##### 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 June 30,
    2003                                            
|or
|  
|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 no. 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 o          No þ

As of August 1, 2003, there were
67,997,352 shares of registrants $.001 par value
Class A Common Stock outstanding and 22,426,544 shares
of the registrants $.001 par value Class B
Common Stock outstanding.



---






---

TABLE OF CONTENTS



|                                                                      |                                                                                               |                                                                  |  |  |  |  |  | 
|--------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- |  |  |  |  |  | 
|DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES INDEX TO FORM 10-Q
|PART I. FINANCIAL INFORMATION                                        
|                                                                      | Item 1. Financial Statements                                                                 
|                                                                      |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                           
|                                                                      |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                 
|                                                                      |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT      
|                                                                      |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                 
|                                                                      |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
|                                                                      | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                                      | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|                                                                      | Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION                                           
|                                                                      | Item 1. Legal Proceedings                                                                    
|                                                                      | Item 2. Changes in 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                                                                    
|                                                                      | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                                           
|INDEX TO EXHIBITS                                                    
|EX-31.1 Rule 13a-14(a) Certification by CEO                          
|EX-31.2 Rule 13a-14(a) Certification by CFO                          
|EX-32.1 Section 1350 Certification by CEO                            
|EX-32.2 Section 1350 Certification by CFO                            



---



##### Table of Contents






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
    June 30, 2003 and December 31, 2002                           |  |      | 2  | 
|                              |  | Condensed Consolidated Statements of Operations
    for the Three and Six Months Ended June 30, 2003 and 2002 |  |      | 3  | 
|                              |  | Condensed Consolidated Statements of
    Stockholders Deficit for the Six Months Ended
    June 30, 2003     |  |      | 4  | 
|                              |  | Condensed Consolidated Statements of Cash Flows
    for the Six Months Ended June 30, 2003 and 2002           |  |      | 5  | 
|                              |  | Notes to Condensed Consolidated Financial
    Statements                                                      |  |      | 6  | 
|2                             |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations                     |  |      | 16 | 
|3                             |  | Quantitative and Qualitative Disclosure about
    Market Risk                                                 |  |      | 30 | 
|4                             |  | Controls and Procedures                                                                                       |  |      | 31 | 
|PART II. OTHER INFORMATION   
|1                             |  | Legal Proceedings                                                                                             |  |      | 32 | 
|2                             |  | Changes in Securities and Use of Proceeds                                                                     |  |      | 32 | 
|3                             |  | Defaults Upon Senior Securities                                                                               |  |      | 32 | 
|4                             |  | Submission of Matters to a Vote of Security
    Holders                                                       |  |      | 32 | 
|5                             |  | Other Information                                                                                             |  |      | 32 | 
|6                             |  | Exhibits and Reports on Form 8-K                                                                              |  |      | 33 | 

1



---



##### Table of Contents






PART I. FINANCIAL INFORMATION






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

DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED BALANCE
SHEETS


|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |               |               |               | 
|----------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ------------------------------------------- | ------------- | ------------- | ------------- | ----------- | ------------- | ------------- | ------------- | 
|                                          |                                                                                                                                                                               | June 30,                    |                                             | December 31, 
|                                          |                                                                                                                                                                               | 2003                        |                                             | 2002         
|                                          |                                                                                                                                                                               |                             |                                             |              
|                                          |                                                                                                                                                                               | (Unaudited)                 |                                             |              
|ASSETS                                   
|CURRENT ASSETS:                           |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          | Cash and cash equivalents                                                                                                                                                     |                             | $                                           | 256,184,604   |               |               | $           | 294,202,659   |              
|                                          | Restricted cash and investments                                                                                                                                               |                             |                                             | 7,144,800     |               |               |             | 7,098,254     |              
|                                          | Accounts receivable                                                                                                                                                           |                             |                                             | 74,627,455    |               |               |             | 58,632,227    |              
|                                          | Inventory                                                                                                                                                                     |                             |                                             | 13,721,401    |               |               |             | 6,193,855     |              
|                                          | Prepaid expenses and other                                                                                                                                                    |                             |                                             | 9,622,383     |               |               |             | 6,044,660     |              
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                               | Total current assets        |                                             |               | 361,300,643   |               |             |               | 372,171,655   |              
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|PROPERTY, PLANT AND EQUIPMENT, net        |                                                                                                                                                                               |                             | 318,181,858                                 |               |               |               | 271,702,926 |              
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|OTHER ASSETS:                             |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          | Receivables-affiliate                                                                                                                                                         |                             |                                             | 4,797,787     |               |               |             | 784,284       |              
|                                          | Restricted assets                                                                                                                                                             |                             |                                             | 3,715,339     |               |               |             | 7,098,253     |              
|                                          | Wireless license acquisition costs                                                                                                                                            |                             |                                             | 1,128,273,210 |               |               |             | 1,035,547,289 |              
|                                          | Deferred financing costs, net                                                                                                                                                 |                             |                                             | 45,101,591    |               |               |             | 49,950,466    |              
|                                          | Other intangibles, net                                                                                                                                                        |                             |                                             | 12,211,746    |               |               |             | 18,796,563    |              
|                                          | Goodwill                                                                                                                                                                      |                             |                                             | 43,329,974    |               |               |             |              |              
|                                          | Deposits                                                                                                                                                                      |                             |                                             | 2,144,963     |               |               |             | 1,914,800     |              
|                                          | Other non-current assets                                                                                                                                                      |                             |                                             | 24,995,503    |               |               |             | 25,249,272    |              
|                                          | Assets of discontinued operations                                                                                                                                             |                             |                                             |              |               |               |             | 178,056,420   |              
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                               | Total other assets          |                                             |               | 1,264,570,113 |               |             |               | 1,317,397,347 |              
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                               |                             | Total assets                                |               | $             | 1,944,052,614 |             |               | $             | 1,961,271,928 | 
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                         
|LIABILITIES AND STOCKHOLDERS
    DEFICIT
|CURRENT LIABILITIES:                      |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          | Accounts payable                                                                                                                                                              |                             | $                                           | 71,195,623    |               |               | $           | 52,105,963    |              
|                                          | Accrued expenses                                                                                                                                                              |                             |                                             | 20,804,419    |               |               |             | 19,714,006    |              
|                                          | Accrued interest                                                                                                                                                              |                             |                                             | 21,843,554    |               |               |             | 24,515,509    |              
|                                          | Deferred revenue and customer deposits                                                                                                                                        |                             |                                             | 13,956,509    |               |               |             | 12,837,967    |              
|                                          | Current portion of long-term debt                                                                                                                                             |                             |                                             | 62,633,437    |               |               |             | 50,704,238    |              
|                                          | Accrued dividends payable                                                                                                                                                     |                             |                                             | 13,128,141    |               |               |             | 37,251,136    |              
|                                          | Current portion of obligations under capital
    leases                                                                                                                       |                             |                                             | 962,600       |               |               |             | 1,324,267     |              
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                               | Total current liabilities   |                                             |               | 204,524,283   |               |             |               | 198,453,086   |              
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|OTHER LIABILITIES:                        |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          | Long-term debt, net of current portion                                                                                                                                        |                             |                                             | 1,175,410,214 |               |               |             | 1,222,435,718 |              
|                                          | Deferred tax liabilities                                                                                                                                                      |                             |                                             | 130,910,967   |               |               |             | 51,801,039    |              
|                                          | Minority interest                                                                                                                                                             |                             |                                             | 7,430,265     |               |               |             | 7,891,901     |              
|                                          | Other non-current liabilities                                                                                                                                                 |                             |                                             | 387,642       |               |               |             | 2,610,029     |              
|                                          | Liabilities of discontinued operations                                                                                                                                        |                             |                                             |              |               |               |             | 62,808,416    |              
|                                          | Commitments (Note 9)                                                                                                                                                          |                             |                                             |               |               |               |             |               |              
|                                          | Senior exchangeable preferred stock, net                                                                                                                                      |                             |                                             | 524,900,460   |               |               |             | 558,343,563   |              
|                                          | Series AA Preferred Stock                                                                                                                                                     |                             |                                             |              |               |               |             | 200,000,000   |              
|STOCKHOLDERS DEFICIT:                    |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          | Class A Common Stock, $.001 par value,
    175,000,000 shares authorized and 72,558,232 and 39,700,968
    issued at June 30, 2003 and December 31, 2002,
    respectively    |                             |                                             | 72,558        |               |               |             | 39,701        |              
|                                          | Class B Common Stock, $.001 par value,
    70,000,000 shares authorized and 22,426,544 and
    54,977,481 shares issued June 30, 2003 and
    December 31, 2002, respectively |                             |                                             | 22,427        |               |               |             | 54,978        |              
|                                          | Class C Common Stock, $.001 par value,
    4,226 shares authorized and zero shares issued at
    June 30, 2003 and December 31, 2002                                          |                             |                                             |              |               |               |             |              |              
|                                          | Class D Common Stock, $.001 par value,
    33,000 shares authorized and zero shares issued at
    June 30, 2003 and December 31, 2002                                         |                             |                                             |              |               |               |             |              |              
|                                          | Paid-in capital                                                                                                                                                               |                             |                                             | 892,736,421   |               |               |             | 674,023,222   |              
|                                          | Retained deficit                                                                                                                                                              |                             |                                             | (966,146,806  | )             |               |             | (989,852,500  | )            
|                                          | Accumulated other comprehensive loss, net of
    income tax benefit of $662,381 at December 31, 2002                                                                          |                             |                                             |              |               |               |             | (1,080,726    | )            
|                                          | Less 4,638,274 and 4,569,131 common shares held
    in treasury, at cost at June 30, 2003 and December 31,
    2002, respectively                                             |                             |                                             | (26,195,817   | )             |               |             | (26,256,499   | )            
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                               | Total stockholders deficit |                                             |               | (99,511,217   | )             |             |               | (343,071,824  | )            
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                               |                             | Total liabilities and stockholders deficit |               | $             | 1,944,052,614 |             |               | $             | 1,961,271,928 | 
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              

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

2



---



##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |              |             | 
|-------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------ | ----------- | ---------------- | ----------- | ---- | ------------ | ----------- | ----------- | - | ----------- | ----------- | ----------- | - | ------------ | ------------ | ----------- | 
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                 
|                                                                                 |                                                                                                                                                                                                                                                                 | Three Months Ended       |             | Six Months Ended
|                                                                                 |                                                                                                                                                                                                                                                                 | June 30,                 |             | June 30,        
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                 
|                                                                                 |                                                                                                                                                                                                                                                                 | 2003                     |             | 2002             |             | 2003 |              | 2002       
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |            
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                 
|                                                                                 |                                                                                                                                                                                                                                                                 | (Unaudited)              |             | (Unaudited)     
|OPERATING REVENUE:                                                               |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|                                                                                 | Service revenue                                                                                                                                                                                                                                                 |                          | $           | 93,613,869       |             |      | $            | 86,866,947  |             |   | $           | 180,918,704 |             |   | $            | 166,082,819  |            
|                                                                                 | Roaming revenue                                                                                                                                                                                                                                                 |                          |             | 54,425,903       |             |      |              | 51,273,400  |             |   |             | 99,825,737  |             |   |              | 95,242,368   |            
|                                                                                 | Equipment and other revenue                                                                                                                                                                                                                                     |                          |             | 6,202,450        |             |      |              | 4,205,400   |             |   |             | 11,590,558  |             |   |              | 8,281,849    |            
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|                                                                                 |                                                                                                                                                                                                                                                                 | Total operating revenue  |             |                  | 154,242,222 |      |              |             | 142,345,747 |   |             |             | 292,334,999 |   |              |              | 269,607,036 | 
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|OPERATING EXPENSES:                                                              |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|                                                                                 | Cost of service (exclusive of items shown
    separately below)                                                                                                                                                                                                 |                          |             | 35,802,938       |             |      |              | 38,700,930  |             |   |             | 68,577,607  |             |   |              | 75,540,719   |            
|                                                                                 | Cost of equipment                                                                                                                                                                                                                                               |                          |             | 9,946,860        |             |      |              | 10,340,794  |             |   |             | 18,979,020  |             |   |              | 20,444,441   |            
|                                                                                 | Marketing and selling                                                                                                                                                                                                                                           |                          |             | 15,347,216       |             |      |              | 17,457,372  |             |   |             | 29,805,151  |             |   |              | 33,856,007   |            
|                                                                                 | General and administrative                                                                                                                                                                                                                                      |                          |             | 17,435,529       |             |      |              | 17,653,227  |             |   |             | 35,356,401  |             |   |              | 35,061,589   |            
|                                                                                 | Depreciation and amortization                                                                                                                                                                                                                                   |                          |             | 22,468,291       |             |      |              | 20,156,443  |             |   |             | 43,582,555  |             |   |              | 39,444,885   |            
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|                                                                                 |                                                                                                                                                                                                                                                                 | Total operating expenses |             |                  | 101,000,834 |      |              |             | 104,308,766 |   |             |             | 196,300,734 |   |              |              | 204,347,641 | 
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|OPERATING INCOME                                                                 |                                                                                                                                                                                                                                                                 |                          | 53,241,388  |                  |             |      | 38,036,981   |             |             |   | 96,034,265  |             |             |   | 65,259,395   |             
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|OTHER (EXPENSE) INCOME:                                                          |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|                                                                                 | Interest expense                                                                                                                                                                                                                                                |                          |             | (24,073,826      | )           |      |              | (28,413,844 | )           |   |             | (48,732,374 | )           |   |              | (57,099,207  | )          
|                                                                                 | Other income, net                                                                                                                                                                                                                                               |                          |             | 2,536,951        |             |      |              | 1,531,017   |             |   |             | 4,496,447   |             |   |              | 2,690,583    |            
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|INCOME BEFORE MINORITY INTERESTS IN INCOME OF
    SUBSIDIARIES AND INCOME TAXES  |                                                                                                                                                                                                                                                                 |                          | 31,704,513  |                  |             |      | 11,154,154   |             |             |   | 51,798,338  |             |             |   | 10,850,771   |             
|MINORITY INTERESTS IN INCOME OF SUBSIDIARIES                                     |                                                                                                                                                                                                                                                                 |                          | (1,785,369  | )                |             |      | (1,507,216   | )           |             |   | (3,404,820  | )           |             |   | (2,922,896   | )           
|LOSS FROM INVESTMENT IN JOINT VENTURE                                            |                                                                                                                                                                                                                                                                 |                          |            |                  |             |      | (177,158,196 | )           |             |   |            |             |             |   | (184,380,882 | )           
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|INCOME (LOSS) BEFORE INCOME TAXES                                                |                                                                                                                                                                                                                                                                 |                          | 29,919,144  |                  |             |      | (167,511,258 | )           |             |   | 48,393,518  |             |             |   | (176,453,007 | )           
|                                                                                 | Income tax (expense) benefit                                                                                                                                                                                                                                    |                          |             | (11,368,155      | )           |      |              | 56,374,167  |             |   |             | (18,388,416 | )           |   |              | 57,027,411   |            
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|INCOME (LOSS) FROM CONTINUING OPERATIONS                                         |                                                                                                                                                                                                                                                                 |                          | 18,550,989  |                  |             |      | (111,137,091 | )           |             |   | 30,005,102  |             |             |   | (119,425,596 | )           
|DISCONTINUED OPERATIONS:
    (Note 4)                                            |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|                                                                                 | Income from discontinued operations, net of
    income tax expense of $2,210,266 for the three months ended
    2003, $1,773,612 for the three months ended 2002, $4,411,839 for
    the six months ended 2003 and $6,220,270 for the six months
    ended 2002 |                          |             | 3,606,223        |             |      |              | 2,893,788   |             |   |             | 7,198,263   |             |   |              | 10,148,861   |            
|                                                                                 | Loss from discontinued operations from investment
    in joint venture                                                                                                                                                                                          |                          |             |                 |             |      |              |            |             |   |             |            |             |   |              | (326,955     | )          
|                                                                                 | Gain from disposal of discontinued operations,
    net of income tax expense of $16,859,455 in 2003 and $59,164,138
    in 2002                                                                                                                                 |                          |             | 27,507,533       |             |      |              |            |             |   |             | 27,507,533  |             |   |              | 88,314,922   |            
|                                                                                 | Gain from sale of discontinued operations from
    investment in joint venture                                                                                                                                                                                  |                          |             |                 |             |      |              |            |             |   |             |            |             |   |              | 6,736,056    |            
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
    CHANGE IN ACCOUNTING PRINCIPLE:    |                                                                                                                                                                                                                                                                 |                          | 49,664,745  |                  |             |      | (108,243,303 | )           |             |   | 64,710,898  |             |             |   | (14,552,712  | )           
|                                                                                 | Cumulative effect of change in accounting
    principle, net of income tax benefit of $20,406,000
    (Note 11)                                                                                                                                                 |                          |             |                 |             |      |              |            |             |   |             |            |             |   |              | (33,294,000  | )          
|                                                                                 | Cumulative effect of change in accounting
    principle from investment in joint venture                                                                                                                                                                        |                          |             |                 |             |      |              |            |             |   |             |            |             |   |              | (140,820,000 | )          
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|NET INCOME (LOSS)                                                                |                                                                                                                                                                                                                                                                 |                          | 49,664,745  |                  |             |      | (108,243,303 | )           |             |   | 64,710,898  |             |             |   | (188,666,712 | )           
|                                                                                 | Dividends on preferred stock                                                                                                                                                                                                                                    |                          |             | (20,013,220      | )           |      |              | (23,860,194 | )           |   |             | (40,542,872 | )           |   |              | (46,860,374  | )          
|                                                                                 | Gain on redemption of preferred stock                                                                                                                                                                                                                           |                          |             | 196,264,172      |             |      |              |            |             |   |             | 219,878,697 |             |   |              |             |            
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|NET INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDERS                          |                                                                                                                                                                                                                                                                 | $                        | 225,915,697 |                  |             | $    | (132,103,497 | )           |             | $ | 244,046,723 |             |             | $ | (235,527,086 | )           
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|BASIC NET INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDERS PER COMMON SHARE:  |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|                                                                                 | Continuing operations                                                                                                                                                                                                                                           |                          |             | 0.21             |             |      |              | (1.22       | )           |   |             | 0.33        |             |   |              | (1.31        | )          
|                                                                                 | Discontinued operations                                                                                                                                                                                                                                         |                          |             | 0.34             |             |      |              | 0.03        |             |   |             | 0.39        |             |   |              | 1.15         |            
|                                                                                 | Change in accounting principle                                                                                                                                                                                                                                  |                          |             |                 |             |      |              |            |             |   |             |            |             |   |              | (1.91        | )          
|                                                                                 | Dividends on and redemption of preferred stock                                                                                                                                                                                                                  |                          |             | 1.95             |             |      |              | (0.26       | )           |   |             | 1.99        |             |   |              | (0.51        | )          
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|BASIC NET INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDERS PER COMMON SHARE   |                                                                                                                                                                                                                                                                 | $                        | 2.50        |                  |             | $    | (1.45        | )           |             | $ | 2.71        |             |             | $ | (2.58        | )           
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                 |                                                                                                                                                                                                                                                                 |                          | 90,254,127  |                  |             |      | 90,806,645   |             |             |   | 90,183,364  |             |             |   | 91,222,067   |             
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|DILUTED NET INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDERS PER COMMON SHARE |                                                                                                                                                                                                                                                                 | $                        | 2.43        |                  |             | $    | (1.45        | )           |             | $ | 2.64        |             |             | $ | (2.58        | )           
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             
|DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                               |                                                                                                                                                                                                                                                                 |                          | 92,896,931  |                  |             |      | 90,806,645   |             |             |   | 92,377,978  |             |             |   | 91,222,067   |             
|                                                                                 |                                                                                                                                                                                                                                                                 |                          |             |                  |             |      |              |             |             |   |             |             |             |   |              |             

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

3



---



##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF
STOCKHOLDERS DEFICIT


For the Six Months Ended June 30,
2003


|                                                                  |                                                                                   |               |            |                       |   |              |            |         |  |             |        |               |  |          |             |               |  |               |         |         |  |   |             |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |           |  
|----------------------------------------------------------------- | --------------------------------------------------------------------------------- | ------------- | ---------- | --------------------- | - | ------------ | ---------- | ------- |  | ----------- | ------ | ------------- |  | -------- | ----------- | ------------- |  | ------------- | ------- | ------- |  | - | ----------- | - |  | - | ------------ | - |  | - | ---------- | --------- | - | - | ----------- | - |  | - | ------------ | --------- | -
|                                                                  |                                                                                   |               |            |                      
|                                                                  |                                                                                   |               |            | Stockholders Deficit
|                                                                  |                                                                                   |               |            |                      
|                                                                  |                                                                                   |               |            |                       |   |              |            |        
|                                                                  |                                                                                   |               |            | Class A               |   | Class B      |            |         |  | Accumulated |        |              
|                                                                  |                                                                                   |               |            | Common Stock          |   | Common Stock |            |         |  | Other       |        |               |  | Total   
|                                                                  |                                                                                   | Comprehensive |            |                       |   |              |            | Paid-in |  | Retained    |        | Comprehensive |  | Treasury |             | Stockholders
|                                                                  |                                                                                   | Income        |            | Shares                |   | Amount       |            | Shares  |  | Amount      |        | Capital       |  | Deficit  |             | Loss          |  | Stock at Cost |         | Deficit
|                                                                  |                                                                                   |               |            |                       |   |              |            |         |  |             |        |               |  |          |             |               |  |               |         |        
|                                                                  |                                                                                   |              
|                                                                  |                                                                                   | (Unaudited)  
|DECEMBER 31, 2002                                                 |                                                                                   |               |           |                       |   |              | 39,700,968 |         |  | $           | 39,701 |               |  |          | 54,977,481  |               |  | $             | 54,978  |         |  | $ | 674,023,222 |   |  | $ | (989,852,500 | ) |  | $ | (1,080,726 | )         |   | $ | (26,256,499 | ) |  | $ | (343,071,824 | )        
|Net income                                                        |                                                                                   | $             | 64,710,898 |                       |   |              |           |         |  |             |       |               |  |          |            |               |  |               |        |         |  |   |            |   |  |   | 64,710,898   |   |  |   |           |           |   |   |            |   |  |   | 64,710,898   |          
|                                                                  | Amounts related to hedged transactions
    reclassified into earnings, net of tax |               |            | 1,382,213             |   |              |            |        |  |             |        |              |  |          |             |              |  |               |         |        |  |   |             |  |  |   |              |  |  |   |            | 1,382,213 |   |   |             |  |  |   |              | 1,382,213 |  
|                                                                  | Change in fair value of hedge transactions, net
    of tax                        |               |            | (301,487              | ) |              |            |        |  |             |        |              |  |          |             |              |  |               |         |        |  |   |             |  |  |   |              |  |  |   |            | (301,487  | ) |   |             |  |  |   |              | (301,487  | )
|                                                                  |                                                                                   |               |            |                       |   |              |            |         |  |             |        |               |  |          |             |               |  |               |         |         |  |   |             |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |          
|Total comprehensive income                                        |                                                                                   | $             | 65,791,624 |                       |   |              |            |         |  |             |        |               |  |          |             |               |  |               |         |         |  |   |             |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |          
|                                                                  |                                                                                   |               |            |                       |   |              |            |         |  |             |        |               |  |          |             |               |  |               |         |         |  |   |             |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |          
|Increase in subscription receivable                               |                                                                                   |               |            |                       |   |              |           |         |  |             |       |               |  |          |            |               |  |               |        |         |  |   | 46,258      |   |  |   |             |   |  |   |           |           |   |   |            |   |  |   | 46,258       |          
|Preferred stock dividends                                         |                                                                                   |               |            |                       |   |              |           |         |  |             |       |               |  |          |            |               |  |               |        |         |  |   |            |   |  |   | (40,542,872  | ) |  |   |           |           |   |   |            |   |  |   | (40,542,872  | )        
|Issuance of common stock                                          |                                                                                   |               |            |                       |   |              | 32,857,264 |         |  |             | 32,857 |               |  |          | (32,550,937 | )             |  |               | (32,551 | )       |  |   | 281,141     |   |  |   |             |   |  |   |           |           |   |   |            |   |  |   | 281,447      |          
|Purchase of treasury stock, at cost                               |                                                                                   |               |            |                       |   |              |           |         |  |             |       |               |  |          |            |               |  |               |        |         |  |   |            |   |  |   |             |   |  |   |           |           |   |   | (421,379    | ) |  |   | (421,379     | )        
|Issuance of treasury stock                                        |                                                                                   |               |            |                       |   |              |           |         |  |             |       |               |  |          |            |               |  |               |        |         |  |   |            |   |  |   | (462,332     | ) |  |   |           |           |   |   | 482,061     |   |  |   | 19,729       |          
|Additional paid in capital from redemption of
    preferred stock |                                                                                   |               |            |                       |   |              |           |         |  |             |       |               |  |          |            |               |  |               |        |         |  |   | 218,385,800 |   |  |   |             |   |  |   |           |           |   |   |            |   |  |   | 218,385,800  |          
|                                                                  |                                                                                   |               |            |                       |   |              |            |         |  |             |        |               |  |          |             |               |  |               |         |         |  |   |             |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |          
|JUNE 30, 2003                                                     |                                                                                   |               |            |                       |   |              | 72,558,232 |         |  | $           | 72,558 |               |  |          | 22,426,544  |               |  | $             | 22,427  |         |  | $ | 892,736,421 |   |  | $ | (966,146,806 | ) |  | $ |           |           |   | $ | (26,195,817 | ) |  | $ | (99,511,217  | )        
|                                                                  |                                                                                   |               |            |                       |   |              |            |         |  |             |        |               |  |          |             |               |  |               |         |         |  |   |             |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |          

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

4



---



##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                                            |                                                                                                                                   |                                                                      |                                                         |             |            |             |             |              |             |              |  
|--------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- | ------------------------------------------------------- | ----------- | ---------- | ----------- | ----------- | ------------ | ----------- | ------------ | -
|                                                                            |                                                                                                                                   |                                                                     
|                                                                            |                                                                                                                                   | Six Months Ended                                                    
|                                                                            |                                                                                                                                   | June 30,                                                            
|                                                                            |                                                                                                                                   |                                                                     
|                                                                            |                                                                                                                                   | 2003                                                                 |                                                         | 2002       
|                                                                            |                                                                                                                                   |                                                                      |                                                         |            
|                                                                            |                                                                                                                                   |                                                                     
|                                                                            |                                                                                                                                   | (Unaudited)                                                         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                                                                                                                   |                                                                      |                                                         |             |            |             |             |             
|                                                                            | Income (loss) from continuing operations                                                                                          |                                                                      | $                                                       | 30,005,102  |            |             | $           | (119,425,596 | )          
|                                                                            | Adjustments to reconcile net income (loss) to net
    cash provided by operating activities, net of effects of
    acquisitions  |                                                                      |                                                         |             |            |             |             |              |            
|                                                                            |                                                                                                                                   | Depreciation and amortization                                        |                                                         |             | 43,582,555 |             |             |              | 39,444,885  |             
|                                                                            |                                                                                                                                   | Amortization of bond premium and financing costs                     |                                                         |             | 4,646,418  |             |             |              | 5,466,004   |             
|                                                                            |                                                                                                                                   | Deferred income taxes                                                |                                                         |             | 23,056,091 |             |             |              | (47,206,469 | )           
|                                                                            |                                                                                                                                   | Cash provided by operating activities of
    discontinued operations |                                                         |             | 7,837,484  |             |             |              | 3,007,582   |             
|                                                                            |                                                                                                                                   | Gain on disposition of assets, net                                   |                                                         |             | 218,702    |             |             |              | 365,070     |             
|                                                                            |                                                                                                                                   | Minority interests in income of subsidiaries                         |                                                         |             | 3,404,820  |             |             |              | 2,922,896   |             
|                                                                            |                                                                                                                                   | Loss from investment in joint venture                                |                                                         |             |           |             |             |              | 184,380,882 |             
|                                                                            |                                                                                                                                   | Accrued dividend income                                              |                                                         |             |           |             |             |              | (2,261,747  | )           
|                                                                            | Changes in current assets and
    liabilities                                                                                    |                                                                      |                                                         |             |            |             |             |              |            
|                                                                            |                                                                                                                                   | Accounts receivable                                                  |                                                         |             | (4,109,369 | )           |             |              | 74,179      |             
|                                                                            |                                                                                                                                   | Inventory                                                            |                                                         |             | (7,390,829 | )           |             |              | 1,407,721   |             
|                                                                            |                                                                                                                                   | Prepaid expenses and other                                           |                                                         |             | (3,906,882 | )           |             |              | (1,106,163  | )           
|                                                                            |                                                                                                                                   | Accounts payable                                                     |                                                         |             | 9,794,232  |             |             |              | (7,539,072  | )           
|                                                                            |                                                                                                                                   | Accrued expenses                                                     |                                                         |             | (4,364,764 | )           |             |              | (8,848,123  | )           
|                                                                            |                                                                                                                                   | Deferred revenue and customer deposits                               |                                                         |             | 336,338    |             |             |              | 512,305     |             
|                                                                            |                                                                                                                                   |                                                                      |                                                         |             |            |             |             |             
|                                                                            |                                                                                                                                   |                                                                      | Net cash provided by operating activities               |             |            | 103,109,898 |             |              |             | 51,194,354   |  
|                                                                            |                                                                                                                                   |                                                                      |                                                         |             |            |             |             |             
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                                                                                                                   |                                                                      |                                                         |             |            |             |             |             
|                                                                            | Capital expenditures                                                                                                              |                                                                      |                                                         | (50,266,366 | )          |             |             | (37,709,422  | )          
|                                                                            | (Increase) decrease in receivable-affiliates                                                                                      |                                                                      |                                                         | (3,730,397  | )          |             |             | 115,576      |            
|                                                                            | Proceeds from sale of property, plant, and
    equipment                                                                          |                                                                      |                                                         | 12,802      |            |             |             | 157,722      |            
|                                                                            | Refund of funds held in escrow for contingencies
    on sold assets                                                               |                                                                      |                                                         | 7,094,075   |            |             |             | 91,205,000   |            
|                                                                            | Cash used in investing activities from
    discontinued operations                                                                |                                                                      |                                                         | (316,250    | )          |             |             | (5,059,652   | )          
|                                                                            | Net proceeds from sale of discontinued operations                                                                                 |                                                                      |                                                         |            |            |             |             | 335,619,711  |            
|                                                                            | Other investing activities                                                                                                        |                                                                      |                                                         | (6,681,953  | )          |             |             | (2,377,567   | )          
|                                                                            |                                                                                                                                   |                                                                      |                                                         |             |            |             |             |             
|                                                                            |                                                                                                                                   |                                                                      | Net cash (used in) provided by investing
    activities |             |            | (53,888,089 | )           |              |             | 381,951,368  |  
|                                                                            |                                                                                                                                   |                                                                      |                                                         |             |            |             |             |             
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                                                                                                                   |                                                                      |                                                         |             |            |             |             |             
|                                                                            | Proceeds from long-term debt                                                                                                      |                                                                      |                                                         |            |            |             |             | 336,000,000  |            
|                                                                            | Repayments of long-term debt                                                                                                      |                                                                      |                                                         | (35,182,596 | )          |             |             | (676,460,530 | )          
|                                                                            | Distributions to partners                                                                                                         |                                                                      |                                                         | (3,866,457  | )          |             |             | (3,151,254   | )          
|                                                                            | Preferred stock dividends                                                                                                         |                                                                      |                                                         | (10,844,251 | )          |             |             |             |            
|                                                                            | Redemption of exchangeable preferred stock                                                                                        |                                                                      |                                                         | (36,592,475 | )          |             |             |             |            
|                                                                            | Purchase of treasury stock                                                                                                        |                                                                      |                                                         | (421,379    | )          |             |             | (7,470,921   | )          
|                                                                            | Other financing activities                                                                                                        |                                                                      |                                                         | (332,706    | )          |             |             | (839,844     | )          
|                                                                            |                                                                                                                                   |                                                                      |                                                         |             |            |             |             |             
|                                                                            |                                                                                                                                   |                                                                      | Net cash used in financing activities                   |             |            | (87,239,864 | )           |              |             | (351,922,549 | )
|                                                                            |                                                                                                                                   |                                                                      |                                                         |             |            |             |             |             
|NET (DECREASE) INCREASE IN CASH AND CASH
    EQUIVALENTS                    |                                                                                                                                   |                                                                      | (38,018,055                                             | )           |            |             | 81,223,173  |             
|CASH AND CASH EQUIVALENTS, beginning of period                              |                                                                                                                                   |                                                                      | 294,202,659                                             |             |            |             | 161,236,136 |             
|                                                                            |                                                                                                                                   |                                                                      |                                                         |             |            |             |             |             
|CASH AND CASH EQUIVALENTS, end of period                                    |                                                                                                                                   | $                                                                    | 256,184,604                                             |             |            | $           | 242,459,309 |             
|                                                                            |                                                                                                                                   |                                                                      |                                                         |             |            |             |             |             
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                          |                                                                                                                                   |                                                                      |                                                         |             |            |             |             |             
|                                                                            | Cash paid for                                                                                                                    |                                                                      |                                                         |             |            |             |             |              |            
|                                                                            |                                                                                                                                   | Interest, net of amounts capitalized                                 |                                                         | $           | 48,044,767 |             |             | $            | 62,030,684  |             
|                                                                            |                                                                                                                                   | Income taxes                                                         |                                                         |             | 3,563,775  |             |             |              | 2,611,861   |             
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
    FINANCING ACTIVITIES: |                                                                                                                                   |                                                                      |                                                         |             |            |             |             |             
|                                                                            | Stock dividend paid through the issuance of
    preferred stock                                                                   |                                                                      | $                                                       | 24,185,000  |            |             | $           | 38,715,000   |            
|                                                                            | Transfer of fixed assets to affiliates                                                                                            |                                                                      |                                                         | 227,453     |            |             |             | 407,403      |            
|                                                                            | Net property and equipment acquired through
    exchange                                                                          |                                                                      |                                                         | 8,424,439   |            |             |             |             |            
|                                                                            | Net wireless acquisition costs disposed through
    exchange                                                                      |                                                                      |                                                         | (50,462,667 | )          |             |             |             |            

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

5



---



##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES






NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)


The condensed consolidated balance sheets of
Dobson Communications Corporation (DCC) and
subsidiaries (collectively with DCC, the Company) as
of June 30, 2003, the condensed consolidated statement of
operations for the three and six months ended June 30, 2003
and 2002, the condensed consolidated statement of
stockholders deficit for the six months ended
June 30, 2003 and the condensed consolidated statements of
cash flows for the six months ended June 30, 2003 and 2002
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, 2002 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, 2002 consolidated financial
statements included in the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2002.



|   |             
|-- | ------------
|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, Kansas, Maryland, Michigan,
Missouri, New York, Ohio, Oklahoma, Pennsylvania, Texas and
West Virginia.

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. | Investment in Unconsolidated Joint
    Venture

The Company owns a 50% interest in a joint
venture that owns American Cellular Corporation (American
Cellular). This investment is accounted for on the equity
method. Beginning on June 30, 2002 and continuing through
June 30, 2003, American Cellular failed to comply with a
financial covenant in its senior credit facility, which requires
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 at
June 30, 2002, the Companys investment in the joint
venture was written down to zero. Therefore, the 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 does not guarantee any of
American Cellulars obligations. Until future cumulative
earnings, if any, are earned at American Cellular to restore
American Cellulars equity, the Company will not record its
pro rata share of American Cellulars operations.

6



---



##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The following is a summary of the significant
financial information for ACC Acquisition LLC and its
subsidiary, American Cellular, as of June 30, 2003 and
December 31, 2002, and for the three and six months periods
ended June 30, 2003 and June 30, 2002:

|                                   |  |                  |           |              |  |   |           |  
|---------------------------------- |  | ---------------- | --------- | ------------ |  | - | --------- | -
|                                   |  | June 30,         |           | December 31,
|                                   |  | 2003             |           | 2002        
|                                   |  |                  |           |             
|                                   |  |                 
|                                   |  | ($ in thousands)
|Current assets                     |  | $                | 80,802    |              |  | $ | 102,199   |  
|Property, plant and equipment, net |  |                  | 184,788   |              |  |   | 185,935   |  
|Intangible assets                  |  |                  | 907,835   |              |  |   | 915,845   |  
|Other assets                       |  |                  | 585       |              |  |   | 5,939     |  
|Current liabilities                |  |                  | 1,627,186 |              |  |   | 1,659,503 |  
|Preferred stock                    |  |                  | 35,000    |              |  |   | 35,000    |  
|Other liabilities                  |  |                  | 42,947    |              |  |   | 43,690    |  
|Members deficit                   |  |                  | (531,124  | )            |  |   | (528,275  | )

|                                                                                 |  |                    |         |                  |  |      |          |      |  |   |         |   |  |   |          |  
|-------------------------------------------------------------------------------- |  | ------------------ | ------- | ---------------- |  | ---- | -------- | ---- |  | - | ------- | - |  | - | -------- | -
|                                                                                 |  |                    |         |                 
|                                                                                 |  | Three Months Ended |         | Six Months Ended
|                                                                                 |  | June 30,           |         | June 30,        
|                                                                                 |  |                    |         |                 
|                                                                                 |  | 2003               |         | 2002             |  | 2003 |          | 2002
|                                                                                 |  |                    |         |                  |  |      |          |     
|                                                                                 |  |                    |         |                 
|                                                                                 |  | ($ in thousands)   |         | ($ in thousands)
|Operating revenue                                                                |  | $                  | 116,937 |                  |  | $    | 115,810  |      |  | $ | 223,426 |   |  | $ | 215,693  |  
|Operating income                                                                 |  |                    | 35,633  |                  |  |      | 30,301   |      |  |   | 62,556  |   |  |   | 49,126   |  
|Impairment of goodwill                                                           |  |                    |        |                  |  |      | (377,000 | )    |  |   |        |   |  |   | (377,000 | )
|Income (loss) from continuing operations                                         |  |                    | 2,103   |                  |  |      | (381,616 | )    |  |   | (303    | ) |  |   | (394,947 | )
|Income from discontinued operations and sale of
    discontinued operations, net |  |                    |        |                  |  |      |         |      |  |   |        |   |  |   | 12,818   |  
|Cumulative effect of change in accounting
    principle, net                     |  |                    |        |                  |  |      |         |      |  |   |        |   |  |   | (281,640 | )
|Dividends                                                                        |  |                    | (1,292  | )                |  |      | (1,148   | )    |  |   | (2,546  | ) |  |   | (2,262   | )
|Net income (loss) applicable to members                                          |  |                    | 811     |                  |  |      | (382,764 | )    |  |   | (2,849  | ) |  |   | (666,031 | )

American Cellulars credit facility includes
a financial covenant requiring American Cellular not to exceed a
certain total debt leverage ratio. As described above, American
Cellular was not in compliance with this covenant at
June 30, 2002 and has continued to be out of compliance
through June 30, 2003. The lenders presently have the
right, but not the obligation, to accelerate the repayment of
the entire amount outstanding under its credit facility.
Acceleration under the credit facility would allow the holders
of American Cellulars senior subordinated notes to declare
the principal and interest of the senior subordinated notes
immediately due and payable. American Cellular would then be
required to either refinance the debt or repay the amounts due.
To date, no such acceleration has occurred. On June 30,
2002 and continuing through June 30, 2003, American
Cellular has classified all of its long-term debt as current.
Unless such non-compliance is resolved, there continues to be
substantial doubt about American Cellulars ability to
continue as a going concern, as expressed in the independent
auditors report on American Cellulars 2002 and 2001
financial statements. Also as a result of American
Cellulars non-compliance, beginning in October 2002, all
borrowings under its credit facility are only available based on
prime rate, which has increased American Cellulars
borrowing rate.

On July 14, 2003, the Company and American
Cellular initiated a plan to restructure Americans
indebtedness and equity ownership. Pursuant to this plan, the
Company and American Cellular commenced simultaneous exchange
offers for American Cellulars existing 9.5% senior
subordinated notes due 2009 (the existing notes) and
solicitation of consents and votes for a pre-packaged bankruptcy
plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code (the Pre-Packaged Plan) in the event
the requirements of

7



---



##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

the restructuring plan are not satisfied. In
connection with the restructuring plan, holders of the existing
notes who tender their notes will receive an aggregate of up to
45.1 million shares of the Companys class A
common stock, 700,000 shares of the Companys convertible
preferred stock with a maximum aggregate liquidation preference
of $125 million, convertible into a maximum of
14.3 million shares of the Companys class A
common stock, and up to $50.0 million in cash in exchange
for their existing notes. Under the terms of the restructuring
plan, if the requisite holders of the existing notes did not
agree to the restructuring plan, American Cellular would proceed
to the Pre-Packaged Plan if American Cellular had the approval
of holders of existing notes representing at least 66.67% of the
outstanding aggregate principle amount of the existing notes
that actually vote on the Pre-Packaged Plan and the approval of
holders representing at least a majority in number of the
holders of the existing notes who actually vote on the
Pre-Packaged Plan. Pursuant to the Pre-Packaged Plan, holders of
American Cellulars existing notes would receive the same
consideration as they would have received in the restructuring
plan. Upon consummation of the restructuring plan, American
Cellular would become a wholly-owned, indirect subsidiary of the
Company.

On August 13, 2003, the Company and American
Cellular jointly announced that they have accepted all of the
existing notes that were tendered in connection with the
proposed restructuring plan. As a condition of the restructuring
plan, holders of at least 99.5% of the aggregate principal
amount of American Cellulars outstanding notes were
required to accept the exchange offer and tender their notes,
unless the Company and American Cellular agreed to a lesser
participation. As of August 13, 2003 the Company stated
that 97.4% of the outstanding principal amount of American
Cellulars notes had been tendered, thus, the Company and
American Cellular determined to waive the 99.5% acceptance
requirement, and accept all notes tendered, and to proceed with
the consummation of the restructuring plan. Even though American
Cellular also received substantially more than the required vote
for its prepackaged plan of reorganization, the Company and
American Cellular do not intend to pursue the restructuring
through the Pre-Packaged Plan of reorganization for American
Cellular. The Company expects to close the exchange transaction
on August 18, 2003, or as soon thereafter as is practicable.

The Company has agreed to file a re-sale shelf
registration statement for the new class A common and
preferred stock within 20 days of the closing of the
exchange.

Also related to the restructuring, on
August 8, 2003, American Cellular and ACC Escrow Corp., a
recently formed, wholly-owned, indirect subsidiary of the
Company, completed the private offering of $900 million
aggregate principal amount of 10% senior notes due 2011. The
senior notes were issued at par on August 8, 2003, by ACC
Escrow Corp. ACC Escrow was organized to merge into American
Cellular as part of the restructuring plan. The net proceeds of
the note offering were placed in escrow. Upon consummation of
the restructuring plan, including the merger, the net proceeds
from the offering will be used to fully repay American
Cellulars existing bank credit facility and to pay
expenses of the restructuring. The Company is not a guarantor
for these senior notes.

American Cellular expects to enter into a new
senior credit facility, to be secured by certain of its assets,
with availability up to $30 million. However, American
Cellular does not currently have commitments for any such
facility.



|   |            
|-- | -----------
|3. | Market Swap

On June 17, 2003, the Company completed the
exchange of its two remaining wireless properties in California
for two AT&T Wireless properties in Alaska. As a part of
this transaction, AT&T Wireless transferred to the Company
all of the Companys Series AA preferred stock that it
previously held. Upon the transfer of the Series AA
preferred stock, the Company cancelled this issue.

The cost of the acquired Alaska assets was
$126.0 million. As part of the exchange agreements, Dobson
and AT&T agreed to make or receive a payment based on
relative working capital balances for the affected

8



---



##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

markets. As of the market swap date, the Company
estimates a payment of $10.2 million would be required. The
Company has determined a preliminary purchase price allocation
and will finalize in future periods when the determination of
final tax basis and the fair value of assets acquired and
liabilities assumed is completed. The acquired Alaska assets are
now consolidated with the Companys consolidated financial
statements. The assets and liabilities acquired on June 17,
2003 for the two Alaska properties are appropriately reflected
in our financial statements as follows:

|                                        |                              |                  |         |         | 
|--------------------------------------- | ---------------------------- | ---------------- | ------- | ------- | 
|                                        |                              | June 17, 2003   
|                                        |                              |                 
|                                        |                              | ($ in thousands)
|Current assets                          |                              | $                | 12,553  |        
|Property, plant and equipment, net      |                              |                  | 33,251  |        
|Wireless license acquisition costs, net |                              |                  | 92,749  |        
|Goodwill                                |                              |                  | 43,330  |        
|                                        |                              |                  |         |        
|                                        | Total assets                 |                  | $       | 181,883 | 
|                                        |                              |                  |         |        
|Current liabilities                     |                              | $                | 13,760  |        
|Deferred tax liabilities                |                              |                  | 38,532  |        
|Equity                                  |                              |                  | 129,591 |        
|                                        |                              |                  |         |        
|                                        | Total liabilities and equity |                  | $       | 181,883 | 
|                                        |                              |                  |         |        

The Company has reclassified its financial
statements to reflect the operations of its California
properties as discontinued operations, see Note 4 below.



|   |                        
|-- | -----------------------
|4. | Discontinued Operations

On June 17, 2003, the Company exchanged its
California properties, as described above. In addition, the
Company sold three wireless properties to Verizon Wireless for a
total purchase price of $263.0 million. These properties
include California 7 RSA, Ohio 2 RSA and
Georgia 1 RSA. On February 28, 2002, the Company
completed another transaction with Verizon Wireless in which the
Company sold its 75% ownership interest in
Arizona 5 RSA for a total purchase price of
$85.0 million. In addition, on February 8, 2002, two
wholly-owned, indirect subsidiaries of the Companys 50%
owned joint venture, American Cellular, sold
Tennessee 4 RSA to Verizon Wireless for a total
purchase price of $202.0 million. Proceeds from these
transactions were primarily used to pay down bank debt. The
Companys financials have been reclassified to reflect the
swap of these properties with AT&T and the sale of these
properties to Verizon Wireless as discontinued operations in the
condensed consolidated financial statements.

Pursuant to SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets, the 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

9



---



##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

operations, respectively, on the
December 31, 2002 condensed consolidated balance sheet and
consist of the following:

|                                        |                                              |                  |         |         | 
|--------------------------------------- | -------------------------------------------- | ---------------- | ------- | ------- | 
|                                        |                                              | December 31,    
|                                        |                                              | 2002            
|                                        |                                              |                 
|                                        |                                              | ($ in thousands)
|Current assets                          |                                              | $                | 5,749   |        
|Property, plant and equipment, net      |                                              |                  | 29,023  |        
|Wireless license acquisition costs, net |                                              |                  | 143,212 |        
|Other assets                            |                                              |                  | 72      |        
|                                        |                                              |                  |         |        
|                                        | Total assets of discontinued operations      |                  | $       | 178,056 | 
|                                        |                                              |                  |         |        
|Current liabilities                     |                                              | $                | 3,472   |        
|Minority interest                       |                                              |                  | 1,397   |        
|Deferred tax liabilities                |                                              |                  | 57,939  |        
|                                        |                                              |                  |         |        
|                                        | Total liabilities of discontinued operations |                  | $       | 62,808  | 
|                                        |                                              |                  |         |        

The net income from discontinued operations was
classified on the condensed consolidated statement of operations
as Income from discontinued operations. For the six
months ended June 30, 2002, these discontinued operations
included both the results of operations for the properties sold
to Verizon and the California properties included in the swap
with AT&T Wireless. As for the three months ended
June 30, 2003, the three months ended June 30, 2002
and the six months ended June 30, 2003, only the California
properties are included. Summarized results of discontinued
operations are as follows:

|                                    |  |                  |        |                  |  |              |        |            |  |  |        |   |  |  |        |  
|----------------------------------- |  | ---------------- | ------ | ---------------- |  | ------------ | ------ | ---------- |  |  | ------ | - |  |  | ------ | -
|                                    |  |                  |        |                 
|                                    |  | 2003             |        | 2002            
|                                    |  |                  |        |                 
|                                    |  | Three Months     |        | Six Months       |  | Three Months |        | Six Months
|                                    |  | Ended            |        | Ended            |  | Ended        |        | Ended     
|                                    |  | June 30,         |        | June 30,         |  | June 30,     |        | June 30,  
|                                    |  |                  |        |                  |  |              |        |           
|                                    |  |                  |        |                 
|                                    |  | ($ in thousands) |        | ($ in thousands)
|Operating revenue                   |  |                  | 15,112 |                  |  |              | 31,964 |            |  |  | 17,535 |   |  |  | 45,969 |  
|Income before income taxes          |  |                  | 5,816  |                  |  |              | 11,610 |            |  |  | 4,667  |   |  |  | 16,369 |  
|Income tax provision                |  |                  | (2,210 | )                |  |              | (4,412 | )          |  |  | (1,773 | ) |  |  | (6,220 | )
|Income from discontinued operations |  |                  | 3,606  |                  |  |              | 7,198  |            |  |  | 2,894  |   |  |  | 10,149 |  

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 properly reflect the
interest that was incurred to finance the operations for these
markets. The interest expense allocated to these operations was
$1.0 million for the three months ended June 30, 2003,
$2.2 million for the six months ended June 30, 2003,
$1.8 million for the three months ended June 30, 2002
and $5.5 million for the six months ended June 30,
2002.

The Company completed the sale of Ohio
2 RSA, California 7 RSA and Georgia 1 RSA on
February 8, 2002 and the sale of Arizona 5 RSA on
February 28, 2002, and recorded income from discontinued
operations totaling $5.1 million, net of tax expense, for
the six months ended June 30, 2002, and recorded the
related gains on the sale totaling $88.3 million, net of
tax expense, for the six months ended June 30, 2002.

The Company completed the exchange of its two
remaining California properties with AT&T Wireless on
June 17, 2003, and recorded income from discontinued
operations of $7.2 million, net of tax expense, for the six
months ended June 30, 2003, and $5.0 million, net of
tax expense, for the six months ended June 30, 2002. In
addition, during the six months ended June 30, 2003, the
Company recognized a gain in net income on the exchange, which
totaled approximately $27.5 million, net of tax expense. As
part of the consideration for this

10



---



##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

transaction, AT&T Wireless transferred to the
Company all of the Companys Series AA preferred
stock, which had a fair value that was substantially lower than
the carrying value, thus resulting in a gain. This gain of
$196.3 million is reflected in the Companys income
applicable to common stockholders as a gain on redemption of
preferred stock.

The net loss from discontinued operations from
investment in joint venture represents the discontinued
operations from American Cellular, the Companys 50% owned
joint venture. The results are as follows:

|                                  |  |                     |        |  
|--------------------------------- |  | ------------------- | ------ | -
|                                  |  | For the Period From
|                                  |  | January 1, 2002    
|                                  |  | Through Disposition
|                                  |  |                    
|                                  |  | ($ in thousands)   
|Operating revenues                |  | $                   | 2,319  |  
|Loss before income taxes          |  |                     | (1,090 | )
|Income tax benefit (provision)    |  |                     | 436    |  
|Loss from discontinued operations |  |                     | (654   | )

American Cellular also allocated a portion of
interest expense to their discontinued operations to properly
reflect the interest that was incurred by American Cellular to
finance the operations of its Tennessee 4 RSA market. The
interest expense allocated to this market was $1.0 million
for the period from January 1, 2002 through
February 8, 2002, the date of disposition.

American Cellular completed the sale of Tennessee
4 RSA on February 8, 2002 and recorded operating
losses incurred through February 8, 2002, and the related
gain on the sale totaling approximately $12.8 million, net
of tax expense.



|   |                              
|-- | -----------------------------
|5. | 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 and materials 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 six months ended June 30, 2003 and 2002 totaled
$37.0 million and $32.2 million. Listed below are the
gross property, plant and equipment amounts and the related
accumulated depreciation for the periods described.

|                                    |  |                  |          |              |  |   |          |  
|----------------------------------- |  | ---------------- | -------- | ------------ |  | - | -------- | -
|                                    |  | June 30,         |          | December 31,
|                                    |  | 2003             |          | 2002        
|                                    |  |                  |          |             
|                                    |  |                 
|                                    |  | ($ in thousands)
|Gross property, plant and equipment |  | $                | 553,267  |              |  | $ | 469,933  |  
|Accumulated depreciation            |  |                  | (235,085 | )            |  |   | (198,230 | )
|                                    |  |                  |          |              |  |   |          |  
|Property, plant and equipment, net  |  | $                | 318,182  |              |  | $ | 271,703  |  
|                                    |  |                  |          |              |  |   |          |  

11



---



##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|   |               
|-- | --------------
|6. | Long-Term Debt

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

|                                          |                      |                  |         |              |  |   |         |           | 
|----------------------------------------- | -------------------- | ---------------- | ------- | ------------ |  | - | ------- | --------- | 
|                                          |                      | June 30,         |         | December 31,
|                                          |                      | 2003             |         | 2002        
|                                          |                      |                  |         |             
|                                          |                      |                 
|                                          |                      | ($ in thousands)
|Credit facilities                         |                      | $                | 751,199 |              |  | $ | 786,382 |          
|Dobson/ Sygnet senior notes               |                      |                  | 188,500 |              |  |   | 188,500 |          
|DCC 10.875% senior notes, net of discount |                      |                  | 298,324 |              |  |   | 298,238 |          
|DCC 11.75% senior notes                   |                      |                  | 20      |              |  |   | 20      |          
|                                          |                      |                  |         |              |  |   |         |          
|                                          | Total debt           |                  |         | 1,238,043    |  |   |         | 1,273,140 | 
|Less  Current maturities                 |                      |                  | 62,633  |              |  |   | 50,704  |          
|                                          |                      |                  |         |              |  |   |         |          
|                                          | Total long-term debt |                  | $       | 1,175,410    |  |   | $       | 1,222,436 | 
|                                          |                      |                  |         |              |  |   |         |          

On September 30, 2002, the Company purchased
$11.5 million principal amount of senior notes issued by
the Companys subsidiary, Dobson/ Sygnet Communications
Company (Dobson/ Sygnet) for the purchase price of
$8.9 million. This repurchase resulted in a reduction of
the Companys total outstanding debt and a gain from
extinguishment of debt of $2.2 million after the write off
of related deferred financing costs.



| |                     
| | --------------------
| | 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 had entered into a
$135.0 million derivative contract on the Dobson Operating
Co., L.L.C. (DOC LLC) credit facility whereby the
interest rate was fixed at 6.9% plus a factor based on DOC
LLCs leverage. The derivative contract expired in April
2003. Additionally, the Company had entered into a
$190.0 million derivative contract and a
$300.0 million derivative contract on the DOC LLC credit
facility which both expired during 2002.

The Companys accumulated other
comprehensive loss, net of income tax benefit, was
$1.1 million as of December 31, 2002 and had decreased
to zero at June 30, 2003. These contracts were reclassified
from other comprehensive income and expensed in the statement of
operations during 2002 and 2003.



| |              
| | -------------
| | Debt of DCCLP

On May 19, 2003, the Companys
principal stockholder DCCLP, and certain of its affiliates,
entered into a new credit agreement with Bank of America, N.A.
This credit agreement, which matures in May 2006, had an
aggregate principal amount outstanding of $60 million as of
June 30, 2003. To secure their obligations under this
credit agreement, DCCLP and its affiliates individually pledged
certain assets, which included beneficial ownership of shares of
the Companys class A and class B common stock.
However, the new agreement eliminates the risk of a change of
control of the Company related to possible future default on the
DCCLP loan as DCCLP has retained a sufficient number of shares
of the Companys class B common stock that are no
longer pledged as collateral for DCCLPs loan from Bank of
America, so that a default under the new credit agreement would
not result in a change of control of the Company. As a result,
the substantial doubt that existed as of December 31, 2002
and March 31, 2003 regarding the Companys ability to
continue operating as a going concern no longer exists. Under
the terms of its new agreement with Bank of America, DCCLP
transferred 32.5 million shares of the Companys
class A common stock to Bank of America. On July 18,
2003, an affiliate of Bank of America entered into agreements to
sell 4.0 million shares of the

12



---



##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Companys class A common stock, which
had been acquired by the Bank as part of the loan restructuring
between the Bank and DCCLP in May of 2003. These sales
constitute a Release Event, as defined in the credit
agreement. As a result, Bank of America has released its lien on
an additional 1.5 million class B shares owned by
DCCLP. Any future sale of class A common shares held by
Bank of America will be subject to certain restrictions until
May 2006.



|   |                           
|-- | --------------------------
|7. | Redeemable Preferred Stock

As of June 30, 2003 and December 31,
2002, 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     |           | June 30,       |  | December 31,   |         | Par Value |  |           |         | Preference  |  | Redemption |      | Preferences
|Class               |  | Authorized |           | 2003           |  | 2002           |         | Per Share |  | Dividends |         | Per Share   |  | Date       |      | and Powers 
|                    |  |            |           |                |  |                |         |           |  |           |         |             |  |            |      |            
|Senior Exchangeable |  |            | 693,713   |                |  |                | 354,098 |           |  |           | 374,941 |             |  | $          | 1.00 |             |  |  | 12.25% Cumulative |  |  | $ | 1,000    |  |  |  | Jan. 15, 2008 |  |  |  | Non-voting | 
|Senior Exchangeable |  |            | 431,272   |                |  |                | 183,601 |           |  |           | 198,780 |             |  | $          | 1.00 |             |  |  | 13% Cumulative    |  |  | $ | 1,000    |  |  |  | May 1, 2009   |  |  |  | Non-voting | 
|Series AA           |  |            |          |                |  |                |        |           |  |           | 200,000 |             |  | $          | 1.00 |             |  |  | 5.96% Cumulative  |  |  | $ | 1,000    |  |  |  | Feb. 8, 2011  |  |  |  | Non-voting | 
|Class E             |  |            | 40,000    |                |  |                |        |           |  |           |        |             |  | $          | 1.00 |             |  |  | 15% Cumulative    |  |  | $ | 1,131.92 |  |  |  | Dec. 23, 2010 |  |  |  | Non-voting | 
|Other               |  |            | 4,835,015 |                |  |                |        |           |  |           |        |             |  | $          | 1.00 |             |  |  |                  |  |  |   |         |  |  |  |              |  |  |  |           | 
|                    |  |            |           |                |  |                |         |           |  |           |         |             |  |            |      |             |  |  |                   |  |  |   |          |  |  |  |               |  |  |  |            | 
|                    |  |            | 6,000,000 |                |  |                | 537,699 |           |  |           | 773,721 |             |  |            |      |             |  |  |                   |  |  |   |          |  |  |  |               |  |  |  |            | 
|                    |  |            |           |                |  |                |         |           |  |           |         |             |  |            |      |             |  |  |                   |  |  |   |          |  |  |  |               |  |  |  |            | 

During the six months ended June 30, 2003,
the Company repurchased a total of $32.7 million carrying
value of its 12.25% senior exchangeable preferred stock and
$27.5 million carrying value of its 13% senior
exchangeable preferred stock. The preferred stock repurchase
totaled 60,207 shares for $36.6 million, all of which
were canceled by March 31, 2003. This repurchase resulted
in an excess of carrying value over repurchase price of
preferred stock totaling $23.6 million. The excess of
carrying value over repurchase price has been included in net
income applicable to common stockholders.

The Company recorded preferred stock dividends of
$40.5 million for the six months ended June 30, 2003
consisting primarily of $10.8 million of cash dividends on
its 12.25% senior exchangeable preferred stock and
$12.0 million through the issuance of additional shares on
its 12.25% senior exchangeable preferred stock,
$12.2 million of dividends on its 13% senior
exchangeable preferred stock through the issuance of additional
shares and $5.5 million of accrued dividends on its
Series AA preferred stock.

Beginning after January 15, 2003, the
Company was required to pay dividends in cash on its
12.25% senior exchangeable preferred stock.

On June 17, 2003 the Company completed an
exchange offer with AT&T Wireless that, among other things,
resulted in AT&T Wireless transferring to the Company all of
its outstanding shares of Series AA preferred stock. Upon
receipt of the Series AA preferred stock the Company
canceled that issue, including the related accrued dividends.
See Note 3 and 4 for further details of this exchange.



|   |                         
|-- | ------------------------
|8. | Stock-Based Compensation

The Company accounts for its stock option plans
under APB Opinion 25, under which no compensation cost is
recognized when options are granted at the market value. The
following schedule shows the Companys net income (loss)
and net income (loss) per share for the three and six months
ended June 30, 2003 and June 30, 2002, had
compensation expense been determined consistent with the
SFAS No. 123, Accounting

13



---



##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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s future
results.

|                                                                                  |             |                                                                                                                     |   |                             |        |               |   |               |        |   |   |         |        |   |   |          |        |  
|--------------------------------------------------------------------------------- | ----------- | ------------------------------------------------------------------------------------------------------------------- | - | --------------------------- | ------ | ------------- | - | ------------- | ------ | - | - | ------- | ------ | - | - | -------- | ------ | -
|                                                                                  |             | Three Months                                                                                                        |   | Three Months                |        | Six Months    |   | Six Months   
|                                                                                  |             | Ended                                                                                                               |   | Ended                       |        | Ended         |   | Ended        
|                                                                                  |             | June 30, 2003                                                                                                       |   | June 30, 2002               |        | June 30, 2003 |   | June 30, 2002
|                                                                                  |             |                                                                                                                     |   |                             |        |               |   |              
|                                                                                  |             |                                                                                                                     |   |                            
|                                                                                  |             | ($ in thousands, except for                                                                                         |   | ($ in thousands, except for
|                                                                                  |             | per share amounts)                                                                                                  |   | per share amounts)         
|Net income (loss) applicable to common
    stockholders:                          |             |                                                                                                                     |   |                             |        |               |   |               |        |   |   |         |        |   |   |         
|                                                                                  | As reported |                                                                                                                     | $ | 225,916                     |        |               | $ | (132,103      | )      |   | $ | 244,047 |        |   | $ | (235,527 | )     
|                                                                                  |             | Deduct: Total stock based employee compensation
    expense determined under fair value based method for all awards |   |                             | (1,782 | )             |   |               | (1,361 | ) |   |         | (3,564 | ) |   |          | (2,723 | )
|                                                                                  |             |                                                                                                                     |   |                             |        |               |   |               |        |   |   |         |        |   |   |         
|                                                                                  | Pro forma   |                                                                                                                     | $ | 224,134                     |        |               | $ | (133,464      | )      |   | $ | 240,483 |        |   | $ | (238,250 | )     
|                                                                                  |             |                                                                                                                     |   |                             |        |               |   |               |        |   |   |         |        |   |   |         
|Basic net income (loss) applicable to common
    stockholders per common share:   |             |                                                                                                                     |   |                             |        |               |   |               |        |   |   |         |        |   |   |         
|                                                                                  | As reported |                                                                                                                     | $ | 2.50                        |        |               | $ | (1.45         | )      |   | $ | 2.71    |        |   | $ | (2.58    | )     
|                                                                                  | Pro forma   |                                                                                                                     | $ | 2.48                        |        |               | $ | (1.47         | )      |   | $ | 2.67    |        |   | $ | (2.61    | )     
|Diluted net income (loss) applicable to common
    stockholders per common share: |             |                                                                                                                     |   |                             |        |               |   |               |        |   |   |         |        |   |   |         
|                                                                                  | As reported |                                                                                                                     | $ | 2.43                        |        |               | $ | (1.45         | )      |   | $ | 2.64    |        |   | $ | (2.58    | )     
|                                                                                  | Pro forma   |                                                                                                                     | $ | 2.41                        |        |               | $ | (1.47         | )      |   | $ | 2.60    |        |   | $ | (2.61    | )     

Subsequent to June 30, 2003, the
Companys Board of Directors adopted and approved a plan
whereby options granted under the 2000 Plan could, at the
election of the option holder, be exchanged for a specified
number of new options to be granted no sooner than
January 30, 2004. The period to make the election to
exchange these options ended on July 29, 2003. Any new
options to be granted would be subject to the same vesting
schedule as the surrendered options.

As of July 29, 2003, all eligible option
holders had elected to surrender their old options. Options
totaling 2,515,000 shares were surrendered by a total of 65
option holders.



|   |            
|-- | -----------
|9. | Commitments

The Company entered into an equipment supply
agreement in which the Company agreed to purchase approximately
$100.5 million of cell site and switching equipment between
November 16, 2001 and July 15, 2005, to update the
wireless systems for the newly acquired and existing MSAs and
RSAs. Of the commitment, approximately $20.6 million
remained at June 30, 2003. The Company expects to fulfill
its purchase commitments under this agreement prior to the
completion dates.



|    |              
|--- | -------------
|10. | Contingencies

The Company is party to various 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.



|    |                                                  
|--- | -------------------------------------------------
|11. | Changes in Accounting Policies and
    Procedures

In July 2001, the FASB issued
SFAS No. 141, Business Combinations and
No. 142, Goodwill and Other Intangible Assets.
These standards prohibit the application of the
pooling-of-interests method of accounting for business
combinations effective June 30, 2001 and require companies
to cease the amortization

14



---



##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

of existing goodwill and intangible assets with
indefinite lives effective January 1, 2002. As a result of
the adoption of SFAS No. 142, the Company reassessed
the useful lives of its intangible assets. A significant portion
of its intangible assets is classified as Wireless license
acquisition costs, which represents the Companys
costs associated with acquiring its FCC licenses. These licenses
allow the Company to provide wireless services by giving the
Company the exclusive right to utilize certain radio frequency
spectrum. Although the FCC licenses are issued for only a fixed
time, generally ten years, these licenses are renewed by the FCC
on a routine basis and for a nominal fee. In addition, the
Company has determined that there are no legal, regulatory,
contractual, competitive, economic or other factors that limit
the useful life of these FCC licenses. As a result, the
Companys wireless license acquisition costs are treated as
indefinite life intangible assets. Therefore, upon implementing
SFAS No. 142 in its entirety on January 1, 2002,
the Company ceased the amortization of its wireless license
acquisition costs and now tests for impairment of its wireless
license acquisition costs at least annually and only adjusts the
carrying amount of these intangible assets upon an impairment of
the wireless license acquisition costs. The Company also
determines on an annual basis whether facts and circumstances
continue to support an indefinite useful life.

Through December 31, 2001, the
Companys accounting policy for impairment of long-lived
assets was to review the carrying value of long-lived assets and
certain identifiable intangibles whenever events or changes in
circumstances indicate that the carrying value may not be
recoverable. If such circumstances were deemed to exist, the
carrying value of the asset would be compared to the estimated
undiscounted future cash flows generated by the asset. The
Companys definite life assets will continue to be
amortized over their estimated useful lives and are subject to
the same impairment criteria. As a result of fully implementing
SFAS No. 142 on January 1, 2002, the Company is
now required to evaluate the carrying value of its indefinite
life intangible assets using their fair values, at least
annually. If the carrying amount of the intangible asset exceeds
its fair value, an impairment loss shall be recognized in an
amount equal to that excess.

Upon implementation of SFAS No. 142,
the Company performed a comparison of the carrying amount of its
wireless license acquisition costs to the fair value of those
assets. For purposes of this comparison, it is the
Companys policy to aggregate its wireless license
acquisition costs. The Company determined the fair value of its
wireless license acquisition costs based on its estimated future
discounted cash flows. Based on the comparison, the Company
determined that the carrying amount of its wireless license
acquisition costs exceeded their estimated fair value. As a
result, the Company recorded a charge, net of income tax
benefit, of $33.3 million to reflect the write-down of its
wireless license acquisition costs to their fair value and a
charge of $140.8 million to reflect its equity in the
write-down of the wireless license acquisition costs of its 50%
owned joint venture, American Cellular to their fair values. In
addition, at June 30, 2002 and continuing through
June 30, 2003, American Cellular, failed to comply with the
total debt leverage ratio required by its senior credit
facility. Due to factors and circumstances impacting American
Cellular, American Cellular concluded that it was necessary to
re-evaluate the carrying value of its goodwill and its
indefinite life intangible assets in accordance with
SFAS No. 142. Based on these evaluations at
June 30, 2002 and December 31, 2002, American Cellular
concluded that there were impairments of its goodwill.
Therefore, American Cellular recorded an impairment loss
totaling $377.0 million at June 30, 2002, and an
additional impairment loss of $423.9 million at
December 31, 2002, bringing its total impairment loss on
goodwill to $800.9 million for the year ended
December 31, 2002. However, after recognizing the
Companys 50% interest in Americans impairment at
June 30, 2002, the Companys investment in the joint
venture was written down to zero. Therefore, the additional
impairment loss at December 31, 2002, did not impact the
Companys results of operations or financial condition.



|    |                  
|--- | -----------------
|12. | Reclassifications

Certain items have been reclassified in the 2002
consolidated financial statements to conform to the current
presentation.

15



---



##### 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

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 have a
significant number of potential customers with substantial needs
for wireless communications. At June 30, 2003, our wireless
systems covered a population of approximately 6.1 million
and we had approximately 867,600 subscribers, with an aggregate
market penetration of approximately 14.2%. We serve markets in
portions of Alaska, Arizona, Kansas, Maryland, Michigan,
Missouri, New York, Ohio, Oklahoma, Pennsylvania, Texas and
West Virginia.

AT&T Wireless and we own American Cellular,
through our equally-owned joint venture. As of June 30,
2003, American Cellulars systems covered a total
population of 5.0 million and had approximately 697,500
subscribers, giving American Cellular an aggregate market
penetration of 14.0%. We manage American Cellular, whose markets
have demographic characteristics similar to ours in portions of
Illinois, Kansas, Kentucky, Michigan, Minnesota, New York,
Ohio, Oklahoma, Pennsylvania, West Virginia and Wisconsin.

We accounted for our interest in the American
Cellular joint venture using the equity method of accounting. As
a result, we have reflected our 50% share of the American
Cellular joint ventures equity in a single line item
entitled Investment in joint venture in our balance
sheet and we have reflected our 50% share of the American
Cellular joint ventures net income or losses in a single
line item entitled Loss from investment in joint
venture in our statement of operations. At June 30,
2002 and continuing through June 30, 2003, American
Cellular was not in compliance with its total debt leverage
ratio. Due to factors and circumstances impacting American
Cellular, American Cellular concluded that it was necessary to
re-evaluate the carrying value of its goodwill and indefinite
life intangible assets in accordance with Statements of
Financial Accounting Standards, or SFAS, No. 142. Based on
re-evaluations American Cellular concluded that there were
impairments 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
our 50% ownership of the impairment at June 30, 2002, our
investment in the American Cellular joint venture was written
down to zero. Therefore, the additional impairment loss of
$423.9 million at December 31, 2002, did not impact
our results of operations or financial condition. We do not
guarantee any of American Cellulars obligations. Until
future cumulative earnings, if any, are earned at American
Cellular to restore American Cellulars equity, we will not
record our pro rata share of American Cellulars results.

On July 14, 2003, we and American Cellular
initiated a plan to restructure American Cellulars
indebtedness and equity ownership. Pursuant to this plan, we and
American Cellular commenced simultaneous exchange offers for
American Cellulars existing 9.5% senior subordinated notes
due 2009 (the existing notes) and solicitation of
consents and votes for a pre-packaged bankruptcy plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code
(the Pre-Packaged Plan) in the event the
requirements of the restructuring plan are not satisfied. In
connection with the restructuring plan, holders of the existing
notes who tender their notes will receive an aggregate of up to
45.1 million shares of our class A common stock,
700,000 shares of our convertible preferred stock with a maximum
aggregate liquidation preference of $125 million,
convertible into a maximum of 14.3 million shares of our
class A common stock, and up to $50.0 million in cash
in exchange for their existing notes. Under the terms of the
restructuring plan, if the requisite holders of the existing
notes did not agree to the restructuring plan, American Cellular
would proceed to the Pre-Packaged Plan if American Cellular had
the approval of holders of existing notes representing at least
66.67% of the outstanding aggregate principle amount of the
existing notes that actually vote on the Pre-Packaged

16



---



##### Table of Contents



Plan and the approval of holders representing at
least a majority in number of the holders of the existing notes
who actually vote on the Pre-Packaged Plan. Pursuant to the
Pre-Packaged Plan, holders of American Cellulars existing
notes would receive the same consideration as they would have
received in the restructuring plan. Upon consummation of the
restructuring plan, American Cellular would become our
wholly-owned, indirect subsidiary.


On August 13, 2003, we and American Cellular
jointly announced that we have accepted all of the existing
notes that were tendered in connection with the proposed
restructuring plan. As a condition of the restructuring plan,
holders of at least 99.5% of the aggregate principal amount of
American Cellulars outstanding notes were required to
accept the exchange offer and tender their notes, unless we and
American Cellular agreed to a lesser participation. As of
August 13, 2003 we stated that 97.4% of the outstanding
principal amount of American Cellulars notes had been
tendered, thus, we and American Cellular determined to waive the
99.5% acceptance requirements, and accept all notes tendered,
and to proceed with the consummation of the restructuring plan.
Even though American Cellular also received substantially more
than the required vote for its prepackaged plan of
reorganization, we and American Cellular do not intend to pursue
the restructuring through the Pre-Packaged Plan of
reorganization for American Cellular. We expect to close the
exchange transaction on August 18, 2003, or as soon
thereafter as is practicable.

We have agreed to file a re-sale shelf
registration statement for the new class A common and
preferred stock within 20 days of the closing of the
exchange.

Also related to the restructuring, on
August 8, 2003, American Cellular and ACC Escrow Corp., a
recently formed, wholly-owned, indirect subsidiary of us,
completed the private offering of $900 million aggregate
principal amount of 10% senior notes due 2011. The senior notes
were issued at par on August 8, 2003, by ACC Escrow Corp.
ACC Escrow was organized to merge into American Cellular as part
of the restructuring plan. The net proceeds of the note offering
were placed in escrow. Upon consummation of the restructuring
plan, including the merger, the net proceeds from the offering
will be used to fully repay American Cellulars existing
bank credit facility and to pay expenses of the restructuring.
We are not a guarantor for these senior notes.

American Cellular expects to enter into a new
senior credit facility, to be secured by certain of its assets,
with availability up to $30 million. However, American
Cellular does not currently have commitments for any such
facility.

Discontinued Operations

On June 17, 2003, we completed the exchange
of our two remaining wireless properties in California for two
AT&T Wireless properties in Alaska. Also, as a part of this
transaction, AT&T Wireless transferred to us all of our
Series AA preferred stock that it previously held. Upon the
transfer of the Series AA preferred stock, we cancelled
this issue and AT&T Wireless now owns less than 5.0% of our
fully diluted class A common stock. We have reclassified
our financial statements to reflect the operations of our
California properties as discontinued operations. In addition,
as a result of the completion of this transaction on
June 17, 2003, the operating results from June 17,
2003 through June 30, 2003 and the assets and liabilities
as of June 30, 2003 for the two Alaska properties are
appropriately reflected in our financial statements.

On February 8, 2002, we completed the sale
of three of our wireless properties to Verizon Wireless for a
total purchase price of $263.0 million. These properties
include California 7 RSA, Ohio 2 RSA and Georgia 1 RSA, which
cover a total population of approximately 659,000. On
February 28, 2002, we completed an additional sale to
Verizon Wireless in which we sold our 75% ownership interest in
Arizona 5 RSA for a total purchase price of $85.0 million.
Arizona 5 RSA covers a total population of approximately
199,200. In addition, on February 8, 2002, two
wholly-owned, indirect subsidiaries of our 50% owned joint
venture, American Cellular, sold to Verizon Wireless Tennessee 4
RSA for a total purchase price of $202.0 million, which
covers a total population of approximately 290,800. As a result
of these sales, the results of operations, assets and
liabilities of these markets during the periods presented are
included as discontinued operations in our condensed
consolidated financial statements. We used the proceeds from the
sale of these properties primarily to pay down bank debt under
the respective credit facilities.

17



---



##### Table of Contents



Subscribers

Our subscriber base contains three types of
subscribers; post-paid, reseller and pre-paid. At June 30,
2003 post-paid subscribers accounted for the largest portion of
our subscriber base, at 93.4%. 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 for the monthly usage of the end
user. At June 30, 2003 the reseller base accounted for 4.0%
of our total subscriber base. Our pre-paid subscribers, which at
June 30, 2003 accounted for 2.6% of our subscriber base,
are subscribers that pre-pay for an agreed upon amount of usage.

Our average monthly revenue per subscriber and
total gross additions are calculated and reported based only on
post-paid subscriber information.

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 industry has experienced
declining average revenue per minute as competition among
wireless service providers has led to reductions in rates for
airtime. The yield on our service revenue (service revenue
divided by subscriber minutes-of-use) was $0.19 per minute
for the three months ended June 30, 2003, $0.22 per
minute for the three months ended June 30, 2002,
$0.19 per minute for the six months ended June 30,
2003, and $0.23 per minute for the six months ended
June 30, 2002. These declines have been generally offset by
significant increases in average minutes-of-use per subscriber.
The average minute-of-use per subscriber increased 14.1% and
16.1% for the three and six months ended June 30, 2003
compared to 2002. We believe that the industry trend toward
increasing minutes-of-use per subscriber will continue to offset
declining revenues per minute-of-use due to the continued
popularity of calling plans which offer a large number of
included minutes and the enhanced service capacity of recently
developed digital networks.

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 accounted for 35.3% of our operating
revenue for the three months ended June 30, 2003, 36.0% for
the three months ended June 30, 2002, 34.1% for the six
months ended June 30, 2003 and 35.3% for the six months
ended June 30, 2002. Roaming revenues have typically 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, even though
roaming revenue yields have offered higher margins than revenue
from our subscribers, the yields are declining and are becoming
more comparable to yields from our subscribers due to increased
market pressures and competition between wireless providers. Our
roaming yield (roaming service revenues, which includes airtime,
toll charges and surcharges, divided by roaming minutes of use)
was $0.22 per minute for the three months ended
June 30, 2003, $0.25 per minute for the three months
ended June 30, 2002, $0.22 per minute for the six
months ended June 30, 2003, and $0.26 per minute for
the six months ended June 30, 2002. We believe that the
trend of increasing roaming minutes will continue to at least
partially offset declining roaming yields. Roaming minutes
increased 19.8% and 23.5% for the three and six months ended
June 30, 2003 compared to 2002. Roaming yields are
decreasing as a result of new contracts and scheduled rate
reductions in existing contracts. We believe these roaming
contracts are beneficial because they secure existing traffic
and provide opportunity for a continuing increase in the volume
of traffic. Roaming revenue tends to be impacted by seasonality.
We typically have higher 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

18



---



##### Table of Contents



delivered to the customer. Our ability to sell
wireless equipment is independent of our ability to offer
wireless services to our customers; therefore, we consider
equipment sales to be a separate earnings process and account
for it accordingly.


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
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. This decline in expense per minute
has contributed significantly to the recent trend of declining
cost of service.

Our cost of equipment represents the cost
associated with telephone equipment and accessories sold to
customers. In recent years, we and other wireless providers have
increased 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 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 sales agents for new business
generated.

Our general and administrative costs include all
infrastructure costs, including costs for customer support,
billing, collections, and corporate administration. We provide
management and certain other services to our 50% owned
subsidiary, American Cellular, in accordance with a management
agreement. Therefore, our corporate and shared call center costs
incurred by American Cellular and us are shared and allocated
primarily based on our estimated subscribers and the populations
in our respective licensed areas.

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

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 provide management
and certain other services to all of our subsidiaries, including
our 50% owned subsidiary, American Cellular, under the terms of
a management agreement. As a result, we share our corporate and
shared call center costs with our subsidiaries allocated
primarily on the estimated subscribers and populations in our
respective licensed areas. If there were a change in the method
used to allocate shared costs among us and our subsidiaries, the
change could have a significant impact on our results of
operations.

We depreciate our property, plant and equipment
and amortize our customer lists and certain other intangible
assets over their useful lives. These useful lives are based on
our estimates of the period that the assets will generate
revenue. Our policy was to review the carrying value of our
long-lived assets and certain identifiable intangibles whenever
events or changes in circumstances indicate that the carrying
value may not be recoverable. With the January 2002
implementation of SFAS No. 142, Goodwill and
Other Intangible Assets, which requires companies to cease
the amortization of existing goodwill and intangible assets with
indefinite lives, we reassessed the useful lives of our
intangible assets. A significant portion of our intangible

19



---



##### Table of Contents



assets is classified as Wireless license
acquisition costs, which represents our costs associated
with acquiring our FCC licenses. These licenses allow us to
provide wireless services by giving us the exclusive right to
utilize certain radio frequency spectrum. Although the FCC
licenses are issued for only a fixed time, generally ten years,
these licenses are renewed by the FCC on a routine basis and for
a nominal fee. In addition, we have determined that there are no
legal, regulatory, contractual, competitive, economic or other
factors that limit the useful life of these FCC licenses. As a
result, our wireless license acquisition costs are treated as
indefinite life intangible assets. Therefore, upon implementing
SFAS No. 142 in its entirety on January 1, 2002,
we ceased the amortization of wireless license acquisition costs
and now test for impairment of wireless license acquisition
costs at least annually and only adjust the carrying amount of
these intangible assets upon an impairment of wireless license
acquisition costs. We also determine on an annual basis whether
facts and circumstances continue to support an indefinite useful
life.


This change in policy has and may continue to
have a significant impact to our results of operations and
financial position. Through December 31, 2001, as stated
above, our accounting policy for impairment of long-lived assets
was to review the carrying value of our long-lived assets and
certain identifiable intangible assets whenever events or
changes in circumstances indicate that the carrying value may
not be recoverable. If such circumstances were deemed to exist,
the carrying value of the asset would be compared to the
estimated undiscounted future cash flows generated by the asset.
Our definite life assets will continue to be amortized over
their estimated useful lives and are subject to the same
impairment criteria. As a result of fully implementing
SFAS No. 142 on January 1, 2002, we are now
required to evaluate the carrying value of our indefinite life
intangible assets using their fair values, at least annually. To
complete this evaluation, we first performed a comparison of the
carrying amount of our wireless license acquisition costs to the
fair value of those assets. For purposes of this comparison, it
is our policy to aggregate our wireless license acquisition
costs. We determined the fair value of our wireless license
acquisition costs based on their estimated future discounted
cash flows. Based on the comparison we performed upon
implementation, we determined that the carrying amount of our
wireless license acquisition costs exceeded their estimated fair
value. Therefore, upon implementation of this new pronouncement
in its entirety, we recorded a charge, net of income tax
benefit, of $33.3 million to reflect the write-down of our
wireless license acquisition costs to their fair value and a
charge of $140.8 million to reflect our 50% share in the
write down to their fair value of the wireless license
acquisition costs of our 50%-owned subsidiary, American Cellular.

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 June 30, 2003
    Compared to Three Months Ended June 30, 2002

Operating revenue.For the three months ended
June 30, 2003, our total operating revenue increased
$11.9 million, or 8.4%, to $154.2 million from
$142.3 million for the comparable period in 2002. The
following table sets forth the components of our operating
revenue for the periods indicated:

|                            |       |                             |        |            |  |        |       |            |  |   |        |         |  |  |       |        | 
|--------------------------- | ----- | --------------------------- | ------ | ---------- |  | ------ | ----- | ---------- |  | - | ------ | ------- |  |  | ----- | ------ | 
|                            |       |                            
|                            |       | Three Months Ended June 30,
|                            |       |                            
|                            |       |                             |        |           
|                            |       | 2003                        |        | 2002      
|                            |       |                             |        |           
|                            |       | Amount                      |        | Percentage |  | Amount |       | Percentage
|                            |       |                             |        |            |  |        |       |           
|                            |       |                            
|                            |       | ($ in thousands)           
|Service revenue             |       | $                           | 93,614 |            |  |        | 60.7% |            |  | $ | 86,867 |         |  |  | 61.0% |       
|Roaming revenue             |       |                             | 54,426 |            |  |        | 35.3% |            |  |   | 51,274 |         |  |  | 36.0% |       
|Equipment and other revenue |       |                             | 6,202  |            |  |        | 4.0%  |            |  |   | 4,205  |         |  |  | 3.0%  |       
|                            |       |                             |        |            |  |        |       |            |  |   |        |         |  |  |       |       
|                            | Total |                             | $      | 154,242    |  |        |       | 100.0%     |  |   | $      | 142,346 |  |  |       | 100.0% | 
|                            |       |                             |        |            |  |        |       |            |  |   |        |         |  |  |       |       

For the three months ended June 30, 2003,
our service revenue increased $6.7 million, or 7.8%, to
$93.6 million from $86.9 million for the three months
ended June 30, 2002. This increase was primarily
attributable to our increased subscriber base. Our average
subscriber base increased 11.5% to 708,400 for the

20



---



##### Table of Contents



three months ended June 30, 2003 from
635,600 for the three months ended June 30, 2002. Our
average monthly service revenue per subscriber decreased to $43
for the three months ended June 30, 2003 compared to $45
for the three months ended June 30, 2002 due to increased
competition and market pressure.


For the three months ended June 30, 2003,
our roaming revenue increased $3.1 million, or 6.1%, to
$54.4 million from $51.3 million for the three months
ended June 30, 2002. This increase was attributable to a
19.8% increase in roaming minutes in our existing markets due to
expanded coverage areas and increased usage, offset by a 12.4%
decline in our roaming revenue per minute-of-use.

For the three months ended June 30, 2003,
our equipment and other revenue increased $2.0 million, or
47.5%, to $6.2 million from $4.2 million for the three
months ended June 30, 2002 primarily due to increases in
amounts charged to our affiliates for the increased use of
shared assets.

Cost of service.For
the three months ended June 30, 2003, our total cost of
service decreased $2.9 million, or 7.5%, to
$35.8 million from $38.7 million for the comparable
period in 2002. The following table sets forth the components of
our cost of service for the periods indicated:

|                      |  |                             |        |            |  |        |        |            |  |   |        |  |  |  |        | 
|--------------------- |  | --------------------------- | ------ | ---------- |  | ------ | ------ | ---------- |  | - | ------ |  |  |  | ------ | 
|                      |  |                            
|                      |  | Three Months Ended June 30,
|                      |  |                            
|                      |  |                             |        |           
|                      |  | 2003                        |        | 2002      
|                      |  |                             |        |           
|                      |  | Amount                      |        | Percentage |  | Amount |        | Percentage
|                      |  |                             |        |            |  |        |        |           
|                      |  |                            
|                      |  | ($ in thousands)           
|Network costs         |  | $                           | 20,848 |            |  |        | 58.2%  |            |  | $ | 21,133 |  |  |  | 54.6%  | 
|Roaming costs         |  |                             | 14,955 |            |  |        | 41.8%  |            |  |   | 17,568 |  |  |  | 45.4%  | 
|                      |  |                             |        |            |  |        |        |            |  |   |        |  |  |  |        | 
|Total cost of service |  | $                           | 35,803 |            |  |        | 100.0% |            |  | $ | 38,701 |  |  |  | 100.0% | 
|                      |  |                             |        |            |  |        |        |            |  |   |        |  |  |  |        | 

For the three months ended June 30, 2003,
our network costs, which are the costs incurred from operating
our wireless network and providing service to our customers,
decreased $0.3 million, or 1.3%, to $20.8 million from
$21.1 million for the comparable period in 2002. This
decrease primarily resulted from 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 June 30, 2003,
roaming costs decreased by $2.6 million, or 14.9%, to
$15.0 million from $17.6 million compared to the same
period in 2002. This decrease was the result of a 21.6% decline
in rates charged by those providers resulting from new lower
rate agreements, offset by a 2.4% increase in the minutes used
by our customers on third-party wireless providers
networks.

Cost of equipment.For the three months ended
June 30, 2003, our cost of equipment decreased
$0.4 million, or 3.8%, to $9.9 million during 2003
from $10.3 million in 2002 as a result of a decrease in
gross subscriber additions. Gross subscriber additions were
40,100 during the three months ended June 30, 2003 compared
to 56,700 gross subscriber additions during the three
months ended June 30, 2002.

Marketing and selling costs.For the three months ended
June 30, 2003, our marketing and selling costs decreased
$2.2 million, or 12.1%, to $15.3 million from
$17.5 million for the three months ended June 30,
2002. In addition, as a percentage of total operating revenue,
marketing and selling costs decreased to 10.0% for the three
months ended June 30, 2003 from 12.3% for the three months
ended June 30, 2002, as a result of a decrease in gross
subscriber additions.

General and administrative costs.For the three months ended
June 30, 2003, our general and administrative costs
decreased $0.3 million, or 1.2%, to $17.4 million from
$17.7 million for the three months ended June 30,
2002. In addition, our average monthly general and
administrative costs per average subscriber decreased 13.2% to
approximately $8 for 2003 compared to approximately $9 for 2002.
This decrease in general and administrative costs per subscriber
was primarily from reductions in bad debt expense as a result of
improved collections and efficiencies gained from further
integration of acquired companies and increased economies of
scale.

21



---



##### Table of Contents



Depreciation and amortization expense.For the three months ended
June 30, 2003, our depreciation and amortization expense
increased $2.3 million, or 11.5%, to $22.5 million
from $20.2 million for 2002. This increase is a result of
additional depreciation on fixed assets acquired in 2002 and the
first six months of 2003.

Interest expense.For the three months ended
June 30, 2003, our interest expense decreased
$4.3 million, or 15.3%, to $24.1 million from
$28.4 million for the three months ended June 30,
2002. The decrease resulted primarily from the reduction of our
outstanding balance on our credit facility and decreased
variable interest rates as a result of lower interest rates and
the expiration of our hedges.

Other income, net.For the year ended June 30, 2003,
our other income increased by $1.0 million, or 65.7%, to
$2.5 million from $1.5 million for the year ended
June 30, 2002 due to an increase in interest income.

Minority interests in income of subsidiaries.For the three months ended
June 30, 2003, our minority interests in income of
subsidiaries increased $0.3 million, or 18.5%, to
$1.8 million from $1.5 million in 2002. This increase
was attributable to the increased income earned from our
subsidiaries in established markets in which we do not own a
100% interest.

Loss from investment in joint venture.For the three months ended
June 30, 2002 we incurred a loss, net of income tax
benefits before discontinued operations and cumulative effect of
change in accounting principle, from our American Cellular joint
venture totaling $177.2 million. This loss represents our
proportionate loss in American Cellular, limited to our
investment in American Cellular.

Discontinued operations.For the three months ended
June 30, 2003, we had income from discontinued operations
of $3.6 million as well as a gain from the sale of
discontinued operations of $27.5 million, net of tax
expense, compared to income from discontinued operations of
$2.9 million in 2002. This income represents the income
from operations for the two California properties that were
included in the swap with AT&T Wireless.

Net Income (loss).For the three months ended
June 30, 2003, our net income was $49.7 million. Our
net income increased $157.9 million, from a net loss of
$108.2 million for the three months ended June 30,
2002. The increase in our net income was primarily attributable
to our loss recognized in 2002 from our investment in joint
venture.

Dividends on preferred stock.For the three months ended
June 30, 2003, our dividends on preferred stock decreased
$3.9 million, or 16.1%, to $20.0 million from
$23.9 million for the three months ended June 30,
2002. The decrease in dividends issued during the three months
ended June 30, 2003, is a result of reductions in the
number of shares of our preferred stock outstanding due to
redemptions of our preferred stock in 2002 and 2003.



| |                                                                              
| | -----------------------------------------------------------------------------
| | Six Months Ended June 30, 2003
    Compared to Six Months Ended June 30, 2002

Operating revenue.For the six months ended June 30,
2003, our total operating revenue increased $22.7 million,
or 8.4%, to $292.3 million from $269.6 million for the
comparable period in 2002. The following table sets forth the
components of our operating revenue for the periods indicated:

|                            |       |                           |         |            |  |        |       |            |  |   |         |         |  |  |       |        | 
|--------------------------- | ----- | ------------------------- | ------- | ---------- |  | ------ | ----- | ---------- |  | - | ------- | ------- |  |  | ----- | ------ | 
|                            |       |                          
|                            |       | Six Months Ended June 30,
|                            |       |                          
|                            |       |                           |         |           
|                            |       | 2003                      |         | 2002      
|                            |       |                           |         |           
|                            |       | Amount                    |         | Percentage |  | Amount |       | Percentage
|                            |       |                           |         |            |  |        |       |           
|                            |       |                          
|                            |       | ($ in thousands)         
|Service revenue             |       | $                         | 180,919 |            |  |        | 61.9% |            |  | $ | 166,083 |         |  |  | 61.6% |       
|Roaming revenue             |       |                           | 99,826  |            |  |        | 34.1% |            |  |   | 95,242  |         |  |  | 35.3% |       
|Equipment and other revenue |       |                           | 11,590  |            |  |        | 4.0%  |            |  |   | 8,282   |         |  |  | 3.1%  |       
|                            |       |                           |         |            |  |        |       |            |  |   |         |         |  |  |       |       
|                            | Total |                           | $       | 292,335    |  |        |       | 100.0%     |  |   | $       | 269,607 |  |  |       | 100.0% | 
|                            |       |                           |         |            |  |        |       |            |  |   |         |         |  |  |       |       

For the six months ended June 30, 2003, our
service revenue increased $14.8 million, or 8.9%, to
$180.9 million from $166.1 million for the six months
ended June 30, 2002. This increase was primarily

22



---



##### Table of Contents



attributable to our increased subscriber base.
Our average subscriber base increased 8.9% to 705,100 for the
six months ended June 30, 2003 from 647,400 for the six
months ended June 30, 2002. Our average monthly service
revenue per subscriber decrease to $42 at June 30, 2003
compared to $43 for the six months ended June 30, 2002 due
to increased competition and market pressure.


For the six months ended June 30, 2003, our
roaming revenue increased $4.6 million, or 4.8%, to
$99.8 million from $95.2 million for the six months
ended June 30, 2002. This increase was attributable to a
23.5% increase in roaming minutes in our existing markets due to
expanded coverage areas and increased usage, offset by a 15.7%
decline in our roaming revenue per minute-of-use.

For the six months ended June 30, 2003, our
equipment and other revenue increased $3.3 million, or
40.0%, to $11.6 million from $8.3 million for the six
months ended June 30, 2002 primarily due to increases in
amounts charged to our affiliates for the increased use of
shared assets.

Cost of service.For
the six months ended June 30, 2003, our total cost of
service decreased $6.9 million, or 9.2%, to
$68.6 million from $75.5 million for the comparable
period in 2002. The following table sets forth the components of
our cost of service for the periods indicated:

|                      |  |                           |        |            |  |        |        |            |  |   |        |  |  |  |        | 
|--------------------- |  | ------------------------- | ------ | ---------- |  | ------ | ------ | ---------- |  | - | ------ |  |  |  | ------ | 
|                      |  |                          
|                      |  | Six Months Ended June 30,
|                      |  |                          
|                      |  |                           |        |           
|                      |  | 2003                      |        | 2002      
|                      |  |                           |        |           
|                      |  | Amount                    |        | Percentage |  | Amount |        | Percentage
|                      |  |                           |        |            |  |        |        |           
|                      |  |                          
|                      |  | ($ in thousands)         
|Network costs         |  | $                         | 41,214 |            |  |        | 60.1%  |            |  | $ | 40,897 |  |  |  | 54.1%  | 
|Roaming costs         |  |                           | 27,364 |            |  |        | 39.9%  |            |  |   | 34,644 |  |  |  | 45.9%  | 
|                      |  |                           |        |            |  |        |        |            |  |   |        |  |  |  |        | 
|Total cost of service |  | $                         | 68,578 |            |  |        | 100.0% |            |  | $ | 75,541 |  |  |  | 100.0% | 
|                      |  |                           |        |            |  |        |        |            |  |   |        |  |  |  |        | 

For the six months ended June 30, 2003, our
network costs, which are the costs incurred from operating our
wireless network and providing service to our customers,
increased slightly by $0.3 million to $41.2 million
from $40.9 million for the comparable period in 2002. This
increase was primarily the result of an increase in wholesale
toll charges, due to increases in customer usage, and an
increase in rent incurred from our cell site leases as a result
of the continued build-out of our network, all offset by
decreases resulting from 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 six months ended June 30, 2003,
roaming costs decreased by $7.2 million, or 21.0%, to
$27.4 million from $34.6 million compared to the same
period in 2002. This decrease was the result of a 27.9% decline
in rates charged by those providers resulting from new lower
rate agreements, offset by a 6.2% increase in the minutes used
by our customers on third-party wireless providers
networks.

Cost of equipment.For the six months ended June 30,
2003, our cost of equipment decreased $1.4 million, or
7.2%, to $19.0 million during 2003 from $20.4 million
in 2002 as a result of a decrease in gross subscriber additions.
Gross subscriber additions were 78,800 during the six months
ended June 30, 2003 compared to 110,100 gross
subscriber additions during the six months ended June 30,
2002.

Marketing and selling costs.For the six months ended June 30,
2003, our marketing and selling costs decreased
$4.1 million, or 12.0%, to $29.8 million from
$33.9 million for the six months ended June 30, 2002.
In addition, as a percentage of total operating revenue,
marketing and selling costs decreased to 10.2% for the six
months ended June 30, 2003 from 12.6% for the six months
ended June 30, 2002, as a result of a decrease in gross
subscriber additions.

General and administrative costs.For the six months ended June 30,
2003, our general and administrative costs increased
$0.3 million, or 0.1%, to $35.4 million from
$35.1 million for the six months ended June 30, 2002.
This increase was primarily the result of increased
infrastructure costs, including customer service, billing,
collections and administrative costs as a result of the overall
growth of our business, offset by reductions in bad debt expense
as a result of improved collections and efficiencies gained from
further integration of acquired companies and increased
economies of scale. Our average monthly general and

23



---



##### Table of Contents



administrative costs per average subscriber
decreased 10.7% to approximately $8 for 2003 compared to
approximately $9 for 2002.


Depreciation and amortization expense.For the six months ended June 30,
2003, our depreciation and amortization expense increased
$4.2 million, or 10.5%, to $43.6 million from
$39.4 million for 2002. This increase is a result of
additional depreciation on fixed assets acquired in 2002 and the
first six months of 2003.

Interest expense.For the six months ended June 30,
2003, our interest expense decreased $8.4 million, or
14.7%, to $48.7 million from $57.1 million for the six
months ended June 30, 2002. The decrease resulted primarily
from the reduction of our outstanding balance on our credit
facility and decreased variable interest rates as a result of
lower interest rates and the expiration of our hedges.

Other income, net.For the year ended June 30, 2003,
our other income increased by $1.8 million, or 67.1%, to
$4.5 million from $2.7 million for the year ended
June 30, 2002 due to an increase in interest income.

Minority interests in income of subsidiaries.For the six months ended June 30,
2003, our minority interests in income of subsidiaries increased
$0.5 million, or 16.5% to $3.4 million from
$2.9 million in 2002. This increase was attributable to the
increased income earned from our subsidiaries in established
markets in which we do not own a 100% interest.

Loss from investment in joint venture.For the six months ended June 30,
2002 we incurred a loss, net of income tax benefits before
discontinued operations and cumulative effect of change in
accounting principle, from our American Cellular joint venture
totaling $184.4 million. This loss represents our
proportionate loss in American Cellular, limited to our
investment in American Cellular.

Discontinued operations.For the six months ended June 30,
2003, we had income from discontinued operations (including the
gain on the sale) of $34.7 million compared to income and
gain on sale of $98.5 million in 2002. Discontinued
operations during 2003 relate to the market swap with AT&T
Wireless, while discontinued operations in 2002 relate to both
the market swap with AT&T Wireless and the markets sold to
Verizon Wireless.

Cumulative effect of change in accounting
principle.For the six months ended
June 30, 2002, we recognized a total impairment on our
wireless license acquisition costs of approximately
$174.1 million, net of tax benefit, as a result of
implementing SFAS No. 142, Goodwill and Other
Intangible Assets. Of this total, $33.3 million
reflects our impairment and $140.8 million reflects the
impairment from our 50% interest in American Cellular

Net Income (loss).For the six months ended June 30,
2003, our net income was $64.7 million. Our net income
increased $253.4 million, from a net loss of
$188.7 million for the six months ended June 30, 2002.
The increase in our net income was primarily attributable to our
loss recognized in 2002 from the cumulative effect of change in
accounting principle and on our loss from investment in joint
venture, offset by the gain from the sale of discontinued
operations.

Dividends on preferred stock.For the six months ended June 30,
2003, our dividends on preferred stock decreased
$6.4 million, or 13.5%, to $40.5 million from
$46.9 million for the six months ended June 30, 2002.
The decrease in dividends issued during the six months ended
June 30, 2003, is a result of reductions in the number of
shares of our preferred stock outstanding due to redemptions of
our preferred stock in 2002 and 2003.

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 have
financed our operations through cash flows from operating
activities, bank debt and the sale of debt and equity securities.

24



---



##### Table of Contents





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

At June 30, 2003, we had working capital of
$156.8 million, a ratio of current assets to current
liabilities of 1.8:1 and an unrestricted cash balance of
$256.2 million, which compares to working capital of
$173.7 million, a ratio of current assets to current
liabilities of 1.9:1 and an unrestricted cash balance of
$294.2 million at December 31, 2002.

Our net cash provided by operating activities
totaled $103.1 million for the six months ended
June 30, 2003 compared to $51.2 million for the six
months ended June 30, 2002. The increase was primarily due
to an increase in our income from continuing operations and
changes in our current assets and liabilities.

Our net cash used in investing activities totaled
$53.9 million for the six months ended June 30, 2003,
compared to cash provided by investing activities of
$382.0 million for the six months ended June 30, 2002.
Cash used in investing activities for the six months ended
June 30, 2003 was primarily attributable to capital
expenditures of $50.3 million. Cash provided by investing
activities in the six months ended June 30, 2002 includes
the net proceeds from the sale of certain markets to Verizon
Wireless for a total of approximately $349.7 million, less
approximately $14.1 million reserved in escrow.

Net cash used in financing activities was
$87.2 million for the six months ended June 30, 2003
compared to $351.9 million for the six months ended
June 30, 2002. Financing activity sources for the six
months ended June 30, 2003 consisted primarily of
repayments of long-term debt totaling $35.2 million, the
redemption of $36.6 million of exchangeable preferred stock
and cash dividends on our 12.25% senior exchangeable
preferred stock of $10.8 million. For the six months ended
June 30, 2002, net cash used in financing activities
consisted of repayments of long-term debt totaling
$676.5 million, offset by proceeds of long-term debt
totaling $336.0 million.



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



| |                                                 
| | ------------------------------------------------
| | Dobson Operating Co., L.L.C. Credit
    Facility

On January 14, 2000, we obtained an
$800.0 million credit facility and increased it by
$125.0 million to $925.0 million on May 1, 2000.
This credit facility is structured as a loan to our subsidiary,
Dobson Operating Co. LLC. (DOC LLC), the successor
by merger to Dobson Cellular Operating Company and Dobson
Operating Company, with guarantees from certain of its
subsidiaries and us.

At June 30, 2003, this credit facility
included a $300.0 million revolving credit facility and
$279.5 million remaining of term loan facilities consisting
of a Term A Facility of $130.1 million, a Term B
Facility of $80.7 million and an additional Term B
Facility of $68.7 million. These loans begin to mature in
2007. As of June 30, 2003, we had $484.1 million
outstanding under this credit facility and we had
$95.5 million of availability.

Advances bear interest, at our option, on a prime
rate or LIBOR formula. The weighted average interest rate was
3.4% for the six months ended June 30, 2003. Our
obligations under the credit facility are secured by:



| |   |                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a pledge of our ownership interest in DOC LLC;                                                                                                                                                    
|
| |  | stock and partnership interests of certain of DOC
    LLCs subsidiaries; and                                                                                                                     
|
| |  | liens on substantially all of the assets of DOC
    LLC and its restricted subsidiaries, including FCC licenses, but
    only to the extent such licenses can be pledged under applicable
    law.

We are required to amortize the Term A Facility
with quarterly principal payments of $5.0 million, which
began on June 30, 2001, increasing over the term of the
loan to quarterly principal payments of $11.3 million. We
are required to amortize the Term B Facility with quarterly
principal payments of $375,000 from March 31, 2000
increasing over the term of the loan to quarterly principal
payments of $19.4 million. The company began amortizing the
additional $125.0 million portion of the Term B Facility
with quarterly principal payments of $312,500 on June 30,
2000, increasing over the term of the loan to quarterly
principal payments of $16.5 million. Under certain
circumstances, we are required to make prepayments of proceeds
received from significant asset sales, new borrowings and sales
of equity and a portion of excess cash flow.

25



---



##### Table of Contents



When we completed the sale of four licenses to
Verizon Wireless for a total purchase price of
$348.0 million during February 2002, we permanently prepaid
approximately $293.9 million towards this credit facility.
In addition, we have the right to prepay the credit facility in
whole or in part at any time.


Our credit facility imposes a number of
restrictive covenants that, among other things, limit our
ability to incur additional indebtedness, create liens, make
capital expenditures and pay dividends. In addition, we are
required to maintain certain financial ratios with respect to
the borrower and certain of its subsidiaries, including, but not
limited to:



| |   |                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a ratio of senior indebtedness to operating cash
    flow of initially not more than 6.00 to 1 at June 30, 2003,
    decreasing over time to 5.00 to 1;     
|
| |  | a ratio of operating cash flow to debt service
    requirements of not less than 1.50 to 1;                                                                 
|
| |  | a ratio of operating cash flow to interest
    expense of not less than 2.25 to 1; and                                                                      
|
| |  | a ratio of operating cash flow minus capital
    expenditures to the sum of debt service requirements and cash
    distributions of not less than 1.15 to 1.

At June 30, 2003, we were in compliance with
all required financial ratios and expect to continue to be in
compliance throughout 2003.



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

Our subsidiary, Dobson/ Sygnet Communications
Company, had outstanding $200.0 million aggregate principal
amount of senior notes that mature in 2008. On
September 30, 2002, we purchased $11.5 million
principal amount of these senior notes for $8.9 million.
Therefore, on a consolidated basis at June 30, 2003, the
outstanding Dobson/ Sygnet senior notes had an outstanding
principal balance totaling $188.5 million and we recognized
a gain of $2.2 million after the write-off of related
deferred financing costs and taxes. The Dobson/ Sygnet notes
bear interest at an annual rate of 12.25%, payable semi-annually
on each June 15 and December 15. The Dobson/ Sygnet
note indenture contains restrictive covenants that, among other
things, limit the ability of Dobson/ Sygnet and its subsidiaries
to incur additional indebtedness, create liens, pay dividends or
make distributions in respect of their capital stock, make
investments or certain other restricted payments, sell assets,
redeem capital stock, issue or sell stock of restricted
subsidiaries, enter into transactions with stockholders or
affiliates or effect a consolidation or merger.



| |                                
| | -------------------------------
| | Sygnet Wireless Credit Facility

Our indirect wholly-owned subsidiary, Sygnet
Wireless, is a party to a secured credit agreement for an
aggregate of $293.0 million, consisting of a
$29.3 million revolving credit facility and
$263.7 million of term loan facilities. Interest on the
revolving credit facility and the term loan facilities is based
on a prime rate or a LIBOR formula. The weighted average
interest rate for the six months ended June 30, 2003 was
4.3% and interest rates have ranged between 3.5% and 10.5% since
inception of the credit facility. As of June 30, 2003, we
had $267.1 million outstanding under the Sygnet credit
facility and we had $25.9 million of availability under the
Sygnet credit facility.

The obligations under the Sygnet credit facility
are secured by a pledge of the capital stock of Dobson/
Sygnets operating subsidiary as well as a lien on
substantially all of the assets of Dobson/ Sygnet and the assets
of its operating subsidiary. The Sygnet credit facilities
require that Dobson/ Sygnet and we maintain certain financial
ratios. The failure to maintain these ratios would constitute an
event of default, notwithstanding Dobson/ Sygnets ability
to meet its debt service obligations. The Sygnet credit
facilities amortize quarterly. The $29.3 million revolving
credit facility terminates on September 23, 2006. The
$263.7 million term loans terminate on December 23,
2007. As of June 30, 2003 Dobson/ Sygnet was in compliance
with the required financial ratios. In addition, Dobson/
Sygnets ability to borrow under the Sygnet credit facility
is limited by the requirement that, on a quarterly basis, the
amount available under the credit facility will reduce until it
terminates.

26



---



##### Table of Contents





| |                                                                    
| | -------------------------------------------------------------------
| | American Cellular Credit Facility and Senior
    Subordinated Notes

The American Cellular joint venture has a bank
credit facility of $1.34 billion with Bank of America N.A.,
as Administrative Agent and a group of participating lenders.
American Cellular has required, and will likely continue to
require, substantial capital to further develop, expand and
upgrade its wireless systems. On July 18, 2003, American
Cellular announced its plans to accelerate its GSM/ GPRS overlay
of its networks and thus, American Cellular revised its expected
capital expenditures for 2003. American Cellular originally
projected 2003 capital expenditures of approximately
$60 million now American Cellular plans to accelerate
construction from 2004 into the current year, thus increasing
2003s capital expenditures to approximately
$105 million. At June 30, 2003, American Cellular had
$23.1 million unrestricted cash and $4.1 million in
restricted cash. Upon consummation of the proposed restructuring
and executing a new secured credit facility, American Cellular
expects to have sufficient resources to satisfy its expected
capital expenditures, working capital and debt service
obligations for the foreseeable future.

As of June 30, 2003, American Cellular had
outstanding borrowings under its credit facility of
$864.3 million, with no additional amounts available for
future borrowings.

American Cellulars amended credit facility
imposes a number of restrictive covenants that, among other
things, limit American Cellulars ability to incur
additional indebtedness, create liens and pay dividends. In
addition, American Cellular is required to maintain certain
financial ratios including, but not limited to:



| |   |                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------
| |  | a ratio of senior indebtedness to operating cash
    flow of 5.75 to 1 at June 30, 2003, decreasing overtime to
    2.50 to 1;                
|
| |  | a ratio of total indebtedness to operating cash
    flow of 7.50 to 1 at June 30, 2003, decreasing overtime to
    4.00 to 1;                 
|
| |  | a ratio of operating cash flow to debt service
    requirements of 1.20 to 1 at June 30, 2003, and thereafter;                                
|
| |  | a ratio of operating cash flow to interest
    expense requirement of 1.80 to 1 at June 30, 2003,
    increasing over time to 2.50 to 1;      
|
| |  | a ratio of operating cash flow minus capital
    expenditures to the sum of debt service requirements and cash
    distributions of 1.00 to 1.

Through September 2002, interest on the revolving
credit facility and the term loan facilities was variable and
was based on a prime rate or a LIBOR formula. As a result of
American Cellulars non-compliance with a financial
covenant contained in the credit facility, beginning in October
2002, all borrowings under American Cellulars credit
facility are only available based on prime rate. The weighted
average interest rate for the six months ended June 30,
2003 was 5.8% and interest rates have ranged in total between
4.4% and 10.0% since inception.

American Cellulars credit facility includes
a financial covenant requiring that they not exceed a total debt
leverage ratio of 7.50 to 1.00 in the second quarter of 2003. At
June 30, 2002 and continuing through June 30, 2003,
American Cellular failed to comply with this covenant. American
Cellulars lenders presently have the right, but not the
obligation, to accelerate the repayment of the entire amount
outstanding under the credit facility. Acceleration under the
credit facility would allow the holders of American
Cellulars senior subordinated notes to declare the
principal and interest of the senior subordinated notes
immediately due and payable. American Cellular would then be
required to either refinance the debt or repay the amounts due.
To date, no such acceleration has occurred. On June 30,
2002 and continuing through June 30, 2003, American
Cellular classified all of its long-term debt as current. Unless
such non-compliance is resolved, there continues to be
substantial doubt about American Cellulars ability to
continue as a going concern, as expressed in the independent
auditors reports on American Cellulars 2002 and 2001
financial statements. Also as a result of American
Cellulars non-compliance, beginning in October 2002, all
borrowings under American Cellulars credit facility are
only available based on prime rate, which has increased American
Cellulars borrowing rate. For the six months ended
June 30, 2003, American Cellulars total scheduled
principle payments were approximately $23.2 million, under
its facility. On August 8, 2003, however, American Cellular
and ACC Escrow Corp., our recently formed, wholly-owned,
indirect subsidiary, completed a private offering of

27



---



##### Table of Contents



$900 million aggregate principal amount of
10% senior notes due 2011, for which proceeds were placed
in escrow. Upon consummation of the exchange offer, the net
proceeds of this offer will be used to repay American
Cellulars credit facility as part of the restructuring
plan.


On March 14, 2001, American Cellular sold
$450.0 million principal amount of senior subordinated
notes due 2009 at a discount of $3.3 million. These notes
bear interest at an annual rate of 9.5%. The discount will be
amortized over the life of the notes. On June 4, 2001,
American Cellular sold $250.0 million principal amount of
senior subordinated notes due 2009 at a discount of
$3.6 million that also bear interest at an annual rate of
9.5%. The discount will be amortized over the life of the notes.

For the six months ended June 30, 2003,
American Cellulars total scheduled principle payments were
approximately $23.2 million, under its facility. During the
remainder of 2003 absent acceleration, American Cellular will be
required to make additional scheduled principal payments
totaling $30.6.



| |                      
| | ---------------------
| | Dobson Communications

On February 8, 2001, we issued
200,000 shares of our Series AA Preferred Stock to
AT&T Wireless for aggregate cash proceeds of
$200.0 million. Each share of Series AA Preferred
Stock was entitled to cumulative annual dividends of 5.96% on
the liquidation preference of $1,000 per share, subject to
certain adjustments. Dividends accrued but were not payable
until after February 2006. Each share of Series AA
Preferred Stock was mandatory exchangeable for one share of our
Series A Convertible Preferred Stock, par value
$1.00 per share. Each share of our Series A
Convertible Preferred Stock was convertible into our
class A common stock at a conversion price of
$25.35 per share. At June 30, 2003, we had canceled
all 200,000 shares of Series AA Preferred Stock issued
and outstanding as a result of our exchange agreement with
AT&T Wireless on June 17, 2003.

As of June 30, 2003, we had issued and
outstanding 354,098 shares of 12.25% senior preferred
stock and 183,601 shares of our 13% senior preferred
stock with aggregate liquidation values of $354.1 million
and $187.6 million, respectively, including accrued stock
dividends. Each certificate of designation for our senior
preferred stock contains restrictive covenants, which may limit
our ability to incur indebtedness in the future.

On May 19, 2003, our principal stockholder
DCCLP, and certain of its affiliates, entered into a new credit
agreement with Bank of America, N.A. This credit agreement,
which matures in May 2006, had an aggregate principal amount
outstanding of approximately $60 million as of
June 30, 2003. To secure their obligations under this
credit agreement, DCCLP and its affiliates individually pledged
certain assets, which included beneficial ownership of shares of
our class A and class B common stock. However, the new
agreement eliminates our change of control risk related to
possible future default on the DCCLP loan as DCCLP has retained
a sufficient number of shares of our class B common stock
that are no longer pledged as collateral for DCCLPs loan
from Bank of America, so that a default under the new credit
agreement would not result in our change of control. As a
result, the substantial doubt that existed as of
December 31, 2002 and March 31, 2003 regarding our
ability to continue operating as a going concern no longer
exists. Under the terms of its new agreement with Bank of
America, DCCLP transferred 32.5 million shares of our
class A common stock to Bank of America. On July 18,
2003, an affiliate of Bank of America entered into agreements to
sell 4.0 million shares of our class A common stock,
which had been acquired by Bank of America as part of the loan
restructuring with DCCLP in May of 2003. These sales constitute
a Release Event, as defined in the credit agreement.
As a result, Bank of America has released its lien on an
additional 1.5 million class B shares owned by DCCLP.
Any future sale of shares of our common stock held by Bank of
America will be subject to certain restrictions until May 2006.



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

We had capital expenditures of $50.3 million
for the six months ended June 30, 2003. On July 18,
2003, we announced our plans to accelerate our GSM/ GPRS overlay
of networks and thus, we revised our expected capital
expenditures for 2003. We originally projected 2003 capital
expenditures of approximately $100 million, now we plan to
accelerate construction from 2004 into the current year, thus
increasing 2003s capital expenditures to approximately
$135 million to $145 million. The amount and timing of
capital expenditures

28



---



##### Table of Contents



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 mandatorily redemption provisions on
our senior preferred stock.


In addition, on November 7, 2002, our Board
of Directors adopted a new stock purchase plan, which authorizes
us to purchase up to 10 million shares of our outstanding
class A common stock over the next twelve months. At
June 30, 2003, no shares had been repurchased under this
plan.

On December 17, 2001, we made secured
two-year loans to certain of our current and former officers and
employees. The loans are secured by pledged shares of our
class A common stock and under the loan agreements, the
borrowers have no personal liability to us for the debt, beyond
the loss of the pledged collateral. On July 16, 2003, our
Board of Directors adopted a proposal, which confirmed that
these borrowers could pay the balance of their loans by a sale
of the pledged shares to us. We would then release any remaining
excess collateral to the borrower. The value of the shares would
be determined based on the average closing price of our
class A common stock for the proceeding 5 trading days. To
date, two borrowers have so repaid their loans. No changes were
made in the due date or total amounts due from any of these
borrowers.

We are obligated under an agreement to purchase
approximately $100.5 million of cell site and switching
equipment from Nortel Network Corp. prior to July 15, 2005.
Approximately $20.6 million of the commitment remained
outstanding at June 30, 2003. If we fail to fully meet this
commitment by July 15, 2005, we could be forced to pay a
penalty of up to 20% of the unfulfilled commitment. We expect to
substantially fulfill our purchase commitment under this
agreement prior to its scheduled completion date. We have and
will continue to finance our purchases under this commitment
using cash flows from operations.

Although we cannot provide any assurance,
assuming successful implementation of our strategy, including
the further development of our wireless systems and significant
and sustained growth in our cash flows, we believe that
borrowings under our DOC LLC and Sygnet credit facilities, the
remaining balance of our unrestricted cash and cash flows from
operations will be sufficient to satisfy our currently expected
capital expenditures, working capital and debt service
obligations over the next year. The actual amount and timing of
our future capital requirements may differ materially from our
estimates as a result of, among other things, the demand for our
services and regulatory, technological and competitive
developments. We currently expect that we may need to refinance
our indebtedness at their respective maturities commencing in
2006. We may also need to refinance our mandatory redemption
obligations under our senior preferred stock. Sources of
additional financing may include commercial bank borrowings,
vendor financing and the sale of equity or debt securities. We
cannot assure you that any such financing will be available on
acceptable terms or at all.

Effect of New Accounting Standards

In July 2001, the FASB issued Statements of
Financial Accounting Standards No. 141, Business
Combinations and No. 142, Goodwill and Other
Intangible Assets. These standards prohibit the
application of the pooling-of-interests method of accounting for
business combinations effective June 30, 2001 and require
companies to stop the amortizing existing goodwill and
intangible assets with indefinite lives effective
January 1, 2002. Under the new rules, we are treating our
wireless license acquisition costs as indefinite life intangible
assets. As a result, effective January 1, 2002, we ceased
the amortization of wireless license acquisition costs. Instead,
we will test our indefinite life intangible assets for
impairment at least annually and will only adjust the carrying
amount of these intangible assets upon an impairment of the
indefinite life intangible assets. Through December 31,
2001, our accounting policy was to evaluate the carrying value
of our intangible assets based on our undiscounted cash flows.
However, as a result of implementing SFAS No. 142, we
are now required to evaluate the carrying value of our
indefinite life intangible assets using their fair values. As a
result of our implementation of SFAS No. 142 on
January 1, 2002, we recorded a charge, net of income tax
benefit, of approximately $33.3 million to reflect the
write down of our wireless license acquisition costs to their
fair value and a charge of $140.8 million to reflect our
50% share in the write down to fair value of the wireless
license acquisition costs of our 50% owned joint venture,
American Cellular.

29



---



##### Table of Contents



In July 2001, the FASB issued
SFAS No. 143, Accounting for Asset Retirement
Obligations. This statement provides accounting and
reporting standards for costs associated with the retirement of
long-lived assets. It requires entities to record the fair value
of a liability for an asset retirement obligation in the period
in which it is incurred. When the liability is initially
recorded, the entity capitalizes a cost by increasing the
carrying amount of the related long-lived asset. Over time, the
liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the
related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs
a gain or loss upon settlement. We adopted this standard on
January 1, 2003, with no material effect on our financial
condition or operations.

The FASBs Emerging Issues Task Force issued
EITF 00-21: Accounting for Revenue Arrangements with
Multiple Deliverables, to address certain revenue
recognition issues. The guidance provided from EITF 00-21
addresses both the timing and classification in accounting for
different earnings processes. We do not expect that the adoption
of EITF 00-21 will have a material impact on our financial
condition or operations.

In May, 2003, the FASB issued
SFAS No. 150 Accounting for Certain Financial
Instruments with Characteristics of Liabilities and
Equity. This statement is effective for interim periods
beginning after June 15, 2003 and will require that
mandatorily redeemable preferred stock be classified as a
liability and any related accretion of discount and accrual of
dividends be charged to our statement of operations. Currently,
the charges related to the mandatorily redeemable preferred
stock are not reflected in net income (loss), but are reflected
in determining net income (loss) applicable to common stock. At
June 30, 2003, the carrying value of Dobson
Communications mandatorily redeemable preferred stock that
would have been reclassified as a liability was
$524.9 million. The related dividends that would have been
reflected as interest expense was $40.5 million for the six
months ended June 30, 2003.

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 rapid growth 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 is a major financial institution. As of
June 30, 2003, we did not have any interest rate hedges due
to their expiration in April 2003. For the six months ended
June 30, 2003 and 2002, the interest expense related to the
expired hedges was approximately $2.2 million and
$7.8 million, respectively, due to the decline in current
market interest rates.

At June 30, 2003, we had long-term debt
outstanding of $1.2 billion, of which, $751.2 million
bears interest at floating rates. These rates averaged
7.4% for the six months ended June 30, 2003. One
percentage

30



---



##### Table of Contents



point of an interest rate adjustment would change
our cash interest payments on an annual basis by approximately
$7.5 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 our 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.

31



---



##### 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 and Use of
    Proceeds

Not applicable






|        |                                    
|------- | -----------------------------------
|Item 3. | Defaults Upon Senior
    Securities

Not applicable






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

Our 2003 Annual Meeting of Stockholders was held
on June 20, 2003. At the meeting, the following items were
submitted to a vote of stockholders.

(a) The following nominees were elected to
serve on the Board of Directors:

|                  |  |                |             |                |  |  |         | 
|----------------- |  | -------------- | ----------- | -------------- |  |  | ------- | 
|Name of Nominee   |  | Votes Cast for |             | Votes Withheld
|                  |  |                |             |               
|Everett R. Dobson |  |                | 565,983,811 |                |  |  | 580,915 | 
|Russell L. Dobson |  |                | 565,926,388 |                |  |  | 638,338 | 
|Stephen T. Dobson |  |                | 565,983,826 |                |  |  | 580,900 | 

The following will continue to serve on the Board
of Directors:

Fred
J. Hall

Justin
L. Jaschke


Albert
H. Pharis, Jr


(b) KPMG LLP was elected to serve as our
Independent Public Accountants:

|                |  |                |             |                |  |  |         | 
|--------------- |  | -------------- | ----------- | -------------- |  |  | ------- | 
|Name of Nominee |  | Votes Cast for |             | Votes Withheld
|                |  |                |             |               
|KPMG LLP        |  |                | 565,964,379 |                |  |  | 600,347 | 






|        |                  
|------- | -----------------
|Item 5. | Other Information

Not applicable

32



---



##### Table of Contents








|        |                                     
|------- | ------------------------------------
|Item 6. | Exhibits and Reports on
    Form 8-K

(a) Exhibits

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

|        |   |      |  |             |  |                                                                                                                                                                                                                                                                                                                                                                         |  |  |     |         
|------- | - | ---- |  | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --- | --------
|Exhibit |   |      |  |             |  |                                                                                                                                                                                                                                                                                                                                                                        
|Numbers |   |      |  | Description |  | Method of Filing                                                                                                                                                                                                                                                                                                                                                       
|        |   |      |  |             |  |                                                                                                                                                                                                                                                                                                                                                                        
|        | 2 | .1   |  |             |  | Agreement and Plan of Merger dated
    October 5, 1999 among ACC Acquisition LLC, ACC Acquisition
    Co. and American Cellular Corporation.                                                                                                                                                                                                                            |  |  | (7  | )[2.11] 
|        | 2 | .2   |  |             |  | Agreement and Plan of Recapitalization among
    Dobson Communications Corporation, Dobson Operating Company,
    Dobson CC Limited Partnership, Russell L. Dobson, J.W. Childs
    Equity Partners II, L.P., AT&T Wireless, Inc. and the
    other stockholders of Dobson Communications Corporations
    Class A Common Stock and Class D Preferred Stock.           |  |  | (7  | )[2.15] 
|        | 3 | .1   |  |             |  | Registrants Amended and Restated
    Certificate of Incorporation.                                                                                                                                                                                                                                                                                                     |  |  | (7  | )[3.1]  
|        | 3 | .1.1 |  |             |  | Registrants Certificate of Retirement of
    Senior Exchangeable Preferred Stock dated January 7, 2003                                                                                                                                                                                                                                                                 |  |  | (23 | )[3.1.1]
|        | 3 | .1.2 |  |             |  | Registrants Certificate of Retirement of
    Senior Exchangeable Preferred Stock dated February 4, 2003                                                                                                                                                                                                                                                                |  |  | (23 | )[3.1.2]
|        | 3 | .2   |  |             |  | Registrants Amended and Restated By-laws.                                                                                                                                                                                                                                                                                                                              |  |  | (12 | )[3(ii)]
|        | 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. |  |  | (7  | )[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                                                                                                          |  |  | (8  | )[10.2] 
|        | 4 | .1.2 |  |             |  | Amendment and Consent dated November 24,
    2000 to Amended, Restated and Consolidated Revolving Credit and
    Term Loan Agreement                                                                                                                                                                                                                                    |  |  | (13 | )[4.3.2]
|        | 4 | .1.3 |  |             |  | Amendment and Consent dated May 4, 2001 to
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                          |  |  | (17 | )[4.1.3]
|        | 4 | .1.4 |  |             |  | Amendment dated August 1, 2001 to Amended,
    Restated and Consolidated Revolving Credit and Term Loan
    Agreement                                                                                                                                                                                                                                                   |  |  | (17 | )[4.1.4]
|        | 4 | .1.5 |  |             |  | Amendment dated January 23, 2002 to the
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                             |  |  | (17 | )[4.1.5]
|        | 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 | .3   |  |             |  | Form of Common Stock Certificate.                                                                                                                                                                                                                                                                                                                                       |  |  | (7  | )[4.16] 
|        | 4 | .4   |  |             |  | Indenture dated June 22, 2000 by the
    Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                                         |  |  | (8  | )[4]    
|        | 4 | .5   |  |             |  | Senior Debt Indenture dated as of July 18,
    2001, between the Registrant and The Bank of New York, as
    Trustee                                                                                                                                                                                                                                                    |  |  | (14 | )[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                                                                                                                                                                                                                                               |  |  | (14 | )[4.3]  
|        | 4 | .6.2 |  |             |  | Certificate of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                         |  |  | (14 | )[4.4]  

33



---



##### Table of Contents



|        |    |       |  |             |  |                                                                                                                                                                                  |  |  |     |          
|------- | -- | ----- |  | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --- | ---------
|Exhibit |    |       |  |             |  |                                                                                                                                                                                 
|Numbers |    |       |  | Description |  | Method of Filing                                                                                                                                                                
|        |    |       |  |             |  |                                                                                                                                                                                 
|        | 4  | .7    |  |             |  | Declaration of Trust for Dobson Financing Trust                                                                                                                                  |  |  | (14 | )[4.5]   
|        | 4  | .8    |  |             |  | Indenture dated as February 28, 1997 between
    the Registrant and United States Trust Company of New York,
    as Trustee                                                      |  |  | (5  | )[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 AA Preferred Stock              |  |  | (12 | )[4.1]   
|        | 4  | .11   |  |             |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, optional and Other Special Rights of
    the Registrants Series A Convertible Preferred Stock   |  |  | (12 | )[4.2]   
|        | 10 | .1    |  |             |  | Asset Exchange Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                           |  |  | (22 | )[10.1]  
|        | 10 | .2    |  |             |  | Transition Services Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                      |  |  | (22 | )[10.2]  
|        | 10 | .3    |  |             |  | Master Lease Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                             |  |  | (22 | )[10.3]  
|        | 10 | .4    |  |             |  | Cordova Option Agreement dated as of
    December 24, 2002, among AT&T Wireless Services, Inc.,
    AT&T Wireless Services of Alaska, Inc. and Dobson Cellular
    Systems, Inc. |  |  | (22 | )[10.4]  
|        | 10 | .5    |  |             |  | Registrants 2002 Employee Stock Purchase
    Plan                                                                                                                               |  |  | (19 | )[10.1]  
|        | 10 | .5.1* |  |             |  | Registrants 1996 Stock Option Plan, as
    amended.                                                                                                                             |  |  | (3  | )[10.1.1]
|        | 10 | .5.2* |  |             |  | 2000-1 Amendment to the DCC 1996 Stock Option
    Plan.                                                                                                                          |  |  | (7  | )[10.1.3]
|        | 10 | .5.3* |  |             |  | Dobson Communications Corporation 2000 Stock
    Option Plan.                                                                                                                    |  |  | (7  | )[10.1.4]
|        | 10 | .6    |  |             |  | Registrants 2002 Stock Incentive Plan                                                                                                                                           |  |  | (19 | )[10.2]  
|        | 10 | .7.1* |  |             |  | Letter dated June 3, 1996 from Registrant to
    Bruce R. Knooihuizen describing employment arrangement.                                                                         |  |  | (5  | )[10.3.2]
|        | 10 | .7.2* |  |             |  | Letter dated October 15, 1996 from Fleet
    Equity Partners to Justin L. Jaschke regarding director
    compensation.                                                           |  |  | (5  | )[10.3.3]
|        | 10 | .7.3* |  |             |  | Letter dated October 28, 1997 from
    Registrant to R. Thomas Morgan describing employment arrangement.                                                                         |  |  | (1  | )[10.3.5]
|        | 10 | .7.4* |  |             |  | Letter dated August 25, 1998 from Registrant
    to Richard D. Sewell, Jr. describing employment arrangement.                                                                    |  |  | (3  | )[10.3.6]
|        | 10 | .7.5* |  |             |  | Consulting Agreement dated December 21, 1998
    between Registrant and Albert H. Pharis, Jr.                                                                                    |  |  | (3  | )[10.3.7]
|        | 10 | .7.6* |  |             |  | Consulting Agreement dated August 15, 1998
    between the Registrant and Russell L. Dobson and Addendum
    thereto dated October 1, 1998.                                      |  |  | (7  | )[10.3.8]
|        | 10 | .8    |  |             |  | General Purchase Agreement dated January 13,
    1998 between Lucent Technologies, Inc. and Dobson Cellular
    Systems, Inc., as amended                                        |  |  | (1  | )[10.4.7]
|        | 10 | .8.1  |  |             |  | Amendment No. 1 to General Purchase
    Agreement between Dobson Cellular Systems and Lucent
    Technologies, Inc.                                                              |  |  | (9  | )[10.4.3]
|        | 10 | .9    |  |             |  | Operating Agreement dated January 16, 1998,
    as amended, between AT&T Wireless Services, Inc. and Dobson
    Cellular Systems, Inc.                                           |  |  | (7  | )[10.4.4]
|        | 10 | .9.1  |  |             |  | 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    |  |  | (18 | )[10.5.1]

34



---



##### Table of Contents



|        |    |        |  |             |  |                                                                                                                                                                                                                                                                                     |  |  |     |            
|------- | -- | ------ |  | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --- | -----------
|Exhibit |    |        |  |             |  |                                                                                                                                                                                                                                                                                    
|Numbers |    |        |  | Description |  | Method of Filing                                                                                                                                                                                                                                                                   
|        |    |        |  |             |  |                                                                                                                                                                                                                                                                                    
|        | 10 | .9.2   |  |             |  | 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                                                                                                 |  |  | (24 | )[10.9.2]  
|        | 10 | .10   |  |             |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated as
    of November 16, 2001.                                                                                                                                          |  |  | (17 | )[10.6]    
|        | 10 | .10.1 |  |             |  | Amendment No. 1 to the Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation, dated August 5, 2002.                                                                                                                            |  |  | (20 | )[10.6.1]  
|        | 10 | .11    |  |             |  | Second Amended and Restated Partnership Agreement
    of Gila River Cellular General Partnership dated
    September 30, 1997                                                                                                                                                       |  |  | (6  | )[10.8]    
|        | 10 | .12    |  |             |  | Stockholder and Investor Rights Agreement dated
    January 31, 2000 among the Registrant and the Shareholders
    listed therein (without exhibits).                                                                                                                               |  |  | (7  | )[10.7.2.3]
|        | 10 | .12.1  |  |             |  | Amendment No. 1 to Stockholder and Investor
    rights Agreement among AT&T Wireless Services, Inc., the
    Registrant, and certain other parties                                                                                                                                  |  |  | (12 | )[10.4]    
|        | 10 | .13   |  |             |  | License Agreement dated October 8, 2001
    between Dobson Communications Corporations and H.O. Systems, Inc.                                                                                                                                                                       |  |  | (17 | )[10.9]    
|        | 10 | .14*   |  |             |  | Form of Dobson Communications Corporation
    Director Indemnification Agreement.                                                                                                                                                                                                   |  |  | (7  | )[10.9]    
|        | 10 | .15    |  |             |  | Agreement and Plan of Reorganization and
    Corporation Separation between Dobson Communications Corporation
    and Logix Communications Enterprises dated January 24, 2000                                                                                                       |  |  | (7  | )[10.10]   
|        | 10 | .16    |  |             |  | 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.                                                                                                |  |  | (10 | )[10.1]    
|        | 10 | .17    |  |             |  | Amended and Restated Supplemental Agreement among
    AT&T Wireless, Dobson Communications Corporation, Dobson CC
    Limited Partnership, and other signatories thereto, dated
    February 25, 2000.                                                                              |  |  | (10 | )[10.1.1]  
|        | 10 | .18    |  |             |  | Amended and Restated Management Agreement between
    Dobson Cellular Systems, Inc. and ACC Acquisition LLC dated as
    of February 25, 2000.                                                                                                                                      |  |  | (10 | )[10.2]    
|        | 10 | .19    |  |             |  | 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).  |  |  | (10 | )[10.3]    
|        | 10 | .19.1  |  |             |  | 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                                                                                               |  |  | (18 | )[10.16.1] 
|        | 10 | .20    |  |             |  | 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). |  |  | (10 | )[10.4]    
|        | 10 | .21.1  |  |             |  | Stock Purchase Agreement Between AT&T
    Wireless Services, Inc. and Dobson Communications Corporation
    dated as of November 6, 2000.                                                                                                                                           |  |  | (11 | )[10.14]   
|        | 10 | .21.2  |  |             |  | Amendment No. 1 to Stock Purchase Agreement
    between the Registrant and AT&T Wireless Services, Inc.
    dated February 8, 2001                                                                                                                                                  |  |  | (12 | )[10.1]    
|        | 10 | .22    |  |             |  | Exchange Agreement between the Registrant and
    AT&T Wireless Services, Inc. dated February 8, 2001                                                                                                                                                                               |  |  | (12 | )[10.2]    
|        | 10 | .23    |  |             |  | PCS Transfer Rights Agreement between the
    Registrant and AT&T Wireless Services, Inc. dated
    February 8, 2001                                                                                                                                                                |  |  | (12 | )[10.3]    

35



---



##### Table of Contents



|        |     |      |  |             |  |                                                                                                                                                                                                                                                                                  |  |  |     |         
|------- | --- | ---- |  | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --- | --------
|Exhibit |     |      |  |             |  |                                                                                                                                                                                                                                                                                 
|Numbers |     |      |  | Description |  | Method of Filing                                                                                                                                                                                                                                                                
|        |     |      |  |             |  |                                                                                                                                                                                                                                                                                 
|        | 10  | .24  |  |             |  | 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                                                                                        |  |  | (15 | )[10.22]
|        | 10  | .25  |  |             |  | 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                                                                                          |  |  | (16 | )[10.1] 
|        | 10  | .26 |  |             |  | 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.                                                                            |  |  | (17 | )[10.23]
|        | 10  | .27  |  |             |  | Master Services Agreement between Dobson Cellular
    Systems, Inc. and Convergys Information Management Group Inc.
    dated December 1, 2002.                                                                                                                                  |  |  | (21 | )[10.24]
|        | 10  | .28 |  |             |  | Roaming Agreement for GSM/ GPRS between AT&T
    Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated
    July 11, 2003.                                                                                                                                              |  |  | (24 | )[10.28]
|        | *10 | .29 |  |             |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated
    July 11, 2003, as amended.                                                                                                                                    |  |  | (24 | )[10.29]
|        | *10 | .30 |  |             |  | Roaming Agreement for GSM/ GPRS between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003.                                                                                                                                              |  |  | (24 | )[10.30]
|        | *10 | .31 |  |             |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003.                                                                                                                                                |  |  | (24 | )[10.31]
|        | *10 | .32 |  |             |  | 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 |  |  | (24 | )[10.32]
|        | 31  | .1   |  |             |  | Rule 13a-14(a) Certification by our Chairman
    and Chief Executive Officer.                                                                                                                                                                                                    |  |  | (4  | )       
|        | 31  | .2   |  |             |  | Rule 13a-14(a) Certification by our Chief
    Financial Officer.                                                                                                                                                                                                                 |  |  | (4  | )       
|        | 32  | .1   |  |             |  | Section 1350 Certification by our Chairman and
    Chief Executive Officer.                                                                                                                                                                                                      |  |  | (4  | )       
|        | 32  | .2   |  |             |  | Section 1350 Certification by our Chief Financial
    Officer.                                                                                                                                                                                                                   |  |  | (4  | )       



---



| |   |                                                             
| | - | ------------------------------------------------------------
| | * | 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 herewith.                                                                                                                                                                                                            
|
| | (5) | 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.                     
|
| | (6) | 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.
|
| | (7) | 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.                     
|
| | (8) | 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.                                    
|
| | (9) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4/ A (Registration
    No. 333-41512), as the exhibit number indicated in brackets
    and incorporated by reference herein.                  

36



---



##### Table of Contents





|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | 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.                     
|    
|(11) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2000, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(12) | 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.                     
|    
|(13) | 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.        
|    
|(14) | 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.       
|    
|(15) | 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.
|    
|(16) | 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.                        
|    
|(17) | 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.        
|    
|(18) | 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.                             
|    
|(19) | 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.                            
|    
|(20) | 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.
|    
|(21) | 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.                       
|    
|(22) | Filed as an exhibit to the Registrants
    current report on Form 8-K on January 7, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                         
|    
|(23) | 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.    
|    
|(24) | 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.                           

(b) Reports on Form 8-K

The Registrant filed a Current Report on form 8-K
on April 4, 2003, which reported the Registrant has been
advised by its principle shareholder Dobson CC Limited
Partnership, or DCCLP, that DCCLP and Bank of America, N.A.
reached an agreement in principle for the amendment and
restructuring of the Banks loan to DCCLP, which had a
maturity date of March 31, 2003, under Item 5.
Other Events and Required FD Disclosure and
Item 7. Financial Statement and Exhibits.

The Registrant filed a Current Report on form 8-K
on April 22, 2003, which reported the Registrant has been
advised by its principle shareholder Dobson CC Limited
Partnership, or DCCLP, that DCCLP and Bank of America, N.A. have
extended the time to reach a definitive agreement for the
amendment and restructuring of the Banks loan to DCCLP,
until April 25, 2003, under Item 5. Other Events
and Required FD Disclosure and Item 7.
Financial Statement and Exhibits.

The Registrant filed a Current Report on form 8-K
on May 15, 2003, which reported the Registrants
submission to the Securities and Exchange Commission a
certification by its Chief Executive Officer and the Chief
Financial Officer pursuant to 18 U.S.C. Sec. 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 of the Registrants report on Form 10-Q for
the three months ended March 31, 2003, under
Item 9. Regulation FD Disclosure.

37



---



##### Table of Contents



The Registrant filed a Current Report on form 8-K
on May 28, 2003, which reported the Registrants
Executive Vice President and Chief Financial Officer, Bruce R.
Knooihuizen, sold 79,475 shares of the Registrants
common stock pursuant to Rule 144 promulgated under the
Securities Act of 1933, under Item 5. Other Events
and Required FD Disclosure and Item 7.
Financial Statement and Exhibits.

The Registrant filed a Current Report on form 8-K
on June 19, 2003, which reported the Registrant consummated
the exchange of its FCC licenses and related assets located in
California to AT&T Wireless Services, Inc., or AWE, for
AWEs FCC licenses and related assets located in Alaska,
under Item 2. Acquisitions and Disposition of
Assets and Item 7. Financial Statements and
Exhibits.

38



---



##### 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: August 14, 2003 |  | /s/ EVERETT R. DOBSON
    ------------------------------------------------
     Everett R. DobsonChairman of the Board and
    Chief Executive Officer                             
|                     
|Date: August 14, 2003 |  | /s/ BRUCE R. KNOOIHUIZEN
    ------------------------------------------------
     Bruce R. KnooihuizenVice President and Chief Financial Officer
    (principal financial officer)

39



---



##### Table of Contents






INDEX TO EXHIBITS

|        |   |      |  |             |  |                                                                                                                                                                                                                                                                                                                                                                         |  |  |     |         
|------- | - | ---- |  | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --- | --------
|Exhibit |   |      |  |             |  |                                                                                                                                                                                                                                                                                                                                                                        
|Numbers |   |      |  | Description |  | Method of Filing                                                                                                                                                                                                                                                                                                                                                       
|        |   |      |  |             |  |                                                                                                                                                                                                                                                                                                                                                                        
|        | 2 | .1   |  |             |  | Agreement and Plan of Merger dated
    October 5, 1999 among ACC Acquisition LLC, ACC Acquisition
    Co. and American Cellular Corporation.                                                                                                                                                                                                                            |  |  | (7  | )[2.11] 
|        | 2 | .2   |  |             |  | Agreement and Plan of Recapitalization among
    Dobson Communications Corporation, Dobson Operating Company,
    Dobson CC Limited Partnership, Russell L. Dobson, J.W. Childs
    Equity Partners II, L.P., AT&T Wireless, Inc. and the
    other stockholders of Dobson Communications Corporations
    Class A Common Stock and Class D Preferred Stock.           |  |  | (7  | )[2.15] 
|        | 3 | .1   |  |             |  | Registrants Amended and Restated
    Certificate of Incorporation.                                                                                                                                                                                                                                                                                                     |  |  | (7  | )[3.1]  
|        | 3 | .1.1 |  |             |  | Registrants Certificate of Retirement of
    Senior Exchangeable Preferred Stock dated January 7, 2003                                                                                                                                                                                                                                                                 |  |  | (23 | )[3.1.1]
|        | 3 | .1.2 |  |             |  | Registrants Certificate of Retirement of
    Senior Exchangeable Preferred Stock dated February 4, 2003                                                                                                                                                                                                                                                                |  |  | (23 | )[3.1.2]
|        | 3 | .2   |  |             |  | Registrants Amended and Restated By-laws.                                                                                                                                                                                                                                                                                                                              |  |  | (12 | )[3(ii)]
|        | 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. |  |  | (7  | )[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                                                                                                          |  |  | (8  | )[10.2] 
|        | 4 | .1.2 |  |             |  | Amendment and Consent dated November 24,
    2000 to Amended, Restated and Consolidated Revolving Credit and
    Term Loan Agreement                                                                                                                                                                                                                                    |  |  | (13 | )[4.3.2]
|        | 4 | .1.3 |  |             |  | Amendment and Consent dated May 4, 2001 to
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                          |  |  | (17 | )[4.1.3]
|        | 4 | .1.4 |  |             |  | Amendment dated August 1, 2001 to Amended,
    Restated and Consolidated Revolving Credit and Term Loan
    Agreement                                                                                                                                                                                                                                                   |  |  | (17 | )[4.1.4]
|        | 4 | .1.5 |  |             |  | Amendment dated January 23, 2002 to the
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                             |  |  | (17 | )[4.1.5]
|        | 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 | .3   |  |             |  | Form of Common Stock Certificate.                                                                                                                                                                                                                                                                                                                                       |  |  | (7  | )[4.16] 
|        | 4 | .4   |  |             |  | Indenture dated June 22, 2000 by the
    Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                                         |  |  | (8  | )[4]    
|        | 4 | .5   |  |             |  | Senior Debt Indenture dated as of July 18,
    2001, between the Registrant and The Bank of New York, as
    Trustee                                                                                                                                                                                                                                                    |  |  | (14 | )[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                                                                                                                                                                                                                                               |  |  | (14 | )[4.3]  
|        | 4 | .6.2 |  |             |  | Certificate of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                         |  |  | (14 | )[4.4]  
|        | 4 | .7   |  |             |  | Declaration of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                         |  |  | (14 | )[4.5]  
|        | 4 | .8   |  |             |  | Indenture dated as February 28, 1997 between
    the Registrant and United States Trust Company of New York,
    as Trustee                                                                                                                                                                                                                                             |  |  | (5  | )[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 AA Preferred Stock                                                                                                                                                                                                     |  |  | (12 | )[4.1]  



---



##### Table of Contents



|        |    |        |  |             |  |                                                                                                                                                                                     |  |  |     |            
|------- | -- | ------ |  | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --- | -----------
|Exhibit |    |        |  |             |  |                                                                                                                                                                                    
|Numbers |    |        |  | Description |  | Method of Filing                                                                                                                                                                   
|        |    |        |  |             |  |                                                                                                                                                                                    
|        | 4  | .11    |  |             |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, optional and Other Special Rights of
    the Registrants Series A Convertible Preferred Stock      |  |  | (12 | )[4.2]     
|        | 10 | .1     |  |             |  | Asset Exchange Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                              |  |  | (22 | )[10.1]    
|        | 10 | .2     |  |             |  | Transition Services Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                         |  |  | (22 | )[10.2]    
|        | 10 | .3     |  |             |  | Master Lease Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                |  |  | (22 | )[10.3]    
|        | 10 | .4     |  |             |  | Cordova Option Agreement dated as of
    December 24, 2002, among AT&T Wireless Services, Inc.,
    AT&T Wireless Services of Alaska, Inc. and Dobson Cellular
    Systems, Inc.    |  |  | (22 | )[10.4]    
|        | 10 | .5     |  |             |  | Registrants 2002 Employee Stock Purchase
    Plan                                                                                                                                  |  |  | (19 | )[10.1]    
|        | 10 | .5.1*  |  |             |  | Registrants 1996 Stock Option Plan, as
    amended.                                                                                                                                |  |  | (3  | )[10.1.1]  
|        | 10 | .5.2*  |  |             |  | 2000-1 Amendment to the DCC 1996 Stock Option
    Plan.                                                                                                                             |  |  | (7  | )[10.1.3]  
|        | 10 | .5.3*  |  |             |  | Dobson Communications Corporation 2000 Stock
    Option Plan.                                                                                                                       |  |  | (7  | )[10.1.4]  
|        | 10 | .6     |  |             |  | Registrants 2002 Stock Incentive Plan                                                                                                                                              |  |  | (19 | )[10.2]    
|        | 10 | .7.1*  |  |             |  | Letter dated June 3, 1996 from Registrant to
    Bruce R. Knooihuizen describing employment arrangement.                                                                            |  |  | (5  | )[10.3.2]  
|        | 10 | .7.2*  |  |             |  | Letter dated October 15, 1996 from Fleet
    Equity Partners to Justin L. Jaschke regarding director
    compensation.                                                              |  |  | (5  | )[10.3.3]  
|        | 10 | .7.3*  |  |             |  | Letter dated October 28, 1997 from
    Registrant to R. Thomas Morgan describing employment arrangement.                                                                            |  |  | (1  | )[10.3.5]  
|        | 10 | .7.4*  |  |             |  | Letter dated August 25, 1998 from Registrant
    to Richard D. Sewell, Jr. describing employment arrangement.                                                                       |  |  | (3  | )[10.3.6]  
|        | 10 | .7.5*  |  |             |  | Consulting Agreement dated December 21, 1998
    between Registrant and Albert H. Pharis, Jr.                                                                                       |  |  | (3  | )[10.3.7]  
|        | 10 | .7.6*  |  |             |  | Consulting Agreement dated August 15, 1998
    between the Registrant and Russell L. Dobson and Addendum
    thereto dated October 1, 1998.                                         |  |  | (7  | )[10.3.8]  
|        | 10 | .8     |  |             |  | General Purchase Agreement dated January 13,
    1998 between Lucent Technologies, Inc. and Dobson Cellular
    Systems, Inc., as amended                                           |  |  | (1  | )[10.4.7]  
|        | 10 | .8.1   |  |             |  | Amendment No. 1 to General Purchase
    Agreement between Dobson Cellular Systems and Lucent
    Technologies, Inc.                                                                 |  |  | (9  | )[10.4.3]  
|        | 10 | .9     |  |             |  | Operating Agreement dated January 16, 1998,
    as amended, between AT&T Wireless Services, Inc. and Dobson
    Cellular Systems, Inc.                                              |  |  | (7  | )[10.4.4]  
|        | 10 | .9.1   |  |             |  | 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       |  |  | (18 | )[10.5.1]  
|        | 10 | .9.2   |  |             |  | 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 |  |  | (24 | )[10.9.2]  
|        | 10 | .10   |  |             |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated as
    of November 16, 2001.                                          |  |  | (17 | )[10.6]    
|        | 10 | .10.1 |  |             |  | Amendment No. 1 to the Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation, dated August 5, 2002.                            |  |  | (20 | )[10.6.1]  
|        | 10 | .11    |  |             |  | Second Amended and Restated Partnership Agreement
    of Gila River Cellular General Partnership dated
    September 30, 1997                                                       |  |  | (6  | )[10.8]    
|        | 10 | .12    |  |             |  | Stockholder and Investor Rights Agreement dated
    January 31, 2000 among the Registrant and the Shareholders
    listed therein (without exhibits).                               |  |  | (7  | )[10.7.2.3]



---



##### Table of Contents



|        |     |       |  |             |  |                                                                                                                                                                                                                                                                                     |  |  |     |           
|------- | --- | ----- |  | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --- | ----------
|Exhibit |     |       |  |             |  |                                                                                                                                                                                                                                                                                    
|Numbers |     |       |  | Description |  | Method of Filing                                                                                                                                                                                                                                                                   
|        |     |       |  |             |  |                                                                                                                                                                                                                                                                                    
|        | 10  | .12.1 |  |             |  | Amendment No. 1 to Stockholder and Investor
    rights Agreement among AT&T Wireless Services, Inc., the
    Registrant, and certain other parties                                                                                                                                  |  |  | (12 | )[10.4]   
|        | 10  | .13  |  |             |  | License Agreement dated October 8, 2001
    between Dobson Communications Corporations and H.O. Systems, Inc.                                                                                                                                                                       |  |  | (17 | )[10.9]   
|        | 10  | .14*  |  |             |  | Form of Dobson Communications Corporation
    Director Indemnification Agreement.                                                                                                                                                                                                   |  |  | (7  | )[10.9]   
|        | 10  | .15   |  |             |  | Agreement and Plan of Reorganization and
    Corporation Separation between Dobson Communications Corporation
    and Logix Communications Enterprises dated January 24, 2000                                                                                                       |  |  | (7  | )[10.10]  
|        | 10  | .16   |  |             |  | 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.                                                                                                |  |  | (10 | )[10.1]   
|        | 10  | .17   |  |             |  | Amended and Restated Supplemental Agreement among
    AT&T Wireless, Dobson Communications Corporation, Dobson CC
    Limited Partnership, and other signatories thereto, dated
    February 25, 2000.                                                                              |  |  | (10 | )[10.1.1] 
|        | 10  | .18   |  |             |  | Amended and Restated Management Agreement between
    Dobson Cellular Systems, Inc. and ACC Acquisition LLC dated as
    of February 25, 2000.                                                                                                                                      |  |  | (10 | )[10.2]   
|        | 10  | .19   |  |             |  | 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).  |  |  | (10 | )[10.3]   
|        | 10  | .19.1 |  |             |  | 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                                                                                               |  |  | (18 | )[10.16.1]
|        | 10  | .20   |  |             |  | 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). |  |  | (10 | )[10.4]   
|        | 10  | .21.1 |  |             |  | Stock Purchase Agreement Between AT&T
    Wireless Services, Inc. and Dobson Communications Corporation
    dated as of November 6, 2000.                                                                                                                                           |  |  | (11 | )[10.14]  
|        | 10  | .21.2 |  |             |  | Amendment No. 1 to Stock Purchase Agreement
    between the Registrant and AT&T Wireless Services, Inc.
    dated February 8, 2001                                                                                                                                                  |  |  | (12 | )[10.1]   
|        | 10  | .22   |  |             |  | Exchange Agreement between the Registrant and
    AT&T Wireless Services, Inc. dated February 8, 2001                                                                                                                                                                               |  |  | (12 | )[10.2]   
|        | 10  | .23   |  |             |  | PCS Transfer Rights Agreement between the
    Registrant and AT&T Wireless Services, Inc. dated
    February 8, 2001                                                                                                                                                                |  |  | (12 | )[10.3]   
|        | 10  | .24   |  |             |  | 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                                                                                           |  |  | (15 | )[10.22]  
|        | 10  | .25   |  |             |  | 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                                                                                             |  |  | (16 | )[10.1]   
|        | 10  | .26  |  |             |  | 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.                                                                               |  |  | (17 | )[10.23]  
|        | 10  | .27   |  |             |  | Master Services Agreement between Dobson Cellular
    Systems, Inc. and Convergys Information Management Group Inc.
    dated December 1, 2002.                                                                                                                                     |  |  | (21 | )[10.24]  
|        | 10  | .28  |  |             |  | Roaming Agreement for GSM/ GPRS between AT&T
    Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated
    July 11, 2003.                                                                                                                                                 |  |  | (24 | )[10.28]  
|        | *10 | .29  |  |             |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated
    July 11, 2003, as amended.                                                                                                                                       |  |  | (24 | )[10.29]  



---



##### Table of Contents



|        |     |      |  |             |  |                                                                                                                                                                                                                                                                                  |  |  |     |         
|------- | --- | ---- |  | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --- | --------
|Exhibit |     |      |  |             |  |                                                                                                                                                                                                                                                                                 
|Numbers |     |      |  | Description |  | Method of Filing                                                                                                                                                                                                                                                                
|        |     |      |  |             |  |                                                                                                                                                                                                                                                                                 
|        | *10 | .30 |  |             |  | Roaming Agreement for GSM/ GPRS between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003.                                                                                                                                              |  |  | (24 | )[10.30]
|        | *10 | .31 |  |             |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003.                                                                                                                                                |  |  | (24 | )[10.31]
|        | *10 | .32 |  |             |  | 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 |  |  | (24 | )[10.32]
|        | 31  | .1   |  |             |  | Rule 13a-14(a) Certification by our Chairman
    and Chief Executive Officer.                                                                                                                                                                                                    |  |  | (4  | )       
|        | 31  | .2   |  |             |  | Rule 13a-14(a) Certification by our Chief
    Financial Officer.                                                                                                                                                                                                                 |  |  | (4  | )       
|        | 32  | .1   |  |             |  | Section 1350 Certification by our Chairman and
    Chief Executive Officer.                                                                                                                                                                                                      |  |  | (4  | )       
|        | 32  | .2   |  |             |  | Section 1350 Certification by our Chief Financial
    Officer.                                                                                                                                                                                                                   |  |  | (4  | )       



---



| |   |                                                             
| | - | ------------------------------------------------------------
| | * | 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 herewith.                                                                                                                                                                                                            
|
| | (5) | 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.                     
|
| | (6) | 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.
|
| | (7) | 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.                     
|
| | (8) | 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.                                    
|
| | (9) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4/ A (Registration
    No. 333-41512), as the exhibit number indicated in brackets
    and incorporated by reference herein.                  



|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | 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.                     
|    
|(11) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2000, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(12) | 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.                     
|    
|(13) | 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.        
|    
|(14) | 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.       
|    
|(15) | 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.
|    
|(16) | 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.                        



---



##### Table of Contents





|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(17) | 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.        
|    
|(18) | 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.                             
|    
|(19) | 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.                            
|    
|(20) | 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.
|    
|(21) | 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.                       
|    
|(22) | Filed as an exhibit to the Registrants
    current report on Form 8-K on January 7, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                         
|    
|(23) | 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.    
|    
|(24) | 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.