##### 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 1934For the quarterly period ended
    September 30, 2006o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For 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

73134(Address of principal executive
    offices)

(Zip
    Code)  (405) 529-8500
 (Registrants telephone
    number, including area code)
      þ o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ




---



##### 



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  INDEX TO
    FORM 10-Q
  ItemNumber



PagePART I.
    FINANCIAL INFORMATION1

Condensed
    Consolidated Financial Statements (Unaudited):Condensed
    Consolidated Balance Sheets as of September 30, 2006 and
    December 31, 2005


2Condensed
    Consolidated Statements of Operations for the Three and Nine
    Months Ended September 30, 2006 and 2005


3Condensed
    Consolidated Statement of Stockholders Equity for the Nine
    Months Ended September 30, 2006


4Condensed
    Consolidated Statements of Cash Flows for the Nine Months Ended
    September 30, 2006 and 2005


5Notes to Condensed
    Consolidated Financial Statements


62

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


243

Quantitative and
    Qualitative Disclosure about Market Risk


384

Controls and
    Procedures


39PART II.
    OTHER INFORMATION1

Legal
    Proceedings


401A

Risk
    Factors


402

Unregistered Sales
    of Equity Securities and Use of Proceeds


403

Defaults Upon
    Senior Securities


404

Submission of
    Matters to a Vote of Security Holders


405

Other
    Information


406

Exhibits


41Rule 13a-14(a) Certification by our Principal Executive OfficerRule 13a-14(a) Certification by our Principal Financial OfficerSection 1350 Certification by our Principal Executive OfficerSection 1350 Certification by our Principal Financial Officer   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  September 30,


December 31,2006


2005(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
212,815,791


$
196,450,044Short-term investments


5,348,957



Accounts receivable, net


129,473,107



125,597,696Inventory


18,464,885



15,876,286Deferred tax assets


7,641,000



9,234,000Prepaid expenses and other


15,362,429



8,215,153Total current assets


389,106,169



355,373,179PROPERTY, PLANT AND EQUIPMENT, net
    (Note 4)


482,647,961



483,790,376OTHER ASSETS:Restricted investments


4,397,000



4,511,414Wireless license acquisition costs


1,848,377,327



1,815,152,364Goodwill


632,068,410



621,317,578Deferred financing costs, net


37,371,658



40,243,593Customer list, net


35,360,283



60,906,029Other non-current assets


21,648,751



4,460,064Total other assets


2,579,223,429



2,546,591,042Total assets

$
3,450,977,559


$
3,385,754,597LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
74,283,121


$
104,728,072Accrued expenses


35,551,619



33,844,904Accrued interest payable


70,067,694



63,686,464Deferred revenue and customer
    deposits


34,694,294



30,067,359Accrued dividends payable


4,692,898



8,126,105Current portion of credit
    facilities and notes payable


1,000,000



Total current liabilities


220,289,626



240,452,904OTHER LIABILITIES:Credit facilities and notes
    payable, net (Note 5)


2,596,540,670



2,469,474,408Deferred tax liabilities


239,763,466



259,025,826Mandatorily redeemable preferred
    stock, net (Note 7)






32,793,153Minority interest


6,576,555



6,761,636Deferred gain on disposition of
    operating assets and other non-current liabilities


59,085,220



61,603,630COMMITMENTS (Note 6)SERIES F CONVERTIBLE PREFERRED
    STOCK (Note 7)


135,695,389



135,695,389STOCKHOLDERS EQUITY:Class A common stock,
    $.001 par value, 325,000,000 shares authorized and
    151,133,046 shares issued at September 30, 2006 and
    149,912,257 shares issued at December 31, 2005


151,133



149,913Convertible Class B common
    stock, $.001 par value, 70,000,000 shares authorized
    and 19,418,021 shares issued at September 30, 2006 and
    December 31, 2005


19,418



19,418Convertible Class C common
    stock, $.001 par value, 4,226 shares authorized and
    zero shares issued at September 30, 2006 and
    December 31, 2005






Convertible Class D common
    stock, $.001 par value, 33,000 shares authorized and
    zero shares issued at September 30, 2006 and
    December 31, 2005






Paid-in capital


1,437,875,898



1,429,048,308Accumulated deficit


(1,245,016,182
)


(1,249,269,988
)Accumulated other comprehensive loss


(3,634
)


Total stockholders equity


193,026,633



179,947,651Total liabilities and
    stockholders equity

$
3,450,977,559


$
3,385,754,597    2




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  Three Months Ended September 30,


Nine Months Ended September 30,2006


2005


2006


2005(Unaudited)


(Unaudited)OPERATING REVENUE:Service revenue

$
232,323,327


$
221,311,700


$
671,678,347


$
643,377,264Roaming revenue


87,364,907



80,429,865



213,188,085



195,009,354Equipment and other revenue


16,681,266



14,077,685



51,161,243



46,856,933Total operating revenue


336,369,500



315,819,250



936,027,675



885,243,551OPERATING EXPENSES:Cost of service (exclusive of
    depreciation and amortization shown separately below)


88,809,660



77,950,356



246,385,337



219,214,521Cost of equipment


33,152,199



32,156,101



102,266,655



96,776,864Marketing and selling


42,154,355



35,535,197



121,273,517



105,484,407General and administrative


47,527,268



50,724,911



141,596,365



144,843,610Depreciation and amortization


47,776,210



49,100,873



146,206,431



151,011,437Gain on disposition of operating
    assets


(1,566,544
)


(1,431,634
)


(4,823,350
)


(2,370,772
)Total operating expenses


257,853,148



244,035,804



752,904,955



714,960,067OPERATING INCOME


78,516,352



71,783,446



183,122,720



170,283,484OTHER (EXPENSE) INCOME:Interest expense


(57,840,548
)


(62,456,244
)


(172,661,312
)


(184,456,663
)Loss from extinguishment of debt
    (Note 5)










(12,717,192
)


Loss on redemption and repurchases
    of mandatorily redeemable preferred stock






(66,383,027
)


(1,482,262
)


(66,383,027
)Dividends on mandatorily
    redeemable preferred stock (Note 7)






(5,463,605
)


(709,574
)


(21,391,020
)Other income, net


1,810,449



2,632,114



5,345,527



2,610,325INCOME (LOSS) BEFORE MINORITY
    INTERESTS IN INCOME OF SUBSIDIARIES AND INCOME TAXES


22,486,253



(59,887,316
)


897,907



(99,336,901
)MINORITY INTERESTS IN INCOME OF
    SUBSIDIARIES


(2,447,032
)


(2,346,648
)


(6,979,557
)


(6,822,681
)INCOME (LOSS) BEFORE INCOME TAXES


20,039,221



(62,233,964
)


(6,081,650
)


(106,159,582
)Income tax benefit (expense)
    (Note 8)


7,938,788



(1,196,820
)


17,120,225



9,442,497NET INCOME (LOSS)


27,978,009



(63,430,784
)


11,038,575



(96,717,085
)Dividends on preferred stock


(2,035,430
)


(2,419,529
)


(6,784,769
)


(6,708,275
)NET INCOME (LOSS) APPLICABLE TO
    COMMON STOCKHOLDERS

$
25,942,579


$
(65,850,313
)

$
4,253,806


$
(103,425,360
)BASIC NET INCOME (LOSS) APPLICABLE
    TO COMMON STOCKHOLDERS PER COMMON SHARE

$
0.15


$
(0.45
)

$
0.03


$
(0.75
)BASIC WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING


170,482,730



146,485,519



169,996,467



138,173,375DILUTED NET INCOME (LOSS)
    APPLICABLE TO COMMON STOCKHOLDERS PER COMMON SHARE

$
0.14


$
(0.45
)

$
0.02


$
(0.75
)DILUTED WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING


203,456,163



146,485,519



173,393,296



138,173,375    3




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS
    EQUITY

For the Nine Months Ended September 30, 2006 Stockholders EquityAccumulatedClass A


Class B








Other


TotalComprehensive


Common Stock


Common Stock


Paid-in


Accumulated


Comprehensive


StockholdersIncome (Loss)


Shares


Amount


Shares


Amount


Capital


Deficit


Loss


Equity(Unaudited)DECEMBER 31, 2005






149,912,257


$
149,913



19,418,021


$
19,418


$
1,429,048,308


$
(1,249,269,988
)

$



$
179,947,651Net income

$
11,038,575























11,038,575







11,038,575Series F preferred stock
    dividends


























(6,784,769
)






(6,784,769
)Unrealized loss on investments


(3,634
)


























(3,634
)


(3,634
)Total comprehensive income

$
11,034,941Share-based compensation






















5,464,142











5,464,142Issuance of common stock






1,220,789



1,220











3,363,448











3,364,668SEPTEMBER 30, 2006






151,133,046


$
151,133



19,418,021


$
19,418


$
1,437,875,898


$
(1,245,016,182
)

$
(3,634
)

$
193,026,633    4




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  Nine Months EndedSeptember 30,2006


2005(Unaudited)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net income (loss)

$
11,038,575


$
(96,717,085
)Adjustments to reconcile net income
    (loss) to net cash provided by operating activities, net of
    effects of acquisitions Depreciation and amortization


146,206,431



151,011,437Amortization of bond discounts and
    deferred financing costs


4,403,274



5,498,473Deferred income taxes


(17,669,360
)


(9,756,171
)Mandatorily redeemable preferred
    stock dividends


709,574



21,391,020Loss on redemption of mandatorily
    redeemable preferred stock


1,482,262



66,383,027Loss from extinguishment of debt


12,717,192



Gain on disposition of operating
    assets


(4,823,350
)


(2,370,772
)Share-based compensation


5,464,142



Other operating activities


7,006,148



6,792,569Changes in current assets and
    liabilities Accounts receivable


(3,875,411
)


(37,700,998
)Inventory


(2,588,599
)


2,320,533Prepaid expenses and other


(6,432,862
)


(7,909,820
)Accounts payable


(30,444,951
)


17,444,539Accrued expenses


7,280,044



(3,612,562
)Deferred revenue and customer
    deposits


4,626,935



554,699Net cash provided by operating
    activities


135,100,044



113,328,889CASH FLOWS FROM INVESTING
    ACTIVITIES:Capital expenditures


(116,540,105
)


(113,238,459
)Purchase of wireless licenses and
    properties


(45,210,501
)


(16,486,012
)Deposit on FCC licenses


(17,000,000
)


Proceeds from the sale of assets


11,829



81,567,573Sales of marketable securities






39,000,000Increase in restricted cash






(294,000,000
)Purchases of short-term investments


(5,352,591
)


Other investing activities


(284,928
)


(1,466,564
)Net cash used in investing
    activities


(184,376,296
)


(304,623,462
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from credit facilities and
    senior notes


362,500,000



300,000,000Redemption of senior notes


(241,989,166
)


Distributions to minority interest
    holders


(7,145,336
)


(6,003,971
)Redemption of mandatorily
    redeemable preferred stock


(41,682,819
)


Preferred stock dividends paid


(4,070,762
)


Exchange offer costs


(47,573
)


(52,673,941
)Deferred financing costs


(5,119,293
)


(6,599,003
)Maturities of restricted investments






6,001,695Issuance of common stock and other
    financing activities


3,196,948



2,468,033Net cash provided by financing
    activities


65,641,999



243,192,813NET INCREASE IN CASH AND CASH
    EQUIVALENTS


16,365,747



51,898,240CASH AND CASH EQUIVALENTS,
    beginning of period


196,450,044



139,884,107CASH AND CASH EQUIVALENTS, end of
    period

$
212,815,791


$
191,782,347SUPPLEMENTAL DISCLOSURES OF CASH
    FLOW INFORMATION:Cash paid for Interest

$
161,631,805


$
181,582,022Income taxes

$
900,703


$
336,075SUPPLEMENTAL DISCLOSURES OF
    NON-CASH FINANCING ACTIVITIES:Stock dividend paid through the
    issuance of preferred stock

$



$
8,577,492Class A common stock issued in
    preferred stock exchange

$



$
203,457,373    5




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Form 10-K
  1.
    Organization      2.
    Share-based
    Compensation     6




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Nine MonthsEnded September 30,2006


2005Expected term (in years)


6



10Weighted average expected
    volatility


124.1
%


132.5
%Expected dividends


0
%


0
%Weighted average risk-free rate


4.7
%


4.1
%       Weighted AverageNumber of


Weighted Average


Remaining Contractual


Aggregate IntrinsicOptions


Exercise Price


Life


Value(1)(In years)Outstanding, beginning of period


11,620,282


$
3.13Granted


1,582,250


$
7.49Exercised


(1,170,616
)

$
2.28Forfeited or expired


(342,849
)

$
3.42Outstanding, end of period


11,689,067


$
3.77



7


$
37,967,322Exercisable, end of period


6,211,992


$
3.25



6


$
23,426,064     (1)
    
    Calculated using the closing stock price of $7.02 on
    September 30, 2006.      Weighted AverageNumber of


Grant DateOptions


Fair ValueNon-vested, beginning of period


6,879,854


$
2.82Granted


1,582,250


$
6.65Vested


(2,642,180
)

$
2.79Forfeited


(342,849
)

$
3.38Non-vested, end of period


5,477,075


$
3.98  7




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2005


2005($ in thousands, except forper share amounts)Net loss applicable to common
    stockholders:As reported

$
(65,850
)

$
(103,425
)Pro forma share-based
    compensation, net of tax


(1,115
)


(3,391
)Pro forma

$
(66,965
)

$
(106,816
)Basic and diluted net loss
    applicable to common stockholders per common share:As reported

$
(0.45
)

$
(0.75
)Pro forma

$
(0.46
)

$
(0.77
)   3.
    Business
    Combinations  Recent
    Acquisitions
       8




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        4.
    Property,
    Plant and Equipment    September 30,


December 31,2006


2005($ in thousands)Gross property, plant and equipment

$
1,203,896


$
1,080,671Accumulated depreciation


(721,248
)


(596,881
)Property, plant and equipment, net

$
482,648


$
483,790  9




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Credit
    Facilities and Notes Payable    September 30,


December 31,2006


2005($ in thousands)DCC senior floating rate notes

$
150,000


$
150,0001.50% DCC senior convertible
    debentures


160,000



160,0008.875% DCC senior notes


419,681



419,6818.375% DCS senior notes


250,000



250,0008.375% DCS series B senior
    notes, including premium of $11.7 million


261,743



DCS floating rate senior notes


15,559



250,0009.875% DCS senior notes


325,000



325,000ACC credit facility


100,000



10.0% ACC senior notes


900,000



900,000Other notes payable, net


15,558



14,794Total credit facilities and notes
    payable

$
2,597,541


$
2,469,475   Redemption
    of Notes
    New
    Notes
  DCS
    Series B First Priority Senior Secured Notes
      Restrictive
    Covenants
    
    incur indebtedness; 10




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    incur or assume liens;
    pay dividends or make other restricted payments;
    impose dividend or other payment restrictions affecting the
    Companys restricted subsidiaries;
    issue and sell capital stock of the Companys 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 and leaseback transactions; and
    merge or consolidate with or transfer substantial assets to
    another entity.    Credit
    Facilities
  DCS
    Senior Secured Credit Facility
          
    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. 11




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   ACC
    Senior Secured Credit Facility
    
    a 5-year
    $50.0 million senior secured revolving credit facility;
    a 7-year
    $100.0 million senior secured multiple draw term loan
    facility; and
    a 7-year
    $100.0 million senior secured delayed draw term loan
    facility.                
    make capital expenditures;
    sell or dispose of assets;
    incur additional debt;
    create liens;
    merge with or acquire other companies;
    pay dividends;
    engage in transactions with affiliates;
    make loans, investments, advances or stock repurchases;
    prepay certain debt;
    amend certain material agreements; and
    undergo a change of control. 12




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Commitments
    and Contingencies  Commitments
    Contingencies
      7.
    Redeemable
    Preferred Stock    Number


Number


Numberof


of


ofShares


Shares


SharesAuthorized


Outstanding


Outstandingat


at


at


Par





LiquidationSeptember


September


December


Value





Preference


Mandatory30,


30,


31,


Per





Per


Redemption


VotingClass

2006


2006


2005


Share


Dividends


Share


Date


RightsSenior Exchangeable










5,154


$
1.00



12.25% Cumulative


$
1,000



Jan. 15, 2008



Non-votingSenior Exchangeable










27,847


$
1.00



13% Cumulative


$
1,000



May 1, 2009



Non-votingSeries F


1,900,000



759,896



759,896


$
1.00



6% Cumulative


$
178.571



Aug. 18, 2016



Non-votingOther


4,100,000



























6,000,000



759,896



792,897   Redemption
    of Senior Exchangeable Preferred Stock
   13




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Exchange
    offer
    Dividends
    on Preferred Stock
        8.
    Income
    Taxes    9.
    Earnings
    Per Share   14




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months Ended September 30,


Nine Months Ended September 30,2006


2005


2006


2005($ in thousands, except per share data)Net income (loss) applicable to
    common stockholders

$
25,943


$
(65,850
)

$
4,254


$
(103,425
)Basic net income (loss) applicable
    to common stockholders per common share:Net income (loss)

$
0.16


$
(0.43
)

$
0.07


$
(0.70
)Dividends on preferred stock


(0.01
)


(0.02
)


(0.04
)


(0.05
)Basic net income (loss) applicable
    to common stockholders per common share

$
0.15


$
(0.45
)

$
0.03


$
(0.75
)Basic weighted average common
    shares outstanding


170,482,730



146,485,519



169,996,467



138,173,375Diluted net income (loss)
    applicable to common stockholders

$
28,368


$
(65,850
)

$
4,254


$
(103,425
)Diluted net income (loss)
    applicable to common stockholders per common share:Net income (loss)

$
0.14


$
(0.43
)

$
0.06


$
(0.70
)Dividends on preferred stock






(0.02
)


(0.04
)


(0.05
)Diluted net income (loss)
    applicable to common stockholders per common share

$
0.14


$
(0.45
)

$
0.02


$
(0.75
)Diluted weighted average common
    shares outstanding


203,456,163



146,485,519



173,393,296



138,173,375   10.
    Supplemental
    Condensed Consolidating Financial Information   15




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of September 30, 2006
  Non-GuarantorDCS


ACC


Subsidiaries


Parent


Eliminations


Consolidated($ in thousands)(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
69,562


$
114,127


$
24,079


$
5,048


$



$
212,816Short-term investments


1,965











3,384







5,349Accounts receivable, net


77,650



51,807



16











129,473Inventory


14,475



3,990















18,465Prepaid expenses and other


17,000



5,973



30











23,003Total current assets


180,652



175,897



24,125



8,432







389,106PROPERTY, PLANT AND EQUIPMENT, net


322,437



160,211















482,648OTHER ASSETS:Net intercompany receivable
    (payable)


21,874



2,390



55,312



687,590



(767,166
)


Restricted investments


4,375



22















4,397Wireless license acquisition costs


1,127,303



706,986



9,676



4,412







1,848,377Goodwill


47,101



583,826







1,142







632,069Deferred financing costs, net


11,082



13,651







12,639







37,372Customer list, net


12,610



22,750















35,360Other non-current assets


26,003



18,366



1,280



1,624,373



(1,648,373
)


21,649Total other assets


1,250,348



1,347,991



66,268



2,330,156



(2,415,539
)


2,579,224Total assets

$
1,753,437


$
1,684,099


$
90,393


$
2,338,588


$
(2,415,539
)

$
3,450,978LIABILITIES AND
    STOCKHOLDERS (DEFICIT) EQUITYCURRENT LIABILITIES:Accounts payable

$
52,881


$
21,402


$



$



$



$
74,283Accrued expenses


27,363



8,302



(97
)


(16
)






35,552Accrued interest payable


31,089



15,987







22,992







70,068Deferred revenue and customer
    deposits


17,871



14,255



2,568











34,694Accrued dividends payable














4,693







4,693Current portion of credit
    facilities and notes payable






1,000















1,000Total current liabilities


129,204



60,946



2,471



27,669







220,290OTHER LIABILITIES:Credit facilities and notes
    payable, net


1,619,468



1,014,558







729,681



(767,166
)


2,596,541Deferred tax liabilities


169,544



154,969



1,411



(86,161
)






239,763Deferred gain on disposition of
    operating assets and other non- current liabilities


36,382



29,281















65,663SERIES F CONVERTIBLE PREFERRED
    STOCK














135,695







135,695STOCKHOLDERS
    (DEFICIT) EQUITY


(201,161
)


424,345



86,511



1,531,704



(1,648,373
)


193,026Total liabilities and
    stockholders (deficit) equity

$
1,753,437


$
1,684,099


$
90,393


$
2,338,588


$
(2,415,539
)

$
3,450,978  17




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of December 31, 2005
  Non-GuarantorDCS


ACC


Subsidiaries


Parent


Eliminations


Consolidated($ in thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
89,814


$
76,611


$
21,874


$
8,151


$



$
196,450Accounts receivable, net


78,329



47,269















125,598Inventory


10,810



5,066















15,876Prepaid expenses and other


12,572



4,867



10











17,449Total current assets


191,525



133,813



21,884



8,151







355,373PROPERTY, PLANT AND EQUIPMENT, net


325,504



158,286















483,790OTHER ASSETS:Net intercompany receivable
    (payable)


10,447



2,778



55,110



698,831



(767,166
)


Restricted investments


4,489



22















4,511Wireless license acquisition costs


1,119,640



681,424



9,676



4,412







1,815,152Goodwill


45,362



574,813







1,143







621,318Deferred financing costs, net


13,308



13,427







13,509







40,244Customer list, net


19,628



41,278















60,906Other non-current assets


26,450



643



1,368



1,624,373



(1,648,373
)


4,461Total other assets


1,239,324



1,314,385



66,154



2,342,268



(2,415,539
)


2,546,592Total assets

$
1,756,353


$
1,606,484


$
88,038


$
2,350,419


$
(2,415,539
)

$
3,385,755LIABILITIES AND
    STOCKHOLDERS (DEFICIT) EQUITYCURRENT LIABILITIES:Accounts payable

$
86,652


$
18,076


$



$



$



$
104,728Accrued expenses


24,242



9,711



(81
)


(27
)






33,845Accrued interest payable


12,591



37,863







13,233







63,687Deferred revenue and customer
    deposits


16,176



12,680



1,211











30,067Accrued dividends payable














8,126







8,126Total current liabilities


139,661



78,330



1,130



21,332







240,453OTHER LIABILITIES:Credit facilities and notes
    payable, net


1,592,166



914,794







729,681



(767,166
)


2,469,475Deferred tax liabilities


182,574



157,685



1,043



(82,276
)






259,026Mandatorily redeemable preferred
    stock, net














32,793







32,793Deferred gain on disposition of
    operating assets and other non-current liabilities


37,622



30,743















68,365SERIES F CONVERTIBLE PREFERRED
    STOCK














135,695







135,695STOCKHOLDERS
    (DEFICIT) EQUITY


(195,670
)


424,932



85,865



1,513,194



(1,648,373
)


179,948Total liabilities and
    stockholders (deficit) equity

$
1,756,353


$
1,606,484


$
88,038


$
2,350,419


$
(2,415,539
)

$
3,385,755  18




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS
    For the Nine Months Ended September 30, 2006
  Non-GuarantorDCS


ACC


Subsidiaries


Parent


Eliminations


Consolidated($ in thousands)(Unaudited)OPERATING REVENUE:Service revenue

$
403,072


$
268,607


$



$



$



$
671,679Roaming revenue


121,214



91,974















213,188Equipment and other revenue


44,456



17,511











(10,806
)


51,161Total operating revenue


568,742



378,092











(10,806
)


936,028OPERATING EXPENSES:Cost of service (exclusive of
    depreciation and amortization shown separately below)


155,702



96,252











(5,569
)


246,385Cost of equipment


63,645



38,622















102,267Marketing and selling


72,401



49,260



(387
)










121,274General and administrative


82,977



63,836



20







(5,237
)


141,596Depreciation and amortization


85,331



60,745



130











146,206Gain on disposition of operating
    assets


(2,622
)


(2,201
)














(4,823
)Total operating expenses


457,434



306,514



(237
)






(10,806
)


752,905OPERATING INCOME


111,308



71,578



237











183,123OTHER (EXPENSE) INCOME:Interest expense


(115,228
)


(72,104
)






(41,476
)


56,147



(172,661
)Loss from extinguishment of debt


(12,549
)










(168
)






(12,717
)Loss on redemption of mandatorily
    redeemable preferred stock














(1,482
)






(1,482
)Dividends on mandatorily
    redeemable preferred stock














(709
)






(709
)Other income (expense), net


5,631



(1,333
)


778



56,416



(56,147
)


5,345(LOSS) INCOME BEFORE MINORITY
    INTERESTS IN INCOME OF SUBSIDIARIES AND INCOME TAXES


(10,838
)


(1,859
)


1,015



12,581







899MINORITY INTERESTS IN INCOME OF
    SUBSIDIARIES


(6,980
)


















(6,980
)(LOSS) INCOME BEFORE INCOME TAXES


(17,818
)


(1,859
)


1,015



12,581







(6,081
)Income tax benefit (expense)


12,331



1,273



(368
)


3,884







17,120NET (LOSS) INCOME

$
(5,487
)

$
(586
)

$
647


$
16,465


$



$
11,039  19




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS
    For the Nine Months Ended September 30, 2005
  Non-GuarantorDCS


ACC


Subsidiaries


Parent


Eliminations


Consolidated($ in thousands)(Unaudited)OPERATING REVENUE:Service revenue

$
373,257


$
270,120


$



$



$



$
643,377Roaming revenue


111,667



83,342















195,009Equipment and other revenue


40,151



15,741











(9,035
)


46,857Total operating revenue


525,075



369,203











(9,035
)


885,243OPERATING EXPENSES:Cost of service (exclusive of
    depreciation and amortization shown separately below)


135,728



87,381











(3,895
)


219,214Cost of equipment


58,902



37,875















96,777Marketing and selling


61,213



44,271















105,484General and administrative


83,254



66,715



15







(5,140
)


144,844Depreciation and amortization


88,238



62,774















151,012Gain on disposition of operating
    assets


(783
)


(1,588
)














(2,371
)Total operating expenses


426,552



297,428



15







(9,035
)


714,960OPERATING INCOME (LOSS)


98,523



71,775



(15
)










170,283OTHER (EXPENSE) INCOME:Interest expense


(112,656
)


(71,344
)






(56,604
)


56,147



(184,457
)Loss on redemption of mandatorily
    redeemable preferred stock














(66,383
)






(66,383
)Dividends on mandatorily
    redeemable preferred stock














(21,391
)






(21,391
)Other income (expense), net


5,053



(1,498
)


1,169



54,034



(56,147
)


2,611(LOSS) INCOME BEFORE MINORITY
    INTERESTS IN INCOME OF SUBSIDIARIES AND INCOME TAXES


(9,080
)


(1,067
)


1,154



(90,344
)






(99,337
)MINORITY INTERESTS IN INCOME OF
    SUBSIDIARIES


(6,823
)


















(6,823
)(LOSS) INCOME BEFORE INCOME TAXES


(15,903
)


(1,067
)


1,154



(90,344
)






(106,160
)Income tax benefit (expense)


8,369



835



(438
)


677







9,443NET (LOSS) INCOME

$
(7,534
)

$
(232
)

$
716


$
(89,667
)

$



$
(96,717
)  20




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    For the Nine Months Ended September 30, 2006
  Non-GuarantorDCS


ACC


Subsidiaries


Parent


Eliminations


Consolidated($ in thousands)(Unaudited)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net (loss) income

$
(5,487
)

$
(586
)

$
647


$
16,465


$



$
11,039Adjustments to reconcile net (loss)
    income to net cash provided by operating activities, net of
    effects of acquisitions Depreciation and amortization


85,331



60,745



130











146,206Amortization of bond discounts and
    deferred financing costs


746



2,554







1,103







4,403Deferred income taxes


(12,280
)


(1,873
)


369



(3,885
)






(17,669
)Mandatorily redeemable preferred
    stock dividends














709







709Loss on redemption of mandatorily
    redeemable preferred stock














1,482







1,482Loss from extinguishment of debt


12,549











168







12,717Gain on disposition of operating
    assets


(2,622
)


(2,201
)














(4,823
)Share-based compensation














5,464







5,464Other operating activities


6,971



35















7,006Changes in current assets and
    liabilities Accounts receivable


679



(4,537
)


(17
)










(3,875
)Inventory


(3,664
)


1,076















(2,588
)Prepaid expenses and other


(5,063
)


(1,350
)


(20
)










(6,433
)Accounts payable


(33,771
)


3,326















(30,445
)Accrued expenses


20,212



(23,285
)


(17
)


10,370







7,280Deferred revenue and customer
    deposits


1,695



1,575



1,357











4,627Net cash provided by operating
    activities


65,296



35,479



2,449



31,876







135,100CASH FLOWS FROM INVESTING
    ACTIVITIES:Capital expenditures


(76,510
)


(40,030
)














(116,540
)Purchase of wireless licenses and
    properties


(9,616
)


(35,595
)














(45,211
)Deposit on FCC licenses






(17,000
)














(17,000
)(Increase) decrease in
    receivable-affiliates


(8,433
)


(2,607
)


(202
)


11,242







Purchase of short-term investments


(1,970
)










(3,383
)






(5,353
)Other investing activities


488



(718
)


(42
)










(272
)Net cash (used in) provided by
    investing activities


(96,041
)


(95,950
)


(244
)


7,859







(184,376
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from credit facilities and
    senior notes


262,500



100,000















362,500Repurchases of senior notes


(241,989
)


















(241,989
)Distributions to minority interest
    holders


(7,145
)


















(7,145
)Redemption of mandatorily
    redeemable preferred stock














(41,683
)






(41,683
)Preferred stock dividends paid














(4,071
)






(4,071
)Deferred financing costs


(2,873
)


(2,013
)






(233
)






(5,119
)Issuance of common stock and other
    financing activities














3,149







3,149Net cash provided by (used in)
    financing activities


10,493



97,987







(42,838
)






65,642NET (DECREASE) INCREASE IN CASH AND
    CASH EQUIVALENTS


(20,252
)


37,516



2,205



(3,103
)






16,366CASH AND CASH EQUIVALENTS,
    beginning of period


89,814



76,611



21,874



8,151







196,450CASH AND CASH EQUIVALENTS, end of
    period

$
69,562


$
114,127


$
24,079


$
5,048


$



$
212,816  21




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    For the Nine Months Ended September 30, 2005
  Non-GuarantorDCS


ACC


Subsidiaries


Parent


Eliminations


Consolidated($ in thousands)(Unaudited)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net (loss) income

$
(7,534
)

$
(232
)

$
716


$
(89,667
)

$



$
(96,717
)Adjustments to reconcile net (loss)
    income to net cash provided by operating activities, net of
    effects of acquisitions Depreciation and amortization


88,238



62,774















151,012Amortization of bond discounts and
    deferred financing costs


1,459



2,537







1,502







5,498Deferred income taxes


(8,696
)


(821
)


438



(677
)






(9,756
)Mandatorily redeemable preferred
    stock dividends














21,391







21,391Loss on redemption and repurchases
    of mandatorily redeemable preferred stock














66,383







66,383Gain on disposition of operating
    assets


(783
)


(1,588
)














(2,371
)Other operating activities


6,787



6















6,793Changes in current assets and
    liabilities Accounts receivable


(25,068
)


(12,633
)














(37,701
)Inventory


1,623



698















2,321Prepaid expenses and other


(7,009
)


(896
)


(5
)










(7,910
)Accounts payable


12,880



4,508







56







17,444Accrued expenses


15,613



(22,234
)


57



2,951







(3,613
)Deferred revenue and customer
    deposits


651



(96
)














555Net cash provided by operating
    activities


78,161



32,023



1,206



1,939







113,329CASH FLOWS FROM INVESTING
    ACTIVITIES:Capital expenditures


(76,972
)


(36,266
)














(113,238
)Purchase of wireless licenses and
    properties


(1,311
)


(15,175
)














(16,486
)Proceeds from the sale of assets


50,619



30,948















81,567(Increase) decrease in
    receivable-affiliates


(5,630
)


2,981



(50,212
)


52,861







Increase in restricted cash














(294,000
)






(294,000
)Investment in Wireless Investment
    Inc.


(24,000
)






24,000











Sales of marketable securities


39,000



















39,000Other investing activities


(1,178
)


(289
)














(1,467
)Net cash used in investing
    activities


(19,472
)


(17,801
)


(26,212
)


(241,139
)






(304,624
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from credit facilities and
    senior notes














300,000







300,000Distributions to minority interest
    holders


(6,004
)


















(6,004
)Exchange offer financing costs














(52,674
)






(52,674
)Maturities of restricted investments


6,002



















6,002Issuance of common stock and other
    financing activities


(521
)


(27
)






(3,583
)






(4,131
)Net cash (used in) provided by
    financing activities


(523
)


(27
)






243,743







243,193NET INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS


58,166



14,195



(25,006
)


4,543







51,898CASH AND CASH EQUIVALENTS,
    beginning of period


47,427



41,489



48,303



2,665







139,884CASH AND CASH EQUIVALENTS, end of
    period

$
105,593


$
55,684


$
23,297


$
7,208


$



$
191,782  22




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Subsequent
    Event   23




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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 that
    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 December 31, 2005 consolidated
    financial statements included in our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005 and our
    condensed consolidated financial statements and the related
    notes included in Item 1.
  OVERVIEW
      Form 10-Q Form 10-Q
  CRITICAL
    ACCOUNTING POLICIES AND PRACTICES
  Form 10-K
    ACQUISITIONS
    FCC
    Auction 66
    Acquisition
    of Highland Cellular LLC
   24




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##### Table of Contents



Acquisitions
    in Alaska
      Acquisition
    of Texas 15 RSA
      Acquisition
    of Pennsylvania 4 RSA
     25




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##### Table of Contents



RESULTS
    OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED
    SEPTEMBER 30, 2006 AND SEPTEMBER 30, 2005
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005Market population(1)


12,052,700



11,854,000



12,052,700



11,854,000Ending subscribers


1,588,600



1,565,900



1,588,600



1,565,900Market penetration(2)


13.2
%


13.2
%


13.2
%


13.2
%Post-paid and pre-paid gross
    subscriber additions(3)


125,400



106,400



345,700



311,300Gross subscriber additions


139,500



131,400



392,700



384,900Average subscribers


1,575,100



1,577,500



1,556,800



1,588,600Average monthly service revenue
    per subscriber(4)

$
49


$
47


$
48


$
45Average monthly post-paid churn(5)


1.9
%


2.8
%


2.0
%


2.5
%     (1)
    
    Represents the population in our
    licensed areas for the period indicated. The results are based
    upon the 2003 population estimates provided by MapInfo
    Corporation, a location software company, adjusted to exclude
    those portions of our RSAs and metropolitan statistical areas
    not covered by our licenses.(2)
    
    Market penetration is calculated by
    dividing ending subscribers by market population.(3)
    
    Represents our gross subscriber
    additions added during the period, excluding reseller additions.
    We typically do not incur commission and equipment costs or
    receive equipment revenue from reseller additions.(4)
    
    Average monthly service revenue per
    subscriber is calculated by dividing service revenue by average
    subscribers and dividing by the number of months in the period.
    We exclude roaming revenue from this calculation, since roaming
    revenue is not derived from our subscribers.(5)
    
    Average monthly post-paid churn
    represents the percentage of the post-paid subscribers that
    deactivate service each month. The calculation divides the total
    post-paid deactivations during the period by the average
    post-paid subscribers for the period. 26




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##### Table of Contents



Basis
    of Presentation
    PercentageChangeThree


NineMonths


MonthsEnded


EndedThree Months Ended September 30,


Nine Months Ended September 30,


September 30,


September 30,2006


2005


2006


2005


06 vs. 05


06 vs. 05($ in thousands)


($ in thousands)Operating Revenue:Service revenue

$
232,324


$
221,311


$
671,679


$
643,377



5.0
%


4.4
%Roaming revenue


87,365



80,430



213,188



195,009



8.6
%


9.3
%Equipment and other revenue


16,681



14,078



51,161



46,857



18.5
%


9.2
%Total operating revenue


336,370



315,819



936,028



885,243



6.5
%


5.7
%Operating Expenses:Cost of service (exclusive of
    depreciation and amortization shown separately below)


88,809



77,950



246,385



219,214



13.9
%


12.4
%Cost of equipment


33,152



32,156



102,267



96,777



3.1
%


5.7
%Marketing and selling


42,155



35,535



121,274



105,484



18.6
%


15.0
%General and administrative


47,527



50,725



141,596



144,844



(6.3
)%


(2.2
)%Depreciation and amortization


47,776



49,102



146,206



151,012



(2.7
)%


(3.2
)%Gain on disposition of operating
    assets


(1,566
)


(1,432
)


(4,823
)


(2,371
)


9.4
%


103.8
%Total operating expenses


257,853



244,036



752,905



714,960



5.7
%


5.3
%Operating income


78,517



71,783



183,123



170,283



9.4
%


7.5
%Interest expense


(57,840
)


(62,457
)


(172,661
)


(184,457
)


(7.4
)%


(6.4
)%Loss from extinguishment of debt










(12,717
)






*



*Loss on redemption and repurchases
    of mandatorily redeemable preferred stock






(66,383
)


(1,482
)


(66,383
)


*



*Dividends on mandatorily redeemable
    preferred stock






(5,464
)


(709
)


(21,391
)


*



*Other income, net


1,810



2,633



5,345



2,611



(31.3
)%


104.7
%Minority interest in income of
    subsidiaries


(2,447
)


(2,347
)


(6,980
)


(6,823
)


4.3
%


2.3
%Income tax benefit (expense)


7,939



(1,196
)


17,120



9,443



*



*Net income (loss)

$
27,979


$
(63,431
)

$
11,039


$
(96,717
)


*



*     *
    
    Calculation is not meaningful.  Subscribers
   27




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##### Table of Contents



line-up
    Operating
    Revenue
    Service
    revenue
      Roaming
    revenue
  minutes-of-use)
 28




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##### Table of Contents



minutes-of-use minutes-of-use
  minute-of-use minute-of-use
  Equipment
    and other revenue
      Three Months Ended September 30,


Nine Months Ended September 30,2006


2005


2006


2005Amount


Percentage


Amount


Percentage


Amount


Percentage


Amount


Percentage($ in thousands)


($ in thousands)Equipment revenue

$
14,866



89.1
%

$
12,435



88.3
%

$
45,644



89.2
%

$
36,412



77.7
%Other revenue


1,815



10.9
%


1,643



11.7
%


5,517



10.8
%


10,445



22.3
%Total equipment and other revenue

$
16,681



100.0
%

$
14,078



100.0
%

$
51,161



100.0
%

$
46,857



100.0
%      29




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##### Table of Contents



Operating
    Expenses
    Cost of
    service
  minute-of-use minutes-of-use
    Three Months Ended September 30,


Nine Months Ended September 30,2006


2005


2006


2005Amount


Percentage


Amount


Percentage


Amount


Percentage


Amount


Percentage($ in thousands)


($ in thousands)Network and other operating costs

$
66,466



74.8
%

$
59,267



76.0
%

$
185,043



75.1
%

$
162,707



74.2
%Roaming costs


22,343



25.2
%


18,683



24.0
%


61,342



24.9
%


56,507



25.8
%Total cost of service

$
88,809



100.0
%

$
77,950



100.0
%

$
246,385



100.0
%

$
219,214



100.0
%     minute-of-use, minute-of-use,
  Cost of
    equipment
   30




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##### Table of Contents



Marketing
    and selling costs
      General
    and administrative costs
      Depreciation
    and amortization
      Gain on
    disposition of operating assets
   31




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##### Table of Contents



Non-Operating
    Results
  Interest
    expense
    Loss from
    extinguishment of debt
    Loss on
    redemption and repurchases of mandatorily redeemable preferred
    stock
    Dividends
    on mandatorily redeemable preferred stock
    Other
    income (expense), net
    Income
    tax benefit (expense)
   32




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
      Working
    Capital and Net Cash Flow
  September 30,


December 31,


Percentage2006


2005


Change($ in thousands)Cash and cash equivalents

$
212,816


$
196,450



8.3
%Short-term investments


5,349







*Other current assets


170,941



158,923



7.6
%Total current assets


389,106



355,373



9.5
%Current liabilities


220,290



240,453



(8.4
)%Working capital

$
168,816


$
114,920



46.9
%Ratio of current assets to current
    liabilities


1.8:1



1.5:1     *
    
    Calculation is not meaningful.     33




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##### Table of Contents



Form 10-K
  Capital
    Resources
  Credit
    Facilities
  DCS
    Senior Secured Credit Facility
          
    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.  ACC
    Senior Secured Credit Facility
    
    a 5-year
    $50.0 million senior secured revolving credit facility;
    a 7-year
    $100.0 million senior secured multiple draw term loan
    facility; and 34




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##### Table of Contents




    a 7-year
    $100.0 million senior secured delayed draw term loan
    facility.                
    make capital expenditures;
    sell or dispose of assets;
    incur additional debt;
    create liens;
    merge with or acquire other companies;
    pay dividends;
    engage in transactions with affiliates;
    make loans, investments, advances or stock repurchases;
    prepay certain debt;
    amend certain material agreements; and
    undergo a change of control.  Notes Payable
  DCS
    Series B First Priority Senior Secured Notes
   35




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##### Table of Contents




    incur indebtedness;
    incur or assume liens;
    pay dividends or make other 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 and leaseback transactions; and
    merge or consolidate with or transfer substantial assets to
    another entity.    Redemption
    of Notes
    Preferred
    Stock
     36




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##### Table of Contents



Capital
    Expenditures and Commitments
  E-911.
      Contractual
    Obligations
      Form 10-K
 37




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##### Table of Contents



IMPACT OF
    NEWLY ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED
      FORWARD-LOOKING
    STATEMENTS
    Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk     38




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##### Table of Contents



Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)
 39




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##### Table of Contents



PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings        Item 1A.  Risk
    Factors  Form 10-K
   Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds     Item 3.
    Defaults
    Upon Senior Securities     Item 4.
    Submission
    of Matters to a Vote of Security Holders     Item 5.
    Other
    Information   40




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##### Table of Contents



Item 6.
    Exhibits    Exhibit



Method ofNumbers

Description

Filing4.1


Supplemental Indenture, dated as
    of August 7, 2006, among American Cellular Corporation and
    Bank Of Oklahoma, National Association, as trustee, and ACC
    Lease Co., LLC, as guarantor.


(2)[4.1]10.1


$250,000,000 Credit Agreement,
    dated as of August 7, 2006, among American Cellular
    Corporation, as borrower, the guarantors from time to time
    parties thereto and the several lenders from time to time
    parties thereto and Bear Stearns Corporate Lending Inc., as
    administrative agent.


(2)[10.1]10.2


Guarantee and Collateral
    Agreement, dated as of August 7, 2006, made by American
    Cellular Corporation and certain of its affiliates in favor of
    Bear Stearns Corporate Lending Inc., as administrative agent.


(2)[10.2]10.3


Amendment No. 3 to Purchase
    and License Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation, dated August 29, 2006.


(3)[10.1]31.1


Rule 13a-14(a)
    Certification by our principal executive officer.


(1)31.2


Rule 13a-14(a)
    Certification by our principal financial officer.


(1)32.1


Section 1350 Certification by
    our principal executive officer.


(1)32.2


Section 1350 Certification by
    our principal financial officer.


(1)     
    
    Confidential treatment has been requested for a portion of this
    document.(1)
    
    Filed herewith.(2)
    
    Filed as an exhibit to the Registrants Current Report on
    Form 8-K
    filed on August 10, 2006, as the exhibit number indicated
    in brackets and incorporated by reference herein.(3)
    
    File as an exhibit to the Registrants Current Report on
    Form 8-K/A filed on November 7, 2006, as the exhibit number
    indicated in brackets and incorporated by reference herein. 41




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##### Table of Contents



SIGNATURES
    Dobson
    Communications Corporation
   Steven
    P. Dussek
    Chief Executive Officer
  and principal executive officer
   Bruce
    R. Knooihuizen
    Executive Vice President, Chief Financial Officer
  and principal financial officer
 42




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##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit



Method ofNumbers

Description

Filing4.1


Supplemental Indenture, dated as
    of August 7, 2006, among American Cellular Corporation and
    Bank Of Oklahoma, National Association, as trustee, and ACC
    Lease Co., LLC, as guarantor.


(2)[4.1]10.1


$250,000,000 Credit Agreement,
    dated as of August 7, 2006, among American Cellular
    Corporation, as borrower, the guarantors from time to time
    parties thereto and the several lenders from time to time
    parties thereto and Bear Stearns Corporate Lending Inc., as
    administrative agent.


(2)[10.1]10.2


Guarantee and Collateral
    Agreement, dated as of August 7, 2006, made by American
    Cellular Corporation and certain of its affiliates in favor of
    Bear Stearns Corporate Lending Inc., as administrative agent.


(2)[10.2]10.3


Amendment No. 3 to Purchase
    and License Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation, dated August 29, 2006.


(3)[10.1]31.1


Rule 13a-14(a)
    Certification by our principal executive officer.


(1)31.2


Rule 13a-14(a)
    Certification by our principal financial officer.


(1)32.1


Section 1350 Certification by
    our principal executive officer.


(1)32.2


Section 1350 Certification by
    our principal financial officer.


(1)     
    
    Confidential treatment has been requested for a portion of this
    document.(1)
    
    Filed herewith.(2)
    
    Filed as an exhibit to the Registrants Current Report on
    Form 8-K
    filed on August 10, 2006, as the exhibit number indicated
    in brackets and incorporated by reference herein.(3)
    
    Filed as an exhibit to the Registrants Current Report on
    Form 8-K/A filed on November 7, 2006, as the exhibit number
    indicated in brackets and incorporated by reference herein. 43