ------------------ | ------- | ---- |  | - | ------- | 
|                                                        |  |                   
|                                                        |  | For the           
|                                                        |  | Three Months Ended
|                                                        |  | March 31,         
|                                                        |  |                   
|                                                        |  | 2004               |         | 2003
|                                                        |  |                    |         |     
|                                                        |  |                   
|                                                        |  | ($ in thousands)  
|Operating revenue                                       |  | $                  | 235,404 |      |  | $ | 260,505 | 
|(Loss) income from continuing operations                |  |                    | (15,097 | )    |  |   | 13,215  | 
|Net (loss) income                                       |  |                    | (14,655 | )    |  |   | 17,952  | 
|Net (loss) income applicable to common
    stockholders |  |                    | (16,513 | )    |  |   | 19,783  | 

On December 23, 2003, the Company entered
into a definitive agreement to acquire the assets of NPI for
approximately $28.0 million. NPI owns PCS licenses covering
a total population of 1.2 million. Its GSM network
currently covers a total population of 1.0 million in
northern Michigan. NPI has approximately 35,000 subscribers.
This transaction is expected to close in the second quarter of
2004 and is subject to regulatory approvals and other customary
closing conditions.

10



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|   |                              
|-- | -----------------------------
|6. | Property, Plant and Equipment

Property, plant and equipment are recorded at
cost. Newly constructed wireless systems are added to property,
plant and equipment at cost, which includes contracted services,
direct labor, materials and overhead. Existing property, plant
and equipment purchased through acquisitions is recorded at its
fair value at the date of the purchase. Repairs, minor
replacements and maintenance are charged to operations as
incurred. The provisions for depreciation are provided using the
straight-line method based on the estimated useful lives of the
various classes of depreciable property. Depreciation expense
for the three months ended March 31, 2004 and 2003 totaled
$39.4 million and $16.6 million. Listed below are the
gross property, plant and equipment amounts and the related
accumulated depreciation for the periods described.

|                                    |  |                  |          |              |  |   |          |  
|----------------------------------- |  | ---------------- | -------- | ------------ |  | - | -------- | -
|                                    |  | March 31,        |          | December 31,
|                                    |  | 2004             |          | 2003        
|                                    |  |                  |          |             
|                                    |  |                 
|                                    |  | ($ in thousands)
|Gross property, plant and equipment |  | $                | 866,801  |              |  | $ | 819,464  |  
|Accumulated depreciation            |  |                  | (321,946 | )            |  |   | (282,830 | )
|                                    |  |                  |          |              |  |   |          |  
|Property, plant and equipment, net  |  | $                | 544,855  |              |  | $ | 536,634  |  
|                                    |  |                  |          |              |  |   |          |  



|   |               
|-- | --------------
|7. | Long-Term Debt

The Companys long-term debt consisted of
the following:

|                                          |                      |                  |         |              |  |   |         |           | 
|----------------------------------------- | -------------------- | ---------------- | ------- | ------------ |  | - | ------- | --------- | 
|                                          |                      | March 31,        |         | December 31,
|                                          |                      | 2004             |         | 2003        
|                                          |                      |                  |         |             
|                                          |                      |                 
|                                          |                      | ($ in thousands)
|Credit facilities                         |                      | $                | 547,250 |              |  | $ | 548,625 |          
|Dobson/ Sygnet senior notes               |                      |                  |        |              |  |   | 5,245   |          
|10.875% DCC senior notes, net of discount |                      |                  | 298,504 |              |  |   | 298,443 |          
|8.875% DCC senior notes                   |                      |                  | 594,500 |              |  |   | 650,000 |          
|10.0% American Cellular senior notes      |                      |                  | 900,000 |              |  |   | 900,000 |          
|Other notes payable, net                  |                      |                  | 13,086  |              |  |   | 12,871  |          
|                                          |                      |                  |         |              |  |   |         |          
|                                          | Total debt           |                  |         | 2,353,340    |  |   |         | 2,415,184 | 
|Less  Current maturities                 |                      |                  | 5,500   |              |  |   | 5,500   |          
|                                          |                      |                  |         |              |  |   |         |          
|                                          | Total long-term debt |                  | $       | 2,347,840    |  |   | $       | 2,409,684 | 
|                                          |                      |                  |         |              |  |   |         |          

On May 7, 2004 certain financial covenants
in the Dobson Cellular Systems, Inc. (DCS) credit
facility were amended in a manner that is expected to increase
the Companys operating flexibility under the credit
facility. Distributions of excess cash flow by DCS to DCC will
be restricted unless DCCs leverage ratio is less than
certain levels as specified in the amendment to the credit
facility.



| |                            
| | ---------------------------
| | Dobson/ Sygnet Senior Notes

The Companys former subsidiary, Dobson/
Sygnet Communications Company (Dobson/ Sygnet), had
outstanding $200.0 million aggregate principal amount of
senior notes. On September 30, 2002, the Company purchased
$11.5 million principal amount of these senior notes for
$8.9 million and the Company recognized a gain from
extinguishment of debt of $2.2 million after the write off
of related deferred financing costs. On October 24, 2003,
the Company purchased an additional $183.3 million
principal amount of these senior notes for $205.5 million
and the Company recognized a loss from extinguishment of debt of
$20.3 million due to the premium paid and the write off of
related deferred financing costs. On a consolidated basis at
December 31, 2003, the outstanding Dobson/Sygnet senior
notes had an outstanding principal balance totaling
$5.2 million.

11



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

During the three months ended March 31,
2004, the Company redeemed the remaining $5.2 million of
these senior notes and the Company recognized a loss from
extinguishment of debt of $0.3 million due to the premium
paid and the write off of related deferred financing costs.
Dobson/ Sygnet was merged into the Companys wholly owned
subsidiary, DCS on October 23, 2003.



| |                 
| | ----------------
| | DCC Senior Notes

On September 26, 2003, the Company completed
its offering of $650 million aggregate principal amount of
8.875% senior notes due 2013. The net proceeds from the
offering, together with borrowings under a new $700 million
credit facility that was obtained by the Companys
wholly-owned subsidiary, DCS, in October 2003, were used to
refinance and replace the existing credit facilities of the
Companys subsidiaries, to fund the repurchase of
$183.3 million principal amount of Dobson/ Sygnets
senior notes, to fund the repurchase of 246,967 shares of
the Companys 12.25% senior exchangeable preferred
stock having an aggregate liquidation preference of
$248.3 million, and for general corporate purposes.
American Cellular is an unrestricted subsidiary for purposes of
the Companys 8.875% senior notes. The
8.875% senior notes contain restrictive covenants that,
among other things, limit the ability of the Company to incur
additional indebtedness, pay dividends or distributions on
equity, purchase or redeem junior securities and make certain
investments, place restrictions on distributions and other
payments from restricted subsidiaries, sell assets, create or
incur liens, merge or consolidate with or transfer substantial
assets to another entity, engage in transactions with affiliates
or engage in any business other than permitted businesses.
During the first quarter of 2004, the Company purchased
$55.5 million principal amount of its 8.875% senior
notes for the purchase price of $48.3 million, excluding
accrued interest. The Companys first quarter 2004 gain
from extinguishment of debt related to these senior notes, net
of deferred financing costs, was $6.1 million.

12



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Set forth below are condensed consolidating
financial statements of Dobson Communications Corporation as of
March 31, 2004 and for the three months ended
March 31, 2004. These financials include DCS, the borrower
under the DCS credit facility, and American Cellular from the
date of acquisition through March 31, 2004.

CONDENSED CONSOLIDATING BALANCE
SHEET

As of March 31, 2004


|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |   |           |           |           |   |            |            |            |         |           |           |           | 
|---------------------------------------- | ------------------------------------------------------- | -------------------------- | ------------------------------------------ | --------- | --------- | --------- | ------- | ------------ | --------- | ------------ | - | --------- | --------- | --------- | - | ---------- | ---------- | ---------- | ------- | --------- | --------- | --------- | 
|                                         |                                                         |                            |                                            | American  |           |           |         |              |           |             
|                                         |                                                         | DCS                        |                                            | Cellular  |           | Parent    |         | Eliminations |           | Consolidated
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |             
|                                         |                                                         |                           
|                                         |                                                         | ($ in thousands)          
|                                         |                                                         | (Unaudited)               
|ASSETS                                  
|CURRENT ASSETS:                          |                                                         |                            |                                            |           |           |           |         |              |           |              |   |           |           |           |   |            |            |            |         |          
|                                         | Cash and cash equivalents                               |                            | $                                          | 56,665    |           |           | $       | 19,774       |           |              | $ | 65,537    |           |           | $ |           |            |            | $       | 141,976   |          
|                                         | Restricted cash and investments                         |                            |                                            | 100       |           |           |         |             |           |              |   |          |           |           |   |           |            |            |         | 100       |          
|                                         | Accounts receivable                                     |                            |                                            | 49,211    |           |           |         | 30,086       |           |              |   |          |           |           |   |           |            |            |         | 79,297    |          
|                                         | Inventory                                               |                            |                                            | 8,661     |           |           |         | 4,139        |           |              |   |          |           |           |   |           |            |            |         | 12,800    |          
|                                         | Prepaid expenses and other                              |                            |                                            | 18,518    |           |           |         | 8,872        |           |              |   | 5         |           |           |   |           |            |            |         | 27,395    |          
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |   |           |           |           |   |            |            |            |         |          
|                                         |                                                         | Total current assets       |                                            |           | 133,155   |           |         |              | 62,871    |              |   |           | 65,542    |           |   |            |           |            |         |           | 261,568   |          
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |   |           |           |           |   |            |            |            |         |          
|PROPERTY, PLANT AND EQUIPMENT, net       |                                                         |                            | 340,630                                    |           |           |           | 204,225 |              |           |              |  |           |           |           |  |            |            |            | 544,855 |          
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |   |           |           |           |   |            |            |            |         |          
|OTHER ASSETS:                            |                                                         |                            |                                            |           |           |           |         |              |           |              |   |           |           |           |   |            |            |            |         |          
|                                         | Net intercompany (payable) receivable                   |                            |                                            | (49,170   | )         |           |         | 398          |           |              |   | 48,772    |           |           |   |           |            |            |         |          |          
|                                         | Restricted assets                                       |                            |                                            | 525       |           |           |         |             |           |              |   |          |           |           |   |           |            |            |         | 525       |          
|                                         | Goodwill                                                |                            |                                            | 31,784    |           |           |         | 570,708      |           |              |   | 1,142     |           |           |   |           |            |            |         | 603,634   |          
|                                         | Wireless license acquisition costs                      |                            |                                            | 1,081,160 |           |           |         | 669,169      |           |              |   | 14,099    |           |           |   |           |            |            |         | 1,764,428 |          
|                                         | Deferred financing costs, net                           |                            |                                            | 14,042    |           |           |         | 17,505       |           |              |   | 17,279    |           |           |   |           |            |            |         | 48,826    |          
|                                         | Other intangibles, net                                  |                            |                                            | 22,601    |           |           |         | 71,253       |           |              |   |          |           |           |   |           |            |            |         | 93,854    |          
|                                         | Other non-current assets                                |                            |                                            | 8,804     |           |           |         | 633          |           |              |   | 1,624,345 |           |           |   | (1,624,353 | )          |            |         | 9,429     |          
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |   |           |           |           |   |            |            |            |         |          
|                                         |                                                         | Total other assets         |                                            |           | 1,109,746 |           |         |              | 1,329,666 |              |   |           | 1,705,637 |           |   |            | (1,624,353 | )          |         |           | 2,520,696 |          
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |   |           |           |           |   |            |            |            |         |          
|                                         |                                                         |                            | Total assets                               |           | $         | 1,583,531 |         |              | $         | 1,596,762    |   |           | $         | 1,771,179 |   |            | $          | (1,624,353 | )       |           | $         | 3,327,119 | 
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |   |           |           |           |   |            |            |            |         |          
|                                        
|LIABILITIES AND STOCKHOLDERS
    EQUITY
|CURRENT LIABILITIES:                     |                                                         |                            |                                            |           |           |           |         |              |           |              |   |           |           |           |   |            |            |            |         |          
|                                         | Accounts payable                                        |                            |                                            | 62,109    |           |           |         | 21,568       |           |              |   |          |           |           |   |           |            |            |         | 83,677    |          
|                                         | Accrued expenses                                        |                            |                                            | 16,230    |           |           |         | 11,806       |           |              |   | 1,314     |           |           |   |           |            |            |         | 29,350    |          
|                                         | Accrued interest                                        |                            |                                            | 3,845     |           |           |         | 19,174       |           |              |   | 35,440    |           |           |   |           |            |            |         | 58,459    |          
|                                         | Deferred revenue and customer deposits                  |                            |                                            | 14,889    |           |           |         | 12,218       |           |              |   |          |           |           |   |           |            |            |         | 27,107    |          
|                                         | Current portion of long-term debt                       |                            |                                            | 5,500     |           |           |         |             |           |              |   |          |           |           |   |           |            |            |         | 5,500     |          
|                                         | Accrued dividends payable                               |                            |                                            |          |           |           |         |             |           |              |   | 10,371    |           |           |   |           |            |            |         | 10,371    |          
|                                         | Current portion of obligations under capital
    leases |                            |                                            | 671       |           |           |         |             |           |              |   |          |           |           |   |           |            |            |         | 671       |          
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |   |           |           |           |   |            |            |            |         |          
|                                         |                                                         | Total current liabilities  |                                            |           | 103,244   |           |         |              | 64,766    |              |   |           | 47,125    |           |   |            |           |            |         |           | 215,135   |          
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |   |           |           |           |   |            |            |            |         |          
|OTHER LIABILITIES:                       |                                                         |                            |                                            |           |           |           |         |              |           |              |   |           |           |           |   |            |            |            |         |          
|                                         | Long-term debt, net of current portion                  |                            |                                            | 541,750   |           |           |         | 913,066      |           |              |   | 893,024   |           |           |   |           |            |            |         | 2,347,840 |          
|                                         | Deferred tax liabilities                                |                            |                                            | 140,268   |           |           |         | 164,485      |           |              |   | 91,822    |           |           |   | (117,928   | )          |            |         | 278,647   |          
|                                         | Senior exchangeable preferred stock, net                |                            |                                            |          |           |           |         |             |           |              |   | 253,548   |           |           |   |           |            |            |         | 253,548   |          
|                                         | Other non-current liabilities                           |                            |                                            | 5,635     |           |           |         | 6,511        |           |              |   |          |           |           |   |           |            |            |         | 12,146    |          
|                                         | Series F convertible preferred stock                    |                            |                                            |          |           |           |         |             |           |              |   | 122,536   |           |           |   |           |            |            |         | 122,536   |          
|STOCKHOLDERS EQUITY:                    |                                                         |                            |                                            |           |           |           |         |              |           |              |   |           |           |           |   |            |            |            |         |          
|                                         |                                                         | Total stockholders equity |                                            |           | 792,634   |           |         |              | 447,934   |              |   |           | 363,124   |           |   |            | (1,506,425 | )          |         |           | 97,267    |          
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |   |           |           |           |   |            |            |            |         |          
|                                         |                                                         |                            | Total liabilities and stockholders equity |           | $         | 1,583,531 |         |              | $         | 1,596,762    |   |           | $         | 1,771,179 |   |            | $          | (1,624,353 | )       |           | $         | 3,327,119 | 
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |   |           |           |           |   |            |            |            |         |          

13



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

For the Three Months Ended March 31,
2004


|                                                                                       |                                                                    |                          |        |          |         |        |         |              |        |              |         |         |   |   |   |        |        |   |         |         |         | 
|-------------------------------------------------------------------------------------- | ------------------------------------------------------------------ | ------------------------ | ------ | -------- | ------- | ------ | ------- | ------------ | ------ | ------------ | ------- | ------- | - | - | - | ------ | ------ | - | ------- | ------- | ------- | 
|                                                                                       |                                                                    |                          |        | American |         |        |         |              |        |             
|                                                                                       |                                                                    | DCS                      |        | Cellular |         | Parent |         | Eliminations |        | Consolidated
|                                                                                       |                                                                    |                          |        |          |         |        |         |              |        |             
|                                                                                       |                                                                    |                         
|                                                                                       |                                                                    | ($ in thousands)        
|                                                                                       |                                                                    | (Unaudited)             
|OPERATING REVENUE:                                                                     |                                                                    |                          |        |          |         |        |         |              |        |              |         |         |   |   |   |        |        |   |         |        
|                                                                                       | Service revenue                                                    |                          | $      | 104,327  |         |        | $       | 77,372       |        |              | $       |        |   |   | $ |       |        |   | $       | 181,699 |        
|                                                                                       | Roaming revenue                                                    |                          |        | 23,962   |         |        |         | 18,113       |        |              |         |        |   |   |   |       |        |   |         | 42,075  |        
|                                                                                       | Equipment and other revenue                                        |                          |        | 7,330    |         |        |         | 4,424        |        |              |         |        |   |   |   | (1,737 | )      |   |         | 10,017  |        
|                                                                                       |                                                                    |                          |        |          |         |        |         |              |        |              |         |         |   |   |   |        |        |   |         |        
|                                                                                       |                                                                    | Total operating revenue  |        |          | 135,619 |        |         |              | 99,909 |              |         |         |  |   |   |        | (1,737 | ) |         |         | 233,791 | 
|                                                                                       |                                                                    |                          |        |          |         |        |         |              |        |              |         |         |   |   |   |        |        |   |         |        
|OPERATING EXPENSES:                                                                    |                                                                    |                          |        |          |         |        |         |              |        |              |         |         |   |   |   |        |        |   |         |        
|                                                                                       | Cost of service (exclusive of items shown
    separately below)    |                          |        | 32,218   |         |        |         | 22,148       |        |              |         |        |   |   |   | (180   | )      |   |         | 54,186  |        
|                                                                                       | Cost of equipment                                                  |                          |        | 13,410   |         |        |         | 10,124       |        |              |         |        |   |   |   |       |        |   |         | 23,534  |        
|                                                                                       | Marketing and selling                                              |                          |        | 15,947   |         |        |         | 13,215       |        |              |         |        |   |   |   |       |        |   |         | 29,162  |        
|                                                                                       | General and administrative                                         |                          |        | 23,284   |         |        |         | 22,044       |        |              |         | 5       |   |   |   | (1,557 | )      |   |         | 43,776  |        
|                                                                                       | Depreciation and amortization                                      |                          |        | 25,217   |         |        |         | 20,231       |        |              |         |        |   |   |   |       |        |   |         | 45,448  |        
|                                                                                       |                                                                    |                          |        |          |         |        |         |              |        |              |         |         |   |   |   |        |        |   |         |        
|                                                                                       |                                                                    | Total operating expenses |        |          | 110,076 |        |         |              | 87,762 |              |         |         | 5 |   |   |        | (1,737 | ) |         |         | 196,106 | 
|                                                                                       |                                                                    |                          |        |          |         |        |         |              |        |              |         |         |   |   |   |        |        |   |         |        
|OPERATING INCOME (LOSS)                                                                |                                                                    |                          | 25,543 |          |         |        | 12,147  |              |        |              | (5      | )       |   |   |  |        |        |   | 37,685  |        
|                                                                                       |                                                                    |                          |        |          |         |        |         |              |        |              |         |         |   |   |   |        |        |   |         |        
|OTHER (EXPENSE) INCOME:                                                                |                                                                    |                          |        |          |         |        |         |              |        |              |         |         |   |   |   |        |        |   |         |        
|                                                                                       | Interest expense                                                   |                          |        | (9,216   | )       |        |         | (23,675      | )      |              |         | (23,961 | ) |   |   | 2,614  |        |   |         | (54,238 | )      
|                                                                                       | (Loss) gain from extinguishment of debt                            |                          |        | (349     | )       |        |         |             |        |              |         | 6,088   |   |   |   |       |        |   |         | 5,739   |        
|                                                                                       | Dividends on mandatory redeemable preferred stock                  |                          |        |         |         |        |         |             |        |              |         | (8,618  | ) |   |   |       |        |   |         | (8,618  | )      
|                                                                                       | Other income (expense), net                                        |                          |        | 2,444    |         |        |         | (350         | )      |              |         | 1,797   |   |   |   | (2,614 | )      |   |         | 1,277   |        
|                                                                                       |                                                                    |                          |        |          |         |        |         |              |        |              |         |         |   |   |   |        |        |   |         |        
|INCOME (LOSS) BEFORE MINORITY INTERESTS IN
    INCOME OF SUBSIDIARIES AND INCOME TAXES |                                                                    |                          | 18,422 |          |         |        | (11,878 | )            |        |              | (24,699 | )       |   |   |  |        |        |   | (18,155 | )      
|MINORITY INTERESTS IN INCOME OF SUBSIDIARIES                                           |                                                                    |                          | (944   | )        |         |        |        |              |        |              |        |         |   |   |  |        |        |   | (944    | )      
|                                                                                       |                                                                    |                          |        |          |         |        |         |              |        |              |         |         |   |   |   |        |        |   |         |        
|INCOME (LOSS) BEFORE INCOME TAXES                                                      |                                                                    |                          | 17,478 |          |         |        | (11,878 | )            |        |              | (24,699 | )       |   |   |  |        |        |   | (19,099 | )      
|                                                                                       | Income tax (expense) benefit                                       |                          |        | (6,642   | )       |        |         | 4,513        |        |              |         | 6,103   |   |   |   |       |        |   |         | 3,974   |        
|                                                                                       |                                                                    |                          |        |          |         |        |         |              |        |              |         |         |   |   |   |        |        |   |         |        
|INCOME (LOSS) FROM CONTINUING OPERATIONS                                               |                                                                    |                          | 10,836 |          |         |        | (7,365  | )            |        |              | (18,596 | )       |   |   |  |        |        |   | (15,125 | )      
|                                                                                       | Income from discontinued operations, net of
    income tax expense |                          |        | 443      |         |        |         |             |        |              |         |        |   |   |   |       |        |   |         | 443     |        
|                                                                                       |                                                                    |                          |        |          |         |        |         |              |        |              |         |         |   |   |   |        |        |   |         |        
|NET INCOME (LOSS)                                                                      |                                                                    |                          | 11,279 |          |         |        | (7,365  | )            |        |              | (18,596 | )       |   |   |  |        |        |   | (14,682 | )      
|                                                                                       | Dividends on preferred stock                                       |                          |        |         |         |        |         |             |        |              |         | (1,859  | ) |   |   |       |        |   |         | (1,859  | )      
|                                                                                       |                                                                    |                          |        |          |         |        |         |              |        |              |         |         |   |   |   |        |        |   |         |        
|NET INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDERS                                |                                                                    | $                        | 11,279 |          |         | $      | (7,365  | )            |        | $            | (20,455 | )       |   | $ |  |        |        | $ | (16,541 | )      
|                                                                                       |                                                                    |                          |        |          |         |        |         |              |        |              |         |         |   |   |   |        |        |   |         |        

14



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS

For the Three Months Ended March 31,
2004


|                                               |                                                                                                                                             |                                                                  |                                                         |          |         |         |        |              |         |              |         |         |        |         |   |   |   |   |         |         |         |         |  
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- | ------------------------------------------------------- | -------- | ------- | ------- | ------ | ------------ | ------- | ------------ | ------- | ------- | ------ | ------- | - | - | - | - | ------- | ------- | ------- | ------- | -
|                                               |                                                                                                                                             |                                                                  |                                                         | American |         |         |        |              |         |             
|                                               |                                                                                                                                             | DCS                                                              |                                                         | Cellular |         | Parent  |        | Eliminations |         | Consolidated
|                                               |                                                                                                                                             |                                                                  |                                                         |          |         |         |        |              |         |             
|                                               |                                                                                                                                             |                                                                 
|                                               |                                                                                                                                             | ($ in thousands)                                                
|                                               |                                                                                                                                             | (Unaudited)                                                     
|CASH FLOWS FROM OPERATING ACTIVITIES:          |                                                                                                                                             |                                                                  |                                                         |          |         |         |        |              |         |              |         |         |        |         |   |   |   |   |         |        
|                                               | Income (loss) from continuing operations                                                                                                    |                                                                  | $                                                       | 10,837   |         |         | $      | (7,365       | )       |              | $       | (18,597 | )      |         | $ |  |   |   | $       | (15,125 | )      
|                                               | Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities, net of effects
    of acquisitions  |                                                                  |                                                         |          |         |         |        |              |         |              |         |         |        |         |   |   |   |   |         |         |        
|                                               |                                                                                                                                             | Depreciation and amortization                                    |                                                         |          | 25,217  |         |        |              | 20,231  |              |         |         |       |         |   |   |  |   |         |         | 45,448  |        
|                                               |                                                                                                                                             | Amortization of bond premium and financing costs                 |                                                         |          | 576     |         |        |              | 804     |              |         |         | 617    |         |   |   |  |   |         |         | 1,997   |        
|                                               |                                                                                                                                             | Deferred income taxes                                            |                                                         |          | 6,679   |         |        |              | (4,678  | )            |         |         | (6,102 | )       |   |   |  |   |         |         | (4,101  | )      
|                                               |                                                                                                                                             | Noncash mandatorily redeemable preferred stock
    dividends     |                                                         |          |        |         |        |              |        |              |         |         | 197    |         |   |   |  |   |         |         | 197     |        
|                                               |                                                                                                                                             | Loss on disposition of assets, net                               |                                                         |          | (7      | )       |        |              | (6      | )            |         |         |       |         |   |   |  |   |         |         | (13     | )      
|                                               |                                                                                                                                             | Non-cash portion of extinguishment of debt                       |                                                         |          | 7       |         |        |              |        |              |         |         | 1,093  |         |   |   |  |   |         |         | 1,100   |        
|                                               |                                                                                                                                             | Minority interests in income of subsidiaries                     |                                                         |          | 944     |         |        |              |        |              |         |         |       |         |   |   |  |   |         |         | 944     |        
|                                               |                                                                                                                                             | Cash used in operating activities of discontinued
    operations |                                                         |          | (816    | )       |        |              |        |              |         |         |       |         |   |   |  |   |         |         | (816    | )      
|                                               |                                                                                                                                             | Other operating activities                                       |                                                         |          | 194     |         |        |              |        |              |         |         |       |         |   |   |  |   |         |         | 194     |        
|                                               | Changes in current assets and
    liabilities                                                                                              |                                                                  |                                                         |          |         |         |        |              |         |              |         |         |        |         |   |   |   |   |         |         |        
|                                               |                                                                                                                                             | Accounts receivable                                              |                                                         |          | 12,942  |         |        |              | 5,329   |              |         |         |       |         |   |   |  |   |         |         | 18,271  |        
|                                               |                                                                                                                                             | Inventory                                                        |                                                         |          | 86      |         |        |              | (387    | )            |         |         |       |         |   |   |  |   |         |         | (301    | )      
|                                               |                                                                                                                                             | Prepaid expenses and other                                       |                                                         |          | (1,264  | )       |        |              | (574    | )            |         |         | 5      |         |   |   |  |   |         |         | (1,833  | )      
|                                               |                                                                                                                                             | Accounts payable                                                 |                                                         |          | (24,398 | )       |        |              | 3,634   |              |         |         |       |         |   |   |  |   |         |         | (20,764 | )      
|                                               |                                                                                                                                             | Accrued expenses                                                 |                                                         |          | (4,219  | )       |        |              | (19,927 | )            |         |         | 4,808  |         |   |   |  |   |         |         | (19,338 | )      
|                                               |                                                                                                                                             | Deferred revenue and customer deposits                           |                                                         |          | 474     |         |        |              | (309    | )            |         |         | (6     | )       |   |   |  |   |         |         | 159     |        
|                                               |                                                                                                                                             |                                                                  |                                                         |          |         |         |        |              |         |              |         |         |        |         |   |   |   |   |         |        
|                                               |                                                                                                                                             |                                                                  | Net cash provided by (used in) operating
    activities |          |         | 27,252  |        |              |         | (3,248       | )       |         |        | (17,985 | ) |   |   |  |         |         |         | 6,019   |  
|                                               |                                                                                                                                             |                                                                  |                                                         |          |         |         |        |              |         |              |         |         |        |         |   |   |   |   |         |        
|CASH FLOWS FROM INVESTING ACTIVITIES:          |                                                                                                                                             |                                                                  |                                                         |          |         |         |        |              |         |              |         |         |        |         |   |   |   |   |         |        
|                                               | Capital expenditures                                                                                                                        |                                                                  |                                                         | (25,350  | )       |         |        | (15,254      | )       |              |         |        |        |         |   |  |   |   |         | (40,604 | )      
|                                               | Cash received from exchange of assets                                                                                                       |                                                                  |                                                         | 21,978   |         |         |        |             |         |              |         |        |        |         |   |  |   |   |         | 21,978  |        
|                                               | (Increase) decrease in receivable-affiliates                                                                                                |                                                                  |                                                         | (22,181  | )       |         |        | 6,659        |         |              |         | 15,522  |        |         |   |  |   |   |         |        |        
|                                               | Proceeds from sale of property, plant and
    equipment                                                                                     |                                                                  |                                                         | 12       |         |         |        | 6            |         |              |         |        |        |         |   |  |   |   |         | 18      |        
|                                               | Refund of funds held in escrow for contingencies
    on sold assets                                                                         |                                                                  |                                                         | 7,185    |         |         |        | 4,169        |         |              |         |        |        |         |   |  |   |   |         | 11,354  |        
|                                               | Cash used in investing activities from
    discontinued operations                                                                          |                                                                  |                                                         | (140     | )       |         |        |             |         |              |         |        |        |         |   |  |   |   |         | (140    | )      
|                                               | Other investing activities                                                                                                                  |                                                                  |                                                         | (915     | )       |         |        | (13          | )       |              |         |        |        |         |   |  |   |   |         | (928    | )      
|                                               |                                                                                                                                             |                                                                  |                                                         |          |         |         |        |              |         |              |         |         |        |         |   |   |   |   |         |        
|                                               |                                                                                                                                             |                                                                  | Net cash (used in) provided by investing
    activities |          |         | (19,411 | )      |              |         | (4,433       | )       |         |        | 15,522  |   |   |   |  |         |         |         | (8,322  | )
|                                               |                                                                                                                                             |                                                                  |                                                         |          |         |         |        |              |         |              |         |         |        |         |   |   |   |   |         |        
|CASH FLOWS FROM FINANCING ACTIVITIES:          |                                                                                                                                             |                                                                  |                                                         |          |         |         |        |              |         |              |         |         |        |         |   |   |   |   |         |        
|                                               | Repayments of long-term debt                                                                                                                |                                                                  |                                                         | (6,620   | )       |         |        |             |         |              |         | (55,500 | )      |         |   |  |   |   |         | (62,120 | )      
|                                               | Distributions to minority interest holders                                                                                                  |                                                                  |                                                         | (1,629   | )       |         |        |             |         |              |         |        |        |         |   |  |   |   |         | (1,629  | )      
|                                               | Investment in subsidiary                                                                                                                    |                                                                  |                                                         | (2,300   | )       |         |        |             |         |              |         | 2,300   |        |         |   |  |   |   |         |        |        
|                                               | Other financing costs                                                                                                                       |                                                                  |                                                         | (14      | )       |         |        | (50          | )       |              |         | (147    | )      |         |   |  |   |   |         | (211    | )      
|                                               |                                                                                                                                             |                                                                  |                                                         |          |         |         |        |              |         |              |         |         |        |         |   |   |   |   |         |        
|                                               |                                                                                                                                             |                                                                  | Net cash used in financing activities                   |          |         | (10,563 | )      |              |         | (50          | )       |         |        | (53,347 | ) |   |   |  |         |         |         | (63,960 | )
|                                               |                                                                                                                                             |                                                                  |                                                         |          |         |         |        |              |         |              |         |         |        |         |   |   |   |   |         |        
|NET DECREASE IN CASH AND CASH EQUIVALENTS      |                                                                                                                                             |                                                                  | (2,722                                                  | )        |         |         | (7,731 | )            |         |              | (55,810 | )       |        |         |  |   |   |   | (66,263 | )      
|CASH AND CASH EQUIVALENTS, beginning of period |                                                                                                                                             |                                                                  | 59,387                                                  |          |         |         | 27,505 |              |         |              | 121,347 |         |        |         |  |   |   |   | 208,239 |        
|                                               |                                                                                                                                             |                                                                  |                                                         |          |         |         |        |              |         |              |         |         |        |         |   |   |   |   |         |        
|CASH AND CASH EQUIVALENTS, end of period       |                                                                                                                                             | $                                                                | 56,665                                                  |          |         | $       | 19,774 |              |         | $            | 65,537  |         |        | $       |  |   |   | $ | 141,976 |        
|                                               |                                                                                                                                             |                                                                  |                                                         |          |         |         |        |              |         |              |         |         |        |         |   |   |   |   |         |        

15



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



| |                     
| | --------------------
| | Interest Rate Hedges

The Company pays interest on its bank credit
facilities based on a variable factor, such as LIBOR or prime
rate. The Company will from time-to-time enter into derivative
contracts to reduce exposure against rising interest rates. The
Company is not currently a party to any derivative contracts.



|   |                           
|-- | --------------------------
|8. | Redeemable Preferred Stock

As of March 31, 2004 and December 31,
2003, the Companys authorized and outstanding preferred
stock was as follows:

|                    |  |            |           |                |  |                |         |           |  |           |         |             |  |            |      |             |  |                   |  |   |          |  |  |  |               |  |  |  |            | 
|------------------- |  | ---------- | --------- | -------------- |  | -------------- | ------- | --------- |  | --------- | ------- | ----------- |  | ---------- | ---- | ----------- |  | ----------------- |  | - | -------- |  |  |  | ------------- |  |  |  | ---------- | 
|                    |  |            |           | Number of      |  | Number of      |         |           |  |           |         |             |  |            |      | Other      
|                    |  |            |           | Shares         |  | Shares         |         |           |  |           |         |             |  |            |      | Features,  
|                    |  | Number of  |           | Outstanding at |  | Outstanding at |         |           |  |           |         | Liquidation |  | Mandatory  |      | Rights,    
|                    |  | Shares     |           | March 31,      |  | December 31,   |         | Par Value |  |           |         | Preference  |  | Redemption |      | Preferences
|Class               |  | Authorized |           | 2004           |  | 2003           |         | Per Share |  | Dividends |         | Per Share   |  | Date       |      | and Powers 
|                    |  |            |           |                |  |                |         |           |  |           |         |             |  |            |      |            
|Senior Exchangeable |  |            | 60,997    |                |  |                | 60,997  |           |  |           | 60,997  |             |  | $          | 1.00 |             |  | 12.25% Cumulative |  | $ | 1,000    |  |  |  | Jan. 15, 2008 |  |  |  | Non-voting | 
|Senior Exchangeable |  |            | 404,040   |                |  |                | 196,003 |           |  |           | 196,003 |             |  | $          | 1.00 |             |  | 13% Cumulative    |  | $ | 1,000    |  |  |  | May 1, 2009   |  |  |  | Non-voting | 
|Class E             |  |            | 40,000    |                |  |                |        |           |  |           |        |             |  | $          | 1.00 |             |  | 15% Cumulative    |  | $ | 1,131.92 |  |  |  | Dec. 23, 2010 |  |  |  | Non-voting | 
|Series F            |  |            | 1,900,000 |                |  |                | 686,201 |           |  |           | 686,201 |             |  | $          | 1.00 |             |  | 6% Cumulative     |  | $ | 178.571  |  |  |  | Aug. 18, 2016 |  |  |  | Non-voting | 
|Other               |  |            | 3,594,963 |                |  |                |        |           |  |           |        |             |  | $          | 1.00 |             |  |                  |  |   |         |  |  |  |              |  |  |  |           | 
|                    |  |            |           |                |  |                |         |           |  |           |         |             |  |            |      |             |  |                   |  |   |          |  |  |  |               |  |  |  |            | 
|                    |  |            | 6,000,000 |                |  |                | 943,201 |           |  |           | 943,201 |             |  |            |      |             |  |                   |  |   |          |  |  |  |               |  |  |  |            | 
|                    |  |            |           |                |  |                |         |           |  |           |         |             |  |            |      |             |  |                   |  |   |          |  |  |  |               |  |  |  |            | 

The Company recorded preferred stock dividends of
$10.5 million for the three months ended March 31,
2004 consisting of $2.1 million of dividends on its
12.25% senior exchangeable preferred stock,
$6.5 million of dividends on its 13% senior
exchangeable preferred stock, and $1.9 million of dividends
on its Series F convertible preferred stock. In accordance
with SFAS No. 150, dividends related to the
Companys 12.25% and 13% mandatorily redeemable preferred
stocks are classified in net (loss) income. Therefore,
$8.6 million of the $10.5 million preferred stock
dividends are recorded as net (loss) income on the income
statement as a financing expense, entitled dividends on
mandatorily redeemable preferred stock, for the three
months ended March 31, 2004.

During the three months ended March 31,
2003, the Company repurchased a total of $32.7 million
liquidation preference amount of its 12.25% senior
exchangeable preferred stock and $27.5 million liquidation
preference amount of its 13% senior exchangeable preferred
stock. The preferred stock repurchases totaled
60,207 shares for $36.6 million, all of which were
canceled by March 31, 2003. These repurchases resulted in
an excess of liquidation preference amount over repurchase price
of preferred stock totaling $23.6 million. The excess of
liquidation preference amount over repurchase price has been
included in earnings applicable to common stockholders.



|   |                              
|-- | -----------------------------
|9. | Commitments and Contingencies



| |              
| | -------------
| | Contingencies

The Company is party to various other legal
actions arising in the normal course of business. None of the
actions are believed by management to involve amounts that would
be material to the Companys consolidated financial
position, results of operation, or liquidity.

16



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##### Table of Contents








|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis
    of Financial Condition and Results of Operations

The following discussion and analysis presents
factors, which we believe are relevant to an assessment and
understanding of our condensed consolidated financial position
and results of operations. This financial and business analysis
should be read in conjunction with our condensed consolidated
financial statements and the related notes.

Overview

Dobson
Communications.We are one of the
largest providers of rural and suburban wireless communications
systems in the United States. We began providing wireless
telephone services in 1990 in Oklahoma and the Texas Panhandle.
We have rapidly expanded our wireless operations with an
acquisition strategy targeting underdeveloped rural and suburban
areas, which we believe have a significant number of potential
customers with substantial needs for wireless communications. On
August 19, 2003, American Cellular Corporation became our
wholly-owned subsidiary. At March 31, 2004, American
Cellulars systems covered a total population of
5.0 million and had approximately 708,400 subscribers,
giving American Cellular an aggregate market penetration of
14.2%. At March 31, 2004, our wireless systems covered a
population of 10.8 million and we had approximately
1,567,200 subscribers, with an aggregate market penetration
of 14.5%.

Concurrently with the August 19, 2003
acquisition and restructuring of American Cellular described
below, we merged our indirect, wholly owned subsidiaries,
Dobson/ Sygnet Communications Company, Sygnet Wireless, Inc.,
and Sygnet Communications, Inc. with and into our wholly-owned
subsidiary, DCS. As a result of these mergers, and the
acquisition and restructuring of American Cellular, our
operations are encompassed in our two primary subsidiaries, DCS
and American Cellular. American Cellular does not guarantee any
debt or other obligations of DCS or us, and DCS and we do not
guarantee any debt or other obligations of American Cellular.

American Cellular.Until August 18, 2003, we owned a 50% interest in a joint
venture that owned American Cellular. We accounted for our
interest using the equity method of accounting.

On August 19, 2003, we completed the
restructuring of American Cellulars indebtedness and
equity ownership. Pursuant to this restructuring, we completed
an exchange offer for American Cellulars then outstanding
9.5% senior subordinated notes due 2009 (the existing
notes). Holders of $681.9 million of the existing
notes exchanged their notes for 43.9 million shares of our
Class A common stock, 681,900 shares of our
Series F convertible preferred stock with an aggregate
liquidation preference of $121.8 million, convertible into
a maximum of 13.9 million shares of our Class A common
stock, and $48.7 million in cash. We also issued
4,301 shares of our Series F convertible preferred
stock and 276,848 shares of our Class A common stock
in payment of certain fees. Upon consummation of the
restructuring, American Cellular became our wholly-owned
subsidiary. Subsequently, all significant subsidiaries of
American Cellular were merged into American Cellular.

On August 8, 2003, American Cellular and ACC
Escrow Corp., our newly formed, wholly-owned, indirect
subsidiary, completed an offering of $900 million aggregate
principal amount of 10% senior notes due 2011. The senior
notes were issued at par and were assumed by American Cellular
when ACC Escrow Corp. merged into American Cellular as part of
the restructuring. The net proceeds from the offering were used
to fully repay American Cellulars existing bank credit
facility and to pay expenses of the restructuring.

American Cellular will file with the Securities
and Exchange Commission a Quarterly Report on Form 10-Q for
the three months ended March 31, 2004. While we provide you
with much of American Cellulars financial and operational
information, we refer you to American Cellulars Quarterly
Report to ensure you have a complete understanding of American
Cellulars financial and operational results.

Acquisitions and Discontinued
Operations

Maryland/ Michigan
Swap.On February 17, 2004, we
transferred our Maryland RSA 2 wireless property to
Cingular Wireless in exchange for Cingular Wireless
Michigan RSA 5 wireless property, $22.0 million in cash and
its one-percent ownership interests in Texas RSA 2 and
Oklahoma RSAs 5 and 7.

17



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##### Table of Contents



We are the majority owner of these three markets.
As a result of a definitive agreement that was entered into
prior to December 31, 2003 and closed on February 17,
2004, we have reclassified our historical financial statements
to reflect the operations of our Maryland RSA 2 property as
a discontinued operation.


Acquisition of NPI.On December 23, 2003, we entered into a definitive
agreement to acquire the assets of NPI for approximately
$28 million. NPI owns PCS licenses covering a total
population of 1.2 million. Its GSM network currently covers
a total population of 1.0 million in northern Michigan. NPI
has approximately 35,000 subscribers. The transaction is
expected to close in the second quarter of 2004, subject to
regulatory approvals and other customary closing conditions.

California/ Alaska
Swap.On June 17, 2003, we
transferred our two remaining wireless properties in California
to AT&T Wireless in exchange for its two wireless properties
in Alaska, and all of the outstanding shares of our
Series AA preferred stock that it previously held, which we
then cancelled. We have reclassified our historical financial
statements to reflect the operations of our California
properties as discontinued operations.

Trends and Guidance

On February 18, 2004, we held an
investors conference regarding our fourth quarter 2003
results of operations, certain trends in our roaming operations
and business plans and guidance for 2004. We believe that the
information provided during the investors conference is
important to an understanding of us, trends in our business and
our future operating expectations. We refer you to our
Form 8-K filed with the Commission on February 18,
2004.

Subscribers

Our subscriber base contains three types of
subscribers; post-paid, reseller and pre-paid. At March 31,
2004, post-paid subscribers accounted for 93.0% of our
subscriber base. These subscribers pay a monthly access fee for
a wireless service plan that generally includes a fixed amount
of minutes and certain service features. In addition to the
monthly access fee, these subscribers are typically billed in
arrears for long-distance charges, roaming charges and rate plan
overages. Our reseller subscribers are similar to our post-paid
subscribers in that they pay monthly fees to utilize our network
and services. However, these subscribers are billed by a third
party (reseller), who has effectively resold our service to the
end user (subscriber). We in turn bill the third party
(reseller) for the monthly usage of the end user (subscriber).
At March 31, 2004, the reseller base accounted for 4.7% of
our total subscriber base. Our pre-paid subscribers, which at
March 31, 2004, accounted for 2.3% of our subscriber base,
are subscribers that pre-pay for an agreed upon amount of usage.

Our average monthly revenue per subscriber,
discussed below under Revenue, is calculated and
reported based only on post-paid subscriber information. We have
experienced a decline in our gross additions as a result of
increased competition attributable to an accelerating pace of
improvements in quality of digital technology, and increased
products offered to the consumer. Many of our competitors
already provide market enhanced data services, such as 1XRTT.
Currently, we are in the process of upgrading our network to
GSM/ GPRS/ EDGE and expect our gross subscriber additions to
increase during 2004, as a result of new services that will be
available with GSM/ GPRS/ EDGE. Gross subscriber additions from
our continuing operations were 99,600 (includes post-paid,
reseller and pre-paid), for the three months ended
March 31, 2004. This included 51,400 from our recent
acquisitions. Gross subscriber additions were 46,800 for the
three months ended March 31, 2003.

Revenue

Our operating revenue consists of service
revenue, roaming revenue and equipment and other revenue.

We derive service revenue by providing wireless
services to our subscribers. The wireless industry has
experienced declining average revenue per minute as competition
among wireless service providers has led to reductions in rates
for airtime. These declines have generally been offset by
significant increases in average

18



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##### Table of Contents



minutes-of-use per subscriber. As a result, our
average monthly revenue per post-paid subscriber has decreased
slightly to $41 for the three months ended March 31, 2004,
from $42 for the three months ended March 31, 2003. We
believe there is an opportunity in 2004 for our average monthly
revenue per post-paid subscriber to increase from current levels
primarily due to additional voice and data services available as
a result of our providing GSM/ GPRS/ EDGE technology.


We derive roaming revenue by providing service to
subscribers of other wireless providers when those subscribers
roam into our markets and use our systems to carry
their calls. Roaming revenues have traditionally had higher
margins than revenues from our subscribers. We achieve these
higher margins because we incur relatively lower incremental
costs related to network operations, billing, customer service
and collections in servicing roaming customers as compared to
our home subscribers. However, our roaming margins are declining
and are becoming more comparable to margins from our subscribers
due to increased market pressures and competition among wireless
providers resulting in reduced rates in our new roaming
contracts and scheduled rate reductions in our existing roaming
contracts. Our roaming yield (roaming service revenue, which
includes airtime, toll charges and surcharges, divided by
roaming minutes-of-use) was $0.14 for the three months ended
March 31, 2004, and $0.23 for the three months ended
March 31, 2003. Even though these roaming contracts provide
for decreasing rates over time, we believe these roaming
contracts are beneficial because they secure existing traffic
and provide opportunity for a continuing increase in traffic
volumes. Roaming revenue tends to be impacted by seasonality.
Historically, we have experienced higher roaming minutes-of-use
and related roaming revenue during the second and third quarters
of each year, as users tend to travel more and, therefore, use
their wireless phones more, during the spring and summer months.

We include long-distance revenue in service
revenue and roaming revenue. Equipment revenue is revenue from
selling wireless equipment to our subscribers. Equipment revenue
is recognized when the equipment is delivered to the customer.

Costs and Expenses

Our primary operating expense categories include
cost of service, cost of equipment, marketing and selling costs,
general and administrative costs and depreciation and
amortization.

Our cost of service consists primarily of costs
we incur to operate and maintain our facilities utilized in
providing service to customers and amounts paid to third-party
wireless providers for providing service to our subscribers when
our subscribers roam into their markets, referred to as
roaming costs. Consistent with the trend of
declining roaming revenue per minute, our roaming expense per
minute has declined as well. As a result, our cash cost per user
has continued to decline. This decline in our roaming expense
per minute has contributed significantly to the recent trend of
declining cost of service. Our cash cost per user was $21.50 for
the three months ended March 31, 2004, and $22.00 for the
three months ended March 31, 2003.

Our cost of equipment represents the costs
associated with wireless equipment and accessories sold to
customers. In recent years, we and other wireless providers have
continued the use of discounts on phone equipment and free phone
promotions, as competition between service providers has
intensified. As a result, we have incurred, and expect to
continue to incur, losses on equipment sales. While we expect to
continue these discounts and promotions, we believe that these
promotions will result in increased revenue from increases in
the number of our wireless subscribers.

Our marketing and selling costs include
advertising, compensation paid to sales personnel and
independent agents and all other costs to market and sell
wireless products and services. We pay commissions to sales
personnel and independent dealers for new business generated.

Our general and administrative costs include all
infrastructure costs, including costs for customer support,
billing, collections, and corporate administration.

Our depreciation and amortization expense
represents the costs associated with the depreciation of our
fixed assets and the amortization of certain intangible assets.

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Critical Accounting Policies and
Practices

It is necessary that we use estimates in the
presentation of our financial statements with respect to the
effect of matters that are inherently uncertain. Our use of
estimates and assumptions affects the reported amounts of
assets, liabilities, and the amount of revenues and expenses we
recognize for and during the reporting period.

Our general and administrative expenses and
certain other operating expenses include all infrastructure
costs, including costs for customer support, billing,
collections and corporate administration. We share our corporate
and shared call center costs with our subsidiaries, which are
costs allocated primarily based on the estimated subscribers and
populations in their respective licensed areas.

Results of Operations

The financial statement numbers have been
rounded; however, the percentage changes are based on the actual
financial statement numbers.



| |                                                                                    
| | -----------------------------------------------------------------------------------
| | Three Months Ended March 31, 2004
    Compared to Three Months Ended March 31, 2003

Operating revenue.For the three months ended March 31, 2004, our total
operating revenue increased $104.9 million, or 81.4%, to
$233.8 million from $128.9 million for the comparable
period in 2003. The following table sets forth the components of
our operating revenue for the periods indicated:

|                  |       |                              |         |            |  |        |      |            |   |   |        |         |  |  |      |       |  
|----------------- | ----- | ---------------------------- | ------- | ---------- |  | ------ | ---- | ---------- | - | - | ------ | ------- |  |  | ---- | ----- | -
|                  |       |                             
|                  |       | Three Months Ended March 31,
|                  |       |                             
|                  |       |                              |         |           
|                  |       | 2004                         |         | 2003      
|                  |       |                              |         |           
|                  |       | Amount                       |         | Percentage |  | Amount |      | Percentage
|                  |       |                              |         |            |  |        |      |           
|                  |       |                             
|                  |       | ($ in thousands)            
|Service revenue   |       | $                            | 181,699 |            |  |        | 77.7 | %          |   | $ | 82,786 |         |  |  | 64.2 | %    
|Roaming revenue   |       |                              | 42,075  |            |  |        | 18.0 | %          |   |   | 40,919 |         |  |  | 31.8 | %    
|Equipment revenue |       |                              | 9,353   |            |  |        | 4.0  | %          |   |   | 3,459  |         |  |  | 2.7  | %    
|Other revenue     |       |                              | 664     |            |  |        | 0.3  | %          |   |   | 1,728  |         |  |  | 1.3  | %    
|                  |       |                              |         |            |  |        |      |            |   |   |        |         |  |  |      |      
|                  | Total |                              | $       | 233,791    |  |        |      | 100.0      | % |   | $      | 128,892 |  |  |      | 100.0 | %
|                  |       |                              |         |            |  |        |      |            |   |   |        |         |  |  |      |      

For the three months ended March 31, 2004,
our service revenue increased $98.9 million, or 119.5%, to
$181.7 million from $82.8 million for the three months
ended March 31, 2003. This increase was primarily
attributable to our acquisitions of American Cellular on
August 19, 2003, the two Alaska properties we acquired on
June 17, 2003 and the Michigan 5 property we acquired
on February 17, 2004, which we refer to as the
acquisitions. These acquisitions accounted for
$98.9 million of our service revenue for the three months
ended March 31, 2004. Before giving effect to these
acquisitions, our service revenue remained constant at
$82.8 million. This is due to a slight increase in
customers, offset by a slight decline in average monthly revenue
per subscribers. Our average subscriber base in our
non-acquisition markets increased 3.3%, to 664,000, for the
three months ended March 31, 2004, from 643,000, for the
three months ended March 31, 2003.

For the three months ended March 31, 2004,
our roaming revenue increased $1.2 million, or 2.8%, to
$42.1 million from $40.9 million for the three months
ended March 31, 2003. The acquisitions accounted for
$18.9 million of our roaming revenue for the three months
ended March 31, 2004. Before giving effect to these
acquisitions, our roaming revenue decreased $17.7 million.
This is a result of a 43.5% decline in our roaming revenue
per minute-of-use in our non-acquisition markets as contractual
rates decreased during 2003, and a 4.6% decrease in roaming
minutes in our non-acquisition markets.

For the three months ended March 31, 2004,
our equipment revenue increased $5.9 million, or 170.4%, to
$9.4 million from $3.5 million for the three months
ended March 31, 2003. The acquisitions accounted for
$5.1 million of our equipment revenue for the three months
ended March 31, 2004. Before giving effect to these
acquisitions, our equipment revenue increased $0.8 million.
This increase in revenue is primarily due to an increase in the
number of customers upgrading to new rate plans including our
new GSM rate plans.

20



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For the three months ended March 31, 2004,
our other revenue decreased $1.0 million, or 61.6%, to
$0.7 million from $1.7 million for the three months
ended March 31, 2003. The acquisitions accounted for
$0.4 million of our other revenue for the three months
ended March 31, 2004. Before giving effect to these
acquisitions,our other revenue decreased
$1.4 million. This decline in revenue is primarily due to
the elimination of amounts charged to our previously
unconsolidated affiliates for the use of shared assets.

Cost of service.For
the three months ended March 31, 2004, our total cost of
service increased $23.7 million, or 77.4%, to
$54.2 million from $30.5 million for the comparable
period in 2003. The acquisitions accounted for
$28.2 million of our cost of service for the three months
ended March 31, 2004. Before giving effect to these
acquisitions,our cost of service decreased
$4.5 million. The following table sets forth the components
of our cost of service for the periods indicated:

|                      |  |                              |        |            |  |        |       |            |  |   |        |  |  |  |       |  
|--------------------- |  | ---------------------------- | ------ | ---------- |  | ------ | ----- | ---------- |  | - | ------ |  |  |  | ----- | -
|                      |  |                             
|                      |  | Three Months Ended March 31,
|                      |  |                             
|                      |  |                              |        |           
|                      |  | 2004                         |        | 2003      
|                      |  |                              |        |           
|                      |  | Amount                       |        | Percentage |  | Amount |       | Percentage
|                      |  |                              |        |            |  |        |       |           
|                      |  |                             
|                      |  | ($ in thousands)            
|Network costs         |  | $                            | 34,586 |            |  |        | 63.8  | %          |  | $ | 18,787 |  |  |  | 61.5  | %
|Roaming costs         |  |                              | 19,600 |            |  |        | 36.2  | %          |  |   | 11,760 |  |  |  | 38.5  | %
|                      |  |                              |        |            |  |        |       |            |  |   |        |  |  |  |       |  
|Total cost of service |  | $                            | 54,186 |            |  |        | 100.0 | %          |  | $ | 30,547 |  |  |  | 100.0 | %
|                      |  |                              |        |            |  |        |       |            |  |   |        |  |  |  |       |  

For the three months ended March 31, 2004,
our network costs, which are the costs we incurred in operating
our wireless network and providing service to our customers,
increased $15.8 million, or 84.1%, to $34.6 million
from $18.8 million for the comparable period in 2003. The
acquisitions accounted for $18.1 million of our network
costs for the three months ended March 31, 2004. Before
giving effect to these acquisitions,our network costs
declined $2.3 million. This decline is primarily a result
of credits received from certain of our network service
providers and renegotiated lower local access rates charged to
us by third-party providers for use of local access across the
network.

For the three months ended March 31, 2004,
our roaming costs increased by $7.8 million, or 66.7%, to
$19.6 million from $11.8 million compared to the same
period in 2003. The acquisitions accounted for
$10.1 million of our roaming costs for the three months
ended March 31, 2004. Before giving effect to these
acquisitions,our roaming costs declined
$2.3 million. This decline is primarily a result of a 25.0%
decrease in roaming costs per minute-of-use offset by an 8.4%
increase in the minutes used by our customers on third-party
wireless providers networks, in our non-acquisition
markets.

Cost of equipment.For the three months ended March 31, 2004, our cost of
equipment increased $15.0 million, or 177.0%, to
$23.5 million during 2004 from $8.5 million in 2003.
The acquisitions accounted for $11.6 million of our cost of
equipment for the three months ended March 31, 2004. Before
giving effect to these acquisitions,our cost of
equipment increased $3.4 million. This increase is due to
an increase in the average cost of handsets sold to customers
along with an increase in the number of customers upgrading to
new rate plans including our new GSM rate plans.

Marketing and selling
costs.For the three months ended
March 31, 2004, our marketing and selling costs increased
$16.1 million, or 121.9%, to $29.2 million from
$13.1 million for the three months ended March 31,
2003. The acquisitions accounted for $14.9 million of our
marketing and selling costs for the three months ended
March 31, 2004. Before giving effect to these acquisitions,
our marketing and selling costs increased $1.2 million.
This is primarily due to increased spending on advertising to
launch our new GSM rate plans.

General and administrative
costs.For the three months ended
March 31, 2004, our general and administrative costs
increased $27.2 million, or 163.6%, to $43.8 million
from $16.6 million for the three months ended
March 31, 2003. The acquisitions accounted for
$26.2 million of our general and administrative costs for
the three months ended March 31, 2004. Before giving effect
to these acquisitions, our general and administrative costs
increased $1.0 million. This increase is a result of
increased infrastructure costs such as

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customer service, billing, and administrative
costs as a result of the overall growth of our business, offset
by cost reductions from further integration of acquired
companies and increased economies of scale.


Depreciation and amortization
expense.For the three months ended
March 31, 2004, our depreciation and amortization expense
increased $25.5 million, or 127.9%, to $45.4 million
from $19.9 million for 2003. The acquisitions accounted for
$22.7 million of our depreciation and amortization expense
for the three months ended March 31, 2004. Before giving
effect to these acquisitions,our depreciation and
amortization expense increased $2.8 million. This increase
in our non-acquisition markets is a result of additional
depreciation on fixed assets acquired or constructed in 2003
and 2004.

Interest expense.For the three months ended March 31, 2004, our interest
expense increased $30.3 million, or 127.2%, to
$54.2 million from $23.9 million for the three months
ended March 31, 2003. This is primarily due to increased
long-term debt related to our acquisition of American Cellular.

Gain from extinguishment of
debt.For the three months ended
March 31, 2004, our gain from extinguishment of debt was
$5.7 million. The gain from extinguishment of debt for the
three months ended March 31, 2004 was due to our repurchase
of $55.5 million principal amount of our 8.875% senior
notes at an aggregate cost of $48.3 million, offset by a
loss on redemption of the remaining Dobson/ Sygnet senior notes.

Dividends on mandatorily preferred
stock.For the three months ended
March 31, 2004, compared to three months ended
March 31, 2003, dividends on preferred stock are
represented as both a financing expense, included in our net
(loss) income, and as an item below our net (loss) income,
reflected only in our net (loss) income applicable to common
shareholders. This change in presentation is the result of
implementing SFAS No. 150 during 2003, which requires
dividends on mandatorily redeemable preferred stock and any
gains or losses on redemption and repurchases of mandatorily
redeemable preferred stock to be reflected as a financing
expense included in net (loss) income for periods beginning
after June 15, 2003. Thus, our income statement includes
the following:

|                                                                       |                                                           |                    |   |        |   |  |   |         |  
|---------------------------------------------------------------------- | --------------------------------------------------------- | ------------------ | - | ------ | - |  | - | ------- | -
|                                                                       |                                                           |                   
|                                                                       |                                                           | Three Months Ended
|                                                                       |                                                           | March 31,         
|                                                                       |                                                           |                   
|                                                                       |                                                           | 2004               |   | 2003  
|                                                                       |                                                           |                    |   |       
|                                                                       |                                                           |                   
|                                                                       |                                                           | ($ in thousands)  
|Financing expense (above net (loss) income):                           |                                                           |                    |   |        |   |  |   |        
|                                                                       | Dividends on mandatorily redeemable preferred
    stock   |                    | $ | (8,618 | ) |  | $ |        |  
|Items applicable to common shareholders (below
    net (loss) income): |                                                           |                    |   |        |   |  |   |        
|                                                                       | Dividends on preferred stock                              |                    |   | (1,858 | ) |  |   | (20,530 | )
|                                                                       | Gain on redemption and repurchased of preferred
    stock |                    |   |       |   |  |   | 23,615  |  

Although our dividends on preferred stock are in
two separate line items for the three months ended
March 31, 2004, they totaled $10.5 million, on a
combined basis, which compares to $20.5 million for the
three months ended March 31, 2003. This decrease in
dividends of $10.0 million is the result of the reduction
in the number of shares of our preferred stock outstanding due
to redemptions and repurchases of our preferred stock during
2003.

For the three months ended March 31, 2003,
prior to the adoption of SFAS No. 150, we repurchased
a total of $32.7 million liquidation preference amount of
our 12.25% senior exchangeable preferred stock and
$27.5 million liquidation preference amount of our
13% senior exchangeable preferred stock, for an aggregate
purchase price of $36.6 million. Including deferred
financing costs this resulted in a gain on repurchase of
preferred stock totaling $23.6 million.

Other income, net.For the three months ended March 31, 2004, our other income
decreased by $0.7 million, or 34.8%, to $1.3 million
from $2.0 million for the three months ended March 31,
2003 primarily due to a decrease in interest income due to lower
interest rates.

Minority interests in income of
subsidiaries.For the three months
ended March 31, 2004, our minority interests in income of
subsidiaries decreased $0.7 million, or 41.7%, to
$0.9 million from $1.6 million in 2003.

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This decrease was attributable to the decreased
income earned from our subsidiaries in markets in which we do
not own a 100% interest.


Discontinued
operations.For the three months ended
March 31, 2004, we had income from discontinued operations
of $0.4 million compared to income from discontinued
operations of $4.7 million for the three months ended
March 31, 2003. Our discontinued operations during 2004
relate to the Michigan/ Maryland swap with Cingular Wireless,
while our discontinued operations during 2003 relate to both the
California/ Alaska swap with AT&T Wireless and the Michigan/
Maryland swap with Cingular Wireless.

Net (loss) income.For the three months ended March 31, 2004, our net loss was
$14.7 million. Our net income decreased $29.7 million,
from net income of $15.0 million for the three months ended
March 31, 2003. The decrease in our net income was
primarily attributable to our increase in interest expense.

Liquidity and Capital Resources

We have required, and will likely continue to
require, substantial capital to further develop, expand and
upgrade our wireless systems and those we may acquire. We plan
to finance our operations through cash flows from operating
activities, and if necessary, bank debt and the sale of debt and
equity securities.



| |              
| | -------------
| | Net Cash Flow

At March 31, 2004, we had working capital of
$46.4 million, a ratio of current assets to current
liabilities of 1.2:1 and an unrestricted cash balance of
$142.0 million, which compares to working capital of
$101.6 million, a ratio of current assets to current
liabilities of 1.4:1 and an unrestricted cash balance of
$208.2 million at December 31, 2003. Working capital
has decreased due primarily to our $48.3 million
repurchases of our 8.875% senior notes during the first
quarter of 2004.

Our net cash provided by operating activities
totaled $6.0 million for the three months ended
March 31, 2004 compared to $41.5 million for the three
months ended March 31, 2003. The decrease was primarily due
to a decrease in our income from continuing operations and
changes in our current assets and liabilities, which required
more net cash payments in 2004 than in 2003.

Our net cash used in investing activities totaled
$8.3 million for the three months ended March 31,
2004, compared to $13.5 million for the three months ended
March 31, 2003. Our net cash used in investing activities
for the three months ended March 31, 2004 primarily relates
to capital expenditures of $40.6, offset by $22.0 million
in cash received from Cingular Wireless as part of our Michigan/
Maryland swap and $11.4 million from receipt of funds held
in escrow for contingencies on sold assets. Capital expenditures
for the three months ended March 31, 2003 were
$16.8 million.

Our net cash used in financing activities was
$64.0 million for the three months ended March 31,
2004 compared to $56.6 million for the three months ended
March 31, 2003. Our financing activity uses for the three
months ended March 31, 2004 consisted of repayments and
repurchases of long-term debt totaling $62.1 million. Our
financing activity uses for the three months ended
March 31, 2003 included repayments of long-term debt
totaling $18.0 million and the redemption of
$36.6 million of preferred stock.



| |                  
| | -----------------
| | Capital Resources



| |                    
| | -------------------
| | DCS Credit Facility

On October 23, 2003, our subsidiary, Sygnet
Wireless and its wholly-owned subsidiary, Sygnet Communications,
were merged with and into our wholly-owned subsidiary, DCS, and
immediately thereafter, Dobson Operating Co. LLC, or DOC LLC,
terminated its revolving credit facility. DCS then entered into
a new senior secured credit facility consisting of:



| |   |                                                                          
| | - | -------------------------------------------------------------------------
| |  | a 6-year $150.0 million senior secured
    revolving credit facility, and
|
| |  | a 6.5-year $550.0 million senior secured
    term loan facility.         

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The DCS credit facility is guaranteed by us, DOC
LLC and each of DCSs direct subsidiaries, and is secured
by a first priority security interest in all of the tangible and
intangible assets of DCS. The DCS credit facility is not
guaranteed by American Cellular or any of its subsidiaries.

Interest on the DCS credit facility is currently
based on a LIBOR formula plus a spread. At March 31, 2004,
we had $547.3 million outstanding under the term loan of
this credit facility, and we had the entire $150.0 million
of the revolving credit facility available.

Under specified terms and conditions, including
covenant compliance, the amount available under the DCS credit
facility may be increased by an incremental facility of up to
$200.0 million. We have the right to make no more than four
requests to increase the amount of the credit facility and with
respect to the revolving credit facility, it must be made at
least 12 months prior to the credit termination date and
with respect to the term loan facility, it must be made within
30 months of the closing date. Any incremental facility
will have a maturity greater than the weighted average life of
the existing debt under the DCS credit facility.

Under the DCS credit facility there are mandatory
scheduled principal or amortization payments of the term loan
facility and no reductions in commitments under the revolving
credit facility. The term loan facility will amortize
1% per annum for the first 5.5 years and in equal
quarterly installments for the balance in the final year. The
revolving credit facility is scheduled to mature in April 2009
and the term loan facility is scheduled to mature in April 2010.
However, if we have not refinanced or repaid our
$300 million principal amount of 10.875% senior notes
by January 31, 2010, then the term loan facility will
mature on January 31, 2010.

DCS also is required to make mandatory reductions
of the credit facility with the net cash proceeds received from
certain issuances of debt and equity and upon any material sale
of assets by DCS and its subsidiaries.

The DCS credit facility agreement contains
covenants that, subject to specified exceptions, limit our
ability to:



| |   |                                                                                 
| | - | --------------------------------------------------------------------------------
| |  | make capital expenditures;                                                      
|
| |  | sell or dispose of assets;                                                      
|
| |  | incur additional debt;                                                          
|
| |  | create liens;                                                                   
|
| |  | merge with or acquire other companies;                                          
|
| |  | engage in transactions with affiliates, including
    dividend restrictions; and
|
| |  | make loans, advances or stock repurchases.                                      

On May 7, 2004 the financial covenants in
the DCS credit facility were amended in a manner that is
expected to increase our operating flexibility. Distributions of
excess cash flow by DCS to us will be restricted unless our
leverage ratio is less than certain levels as specified in the
amendment to the credit facility.



| |                    
| | -------------------
| | Dobson Senior Notes



| |                    
| | -------------------
| | 8.875% Senior Notes

On September 26, 2003, we completed the
private sale of $650.0 million principal amount of
8.875% senior notes due 2013. The net proceeds from the
sale of the notes were used to repay in full all amounts owing
under the bank credit facility of DOC LLC, and, together with
subsidiary funds, to repay in part amounts owing under the bank
credit facility of Sygnet Wireless, Inc. The senior notes rank
pari passu in right of payment with any of our existing and
future senior indebtedness and are senior to all existing and
future subordinated indebtedness. American Cellular is an
unrestricted subsidiary for purposes of our 8.875% senior
notes.

24



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In connection with the closing of the sale of the
notes, we entered into an indenture dated September 26,
2003 with Bank of Oklahoma, National Association, as Trustee.
The indenture contains certain covenants including, but not
limited to, covenants that limit our ability and that of our
restricted subsidiaries to:



| |   |                                                                                                  
| | - | -------------------------------------------------------------------------------------------------
| |  | incur indebtedness;                                                                              
|
| |  | incur or assume liens;                                                                           
|
| |  | make restricted payments;                                                                        
|
| |  | impose dividend or other payment restrictions
    affecting our restricted subsidiaries;         
|
| |  | issue and sell capital stock of our restricted
    subsidiaries;                                 
|
| |  | issue certain capital stock;                                                                     
|
| |  | issue guarantees of indebtedness;                                                                
|
| |  | enter into transactions with affiliates;                                                         
|
| |  | sell assets;                                                                                     
|
| |  | engage in unpermitted lines of business;                                                         
|
| |  | enter into sale or leaseback
    transactions; and                                               
|
| |  | make payments for the consent, waiver or
    amendment of any of the provisions of the Indenture.

Our Board of Directors has authorized us to
expend up to $50 million to repurchase some of our
outstanding 10.875% senior notes and 8.875% senior
notes. Through March 31, 2004, we had repurchased
$55.5 million principal amount of our 8.875% senior
notes at an aggregate cost of $48.3 million, excluding
accrued interest. These repurchases resulted in a gain on
extinguishment of debt, net of deferred financing costs, of
$6.1 million.



| |                     
| | --------------------
| | 10.875% Senior Notes

On June 15, 2000, we completed the private
sale of $300.0 million principal amount of our
10.875% senior notes due 2010. We used the proceeds to
repay indebtedness under the revolving credit facility of DOC
LLC, and for working capital and other general corporate
purposes. The senior notes rank pari passu in right of payment
with any of our existing and future unsubordinated indebtedness
and are senior to all existing and future subordinated
indebtedness. American Cellular is an unrestricted subsidiary
for purposes of our 8.875% senior notes.

In connection with the closing of the sale of the
notes, we entered into an indenture with The Bank of
New York, as successor trustee to United States Trust
Company of New York. The indenture contains certain
covenants including, but not limited to, covenants that limit
our ability and that of our restricted subsidiaries to:



| |   |                                                                                         
| | - | ----------------------------------------------------------------------------------------
| |  | incur indebtedness;                                                                     
|
| |  | incur or assume liens;                                                                  
|
| |  | make restricted payments;                                                               
|
| |  | impose dividend or other payment restrictions
    affecting our restricted subsidiaries;
|
| |  | issue and sell capital stock of our restricted
    subsidiaries;                        
|
| |  | issue certain capital stock;                                                            
|
| |  | issue guarantees of indebtedness;                                                       
|
| |  | enter into transactions with affiliates;                                                
|
| |  | sell assets;                                                                            

25



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| |   |                                                                                                  
| | - | -------------------------------------------------------------------------------------------------
| |  | engage in unpermitted lines of business;                                                         
|
| |  | enter into sale or leaseback
    transactions; and                                               
|
| |  | make payments for the consent, waiver or
    amendment of any of the provisions of the Indenture.



| |                
| | ---------------
| | Preferred Stock

During August 2003, in conjunction with the
American Cellular reorganization, we issued 686,201 shares
of our Series F convertible preferred stock having an
aggregate liquidation preference of $122.5 million, plus
$48.7 million in cash and 44.2 million shares of our
Class A common stock to the former holders of
$681.9 million principal amount of American Cellulars
outstanding 9.5% senior subordinated notes due 2009 and
their advisors. Our outstanding Series F convertible
preferred stock had an aggregate liquidation preference of
$122.5 million, including accrued dividends, at
March 31, 2004.

As of March 31, 2004, we had outstanding
60,997 shares of our 12.25% senior exchangeable
preferred stock with an aggregate liquidation value of
$61.0 million, and 196,003 shares of our
13% senior exchangeable preferred stock with an aggregate
liquidation value of $196.0 million. Each certificate of
designation for our senior preferred stock contains restrictive
covenants, which may limit our ability to incur indebtedness in
the future. During the first quarter of 2003, we repurchased a
total of $32.7 million liquidation preference amount of our
12.25% senior exchangeable preferred stock and
$27.5 million liquidation preference amount of our
13% senior exchangeable preferred stock. The preferred
stock repurchased totaled 60,207 shares for
$36.6 million, all of which were canceled by March 31,
2003. Including deferred financing costs this repurchase
resulted in a gain on redemption and repurchase of preferred
stock totaling $22.1 million for the three months ended
March 31, 2003.



| |                               
| | ------------------------------
| | American Cellular Senior Notes

In connection with the American Cellular
reorganization, on August 8, 2003, ACC Escrow Corp. (now
American Cellular) completed an offering of $900.0 million
aggregate principal amount of 10% senior notes due 2011.
These senior notes were issued at par. On August 19, 2003,
ACC Escrow Corp. was merged into American Cellular, and the net
proceeds from the offering were used to fully repay American
Cellulars existing bank credit facility, and to pay
expenses of the offering and a portion of the expenses of the
restructuring. We are not a guarantor of these senior notes.

During 2001, American Cellular sold, in two
transactions, $700.0 million principal amount of
9.5% senior subordinated notes due 2009 at a discount of
$6.9 million. The discount was being amortized over the
life of the notes. In August 2003, as part of the restructuring
of American Cellular, holders of $681.9 million outstanding
principal amount of these senior notes surrendered their senior
notes and received approximately $48.7 million in cash,
43.9 million shares of newly issued shares of our
Class A common stock, and 681,900 shares of a new
series of our convertible preferred stock, which has an
aggregate liquidation preference of approximately
$121.8 million and is convertible into a maximum of
13.9 million shares of our Class A common stock. There
remains outstanding $18.1 million liquidation value of
American Cellulars 9.5% senior subordinated notes.

American Cellular has required, and will likely
continue to require, substantial capital to further develop,
expand and upgrade its wireless systems.



| |                    
| | -------------------
| | Capital Commitments

We had capital expenditures of $40.6 million
for the three months ended March 31, 2004. We plan to spend
approximately $110 million to $140 million for capital
expenditures in 2004. The majority of these planned expenditures
will be spent in the first half of 2004 in relation to the
build-out of our GSM/ GPRS/ EDGE network. However, the amount
and timing of capital expenditures may vary depending on the
rate at which we expand and develop our wireless systems and
whether we consummate additional acquisitions. We may require
additional financing for future acquisitions, to refinance our
debt at its final maturities and to meet the mandatory
redemption provision on our senior exchangeable preferred stock.

26



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##### Table of Contents



On July 29, 2003, we entered into agreements
with certain holders of options granted under the Dobson
Communications 2000 Stock Incentive Plan, or 2000 Plan, with
exercise prices in excess of $10.00 per share in which we
agreed to issue new options under our 2000 Plan in exchange for
their existing options. Under these agreements, holders of
options with an exercise price of more than $10.00 per
share but less than $15.00 per share would receive new
options for the same number of underlying shares; holders of
options with exercises prices of at least $15.00 and less than
$20.00 would receive new options to purchase one share of our
Class A common stock for each two shares underlying
existing options, and holders of existing options with exercises
prices greater than $20.00 per share would receive new
options to purchase one share of our Class A common stock
for each three shares underlying their existing options. In each
instance, the new options would be granted six months and one
day after the effective date of the exchange agreement, and at
an exercise price equal to the market price of our Class A
common stock on such later date. On February 2, 2004, we
issued new options under the exchange agreements, all at an
exercise price of $7.09 per share. The vesting schedule for
each new option was the same as the replaced options. No options
held by our non-management directors were included in the
foregoing exchange program.

On March 10, 2004, our Board of Directors
authorized the grants of non-qualified options under the Dobson
Communications 1996 Stock Option Plan, or 1996 Plan, the 2000
Plan, and the Dobson Communication 2002 Stock Incentive Plan, or
2002 Plan, to purchase an aggregate of 3,602,475 shares of
our Class A common stock to our directors and executive
officers, and certain other of our officers and employees. We
authorized grants of options to purchase 55,500 shares of
our Class A common stock under our 1996 Plan; options to
purchase 2,585,000 shares of our Class A common stock
under our 2000 Plan and options to purchase 961,975 shares
of our Class A common stock under our 2002 Plan. Each
option is for a term of ten years and vests at the rate of
25% per year. Each option is exercisable at an exercise
price of $3.49 per share (subject to standard anti-dilution
adjustments), which was the market price of our Class A
common stock on the date the options were granted.

Forward-Looking Statements

The description of our plans set forth herein,
including planned capital expenditures and acquisitions, 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.
Important factors that could cause actual capital expenditures,
acquisition activity or our performance to differ materially
from the plans include, without limitation, our ability to
satisfy the financial covenants of our outstanding debt and
preferred stock instruments and to raise additional capital; our
ability to manage our business successfully and to compete
effectively in our wireless business 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 ours; and adverse
regulatory changes. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only
as of the date hereof. We undertake no obligation to update or
revise these forward-looking statements to reflect events or
circumstances after the date hereof including, without
limitation, changes in our business strategy or planned capital
expenditures, or to reflect the occurrence of unanticipated
events.






|        |                                                               
|------- | --------------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures
    About Market Risk

Our primary market risk relates to changes in
interest rates. Market risk is the potential loss arising from
adverse changes in market prices and rates, including interest
rates. We do not enter into derivatives or other financial
instruments for trading or speculative purposes. The objective
of our financial risk management is to minimize the negative
impact of interest rate fluctuations on our earnings and equity.
The counterparty was a major financial institution. As of
March 31, 2003, we had interest rate hedges under various
derivative contracts totaling $325.0 million on our
$490.1 million DOC LLC credit facility. The terms of these
agreements began expiring from March 2002 through April 2003
therefore we had no interest rate hedges for the three months
ended March 31, 2004. For the three months ended
March 31, 2003, the interest expense related to the hedge
was approximately $1.9 million.

27



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##### Table of Contents



At March 31, 2004, we had long-term debt
outstanding of $2.3 billion, of which, $547.3 million
bears interest at floating rates. These rates averaged 4.4% for
the three months ended March 31, 2004. One percentage point
of an interest rate adjustment would change our cash interest
payments on an annual basis by approximately $5.5 million.






|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

As of the end of the period covered by this
report, an evaluation was carried out under the supervision and
with the participation of our management, including the Chief
Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure
controls and procedures, (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934) as required by
Rule 13a-15(b). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the
design and operation of these disclosure controls and procedures
were effective. We did not effect any material changes in our
internal controls and procedures during the quarter ended
March 31, 2004.

28



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##### Table of Contents






PART II. OTHER INFORMATION






|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

We are not currently aware of any additional or
material changes to pending or threatened litigation against us
or our subsidiaries that could have a material adverse effect on
our financial condition, results of operations or cash flows.






|        |                                                                                     
|------- | ------------------------------------------------------------------------------------
|Item 2. | Changes in Securities, Use of Proceeds and
    Issuer Purchases of Equity 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 |   |             |  | Method of                                                                                                                                                                                                                                                                                                                                                              
|Numbers |   | Description |  | Filing                                                                                                                                                                                                                                                                                                                                                                 
|        |   |             |  |                                                                                                                                                                                                                                                                                                                                                                        
|        | 2 | .1          |  | Purchase Agreement dated July 25, 2003 for
    ACC Escrow Corp. and American Cellular Corporation $900,000,000
    10% Series A Senior Notes due 2011                                                                                                                                                                                                                   |  |  | (22)[2.3]   | 
|        | 2 | .2          |  | Purchase Agreement dated September 12, 2003
    for Dobson Communications Corporation $650,000,000
    8 7/8% Senior Notes due 2013                                                                                                                                                                                                                                     |  |  | (25)[2.4]   | 
|        | 2 | .3          |  | Agreement and Plan of Merger of ACC Escrow Corp.
    and American Cellular Corporation                                                                                                                                                                                                                                                                                  |  |  | (25)[2.5]   | 
|        | 3 | .1          |  | Registrants Amended and Restated
    Certificate of Incorporation.                                                                                                                                                                                                                                                                                                     |  |  | (6)[3.1]    | 
|        | 3 | .1.1        |  | Registrants Certificate of Retirement of
    Preferred Stock dated January 7, 2003                                                                                                                                                                                                                                                                                     |  |  | (20)[3.1.1] | 
|        | 3 | .1.2        |  | Registrants Certificate of Retirement of
    Preferred Stock dated February 4, 2003                                                                                                                                                                                                                                                                                    |  |  | (20)[3.1.2] | 
|        | 3 | .1.3        |  | Registrants Certificate of Amendment of
    Certificate of Incorporation                                                                                                                                                                                                                                                                                               |  |  | (25)[3.1.3] | 
|        | 3 | .1.4        |  | Registrants Certificate of Retirement of
    Preferred Stock dated November 30, 2003                                                                                                                                                                                                                                                                                   |  |  | (26)[3.1.4] | 
|        | 3 | .1.5        |  | Registrants Certificate of Retirement of
    Preferred Stock dated December 31, 2003                                                                                                                                                                                                                                                                                   |  |  | (26)[3.1.5] | 
|        | 3 | .2          |  | Registrants Amended and Restated By-laws                                                                                                                                                                                                                                                                                                                               |  |  | (28)[3]     | 
|        | 4 | .1          |  | Amended, Restated, and Consolidated Revolving
    Credit and Term Loan Agreement dated as of January 18,
    2000 among Dobson Operating Co., L.L.C., Banc of America
    Securities, LLC, Bank of America, N.A., Lehman Commercial Paper
    Inc. and TD Securities (USA) Inc., and First Union National
    Bank and PNC Bank, National Association, and the Lenders. |  |  | (6)[4.6]    | 
|        | 4 | .1.1        |  | Amendment, Waiver and Consent to the Dobson
    Operating Co., L.L.C., Credit Agreement dated as of
    June 19, 2000 among Dobson Operating Co., L.L.C., as
    Borrower, Bank of America, N.A., as Administrative Agent,
    Required Lenders and Guarantors                                                                                                          |  |  | (7)[10.2]   | 

29



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|        |    |             |  |                                                                                                                                                                                                                                                                                                                                     |  |  |              | 
|------- | -- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------ | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                                                                                                                          
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                                                                                                                             
|        |    |             |  |                                                                                                                                                                                                                                                                                                                                    
|        | 4  | .1.2        |  | Amendment and Consent dated November 24,
    2000 to Amended, Restated and Consolidated Revolving Credit and
    Term Loan Agreement                                                                                                                                                                                                |  |  | (10)[4.3.2]  | 
|        | 4  | .1.3        |  | Amendment and Consent dated May 4, 2001 to
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                      |  |  | (14)[4.1.3]  | 
|        | 4  | .1.4        |  | Amendment dated August 1, 2001 to Amended,
    Restated and Consolidated Revolving Credit and Term Loan
    Agreement                                                                                                                                                                                                               |  |  | (14)[4.1.4]  | 
|        | 4  | .1.5        |  | Amendment dated January 23, 2002 to the
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                         |  |  | (14)[4.1.5]  | 
|        | 4  | .1.6        |  | Second Amended, Restated and Consolidated
    Revolving Credit Agreement among Dobson Operating Co., LLC, as
    Borrower, the Lenders party thereto, as Lenders, and Lehman
    Commercial Paper, Inc., as Administrative Agent, dated
    September 26, 2003                                                                      |  |  | (23)[4.1.6]  | 
|        | 4  | .2          |  | Indenture dated December 23, 1998 between
    Dobson/ Sygnet Communications Company, as Issuer, and United
    States Trust Company of New York, as Trustee.                                                                                                                                                                        |  |  | (2)[4.1]     | 
|        | 4  | .2.1        |  | Supplemental Indenture dated October 23,
    2003 by and between Dobson/ Sygnet Communications Company and
    The Bank of New York, as Successor to The United States
    Trust Company of New York, as Trustee                                                                                                                    |  |  | (24)[4.2.1]  | 
|        | 4  | .3          |  | Form of Common Stock Certificate.                                                                                                                                                                                                                                                                                                   |  |  | (6)[4.16]    | 
|        | 4  | .4          |  | Indenture dated June 22, 2000 by the
    Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                     |  |  | (7)[4]       | 
|        | 4  | .5          |  | Senior Debt Indenture dated as of July 18,
    2001, between the Registrant and The Bank of New York, as
    Trustee                                                                                                                                                                                                                |  |  | (11)[4.2]    | 
|        | 4  | .6.1        |  | Subordinated Debt Indenture dated as of
    July 18, 2001 between the Registrant and The Bank of
    New York, as Trustee                                                                                                                                                                                                           |  |  | (11)[4.3]    | 
|        | 4  | .6.2        |  | Certificate of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                     |  |  | (11)[4.4]    | 
|        | 4  | .7          |  | Declaration of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                     |  |  | (11)[4.5]    | 
|        | 4  | .8          |  | Indenture dated as February 28, 1997 between
    the Registrant and United States Trust Company of New York,
    as Trustee                                                                                                                                                                                                         |  |  | (4)[4.6]     | 
|        | 4  | .9          |  | Credit agreement among the Agents and Lenders
    named therein and Sygnet Wireless Inc. (f/k/a Dobson/ Sygnet
    Operating Company) dated December 22, 1998                                                                                                                                                                       |  |  | (3)[4.4]     | 
|        | 4  | .10         |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, Optional and Other Special Rights of
    the Registrants Series F Convertible Preferred Stock                                                                                                                                                      |  |  | (22)[4.12]   | 
|        | 4  | .10.1       |  | Certificate of Correction of Certificate of
    Designation of Series F Convertible Preferred Stock                                                                                                                                                                                                                                 |  |  | (22)[4.12.1] | 
|        | 4  | .11         |  | Indenture dated August 8, 2003 between ACC
    Escrow Corp. and Bank of Oklahoma, National Association, as
    Trustee                                                                                                                                                                                                              |  |  | (22)[4.13]   | 
|        | 4  | .11.1       |  | First Supplemental Indenture dated
    August 19, 2003 between American Cellular Corporation,
    certain Guarantors and Bank of Oklahoma, National Association,
    as Trustee                                                                                                                                                     |  |  | (22)[4.13.1] | 
|        | 4  | .12         |  | First Supplemental Indenture dated
    August 19, 2003 with reference to Indenture dated
    March 14, 2001, between American Cellular Corporation, ACC
    Acquisition LLC, Subsidiary Guarantors and Bank of Oklahoma,
    related to the issuance by American Cellular Corporation of its
    9 1/2% Subordinated Notes due 2009 |  |  | (22)[4.14]   | 
|        | 4  | .13         |  | 8 7/8% Senior Note Indenture dated
    as of September 26, 2003 by Dobson Communications
    Corporation and Bank of Oklahoma, National Association, as
    Trustee                                                                                                                                                                 |  |  | (23)[4.14]   | 
|        | 10 | .1          |  | Registrants 2002 Employee Stock Purchase
    Plan                                                                                                                                                                                                                                                                                  |  |  | (16)[10.1]   | 

30



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|        |    |             |  |                                                                                                                                                                                                                 |  |  |               | 
|------- | -- | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------- | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                      
|Numbers |    | Description |  | Filing                                                                                                                                                                                                         
|        |    |             |  |                                                                                                                                                                                                                
|        | 10 | .1.1*       |  | Registrants 1996 Stock Option Plan, as
    amended.                                                                                                                                                            |  |  | (3)[10.1.1]   | 
|        | 10 | .1.2*       |  | 2000-1 Amendment to the DCC 1996 Stock Option
    Plan.                                                                                                                                                         |  |  | (6)[10.1.3]   | 
|        | 10 | .1.3*       |  | Dobson Communications Corporation 2000 Stock
    Incentive Plan.                                                                                                                                                |  |  | (6)[10.1.4]   | 
|        | 10 | .2*         |  | Registrants 2002 Stock Incentive Plan                                                                                                                                                                          |  |  | (16)[10.2]    | 
|        | 10 | .3.1*       |  | Letter dated June 3, 1996 from Registrant to
    Bruce R. Knooihuizen describing employment arrangement.                                                                                                        |  |  | (4)[10.3.2]   | 
|        | 10 | .3.2*       |  | Letter dated October 15, 1996 from Fleet
    Equity Partners to Justin L. Jaschke regarding director
    compensation.                                                                                          |  |  | (4)[10.3.3]   | 
|        | 10 | .3.3*       |  | Letter dated October 28, 1997 from
    Registrant to R. Thomas Morgan describing employment arrangement.                                                                                                        |  |  | (1)[10.3.5]   | 
|        | 10 | .3.4*       |  | Letter dated August 25, 1998 from Registrant
    to Richard D. Sewell, Jr. describing employment arrangement.                                                                                                   |  |  | (3)[10.3.6]   | 
|        | 10 | .3.5*       |  | Consulting Agreement dated December 21, 1998
    between Registrant and Albert H. Pharis, Jr.                                                                                                                   |  |  | (3)[10.3.7]   | 
|        | 10 | .3.6*       |  | Consulting Agreement dated August 15, 1998
    between the Registrant and Russell L. Dobson and Addendum
    thereto dated October 1, 1998.                                                                     |  |  | (6)[10.3.8]   | 
|        | 10 | .4          |  | Operating Agreement dated January 16, 1998,
    as amended, between AT&T Wireless Services, Inc. and Dobson
    Cellular Systems, Inc.                                                                          |  |  | (6)[10.4.4]   | 
|        | 10 | .4.1        |  | Second Addendum to Operating Agreement between
    AT&T Wireless Services, Inc. and its Affiliates and Dobson
    Cellular Systems, Inc. and its Affiliates dated May 8, 2002                                   |  |  | (15)[10.5.1]  | 
|        | 10 | .4.2        |  | Fourth Addendum to Operating Agreement between
    AT&T Wireless Services, Inc. and its Affiliates and Dobson
    Cellular Systems, Inc. and its Affiliates dated July 11,
    2003                             |  |  | (21)[10.9.2]  | 
|        | 10 | .5         |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated as
    of November 16, 2001.                                                                      |  |  | (14)[10.6]    | 
|        | 10 | .5.1       |  | Amendment No. 1 to the Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation, dated August 5, 2002.                                                        |  |  | (17)[10.6.1]  | 
|        | 10 | .6          |  | Second Amended and Restated Partnership Agreement
    of Gila River                                                                                                                                             |  |  | (5)[10.8]     | 
|        | 10 | .7          |  | Cellular General Partnership dated
    September 30, 1997 Stockholder and Investor Rights
    Agreement dated January 31, 2000 among the Registrant and
    the Shareholders listed therein (without exhibits). |  |  | (6)[10.7.2.3] | 
|        | 10 | .7.1        |  | Amendment No. 1 to Stockholder and Investor
    rights Agreement among AT&T Wireless Services, Inc., the
    Registrant, and certain other parties                                                              |  |  | (9)[10.4]     | 
|        | 10 | .8         |  | License Agreement dated October 8, 2001
    between Dobson Communications Corporations and H.O. Systems, Inc.                                                                                                   |  |  | (14)[10.9]    | 
|        | 10 | .9*         |  | Form of Dobson Communications Corporation
    Director Indemnification Agreement.                                                                                                                               |  |  | (6)[10.9]     | 
|        | 10 | .10         |  | Second Amended and Restated Limited Liability
    Company Agreement of ACC Acquisition LLC between AT&T
    Wireless JV Co. and Dobson JV Company dated as of
    February 25, 2000.                            |  |  | (8)[10.1]     | 
|        | 10 | .11         |  | Amended and Restated Supplemental Agreement among
    AT&T Wireless, Dobson Communications Corporation, Dobson CC
    Limited Partnership, and other signatories thereto, dated
    February 25, 2000.          |  |  | (8)[10.1.1]   | 
|        | 10 | .12         |  | Amended and Restated Management Agreement between
    Dobson Cellular Systems, Inc. and ACC Acquisition LLC dated as
    of February 25, 2000.                                                                  |  |  | (8)[10.2]     | 
|        | 10 | .12.1       |  | Management Agreement between Dobson Cellular
    Systems, Inc. and American Cellular Corporation effective as of
    August 19, 2003                                                                            |  |  | (22)[10.14.1] | 

31



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|        |    |             |  |                                                                                                                                                                                                                                                                                       |  |  |               | 
|------- | -- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------- | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                                                                            
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                                                                               
|        |    |             |  |                                                                                                                                                                                                                                                                                      
|        | 10 | .13         |  | Amended and Restated Operating Agreement dated
    February 25, 2000 by and between AT&T Wireless
    Services, Inc., on behalf of itself and its Affiliates (as
    defined therein) and ACC Acquisition L.L.C., on behalf of itself
    and its Affiliates (as defined therein).    |  |  | (8)[10.3]     | 
|        | 10 | .13.1       |  | Addendum to Amended and Restated Operating
    Agreement between AT&T Wireless Services, Inc. and its
    Affiliates and ACC Acquisition LLC and its Affiliates dated
    May 8, 2002                                                                                                 |  |  | (15)[10.16.1] | 
|        | 10 | .14         |  | Amended and Restated Operating Agreement dated
    February 25, 2000 by and between Dobson Cellular Systems,
    Inc., on behalf of itself and its Affiliates (as defined
    therein) and ACC Acquisition L.L.C., on behalf of itself and its
    Affiliates (as defined therein).   |  |  | (8)[10.4]     | 
|        | 10 | .15         |  | Asset Purchase Agreement dated October 29,
    2001 by and between Dobson Cellular Systems, Inc., and Cellco
    Partnership, a Delaware general partnership, d/b/a/ Verizon
    Wireless                                                                                             |  |  | (12)[10.22]   | 
|        | 10 | .16         |  | Asset Purchase Agreement dated December 6,
    2001 by and between Dobson Cellular System, Inc., and Cellco
    Partnership, a Delaware general partnership, d/b/a/ Verizon
    Wireless                                                                                              |  |  | (13)[10.1]    | 
|        | 10 | .17        |  | InterCarrier Multi-Standard Roaming Agreement
    effective as of January 25, 2002 between Cingular Wireless,
    LLC, and its affiliates, and Dobson Cellular Systems, Inc., and
    its affiliates.                                                                                 |  |  | (14)[10.23]   | 
|        | 10 | .18         |  | Master Services Agreement between Dobson Cellular
    Systems, Inc. and Convergys Information Management Group Inc.
    dated December 1, 2002.                                                                                                                                       |  |  | (18)[10.24]   | 
|        | 10 | .19         |  | Asset Exchange Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                                                                                                                |  |  | (19)[10.1]    | 
|        | 10 | .20         |  | Transition Services Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                                                                                                           |  |  | (19)[10.2]    | 
|        | 10 | .21         |  | Master Lease Agreement dated as of
    December 23, 2002 between Dobson Cellular Systems, Inc. and
    AT&T Wireless Services, Inc.                                                                                                                                                   |  |  | (19)[10.3]    | 
|        | 10 | .22        |  | Roaming Agreement for GSM/ GPRS between AT&T
    Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated
    July 11, 2003                                                                                                                                                    |  |  | (21)[10.28]   | 
|        | 10 | .23        |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated
    July 11, 2003, as amended                                                                                                                                          |  |  | (21)[10.29]   | 
|        | 10 | .24        |  | Roaming Agreement for GSM/ GPRS between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003                                                                                                                                                    |  |  | (21)[10.30]   | 
|        | 10 | .25        |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003                                                                                                                                                      |  |  | (21)[10.31]   | 
|        | 10 | .26        |  | Second Amended and Restated TDMA Operating
    Agreement between AT&T Wireless Services, Inc. on behalf of
    itself and its affiliates and ACC Acquisition LLC, on behalf of
    itself, American Cellular Corporation and their respective
    affiliates dated July 11, 2003      |  |  | (21)[10.32]   | 
|        | 10 | .27         |  | Tax Allocation Agreement dated August 19,
    2003, between Dobson Communications Corporation and American
    Cellular Corporation                                                                                                                                                   |  |  | (22)[10.33]   | 
|        | 10 | .28         |  | Registration Rights Agreement dated as of
    August 8, 2003 by and between ACC Escrow Corp. as Issuer,
    American Cellular Corporation, certain Guarantors listed on
    Schedule A and Bear, Stearns & Co., Inc. and
    Morgan Stanley & Co. Incorporated, as Initial Purchasers |  |  | (22)[10.34]   | 
|        | 10 | .29         |  | Registration Rights Agreement dated
    August 19, 2003 between Dobson Communications Corporation
    and holders of Class A Common Stock and Series F
    Convertible Preferred Stock                                                                                                |  |  | (22)[10.35]   | 

32



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                 |  |  |             | 
|------- | -- | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                                                      
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                                                         
|        |    |             |  |                                                                                                                                                                                                                                                                
|        | 10 | .30         |  | Registration Rights Agreement between Dobson
    Communications Corporation and Bank of America, N.A. dated as of
    March 15, 2002                                                                                                                            |  |  | (22)[10.36] | 
|        | 10 | .31         |  | Registration Rights Agreement dated
    September 26, 2003 among Dobson Communications Corporation,
    Lehman Brothers, Inc., Morgan Stanley & Co.,
    Incorporated, and Bear, Stearns & Co., Inc.                                                            |  |  | (23)[10.37] | 
|        | 10 | .32         |  | Credit Agreement by and among Dobson Cellular
    Systems, Inc., Dobson Communications Corporation, Dobson
    Operating Co., L.L.C. and Lehman Commercial Paper Inc., as
    Administrative Agent for the Lenders dated October 23, 2003                       |  |  | (24)[10.38] | 
|        | 10 | .32.1       |  | Amendment No. 1 dated March 9, 2004, to
    Credit Agreement by and among Dobson Cellular Systems, Inc.,
    Dobson Operating Co., L.L.C. and Lehman Commercial Paper Inc.,
    as Administrative Agent for the Lenders dated October 23,
    2003.             |  |  | (27)[4]     | 
|        | 10 | .32.2       |  | Amendment No. 2 dated May 7, 2004, to
    Credit Agreement by and among Dobson Cellular Systems, Inc.,
    Dobson Operating Co., L.L.C. and Lehman Commercial Paper Inc.,
    as Administrative Agent for the Lenders dated October 23,
    2003.               |  |  | (29)        | 
|        | 10 | .33         |  | Guarantee and Collateral Agreement by and among
    Dobson Cellular Systems, Inc., Dobson Communications
    Corporation, Dobson Operating Co., L.L.C. and Lehman Commercial
    Paper Inc., as Administrative Agent for the Lenders dated
    October 23, 2003 |  |  | (24)[10.39] | 
|        | 10 | .34         |  | Escrow Agreement dated August 8, 2003 by and
    between ACC Escrow Corp. and Bank of Oklahoma, National
    Association, as trustee and escrow agent                                                                                                           |  |  | (25)[10.40] | 
|        | 10 | .35         |  | Registration Rights Agreement dated as of
    September 26, 2003 by and among Dobson Communications
    Corporation, Lehman Brothers Inc., Morgan Stanley & Co.
    Incorporated and Bear, Stearns & Co. Inc.                                                   |  |  | (25)[10.41] | 
|        | 31 | .1          |  | Rule 13a-14(a) Certification by our Chairman
    and Chief Executive Officer.                                                                                                                                                                                   |  |  | (29)        | 
|        | 31 | .2          |  | Rule 13a-14(a) Certification by our Chief
    Financial Officer.                                                                                                                                                                                                |  |  | (29)        | 
|        | 32 | .1          |  | Section 1350 Certification by our Chairman
    and Chief Executive Officer.                                                                                                                                                                                     |  |  | (29)        | 
|        | 32 | .2          |  | Section 1350 Certification by our Chief
    Financial Officer.                                                                                                                                                                                                  |  |  | (29)        | 



---



| |   |                                                             
| | - | ------------------------------------------------------------
| | * | Management contract or compensatory plan or
    arrangement.



| |   |                                                                              
| | - | -----------------------------------------------------------------------------
| |  | Confidential treatment has been requested for a
    portion of this document.



| |     |                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 1997 as the exhibit number indicated in
    brackets and incorporated by reference herein.                      
|
| | (2) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on January 7, 1999,
    as the exhibit number indicated in brackets and incorporated by
    reference herein.                                 
|
| | (3) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (Registration
    No. 333-71633), as the exhibit number indicated in brackets
    and incorporated by reference herein.                     
|
| | (4) | Filed as an exhibit to the Registrants
    Registration Statement of Form S-4 (Registration
    No. 333-23769), as the exhibit number indicated in brackets
    and incorporated by reference herein.                     
|
| | (5) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on October 15, 1997
    and amended on November 6, 1997, as the exhibit number
    indicated in brackets and incorporated by reference herein.
|
| | (6) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-1 (Registration
    No. 333-90759), as the exhibit number indicated in brackets
    and incorporated by reference herein.                     
|
| | (7) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on July 6, 2000, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                                    

33



---



##### Table of Contents





| |     |                                                                                                                                                                                         
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (8) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on March 9, 2000, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.
|
| | (9) | Filed as an exhibit to the Registrants
    current report on Form 8-K/ A on February 22, 2001 as
    the exhibit number indicated in brackets and incorporated by
    reference herein.



|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2000 as the exhibit number indicated in
    brackets and incorporated by reference herein.        
|    
|(11) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-3 (Registration
    No. 333-64916), as the exhibit number indicated in brackets
    and incorporated by reference herein.       
|    
|(12) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 20, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(13) | Filed as an exhibit to the Registrants
    current report on Form 8-K on December 20, 2001 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                        
|    
|(14) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2001 as the exhibit number indicated in
    brackets and incorporated by reference herein.        
|    
|(15) | Filed as an exhibit to the Registrants
    current report on Form 8-K on May 16, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                             
|    
|(16) | Filed as an exhibit to the Registrants
    current report on Form 8-K on June 14, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                            
|    
|(17) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 20, 2002, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(18) | Filed as an exhibit to the Registrants
    current report on Form 8-K on December 12, 2002, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                       
|    
|(19) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on January 8, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                         
|    
|(20) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2003, as the exhibit number indicated in brackets
    and incorporated by reference herein.    
|    
|(21) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on July 28, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                           
|    
|(22) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on September 18, 2003, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                      
|    
|(23) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on October 2, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                         
|    
|(24) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on October 29, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                        
|    
|(25) | Filed as an exhibit to the Registration Statement
    on Form S-4 (Registration No. 333-110380) as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                    
|    
|(26) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2003, as the exhibit number indicated in
    brackets and incorporated by reference herein.       
|    
|(27) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on March 22, 2004, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                          
|    
|(28) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on April 8, 2004, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                           
|    
|(29) | Filed herewith.                                                                                                                                                                                              

(b) Reports on Form 8-K

The Registrant filed a Current Report on
Form 8-K on January 7, 2004, which reported the
Registrants Investor Conference presentation, under
Item 9. Regulation FD Disclosure.

34



---



##### Table of Contents



The Registrant filed a Current Report on
Form 8-K on February 5, 2004, which reported the
Registrants redemption of all outstanding Dobson/ Sygnet
12.25% Senior Notes, under Item 5. Other Evens
and Required FD Disclosure.

The Registrant filed a Current Report on
Form 8-K on February 18, 2004, which reported the
Registrants Investors Conference date, the
completion of the exchange of Maryland Rural Service Area 2
to Cingular Wireless and the appointed of Mark S Feighner and
Robert A. Schriesheim to serve on the board of directors, under
Item 5. Other Evens and Required FD Disclosure,
and the results of fourth quarter ended December 31, 2003,
under Item 12. Results of Operation and Financial
Condition.

The Registrant filed a Current Report on
Form 8-K on February 26, 2004, which reported the
Registrants consummation of the exchange of its FCC
license and related assets located in Maryland Rural Service
Area 2 to an affiliate of Cingular Wireless Services, Inc.,
under Item 2. Acquisition and Disposition of
Assets.

The Registrant filed a Current Report on
Form 8-K on March 22, 2004, which reported the
Registrants finalization of an amendment to the credit
agreement dated as of October 23, 2003 among the Registrant
and its subsidiaries, Dobson Cellular Systems, Inc, and Dobson
Operating Co., L.L.C., under Item 5. Other Evens
and Required FD Disclosure.

35



---



##### Table of Contents



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.



| |                                  
| | ---------------------------------
| | DOBSON COMMUNICATIONS CORPORATION

Date: May 10, 2004

| |                                 
| | --------------------------------
| | /s/ EVERETT R. DOBSON           
| |                                 
| | Everett R. Dobson               
| | Chairman of the Board, President
| | and Chief Executive Officer     
| | (Principal Executive Officer)   

Date: May 10, 2004

| |                              
| | -----------------------------
| | /s/ BRUCE R. KNOOIHUIZEN     
| |                              
| | Bruce R. Knooihuizen         
| | Executive Vice President and 
| | Chief Financial Officer      
| | (Principal Financial Officer)

36



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##### Table of Contents



INDEX TO EXHIBITS

|        |   |             |  |                                                                                                                                                                                                                                                                                                                                                                         |  |  |             | 
|------- | - | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |   |             |  | Method of                                                                                                                                                                                                                                                                                                                                                              
|Numbers |   | Description |  | Filing                                                                                                                                                                                                                                                                                                                                                                 
|        |   |             |  |                                                                                                                                                                                                                                                                                                                                                                        
|        | 2 | .1          |  | Purchase Agreement dated July 25, 2003 for
    ACC Escrow Corp. and American Cellular Corporation $900,000,000
    10% Series A Senior Notes due 2011                                                                                                                                                                                                                   |  |  | (22)[2.3]   | 
|        | 2 | .2          |  | Purchase Agreement dated September 12, 2003
    for Dobson Communications Corporation $650,000,000
    8 7/8% Senior Notes due 2013                                                                                                                                                                                                                                     |  |  | (25)[2.4]   | 
|        | 2 | .3          |  | Agreement and Plan of Merger of ACC Escrow Corp.
    and American Cellular Corporation                                                                                                                                                                                                                                                                                  |  |  | (25)[2.5]   | 
|        | 3 | .1          |  | Registrants Amended and Restated
    Certificate of Incorporation.                                                                                                                                                                                                                                                                                                     |  |  | (6)[3.1]    | 
|        | 3 | .1.1        |  | Registrants Certificate of Retirement of
    Preferred Stock dated January 7, 2003                                                                                                                                                                                                                                                                                     |  |  | (20)[3.1.1] | 
|        | 3 | .1.2        |  | Registrants Certificate of Retirement of
    Preferred Stock dated February 4, 2003                                                                                                                                                                                                                                                                                    |  |  | (20)[3.1.2] | 
|        | 3 | .1.3        |  | Registrants Certificate of Amendment of
    Certificate of Incorporation                                                                                                                                                                                                                                                                                               |  |  | (25)[3.1.3] | 
|        | 3 | .1.4        |  | Registrants Certificate of Retirement of
    Preferred Stock dated November 30, 2003                                                                                                                                                                                                                                                                                   |  |  | (26)[3.1.4] | 
|        | 3 | .1.5        |  | Registrants Certificate of Retirement of
    Preferred Stock dated December 31, 2003                                                                                                                                                                                                                                                                                   |  |  | (26)[3.1.5] | 
|        | 3 | .2          |  | Registrants Amended and Restated By-laws                                                                                                                                                                                                                                                                                                                               |  |  | (28)[3]     | 
|        | 4 | .1          |  | Amended, Restated, and Consolidated Revolving
    Credit and Term Loan Agreement dated as of January 18,
    2000 among Dobson Operating Co., L.L.C., Banc of America
    Securities, LLC, Bank of America, N.A., Lehman Commercial Paper
    Inc. and TD Securities (USA) Inc., and First Union National
    Bank and PNC Bank, National Association, and the Lenders. |  |  | (6)[4.6]    | 
|        | 4 | .1.1        |  | Amendment, Waiver and Consent to the Dobson
    Operating Co., L.L.C., Credit Agreement dated as of
    June 19, 2000 among Dobson Operating Co., L.L.C., as
    Borrower, Bank of America, N.A., as Administrative Agent,
    Required Lenders and Guarantors                                                                                                          |  |  | (7)[10.2]   | 
|        | 4 | .1.2        |  | Amendment and Consent dated November 24,
    2000 to Amended, Restated and Consolidated Revolving Credit and
    Term Loan Agreement                                                                                                                                                                                                                                    |  |  | (10)[4.3.2] | 
|        | 4 | .1.3        |  | Amendment and Consent dated May 4, 2001 to
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                          |  |  | (14)[4.1.3] | 
|        | 4 | .1.4        |  | Amendment dated August 1, 2001 to Amended,
    Restated and Consolidated Revolving Credit and Term Loan
    Agreement                                                                                                                                                                                                                                                   |  |  | (14)[4.1.4] | 
|        | 4 | .1.5        |  | Amendment dated January 23, 2002 to the
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                             |  |  | (14)[4.1.5] | 
|        | 4 | .1.6        |  | Second Amended, Restated and Consolidated
    Revolving Credit Agreement among Dobson Operating Co., LLC, as
    Borrower, the Lenders party thereto, as Lenders, and Lehman
    Commercial Paper, Inc., as Administrative Agent, dated
    September 26, 2003                                                                                                          |  |  | (23)[4.1.6] | 
|        | 4 | .2          |  | Indenture dated December 23, 1998 between
    Dobson/ Sygnet Communications Company, as Issuer, and United
    States Trust Company of New York, as Trustee.                                                                                                                                                                                                            |  |  | (2)[4.1]    | 
|        | 4 | .2.1        |  | Supplemental Indenture dated October 23,
    2003 by and between Dobson/ Sygnet Communications Company and
    The Bank of New York, as Successor to The United States
    Trust Company of New York, as Trustee                                                                                                                                                        |  |  | (24)[4.2.1] | 
|        | 4 | .3          |  | Form of Common Stock Certificate.                                                                                                                                                                                                                                                                                                                                       |  |  | (6)[4.16]   | 
|        | 4 | .4          |  | Indenture dated June 22, 2000 by the
    Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                                         |  |  | (7)[4]      | 
|        | 4 | .5          |  | Senior Debt Indenture dated as of July 18,
    2001, between the Registrant and The Bank of New York, as
    Trustee                                                                                                                                                                                                                                                    |  |  | (11)[4.2]   | 
|        | 4 | .6.1        |  | Subordinated Debt Indenture dated as of
    July 18, 2001 between the Registrant and The Bank of
    New York, as Trustee                                                                                                                                                                                                                                               |  |  | (11)[4.3]   | 
|        | 4 | .6.2        |  | Certificate of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                         |  |  | (11)[4.4]   | 



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                                                                                     |  |  |              | 
|------- | -- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------ | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                                                                                                                          
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                                                                                                                             
|        |    |             |  |                                                                                                                                                                                                                                                                                                                                    
|        | 4  | .7          |  | Declaration of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                     |  |  | (11)[4.5]    | 
|        | 4  | .8          |  | Indenture dated as February 28, 1997 between
    the Registrant and United States Trust Company of New York,
    as Trustee                                                                                                                                                                                                         |  |  | (4)[4.6]     | 
|        | 4  | .9          |  | Credit agreement among the Agents and Lenders
    named therein and Sygnet Wireless Inc. (f/k/a Dobson/ Sygnet
    Operating Company) dated December 22, 1998                                                                                                                                                                       |  |  | (3)[4.4]     | 
|        | 4  | .10         |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, Optional and Other Special Rights of
    the Registrants Series F Convertible Preferred Stock                                                                                                                                                      |  |  | (22)[4.12]   | 
|        | 4  | .10.1       |  | Certificate of Correction of Certificate of
    Designation of Series F Convertible Preferred Stock                                                                                                                                                                                                                                 |  |  | (22)[4.12.1] | 
|        | 4  | .11         |  | Indenture dated August 8, 2003 between ACC
    Escrow Corp. and Bank of Oklahoma, National Association, as
    Trustee                                                                                                                                                                                                              |  |  | (22)[4.13]   | 
|        | 4  | .11.1       |  | First Supplemental Indenture dated
    August 19, 2003 between American Cellular Corporation,
    certain Guarantors and Bank of Oklahoma, National Association,
    as Trustee                                                                                                                                                     |  |  | (22)[4.13.1] | 
|        | 4  | .12         |  | First Supplemental Indenture dated
    August 19, 2003 with reference to Indenture dated
    March 14, 2001, between American Cellular Corporation, ACC
    Acquisition LLC, Subsidiary Guarantors and Bank of Oklahoma,
    related to the issuance by American Cellular Corporation of its
    9 1/2% Subordinated Notes due 2009 |  |  | (22)[4.14]   | 
|        | 4  | .13         |  | 8 7/8% Senior Note Indenture dated
    as of September 26, 2003 by Dobson Communications
    Corporation and Bank of Oklahoma, National Association, as
    Trustee                                                                                                                                                                 |  |  | (23)[4.14]   | 
|        | 10 | .1          |  | Registrants 2002 Employee Stock Purchase
    Plan                                                                                                                                                                                                                                                                                  |  |  | (16)[10.1]   | 
|        | 10 | .1.1*       |  | Registrants 1996 Stock Option Plan, as
    amended.                                                                                                                                                                                                                                                                                |  |  | (3)[10.1.1]  | 
|        | 10 | .1.2*       |  | 2000-1 Amendment to the DCC 1996 Stock Option
    Plan.                                                                                                                                                                                                                                                                             |  |  | (6)[10.1.3]  | 
|        | 10 | .1.3*       |  | Dobson Communications Corporation 2000 Stock
    Incentive Plan.                                                                                                                                                                                                                                                                    |  |  | (6)[10.1.4]  | 
|        | 10 | .2*         |  | Registrants 2002 Stock Incentive Plan                                                                                                                                                                                                                                                                                              |  |  | (16)[10.2]   | 
|        | 10 | .3.1*       |  | Letter dated June 3, 1996 from Registrant to
    Bruce R. Knooihuizen describing employment arrangement.                                                                                                                                                                                                                            |  |  | (4)[10.3.2]  | 
|        | 10 | .3.2*       |  | Letter dated October 15, 1996 from Fleet
    Equity Partners to Justin L. Jaschke regarding director
    compensation.                                                                                                                                                                                                              |  |  | (4)[10.3.3]  | 
|        | 10 | .3.3*       |  | Letter dated October 28, 1997 from
    Registrant to R. Thomas Morgan describing employment arrangement.                                                                                                                                                                                                                            |  |  | (1)[10.3.5]  | 
|        | 10 | .3.4*       |  | Letter dated August 25, 1998 from Registrant
    to Richard D. Sewell, Jr. describing employment arrangement.                                                                                                                                                                                                                       |  |  | (3)[10.3.6]  | 
|        | 10 | .3.5*       |  | Consulting Agreement dated December 21, 1998
    between Registrant and Albert H. Pharis, Jr.                                                                                                                                                                                                                                       |  |  | (3)[10.3.7]  | 
|        | 10 | .3.6*       |  | Consulting Agreement dated August 15, 1998
    between the Registrant and Russell L. Dobson and Addendum
    thereto dated October 1, 1998.                                                                                                                                                                                         |  |  | (6)[10.3.8]  | 
|        | 10 | .4          |  | Operating Agreement dated January 16, 1998,
    as amended, between AT&T Wireless Services, Inc. and Dobson
    Cellular Systems, Inc.                                                                                                                                                                                              |  |  | (6)[10.4.4]  | 
|        | 10 | .4.1        |  | Second Addendum to Operating Agreement between
    AT&T Wireless Services, Inc. and its Affiliates and Dobson
    Cellular Systems, Inc. and its Affiliates dated May 8, 2002                                                                                                                                                       |  |  | (15)[10.5.1] | 
|        | 10 | .4.2        |  | Fourth Addendum to Operating Agreement between
    AT&T Wireless Services, Inc. and its Affiliates and Dobson
    Cellular Systems, Inc. and its Affiliates dated July 11,
    2003                                                                                                                                                 |  |  | (21)[10.9.2] | 
|        | 10 | .5         |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated as
    of November 16, 2001.                                                                                                                                                                                          |  |  | (14)[10.6]   | 



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                                     |  |  |               | 
|------- | -- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------- | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                                                                          
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                                                                             
|        |    |             |  |                                                                                                                                                                                                                                                                                    
|        | 10 | .5.1       |  | Amendment No. 1 to the Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation, dated August 5, 2002.                                                                                                                            |  |  | (17)[10.6.1]  | 
|        | 10 | .6          |  | Second Amended and Restated Partnership Agreement
    of Gila River                                                                                                                                                                                                                 |  |  | (5)[10.8]     | 
|        | 10 | .7          |  | Cellular General Partnership dated
    September 30, 1997 Stockholder and Investor Rights
    Agreement dated January 31, 2000 among the Registrant and
    the Shareholders listed therein (without exhibits).                                                                     |  |  | (6)[10.7.2.3] | 
|        | 10 | .7.1        |  | Amendment No. 1 to Stockholder and Investor
    rights Agreement among AT&T Wireless Services, Inc., the
    Registrant, and certain other parties                                                                                                                                  |  |  | (9)[10.4]     | 
|        | 10 | .8         |  | License Agreement dated October 8, 2001
    between Dobson Communications Corporations and H.O. Systems, Inc.                                                                                                                                                                       |  |  | (14)[10.9]    | 
|        | 10 | .9*         |  | Form of Dobson Communications Corporation
    Director Indemnification Agreement.                                                                                                                                                                                                   |  |  | (6)[10.9]     | 
|        | 10 | .10         |  | Second Amended and Restated Limited Liability
    Company Agreement of ACC Acquisition LLC between AT&T
    Wireless JV Co. and Dobson JV Company dated as of
    February 25, 2000.                                                                                                |  |  | (8)[10.1]     | 
|        | 10 | .11         |  | Amended and Restated Supplemental Agreement among
    AT&T Wireless, Dobson Communications Corporation, Dobson CC
    Limited Partnership, and other signatories thereto, dated
    February 25, 2000.                                                                              |  |  | (8)[10.1.1]   | 
|        | 10 | .12         |  | Amended and Restated Management Agreement between
    Dobson Cellular Systems, Inc. and ACC Acquisition LLC dated as
    of February 25, 2000.                                                                                                                                      |  |  | (8)[10.2]     | 
|        | 10 | .12.1       |  | Management Agreement between Dobson Cellular
    Systems, Inc. and American Cellular Corporation effective as of
    August 19, 2003                                                                                                                                                |  |  | (22)[10.14.1] | 
|        | 10 | .13         |  | Amended and Restated Operating Agreement dated
    February 25, 2000 by and between AT&T Wireless
    Services, Inc., on behalf of itself and its Affiliates (as
    defined therein) and ACC Acquisition L.L.C., on behalf of itself
    and its Affiliates (as defined therein).  |  |  | (8)[10.3]     | 
|        | 10 | .13.1       |  | Addendum to Amended and Restated Operating
    Agreement between AT&T Wireless Services, Inc. and its
    Affiliates and ACC Acquisition LLC and its Affiliates dated
    May 8, 2002                                                                                               |  |  | (15)[10.16.1] | 
|        | 10 | .14         |  | Amended and Restated Operating Agreement dated
    February 25, 2000 by and between Dobson Cellular Systems,
    Inc., on behalf of itself and its Affiliates (as defined
    therein) and ACC Acquisition L.L.C., on behalf of itself and its
    Affiliates (as defined therein). |  |  | (8)[10.4]     | 
|        | 10 | .15         |  | Asset Purchase Agreement dated October 29,
    2001 by and between Dobson Cellular Systems, Inc., and Cellco
    Partnership, a Delaware general partnership, d/b/a/ Verizon
    Wireless                                                                                           |  |  | (12)[10.22]   | 
|        | 10 | .16         |  | Asset Purchase Agreement dated December 6,
    2001 by and between Dobson Cellular System, Inc., and Cellco
    Partnership, a Delaware general partnership, d/b/a/ Verizon
    Wireless                                                                                            |  |  | (13)[10.1]    | 
|        | 10 | .17        |  | InterCarrier Multi-Standard Roaming Agreement
    effective as of January 25, 2002 between Cingular Wireless,
    LLC, and its affiliates, and Dobson Cellular Systems, Inc., and
    its affiliates.                                                                               |  |  | (14)[10.23]   | 
|        | 10 | .18         |  | Master Services Agreement between Dobson Cellular
    Systems, Inc. and Convergys Information Management Group Inc.
    dated December 1, 2002.                                                                                                                                     |  |  | (18)[10.24]   | 
|        | 10 | .19         |  | Asset Exchange Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                                                                                                              |  |  | (19)[10.1]    | 
|        | 10 | .20         |  | Transition Services Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                                                                                                         |  |  | (19)[10.2]    | 
|        | 10 | .21         |  | Master Lease Agreement dated as of
    December 23, 2002 between Dobson Cellular Systems, Inc. and
    AT&T Wireless Services, Inc.                                                                                                                                                 |  |  | (19)[10.3]    | 
|        | 10 | .22        |  | Roaming Agreement for GSM/ GPRS between AT&T
    Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated
    July 11, 2003                                                                                                                                                  |  |  | (21)[10.28]   | 



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                                       |  |  |             | 
|------- | -- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                                                                            
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                                                                               
|        |    |             |  |                                                                                                                                                                                                                                                                                      
|        | 10 | .23        |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated
    July 11, 2003, as amended                                                                                                                                          |  |  | (21)[10.29] | 
|        | 10 | .24        |  | Roaming Agreement for GSM/ GPRS between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003                                                                                                                                                    |  |  | (21)[10.30] | 
|        | 10 | .25        |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003                                                                                                                                                      |  |  | (21)[10.31] | 
|        | 10 | .26        |  | Second Amended and Restated TDMA Operating
    Agreement between AT&T Wireless Services, Inc. on behalf of
    itself and its affiliates and ACC Acquisition LLC, on behalf of
    itself, American Cellular Corporation and their respective
    affiliates dated July 11, 2003      |  |  | (21)[10.32] | 
|        | 10 | .27         |  | Tax Allocation Agreement dated August 19,
    2003, between Dobson Communications Corporation and American
    Cellular Corporation                                                                                                                                                   |  |  | (22)[10.33] | 
|        | 10 | .28         |  | Registration Rights Agreement dated as of
    August 8, 2003 by and between ACC Escrow Corp. as Issuer,
    American Cellular Corporation, certain Guarantors listed on
    Schedule A and Bear, Stearns & Co., Inc. and
    Morgan Stanley & Co. Incorporated, as Initial Purchasers |  |  | (22)[10.34] | 
|        | 10 | .29         |  | Registration Rights Agreement dated
    August 19, 2003 between Dobson Communications Corporation
    and holders of Class A Common Stock and Series F
    Convertible Preferred Stock                                                                                                |  |  | (22)[10.35] | 
|        | 10 | .30         |  | Registration Rights Agreement between Dobson
    Communications Corporation and Bank of America, N.A. dated as of
    March 15, 2002                                                                                                                                                  |  |  | (22)[10.36] | 
|        | 10 | .31         |  | Registration Rights Agreement dated
    September 26, 2003 among Dobson Communications Corporation,
    Lehman Brothers, Inc., Morgan Stanley & Co.,
    Incorporated, and Bear, Stearns & Co., Inc.                                                                                  |  |  | (23)[10.37] | 
|        | 10 | .32         |  | Credit Agreement by and among Dobson Cellular
    Systems, Inc., Dobson Communications Corporation, Dobson
    Operating Co., L.L.C. and Lehman Commercial Paper Inc., as
    Administrative Agent for the Lenders dated October 23, 2003                                             |  |  | (24)[10.38] | 
|        | 10 | .32.1       |  | Amendment No. 1 dated March 9, 2004, to
    Credit Agreement by and among Dobson Cellular Systems, Inc.,
    Dobson Operating Co., L.L.C. and Lehman Commercial Paper Inc.,
    as Administrative Agent for the Lenders dated October 23,
    2003.                                   |  |  | (27)[4]     | 
|        | 10 | .32.2       |  | Amendment No. 2 dated May 7, 2004, to
    Credit Agreement by and among Dobson Cellular Systems, Inc.,
    Dobson Operating Co., L.L.C. and Lehman Commercial Paper Inc.,
    as Administrative Agent for the Lenders dated October 23,
    2003.                                     |  |  | (29)        | 
|        | 10 | .33         |  | Guarantee and Collateral Agreement by and among
    Dobson Cellular Systems, Inc., Dobson Communications
    Corporation, Dobson Operating Co., L.L.C. and Lehman Commercial
    Paper Inc., as Administrative Agent for the Lenders dated
    October 23, 2003                       |  |  | (24)[10.39] | 
|        | 10 | .34         |  | Escrow Agreement dated August 8, 2003 by and
    between ACC Escrow Corp. and Bank of Oklahoma, National
    Association, as trustee and escrow agent                                                                                                                                 |  |  | (25)[10.40] | 
|        | 10 | .35         |  | Registration Rights Agreement dated as of
    September 26, 2003 by and among Dobson Communications
    Corporation, Lehman Brothers Inc., Morgan Stanley & Co.
    Incorporated and Bear, Stearns & Co. Inc.                                                                         |  |  | (25)[10.41] | 
|        | 31 | .1          |  | Rule 13a-14(a) Certification by our Chairman
    and Chief Executive Officer.                                                                                                                                                                                                         |  |  | (29)        | 
|        | 31 | .2          |  | Rule 13a-14(a) Certification by our Chief
    Financial Officer.                                                                                                                                                                                                                      |  |  | (29)        | 
|        | 32 | .1          |  | Section 1350 Certification by our Chairman
    and Chief Executive Officer.                                                                                                                                                                                                           |  |  | (29)        | 
|        | 32 | .2          |  | Section 1350 Certification by our Chief
    Financial Officer.                                                                                                                                                                                                                        |  |  | (29)        | 



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| |   |                                                             
| | - | ------------------------------------------------------------
| | * | Management contract or compensatory plan or
    arrangement.



| |   |                                                                              
| | - | -----------------------------------------------------------------------------
| |  | Confidential treatment has been requested for a
    portion of this document.



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##### Table of Contents





| |     |                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 1997 as the exhibit number indicated in
    brackets and incorporated by reference herein.                      
|
| | (2) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on January 7, 1999,
    as the exhibit number indicated in brackets and incorporated by
    reference herein.                                 
|
| | (3) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (Registration
    No. 333-71633), as the exhibit number indicated in brackets
    and incorporated by reference herein.                     
|
| | (4) | Filed as an exhibit to the Registrants
    Registration Statement of Form S-4 (Registration
    No. 333-23769), as the exhibit number indicated in brackets
    and incorporated by reference herein.                     
|
| | (5) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on October 15, 1997
    and amended on November 6, 1997, as the exhibit number
    indicated in brackets and incorporated by reference herein.
|
| | (6) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-1 (Registration
    No. 333-90759), as the exhibit number indicated in brackets
    and incorporated by reference herein.                     
|
| | (7) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on July 6, 2000, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                                    
|
| | (8) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on March 9, 2000, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                                   
|
| | (9) | Filed as an exhibit to the Registrants
    current report on Form 8-K/ A on February 22, 2001 as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                                   



|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2000 as the exhibit number indicated in
    brackets and incorporated by reference herein.        
|    
|(11) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-3 (Registration
    No. 333-64916), as the exhibit number indicated in brackets
    and incorporated by reference herein.       
|    
|(12) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 20, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(13) | Filed as an exhibit to the Registrants
    current report on Form 8-K on December 20, 2001 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                        
|    
|(14) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2001 as the exhibit number indicated in
    brackets and incorporated by reference herein.        
|    
|(15) | Filed as an exhibit to the Registrants
    current report on Form 8-K on May 16, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                             
|    
|(16) | Filed as an exhibit to the Registrants
    current report on Form 8-K on June 14, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                            
|    
|(17) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 20, 2002, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(18) | Filed as an exhibit to the Registrants
    current report on Form 8-K on December 12, 2002, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                       
|    
|(19) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on January 8, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                         
|    
|(20) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2003, as the exhibit number indicated in brackets
    and incorporated by reference herein.    
|    
|(21) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on July 28, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                           
|    
|(22) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on September 18, 2003, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                      
|    
|(23) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on October 2, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                         
|    
|(24) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on October 29, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                        



---



##### Table of Contents





|     |                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(25) | Filed as an exhibit to the Registration Statement
    on Form S-4 (Registration No. 333-110380) as the
    exhibit number indicated in brackets and incorporated by
    reference herein.             
|    
|(26) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2003, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(27) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on March 22, 2004, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                   
|    
|(28) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on April 8, 2004, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                    
|    
|(29) | Filed herewith.