##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION



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Form 10-Q

|  |  |                                                                                                 
|- |  | ------------------------------------------------------------------------------------------------
|þ |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934 
| 
|  |  | For the Quarterly Period Ended March 31,
    2002                                               
| 
|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



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Dobson Communications Corporation

(Exact name of registrant as specified in its
charter)


|                                                                                           |  |                                         
|------------------------------------------------------------------------------------------ |  | ----------------------------------------
|Oklahoma                                                                                   |  | 75-1513309                              
|(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

As of May 6, 2002, there were
35,896,137 shares of registrants $.001 par value
Class A Common Stock outstanding and 54,977,481 shares
of the registrants $.001 par value Class B
Common Stock outstanding.



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TABLE OF CONTENTS



|                              |                                                                                               |  |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|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                                         
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                              | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|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                   



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##### 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
    March 31, 2002 and December 31, 2001                        |  |  | 2  | 
|                              |   |  |  | Condensed Consolidated Statements of Operations
    for the Three Months Ended March 31, 2002 and 2001      |  |  | 3  | 
|                              |   |  |  | Condensed Consolidated Statement of
    Stockholders Deficit for the Three Months Ended
    March 31, 2002 |  |  | 4  | 
|                              |   |  |  | Condensed Consolidated Statements of Cash Flows
    for the Three Months Ended March 31, 2002 and 2001      |  |  | 5  | 
|                              |   |  |  | Notes to Condensed Consolidated Financial
    Statements                                                    |  |  | 6  | 
|                              | 2 |  |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations                   |  |  | 14 | 
|                              | 3 |  |  | Quantitative and Qualitative Disclosure about
    Market Risk                                               |  |  | 26 | 
|PART II. OTHER INFORMATION   
|                              | 1 |  |  | Legal Proceedings                                                                                           |  |  | 27 | 
|                              | 2 |  |  | Changes in Securities and Use of Proceeds                                                                   |  |  | 27 | 
|                              | 3 |  |  | Defaults Upon Senior Securities                                                                             |  |  | 27 | 
|                              | 4 |  |  | Submission of Matters to a Vote of Security
    Holders                                                     |  |  | 27 | 
|                              | 5 |  |  | Other Information                                                                                           |  |  | 27 | 
|                              | 6 |  |  | Exhibits and Reports on Form 8-K                                                                            |  |  | 27 | 

1



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##### Table of Contents






PART I. FINANCIAL INFORMATION




Item 1.     Financial
Statements

DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED BALANCE
SHEETS


|                                          |                                                                                                                                                                                |                             |                                             |                   |               |               |             |               |               |               | 
|----------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------- | ------------------------------------------- | ----------------- | ------------- | ------------- | ----------- | ------------- | ------------- | ------------- | 
|                                          |                                                                                                                                                                                | March 31, 2002              |                                             | December 31, 2001
|                                          |                                                                                                                                                                                |                             |                                             |                  
|                                          |                                                                                                                                                                                |                            
|                                          |                                                                                                                                                                                | (Unaudited)                
|ASSETS                                   
|CURRENT ASSETS:                           |                                                                                                                                                                                |                             |                                             |                   |               |               |             |              
|                                          | Cash and cash equivalents                                                                                                                                                      |                             | $                                           | 157,218,683       |               |               | $           | 161,568,162   |              
|                                          | Accounts receivable                                                                                                                                                           |                             |                                             |                   |               |               |             |               |              
|                                          |                                                                                                                                                                                | Customers, net              |                                             |                   | 67,421,890    |               |             |               | 83,769,879    |              
|                                          |                                                                                                                                                                                | Affiliates                  |                                             |                   | 36,786,577    |               |             |               | 19,065,333    |              
|                                          | Inventory                                                                                                                                                                      |                             |                                             | 31,804,899        |               |               |             | 22,538,344    |              
|                                          | Deposits                                                                                                                                                                       |                             |                                             | 91,205,000        |               |               |             | 91,205,000    |              
|                                          | Prepaid expenses and other                                                                                                                                                     |                             |                                             | 7,345,622         |               |               |             | 7,929,074     |              
|                                          |                                                                                                                                                                                |                             |                                             |                   |               |               |             |              
|                                          |                                                                                                                                                                                | Total current assets        |                                             |                   | 391,782,671   |               |             |               | 386,075,792   |              
|                                          |                                                                                                                                                                                |                             |                                             |                   |               |               |             |              
|PROPERTY, PLANT AND EQUIPMENT, net        |                                                                                                                                                                                |                             | 296,153,964                                 |                   |               |               | 296,195,780 |              
|                                          |                                                                                                                                                                                |                             |                                             |                   |               |               |             |              
|OTHER ASSETS:                             |                                                                                                                                                                                |                             |                                             |                   |               |               |             |              
|                                          | Receivables  affiliate                                                                                                                                                        |                             |                                             | 1,447,880         |               |               |             | 924,303       |              
|                                          | Restricted assets                                                                                                                                                              |                             |                                             | 14,112,877        |               |               |             |              |              
|                                          | Wireless license acquisition costs, net                                                                                                                                        |                             |                                             | 1,178,644,019     |               |               |             | 1,232,032,556 |              
|                                          | Deferred financing costs, net                                                                                                                                                  |                             |                                             | 66,784,816        |               |               |             | 69,426,525    |              
|                                          | Other intangibles, net                                                                                                                                                         |                             |                                             | 28,512,117        |               |               |             | 32,036,838    |              
|                                          | Investment in joint venture                                                                                                                                                    |                             |                                             | 173,684,624       |               |               |             | 309,420,407   |              
|                                          | Deposits, net of current portion                                                                                                                                               |                             |                                             | 18,009,800        |               |               |             | 18,009,800    |              
|                                          | Other non-current assets                                                                                                                                                       |                             |                                             | 9,316,828         |               |               |             | 9,853,003     |              
|                                          | Assets of discontinued operations                                                                                                                                              |                             |                                             |                  |               |               |             | 215,152,441   |              
|                                          |                                                                                                                                                                                |                             |                                             |                   |               |               |             |              
|                                          |                                                                                                                                                                                | Total other assets          |                                             |                   | 1,490,512,961 |               |             |               | 1,886,855,873 |              
|                                          |                                                                                                                                                                                |                             |                                             |                   |               |               |             |              
|                                          |                                                                                                                                                                                |                             | Total assets                                |                   | $             | 2,178,449,596 |             |               | $             | 2,569,127,445 | 
|                                          |                                                                                                                                                                                |                             |                                             |                   |               |               |             |              
|                                         
|LIABILITIES AND STOCKHOLDERS
    DEFICIT
|CURRENT LIABILITIES:                      |                                                                                                                                                                                |                             |                                             |                   |               |               |             |              
|                                          | Accounts payable                                                                                                                                                               |                             | $                                           | 57,191,960        |               |               | $           | 72,747,252    |              
|                                          | Accrued expenses                                                                                                                                                               |                             |                                             | 40,388,728        |               |               |             | 45,313,769    |              
|                                          | Deferred revenue and customer deposits                                                                                                                                         |                             |                                             | 14,733,002        |               |               |             | 14,399,829    |              
|                                          | Current portion of long-term debt                                                                                                                                              |                             |                                             | 33,258,354        |               |               |             | 44,508,645    |              
|                                          | Accrued dividends payable                                                                                                                                                      |                             |                                             | 28,787,785        |               |               |             | 25,657,635    |              
|                                          | Current portion of obligations under capital
    leases                                                                                                                        |                             |                                             | 1,714,714         |               |               |             | 1,532,486     |              
|                                          |                                                                                                                                                                                |                             |                                             |                   |               |               |             |              
|                                          |                                                                                                                                                                                | Total current liabilities   |                                             |                   | 176,074,543   |               |             |               | 204,159,616   |              
|                                          |                                                                                                                                                                                |                             |                                             |                   |               |               |             |              
|OTHER LIABILITIES:                        |                                                                                                                                                                                |                             |                                             |                   |               |               |             |              
|                                          | Long-term debt, net of current portion                                                                                                                                         |                             |                                             | 1,278,004,225     |               |               |             | 1,576,372,307 |              
|                                          | Deferred tax liabilities                                                                                                                                                       |                             |                                             | 147,511,258       |               |               |             | 97,221,243    |              
|                                          | Minority interest                                                                                                                                                              |                             |                                             | 20,925,469        |               |               |             | 23,882,914    |              
|                                          | Other non-current liabilities                                                                                                                                                  |                             |                                             | 11,034,405        |               |               |             | 16,885,394    |              
|                                          | Liabilities of discontinued operations                                                                                                                                         |                             |                                             |                  |               |               |             | 15,690,866    |              
|                                          | Commitments (Note 7)                                                                                                                                                           |                             |                                             |                   |               |               |             |               |              
|                                          | Senior exchangeable preferred stock, net                                                                                                                                       |                             |                                             | 811,509,853       |               |               |             | 791,915,295   |              
|STOCKHOLDERS DEFICIT:                    |                                                                                                                                                                                |                             |                                             |                   |               |               |             |              
|                                          | Class A Common Stock, $.001 par value,
    175,000,000 shares authorized and 39,700,968 and 39,682,561
    issued at March 31, 2002 and December 31, 2001,
    respectively    |                             |                                             | 39,701            |               |               |             | 39,683        |              
|                                          | Class B Common Stock, $.001 par value,
    70,000,000 shares authorized and 54,977,481 and
    54,995,888 shares issued March 31, 2002 and
    December 31, 2001, respectively |                             |                                             | 54,978            |               |               |             | 54,996        |              
|                                          | Class C Common Stock, $.001 par value,
    4,226 shares authorized and zero shares issued at
    March 31, 2002 and December 31, 2001                                          |                             |                                             |                  |               |               |             |              |              
|                                          | Class D Common Stock, $.001 par value,
    33,000 shares authorized and zero shares issued at
    March 31, 2002 and December 31, 2001                                         |                             |                                             |                  |               |               |             |              |              
|                                          | Paid-in capital                                                                                                                                                                |                             |                                             | 606,186,298       |               |               |             | 606,454,999   |              
|                                          | Retained deficit                                                                                                                                                               |                             |                                             | (839,431,998      | )             |               |             | (728,939,087  | )            
|                                          | Accumulated other comprehensive loss, net of
    income tax benefit of $5,060,140 and $10,767,246 at
    March 31, 2002 and December 31, 2001, respectively                    |                             |                                             | (8,146,280        | )             |               |             | (16,150,869   | )            
|                                          | Less 3,804,831 and 2,117,600 common shares held
    in treasury, at cost at March 31, 2002 and
    December 31, 2001, respectively                                             |                             |                                             | (25,312,856       | )             |               |             | (18,459,912   | )            
|                                          |                                                                                                                                                                                |                             |                                             |                   |               |               |             |              
|                                          |                                                                                                                                                                                | Total stockholders deficit |                                             |                   | (266,610,157  | )             |             |               | (157,000,190  | )            
|                                          |                                                                                                                                                                                |                             |                                             |                   |               |               |             |              
|                                          |                                                                                                                                                                                |                             | Total liabilities and stockholders deficit |                   | $             | 2,178,449,596 |             |               | $             | 2,569,127,445 | 
|                                          |                                                                                                                                                                                |                             |                                             |                   |               |               |             |              

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

2



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


|                                                                                                                                                                       |                                                                                                                                                      |                          |              |                |             |   |             |             |             | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------ | ------------ | -------------- | ----------- | - | ----------- | ----------- | ----------- | 
|                                                                                                                                                                       |                                                                                                                                                      | Three Months             |              | Three Months  
|                                                                                                                                                                       |                                                                                                                                                      | Ended                    |              | Ended         
|                                                                                                                                                                       |                                                                                                                                                      | March 31, 2002           |              | March 31, 2001
|                                                                                                                                                                       |                                                                                                                                                      |                          |              |               
|                                                                                                                                                                       |                                                                                                                                                      |                         
|                                                                                                                                                                       |                                                                                                                                                      | (Unaudited)             
|OPERATING REVENUE:                                                                                                                                                     |                                                                                                                                                      |                          |              |                |             |   |             |            
|                                                                                                                                                                       | Service revenue                                                                                                                                      |                          | $            | 86,673,928     |             |   | $           | 74,485,375  |            
|                                                                                                                                                                       | Roaming revenue                                                                                                                                      |                          |              | 51,880,001     |             |   |             | 50,836,583  |            
|                                                                                                                                                                       | Equipment and other revenue                                                                                                                          |                          |              | 4,571,347      |             |   |             | 5,838,862   |            
|                                                                                                                                                                       |                                                                                                                                                      |                          |              |                |             |   |             |            
|                                                                                                                                                                       |                                                                                                                                                      | Total operating revenue  |              |                | 143,125,276 |   |             |             | 131,160,820 | 
|                                                                                                                                                                       |                                                                                                                                                      |                          |              |                |             |   |             |            
|OPERATING EXPENSES:                                                                                                                                                    |                                                                                                                                                      |                          |              |                |             |   |             |            
|                                                                                                                                                                       | Cost of service                                                                                                                                      |                          |              | 40,627,853     |             |   |             | 36,303,994  |            
|                                                                                                                                                                       | Cost of equipment                                                                                                                                    |                          |              | 11,332,416     |             |   |             | 13,294,237  |            
|                                                                                                                                                                       | Marketing and selling                                                                                                                                |                          |              | 17,800,137     |             |   |             | 18,487,372  |            
|                                                                                                                                                                       | General and administrative                                                                                                                           |                          |              | 19,697,164     |             |   |             | 19,055,487  |            
|                                                                                                                                                                       | Depreciation and amortization                                                                                                                        |                          |              | 21,012,416     |             |   |             | 44,452,586  |            
|                                                                                                                                                                       |                                                                                                                                                      |                          |              |                |             |   |             |            
|                                                                                                                                                                       |                                                                                                                                                      | Total operating expenses |              |                | 110,469,986 |   |             |             | 131,593,676 | 
|                                                                                                                                                                       |                                                                                                                                                      |                          |              |                |             |   |             |            
|OPERATING INCOME (LOSS)                                                                                                                                                |                                                                                                                                                      |                          | 32,655,290   |                |             |   | (432,856    | )          
|                                                                                                                                                                       |                                                                                                                                                      |                          |              |                |             |   |             |            
|OTHER INCOME (EXPENSE):                                                                                                                                                |                                                                                                                                                      |                          |              |                |             |   |             |            
|                                                                                                                                                                       | Interest expense                                                                                                                                     |                          |              | (30,666,086    | )           |   |             | (38,397,647 | )          
|                                                                                                                                                                       | Other income, net                                                                                                                                    |                          |              | 1,244,082      |             |   |             | 1,173,580   |            
|                                                                                                                                                                       |                                                                                                                                                      |                          |              |                |             |   |             |            
|LOSS BEFORE MINORITY INTERESTS IN INCOME OF
    SUBSIDIARIES, INCOME TAXES AND EXTRAORDINARY ITEMS                                                                     |                                                                                                                                                      |                          | 3,233,286    |                |             |   | (37,656,923 | )          
|MINORITY INTERESTS IN INCOME OF SUBSIDIARIES                                                                                                                           |                                                                                                                                                      |                          | (1,510,452   | )              |             |   | (1,194,486  | )          
|LOSS FROM INVESTMENT IN JOINT VENTURE, net of
    income tax benefit of $4,443,737 and $7,880,091 for the three
    months ended March 31, 2002 and 2001, respectively |                                                                                                                                                      |                          | (7,222,686   | )              |             |   | (19,092,666 | )          
|                                                                                                                                                                       |                                                                                                                                                      |                          |              |                |             |   |             |            
|LOSS BEFORE INCOME TAXES                                                                                                                                               |                                                                                                                                                      |                          | (5,499,852   | )              |             |   | (57,944,075 | )          
|                                                                                                                                                                       | Income tax (expense) benefit                                                                                                                         |                          |              | (654,677       | )           |   |             | 14,744,541  |            
|                                                                                                                                                                       |                                                                                                                                                      |                          |              |                |             |   |             |            
|LOSS FROM CONTINUING OPERATIONS                                                                                                                                        |                                                                                                                                                      |                          | (6,154,529   | )              |             |   | (43,199,534 | )          
|DISCONTINUED OPERATIONS: (Note 3)                                                                                                                                      |                                                                                                                                                      |                          |              |                |             |   |             |            
|                                                                                                                                                                       | Income (loss) from discontinued operations, net
    of income tax (expense) benefit of $(3,138,737) and $377,792 for
    2002 and 2001, respectively |                          |              | 5,121,097      |             |   |             | (616,397    | )          
|                                                                                                                                                                       | Loss from discontinued operations from investment
    in joint venture                                                                               |                          |              | (326,955       | )           |   |             | (252,964    | )          
|                                                                                                                                                                       | Gain from sale of discontinued operations, net of
    income tax expense of $54,831,328 for 2002                                                     |                          |              | 81,245,600     |             |   |             |            |            
|                                                                                                                                                                       | Gain from sale of discontinued operations from
    investment in joint venture                                                                       |                          |              | 6,736,056      |             |   |             |            |            
|                                                                                                                                                                       |                                                                                                                                                      |                          |              |                |             |   |             |            
|INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE
    IN ACCOUNTING PRINCIPLE:                                                                                          |                                                                                                                                                      |                          | 86,621,269   |                |             |   | (44,068,895 | )          
|                                                                                                                                                                       | Cumulative effect of change in accounting
    principle, net of income tax benefit of $20,406,000 (Note 8)                                           |                          |              | (33,294,000    | )           |   |             |            |            
|                                                                                                                                                                       | Cumulative effect of change in accounting
    principle from investment in joint venture                                                             |                          |              | (140,820,000   | )           |   |             |            |            
|                                                                                                                                                                       |                                                                                                                                                      |                          |              |                |             |   |             |            
|NET LOSS                                                                                                                                                               |                                                                                                                                                      |                          | (87,492,731  | )              |             |   | (44,068,895 | )          
|DIVIDENDS ON PREFERRED STOCK                                                                                                                                           |                                                                                                                                                      |                          | (23,000,180  | )              |             |   | (19,490,146 | )          
|                                                                                                                                                                       |                                                                                                                                                      |                          |              |                |             |   |             |            
|NET LOSS APPLICABLE TO COMMON STOCKHOLDERS                                                                                                                             |                                                                                                                                                      | $                        | (110,492,911 | )              |             | $ | (63,559,041 | )          
|                                                                                                                                                                       |                                                                                                                                                      |                          |              |                |             |   |             |            
|BASIC NET LOSS APPLICABLE TO COMMON STOCKHOLDERS
    PER COMMON SHARE:                                                                                                 |                                                                                                                                                      |                          |              |                |             |   |             |            
|                                                                                                                                                                       | Continuing operations                                                                                                                                |                          | $            | (0.07          | )           |   | $           | (0.46       | )          
|                                                                                                                                                                       | Discontinued operations                                                                                                                              |                          |              | 1.01           |             |   |             | (0.01       | )          
|                                                                                                                                                                       | Change in accounting principle                                                                                                                       |                          |              | (1.90          | )           |   |             |            |            
|                                                                                                                                                                       | Dividends on preferred stock                                                                                                                         |                          |              | (0.25          | )           |   |             | (0.21       | )          
|                                                                                                                                                                       |                                                                                                                                                      |                          |              |                |             |   |             |            
|BASIC NET LOSS APPLICABLE TO COMMON STOCKHOLDERS
    PER COMMON SHARE                                                                                                  |                                                                                                                                                      | $                        | (1.21        | )              |             | $ | (0.68       | )          
|                                                                                                                                                                       |                                                                                                                                                      |                          |              |                |             |   |             |            
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                                                                                                       |                                                                                                                                                      |                          | 91,642,105   |                |             |   | 94,067,290  |            
|                                                                                                                                                                       |                                                                                                                                                      |                          |              |                |             |   |             |            

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

3



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF
STOCKHOLDERS DEFICIT


For the Three Months Ended March 31,
2002


|                  |                                     |                                                                                                       |   |                       |           |              |            |         |   |             |        |               |   |          |            |               |   |      |        |         |   |   |             |          |   |   |              |             |   |   |             |   |           |   |             |            |   |   |              |             |           | 
|----------------- | ----------------------------------- | ----------------------------------------------------------------------------------------------------- | - | --------------------- | --------- | ------------ | ---------- | ------- | - | ----------- | ------ | ------------- | - | -------- | ---------- | ------------- | - | ---- | ------ | ------- | - | - | ----------- | -------- | - | - | ------------ | ----------- | - | - | ----------- | - | --------- | - | ----------- | ---------- | - | - | ------------ | ----------- | --------- | 
|                  |                                     |                                                                                                       |   |                      
|                  |                                     |                                                                                                       |   | Stockholders Deficit
|                  |                                     |                                                                                                       |   |                      
|                  |                                     |                                                                                                       |   |                       |           |              |            |        
|                  |                                     |                                                                                                       |   | Class A               |           | Class B      |            |         |   | Accumulated |        |              
|                  |                                     |                                                                                                       |   | Common Stock          |           | Common Stock |            |         |   | Other       |        | Treasury      |   | Total   
|                  |                                     | Comprehensive                                                                                         |   |                       |           |              |            | Paid-in |   | Retained    |        | Comprehensive |   | Stock at |            | Stockholders
|                  |                                     | Loss                                                                                                  |   | Shares                |           | Amount       |            | Shares  |   | Amount      |        | Capital       |   | Deficit  |            | Loss          |   | Cost |        | Deficit
|                  |                                     |                                                                                                       |   |                       |           |              |            |         |   |             |        |               |   |          |            |               |   |      |        |        
|                  |                                     |                                                                                                      
|                  |                                     | (Unaudited)                                                                                          
|DECEMBER 31, 2001 |                                     |                                                                                                       |  |                       |           |              | 39,682,561 |         |   | $           | 39,683 |               |   |          | 54,995,888 |               |   | $    | 54,996 |         |   | $ | 606,454,999 |          |   | $ | (728,939,087 | )           |   | $ | (16,150,869 | ) |           | $ | (18,459,912 | )          |   | $ | (157,000,190 | )          
|                  | Net loss                            |                                                                                                       | $ | (87,492,731           | )         |              |            |        |   |             |        |              |   |          |            |              |   |      |        |        |   |   |             |         |   |   |              | (87,492,731 | ) |   |             |  |           |   |             |           |   |   |              | (87,492,731 | )        
|                  |                                     | Amounts related to hedged transactions
    reclassified into earnings, net of tax                     |   |                       | 2,418,418 |              |            |         |  |             |        |               |  |          |            |               |  |      |        |         |  |   |             |          |  |   |              |             |  |   |             |   | 2,418,418 |   |             |            |  |   |              |             | 2,418,418 | 
|                  |                                     | Ineffective hedge transaction of unconsolidated
    subsidiary reclassified into earnings, net of tax |   |                       | 321,876   |              |            |         |  |             |        |               |  |          |            |               |  |      |        |         |  |   |             |          |  |   |              |             |  |   |             |   | 321,876   |   |             |            |  |   |              |             | 321,876   | 
|                  |                                     | Change in fair value of hedge transactions, net
    of tax                                            |   |                       | 5,264,295 |              |            |         |  |             |        |               |  |          |            |               |  |      |        |         |  |   |             |          |  |   |              |             |  |   |             |   | 5,264,295 |   |             |            |  |   |              |             | 5,264,295 | 
|                  |                                     |                                                                                                       |   |                       |           |              |            |         |   |             |        |               |   |          |            |               |   |      |        |         |   |   |             |          |   |   |              |             |   |   |             |   |           |   |             |            |   |   |              |            
|                  | Total comprehensive loss            |                                                                                                       | $ | (79,488,142           | )         |              |            |         |   |             |        |               |   |          |            |               |   |      |        |         |   |   |             |          |   |   |              |             |   |   |             |   |           |   |             |            |   |   |              |             |          
|                  |                                     |                                                                                                       |   |                       |           |              |            |         |   |             |        |               |   |          |            |               |   |      |        |         |   |   |             |          |   |   |              |             |   |   |             |   |           |   |             |            |   |   |              |            
|                  | Conversion of common stock          |                                                                                                       |   |                       |           |              |            | 18,407  |   |             |        | 18            |   |          |            | (18,407       | ) |      |        | (18     | ) |   |             |         |   |   |              |            |   |   |             |  |           |   |             |           |   |   |              |            |          
|                  | Increase in subscription receivable |                                                                                                       |   |                       |           |              |            |        |   |             |        |              |   |          |            |              |   |      |        |        |   |   |             | (268,701 | ) |   |              |            |   |   |             |  |           |   |             |           |   |   |              | (268,701    | )        
|                  | Preferred stock dividends           |                                                                                                       |   |                       |           |              |            |        |   |             |        |              |   |          |            |              |   |      |        |        |   |   |             |         |   |   |              | (23,000,180 | ) |   |             |  |           |   |             |           |   |   |              | (23,000,180 | )        
|                  | Purchase of treasury stock, at cost |                                                                                                       |   |                       |           |              |            |        |   |             |        |              |   |          |            |              |   |      |        |        |   |   |             |         |   |   |              |            |   |   |             |  |           |   |             | (6,852,944 | ) |   |              | (6,852,944  | )        
|                  |                                     |                                                                                                       |   |                       |           |              |            |         |   |             |        |               |   |          |            |               |   |      |        |         |   |   |             |          |   |   |              |             |   |   |             |   |           |   |             |            |   |   |              |            
|March 31, 2002    |                                     |                                                                                                       |   |                       |           |              | 39,700,968 |         |   | $           | 39,701 |               |   |          | 54,977,481 |               |   | $    | 54,978 |         |   | $ | 606,186,298 |          |   | $ | (839,431,998 | )           |   | $ | (8,146,280  | ) |           | $ | (25,312,856 | )          |   | $ | (266,610,157 | )          
|                  |                                     |                                                                                                       |   |                       |           |              |            |         |   |             |        |               |   |          |            |               |   |      |        |         |   |   |             |          |   |   |              |             |   |   |             |   |           |   |             |            |   |   |              |            

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

4



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |              |             |              |  
|--------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | ---------------------------------------------------------------- | ------------------------------------------------------- | ------------ | ----------- | ------------ | ----------- | ------------ | ----------- | ------------ | -
|                                                                            |                                                                                  |                                                                 
|                                                                            |                                                                                  | Three Months Ended March 31,                                    
|                                                                            |                                                                                  |                                                                 
|                                                                            |                                                                                  | 2002                                                             |                                                         | 2001        
|                                                                            |                                                                                  |                                                                  |                                                         |             
|                                                                            |                                                                                  |                                                                 
|                                                                            |                                                                                  | (Unaudited)                                                     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                            | Net loss from continuing operations                                              |                                                                  | $                                                       | (6,154,529   | )           |              | $           | (43,199,534  | )          
|                                                                            | Adjustments to reconcile net loss to net cash
    used in operating activities  |                                                                  |                                                         |              |             |              |             |              |            
|                                                                            |                                                                                  | Depreciation and amortization                                    |                                                         |              | 21,012,416  |              |             |              | 44,452,586  |             
|                                                                            |                                                                                  | Amortization of bond premium and financing costs                 |                                                         |              | 2,733,137   |              |             |              | 2,727,215   |             
|                                                                            |                                                                                  | Deferred income taxes and investment tax credits,
    net        |                                                         |              | 13,346,676  |              |             |              | (14,767,843 | )           
|                                                                            |                                                                                  | Cash used in operating activities of discontinued
    operations |                                                         |              | (9,496,836  | )            |             |              |            |             
|                                                                            |                                                                                  | Loss on disposition of assets, net                               |                                                         |              | 23,885      |              |             |              | 80,505      |             
|                                                                            |                                                                                  | Minority interests in income of subsidiaries                     |                                                         |              | (1,510,452  | )            |             |              | (1,194,486  | )           
|                                                                            |                                                                                  | Loss from investment in joint venture                            |                                                         |              | 7,222,686   |              |             |              | 19,092,666  |             
|                                                                            |                                                                                  | Accrued dividend income                                          |                                                         |              | (1,114,161  | )            |             |              |            |             
|                                                                            | Changes in current assets and
    liabilities                                   |                                                                  |                                                         |              |             |              |             |              |            
|                                                                            |                                                                                  | Accounts receivable                                              |                                                         |              | (1,373,255  | )            |             |              | 16,315      |             
|                                                                            |                                                                                  | Inventory                                                        |                                                         |              | (9,266,555  | )            |             |              | 1,432,724   |             
|                                                                            |                                                                                  | Prepaid expenses and other                                       |                                                         |              | 583,452     |              |             |              | (7,053,674  | )           
|                                                                            |                                                                                  | Accounts payable                                                 |                                                         |              | (15,555,292 | )            |             |              | (10,008,746 | )           
|                                                                            |                                                                                  | Accrued expenses                                                 |                                                         |              | (4,818,582  | )            |             |              | 311,870     |             
|                                                                            |                                                                                  | Deferred revenue and customer deposits                           |                                                         |              | 333,173     |              |             |              | 427,746     |             
|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                            |                                                                                  |                                                                  | Net cash used in operating activities                   |              |             | (4,034,237   | )           |              |             | (7,682,656   | )
|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                            | Capital expenditures                                                             |                                                                  |                                                         | (17,925,419  | )           |              |             | (17,437,371  | )          
|                                                                            | Purchase of wireless license and properties                                      |                                                                  |                                                         |             |             |              |             | (78,902      | )          
|                                                                            | Investment in joint venture                                                      |                                                                  |                                                         |             |             |              |             | (16,413,783  | )          
|                                                                            | Increase in deposits                                                             |                                                                  |                                                         |             |             |              |             | (59,214,800  | )          
|                                                                            | Increase in receivable-affiliates                                                |                                                                  |                                                         | (372,226     | )           |              |             | (17,056,383  | )          
|                                                                            | Change in receivable (payable) from
    discontinued operations                  |                                                                  |                                                         |             |             |              |             | 4,846,043    |            
|                                                                            | Net proceeds from sale of discontinued operations                                |                                                                  |                                                         | 335,619,711  |             |              |             |             |            
|                                                                            | Other investing activities                                                       |                                                                  |                                                         | 960,326      |             |              |             | 2,697,834    |            
|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                            |                                                                                  |                                                                  | Net cash provided by (used in) investing
    activities |              |             | 318,282,392  |             |              |             | (102,657,362 | )
|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                            | Proceeds from long-term debt                                                     |                                                                  |                                                         | 202,000,000  |             |              |             | 199,000,000  |            
|                                                                            | Repayments of long-term debt                                                     |                                                                  |                                                         | (511,666,675 | )           |              |             | (193,649,265 | )          
|                                                                            | Distributions to partners                                                        |                                                                  |                                                         | (1,652,223   | )           |              |             |             |            
|                                                                            | Proceeds from issuance of common stock                                           |                                                                  |                                                         |             |             |              |             | 307,435      |            
|                                                                            | Issuance of preferred stock                                                      |                                                                  |                                                         |             |             |              |             | 200,000,000  |            
|                                                                            | Purchase of treasury stock                                                       |                                                                  |                                                         | (6,852,944   | )           |              |             |             |            
|                                                                            | Other financing activities                                                       |                                                                  |                                                         | (425,792     | )           |              |             | 1,466,514    |            
|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                            |                                                                                  |                                                                  | Net cash (used in) provided by financing
    activities |              |             | (318,597,634 | )           |              |             | 207,124,684  |  
|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|NET (DECREASE) INCREASE IN CASH AND CASH
    EQUIVALENTS                    |                                                                                  |                                                                  | (4,349,479                                              | )            |             |              | 96,784,666  |             
|CASH AND CASH EQUIVALENTS, beginning of period                              |                                                                                  |                                                                  | 161,568,162                                             |              |             |              | 145,395,410 |             
|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|CASH AND CASH EQUIVALENTS, end of period                                    |                                                                                  | $                                                                | 157,218,683                                             |              |             | $            | 242,180,076 |             
|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                          |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                            | Cash paid for                                                                   |                                                                  |                                                         |              |             |              |             |              |            
|                                                                            |                                                                                  | Interest, net of amounts capitalized                             |                                                         | $            | 35,836,598  |              |             | $            | 41,176,688  |             
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
    FINANCING ACTIVITIES: |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                            | Stock dividend paid through the issuance of
    preferred stock                  |                                                                  | $                                                       | 23,000,180   |             |              | $           | 19,490,146   |            

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

5



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES






NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)


The condensed consolidated balance sheets of
Dobson Communications Corporation (DCC) and
subsidiaries (collectively with DCC, the Company) as
of March 31, 2002 and December 31, 2001, the condensed
consolidated statement of operations for the three months ended
March 31, 2002 and 2001, the condensed consolidated
statement of stockholders equity (deficit) for the
three months ended March 31, 2002 and the condensed
consolidated statements of cash flows for the three months ended
March 31, 2002 and 2001 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, 2001 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, 2001 consolidated financial
statements included in the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2001.

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

2.     Investment in
Unconsolidated Joint Venture

The Company owns a 50% interest in a joint
venture that owns American Cellular Corporation. This investment
is accounted for on the equity method. The following is a
summary of the significant financial information for American
Cellular as of March 31, 2002 and December 31, 2001,
and for the three month periods ended March 31, 2002 and
March 31, 2001:

|                                                                                        |  |                  |          |                |  |   |         |  
|--------------------------------------------------------------------------------------- |  | ---------------- | -------- | -------------- |  | - | ------- | -
|                                                                                        |  | For the          |          | For the       
|                                                                                        |  | Three Months     |          | Three Months  
|                                                                                        |  | Ended            |          | Ended         
|                                                                                        |  | March 31, 2002   |          | March 31, 2001
|                                                                                        |  |                  |          |               
|                                                                                        |  |                 
|                                                                                        |  | ($ in thousands)
|Operating revenue                                                                       |  | $                | 99,883   |                |  | $ | 90,290  |  
|Operating income (loss)                                                                 |  |                  | 18,824   |                |  |   | (15,310 | )
|Loss from continuing operations                                                         |  |                  | (13,331  | )              |  |   | (38,185 | )
|Income (loss) from discontinued operations and
    sale of discontinued operations, net |  |                  | 12,818   |                |  |   | (506    | )
|Cumulative effect of change in accounting
    principle, net                            |  |                  | (281,640 | )              |  |   |        |  
|Net loss applicable to members                                                          |  |                  | (283,267 | )              |  |   | (38,691 | )

6



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


|                                   |  |                  |           |                   |  |   |           | 
|---------------------------------- |  | ---------------- | --------- | ----------------- |  | - | --------- | 
|                                   |  | March 31, 2002   |           | December 31, 2001
|                                   |  |                  |           |                  
|                                   |  |                 
|                                   |  | ($ in thousands)
|Current assets                     |  | $                | 155,682   |                   |  | $ | 131,448   | 
|Property, plant and equipment, net |  |                  | 203,277   |                   |  |   | 203,168   | 
|Intangible assets                  |  |                  | 1,718,679 |                   |  |   | 2,192,376 | 
|Assets of discontinued operations  |  |                  |          |                   |  |   | 139,854   | 
|Other assets                       |  |                  | 8,199     |                   |  |   | 32,185    | 
|Current liabilities                |  |                  | 163,679   |                   |  |   | 139,543   | 
|Long-term debt, net of current     |  |                  | 1,552,430 |                   |  |   | 1,760,208 | 
|Preferred stock                    |  |                  | 38,253    |                   |  |   | 37,139    | 
|Other liabilities                  |  |                  | 60,611    |                   |  |   | 217,577   | 
|Members equity                    |  |                  | 270,864   |                   |  |   | 544,563   | 

During 2001, the Company invested an additional
$51.4 million in American Cellular. This investment
consisted of a $35.0 million purchase of American
Cellulars Class A Preferred Stock, and a
$16.4 million cash contribution, which was equally matched
with assets contributed by AT&T Wireless. Accrued dividends
on the $35.0 million preferred stock were approximately
$3.3 million at March 31, 2002.

American Cellulars credit facility includes
a financial covenant requiring American Cellular not to exceed a
total debt leverage ratio ranging from 9.25 to 1.00 in the first
quarter to 7.75 to 1.00 in the fourth quarter 2002. Absent debt
reduction from projected debt levels or an amendment to the
credit facility modifying this covenant, American Cellular will
likely be unable to comply with this covenant during 2002.
American Cellular is currently in discussions with the lenders
regarding an amendment to the credit facility. However, if it is
unable to comply with the total debt leverage ratio or it is
unable to renegotiate the credit facility and there is a
covenant violation, the lenders would have the right, but not
the obligation, to accelerate the repayment of the entire amount
outstanding under its credit facility. An 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.
If this were to occur, American Cellular would attempt to
renegotiate the debt with the holders to provide, among other
things, for an extended repayment term. There is no assurance
that American Cellular would be able to renegotiate the debt
under these conditions or meet its obligation under the
accelerated repayment terms. As a result, there may be
substantial doubt about American Cellulars ability to
continue as a going concern. In the independent auditors report
on American Cellulars 2001 financial statements, the
auditors expressed concern about American Cellulars
ability to continue as a going concern, if in the future, it
does not meet certain financial ratios required under the terms
of its credit facility. In addition, a debt compliance
certificate from the auditors was not delivered to the
administrative agent for American Cellulars credit
facility until 3 days after the certificate was due.
Finally, the interest payment due to the lender banks on
April 8, 2002 was actually paid on April 10, 2002.
Because of these events and the concern by the administrative
agent for the lender banks that any or all of such events might
be deemed a material adverse change which, if such occurred,
would be an event of default under American Cellulars
credit facility, the administrative agent for the lender banks
provided American Cellular with a waiver for these occurrences,
which expires May 17, 2002.

3.     Discontinued
Operations

On February 8, 2002, the Company completed
the sale of 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

7



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


$85.0 million. In addition, on
February 8, 2002, two wholly-owned, indirect subsidiaries
of the Companys 50% owned joint venture, American
Cellular, completed the sale of 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 restated to
reflect 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, which
replaces APB Opinion No. 30 for the disposal of segments of
a business, the condensed consolidated financial statements have
been restated for all periods presented to reflect the
operations, assets and liabilities of the markets being sold as
discontinued operations. The assets and liabilities of such
operations have been classified as Assets of discontinued
operations and Liabilities of discontinued
operations, respectively, on the December 31, 2001
condensed consolidated balance sheets and consist of the
following:

|                                        |                                              |                   |         |         | 
|--------------------------------------- | -------------------------------------------- | ----------------- | ------- | ------- | 
|                                        |                                              | December 31, 2001
|                                        |                                              |                  
|                                        |                                              | ($ in thousands) 
|Current assets                          |                                              | $                 | 9,500   |        
|Property, plant and equipment, net      |                                              |                   | 60,509  |        
|Wireless license acquisition costs, net |                                              |                   | 133,695 |        
|Customer list, net                      |                                              |                   | 4,578   |        
|Other assets                            |                                              |                   | 6,870   |        
|                                        |                                              |                   |         |        
|                                        | Total assets of discontinued operations      |                   | $       | 215,152 | 
|                                        |                                              |                   |         |        
|Current liabilities                     |                                              | $                 | 3,812   |        
|Deferred tax liabilities                |                                              |                   | 11,879  |        
|                                        |                                              |                   |         |        
|                                        | Total liabilities of discontinued operations |                   | $       | 15,691  | 
|                                        |                                              |                   |         |        

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

|                                           |  |                  |        |                |  |   |        |  
|------------------------------------------ |  | ---------------- | ------ | -------------- |  | - | ------ | -
|                                           |  | For the          |        |               
|                                           |  | Period from      |        | For the       
|                                           |  | January 1, 2002  |        | Three Months  
|                                           |  | Through          |        | Ended         
|                                           |  | Disposition      |        | March 31, 2001
|                                           |  |                  |        |               
|                                           |  |                 
|                                           |  | ($ in thousands)
|Operating revenues                         |  | $                | 12,570 |                |  | $ | 18,715 |  
|Income (loss) before income taxes          |  |                  | 8,260  |                |  |   | (994   | )
|Income tax (provision) benefit             |  |                  | (3,139 | )              |  |   | 378    |  
|Income (loss) from discontinued operations |  |                  | 5,121  |                |  |   | (616   | )

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
four markets. The interest expense allocated to these operations
was $1.7 million for the period from January 1, 2002
through disposition of the market and $4.7 million for the
three months ended March 31, 2001.

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 incurred through
those dates and the related gains on the sale, which totaled
approximately $86.4 million, net of tax expense.

8



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


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      |        | For the       
|                                  |  | January 1, 2002  |        | Three Months  
|                                  |  | Through          |        | Ended         
|                                  |  | Disposition      |        | March 31, 2001
|                                  |  |                  |        |               
|                                  |  |                 
|                                  |  | ($ in thousands)
|Operating revenues                |  | $                | 2,319  |                |  | $ | 7,112 |  
|Loss before income taxes          |  |                  | (1,090 | )              |  |   | (298  | )
|Income tax benefit (provision)    |  |                  | 436    |                |  |   | (208  | )
|Loss from discontinued operations |  |                  | (654   | )              |  |   | (506  | )

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 disposition
(February 8, 2002) and $2.3 million for the three
months ended March 31, 2001.

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

4.     Long-Term
Debt

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

|                                          |                      |                |             |                   |  |   |               |               | 
|----------------------------------------- | -------------------- | -------------- | ----------- | ----------------- |  | - | ------------- | ------------- | 
|                                          |                      | March 31, 2002 |             | December 31, 2001
|                                          |                      |                |             |                  
|Credit facilities                         |                      | $              | 812,786,801 |                   |  | $ | 1,122,449,254 |              
|Dobson/ Sygnet Senior Notes               |                      |                | 200,000,000 |                   |  |   | 200,000,000   |              
|DCC 10.875% Senior Notes, net of discount |                      |                | 298,100,025 |                   |  |   | 298,051,723   |              
|DCC 11.75% Senior Notes                   |                      |                | 340,000     |                   |  |   | 340,000       |              
|Other notes payable                       |                      |                | 35,753      |                   |  |   | 39,975        |              
|                                          |                      |                |             |                   |  |   |               |              
|                                          | Total debt           |                |             | 1,311,262,579     |  |   |               | 1,620,880,952 | 
|Less  Current maturities                 |                      |                | 33,258,354  |                   |  |   | 44,508,645    |              
|                                          |                      |                |             |                   |  |   |               |              
|                                          | Total long-term debt |                | $           | 1,278,004,225     |  |   | $             | 1,576,372,307 | 
|                                          |                      |                |             |                   |  |   |               |              



| |                     
| | --------------------
| | 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 has entered into a
$135.0 million derivative contract and a
$190.0 million derivative contract on the Dobson Operating
Co., L.L.C. (DOC LLC) credit facility whereby
the interest rates are fixed at 6.9% and 6.5%, respectively,
plus a factor based on DOC LLCs leverage. The derivative
contracts expire in April 2003. Additionally, the Company had
entered into a $300.0 million derivative contract on the
DOC LLC credit facility whereby the interest rate had a cap of
8.5% plus a factor based on DOC LLCs leverage, this
derivative contract expired on March 13, 2002. DOC LLC also
had an interest rate cap agreement on $160.0 million of its
DOC LLC credit facility that expired on June 14, 2001.

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DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


On January 1, 2001, the Company implemented
SFAS No. 133. With this implementation, the Company began
recording a liability and a transition adjustment, net of income
tax benefit, to other comprehensive loss during 2001. The
Companys accumulated other comprehensive loss, net of
income tax benefit, was $9.1 million as of
December 31, 2001 and had decreased to $5.8 million at
March 31, 2002. Contracts relating to approximately
$5.6 million of this amount will be expensed and reversed
out of accumulated other comprehensive loss during the remainder
of 2002. The remaining contracts will be expensed and reversed
out during 2003. In addition, the accumulated other
comprehensive loss, net of income tax benefit, recorded for the
Companys interest in its unconsolidated subsidiary,
American Cellular, was $7.1 million as of December 31,
2001 and had decreased to $2.3 million at March 31,
2002. All the contracts related to this amount will be expensed
and reversed out of accumulated other comprehensive loss during
the remainder of 2002.

The Companys principal stockholder, Dobson
CC Limited Partnership, or DCCLP, and certain of its affiliates,
have entered into credit agreements with Bank of America, N.A.
These credit agreements have aggregate principal amounts
outstanding of approximately $280 million as of
March 31, 2002. To secure their obligations under these
credit agreements, DCCLP and these affiliates individually
pledged certain assets, which include beneficial ownership of
securities representing controlling interests in DCCLP and the
Company. These loans will mature on March 31, 2003, unless
extended.

If any of the loans are not paid at maturity or
if an event of default occurs under any of the loan agreements,
and the lender elects to foreclose on the collateral, the
Company could experience a change of control under the indenture
governing its outstanding senior notes, its certificates of
designation governing two series of its outstanding senior
preferred stock, and its bank credit facility, and under the
indenture governing the outstanding senior preferred stock, and
its bank credit facility, and under the indenture governing the
outstanding senior notes of its subsidiary, Dobson/Sygnet
Communication Company.

Upon a change of control, the Company and
Dobson/Sygnet would each be required to offer to purchase its
outstanding senior notes at 101% of the principal amount plus
accrued and unpaid interest. The Company would also be required
to offer to repurchase all of its outstanding senior preferred
stock at 101% of the aggregate liquidation preference. There can
be no assurance that the Company would have the funds necessary
to complete these repurchases. If the Company and Dobson/Sygnet
failed to complete the purchases of the tendered senior notes,
the senior noteholders or their trustees would be entitled to
accelerate the maturity of the senior notes. If the Company
failed to complete the purchases of its outstanding senior
preferred stock, the holders of the Companys two series of
senior preferred stock would be entitled to elect two additional
directors to its board of directors. The Companys credit
facility and the credit facility of Dobson/Sygnets
subsidiary, Sygnet Wireless, prohibit the Company and
Dobson/Sygnet from making the required offers to purchase. A
change of control would also constitute an event of default
under its bank credit facility entitling the lender to
accelerate the maturity of that debt. A default under its bank
credit facility constitutes a default under the Sygnet Wireless
credit facility.

If the Company experiences a change of control
and AT&T Wireless substantially maintains its present
percentage ownership in the voting and economic interests of
American Cellular, AT&T Wireless and its affiliates will
have the right to initiate a buy/sell procedure. Pursuant to
this procedure, AT&T Wireless may offer to purchase the
Companys interest in ACC Acquisition L.L.C., the parent of
American Cellular, or sell its interest in ACC Acquisition to
the Company. AT&T Wireless may establish the price or
require that the Company establish the price. If the offer is
made, the Company must either agree to sell its interest in ACC
Acquisition to AT&T Wireless or buy AT&T Wirelesss
interest in ACC Acquisition. Upon consummation of the buy/sell
procedure, the Companys management agreement with American
Cellular, and the preferential roaming agreements between
American Cellular and the Company, and between American Cellular
and AT&T Wireless, will immediately terminate. In addition,
the Company will lose its right to appoint one of its

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DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


two representatives to the management committee
and its power to approve all significant matters relating to the
operation of American Cellular.

5.     Deposits

On January 26, 2001, the FCC concluded an
auction of 10 MHz and 15 MHz PCS licenses in the
C and F Blocks in a number of markets. Through one of its
wholly-owned subsidiaries, the Company was the winning bidder
for 14 of the auctioned licenses representing an estimated
total population of 19.8 million. The FCC is currently
considering that subsidiarys post-auction application for
grant of those licenses, as well as legal challenges to this
application. If the Companys subsidiary is granted all
14 licenses, the total cost will be $546.1 million.
However, in June 2001, the United States Court of Appeals for
the District of Columbia Circuit ruled that the FCC did not have
the authority to auction certain of those licenses previously
licensed to NextWave Personal Communications, Inc., including
11 of the 14 licenses for which the Companys
subsidiary was the successful bidder. These 11 licenses
represent $536.5 million of the total amount that the
Companys subsidiary bid. The Courts decision was
appealed to the United States Supreme Court, which on
March 4, 2002, granted certiorari and agreed to hear the
appeal.

If the decision of the Court of Appeals in the
NextWave litigation becomes final or is upheld on appeal or a
settlement is not reached, it is unlikely that the
Companys subsidiary will be granted the eleven licenses
for spectrum previously licensed to NextWave. It is likely,
however, that the Companys subsidiary would then receive a
full refund of the balance of the deposit attributable to the
11 licenses at that time. In addition, if the
Companys subsidiary does not acquire those licenses, the
Company does not anticipate that it would execute its current
plan to build a jointly-owned PCS network with
AT&T Wireless. Consequently, the Company may be forced
to reevaluate the PCS component of its previously announced
strategy. However, if the Companys subsidiary is granted
the licenses, the Company is uncertain as to how it would
finance the purchase, since there is no commitment for financing
currently in place. Sources of additional financing for these
licenses may include commercial bank borrowings and the sale of
equity or debt securities. The Company has no assurance that any
such financing will be available on acceptable terms or at all.
In addition, the Company cannot predict the effect on its
competitive position due to any change to its business plan.

Included on the Companys balance sheet are
deposits totaling $109.2 million at March 31, 2002 and
December 31, 2001, respectively, related to these
14 licenses. In light of the substantial delays associated
with the pending NextWave litigation, the Companys
subsidiary (along with other winning bidders) requested that the
FCC refund that portion of the Companys deposit
attributable to the eleven licenses. In March 2002, the FCC
announced that subject to the terms of its Order, the FCC would
make a refund of 85% of the portion of the deposits attributable
to those licenses involved in the pending NextWave litigation.
The Companys license application would remain pending
during the pendency of the NextWave litigation. Pursuant to this
Order, the Company received a refund of approximately
$91.2 million of its $109.2 million deposit in April
2002.

6.     Stockholders
Deficit

On September 14, 2001, the Companys
Board of Directors authorized the expenditure of up to
$80.0 million over the next twelve months for the possible
repurchase of shares of the Companys outstanding
Class A common stock. As of March 31, 2002, the
Company had purchased 3,804,831 shares for $25,312,856, all
of which was held as treasury stock.

On February 8, 2001 the Company issued
200,000 shares of its Series AA Preferred Stock, par
value $1.00 per share (Series AA Preferred
Stock) to AT&T Wireless for aggregate cash
proceeds of $200.0 million. Each share of Series AA
Preferred Stock is entitled to cumulative annual dividends of
5.96% on the liquidation preference of $1,000 per share,
subject to certain adjustments. Dividends accrue but will not be
payable until the fifth anniversary of the issuance of the
Series AA Preferred Stock. Each share of Series AA
Preferred Stock is mandatorily exchangeable for one share of the
Companys Series A Convertible

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DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


Preferred Stock, par value $1.00 per share.
Each share of the Companys Series A Convertible
Preferred Stock is convertible into the Companys
Class A Common Stock at a conversion rate of
$25.35 per share.

The Company recorded preferred stock dividends of
$23.0 million for the three months ended March 31,
2002 consisting primarily of $20.0 million of dividends on
its 12.25% and 13% Senior Exchangeable Preferred Stock
through the issuance of additional shares of such Preferred
Stock and $3.0 million of accrued dividends on its
Series AA Preferred Stock.

As of March 31, 2002, the Companys
authorized and outstanding capital stock was as follows:

|                    |  |                 |  |            |             |        |  |            |  |           |      |             |  |                   |  |             |          |  |  |  |               |  |  |  |            | 
|------------------- |  | --------------- |  | ---------- | ----------- | ------ |  | ---------- |  | --------- | ---- | ----------- |  | ----------------- |  | ----------- | -------- |  |  |  | ------------- |  |  |  | ---------- | 
|                    |  |                 |  |            |             |        |  |            |  |           |      |             |  |                   |  | Other      
|                    |  |                 |  |            |             |        |  |            |  |           |      |             |  |                   |  | Features,  
|                    |  |                 |  | No. of     |             | No. of |  |            |  |           |      | Liquidation |  |                   |  | Rights,    
|                    |  |                 |  | Shares     |             | Shares |  | Par Value  |  |           |      | Preference  |  | Redemption        |  | Preferences
|Class               |  | Type            |  | Authorized |             | Issued |  | Per Share  |  | Dividends |      | Per Share   |  | Date              |  | and Powers 
|                    |  |                 |  |            |             |        |  |            |  |           |      |             |  |                   |  |            
|Class A             |  | Common Stock    |  |            | 175,000,000 |        |  | 39,700,968 |  | $         | .001 |             |  | As declared       |  |             |         |  |  |  |              |  |  |  | Voting     | 
|Class B             |  | Common Stock    |  |            | 70,000,000  |        |  | 54,977,481 |  | $         | .001 |             |  | As declared       |  |             |         |  |  |  |              |  |  |  | Voting     | 
|Class C             |  | Common Stock    |  |            | 4,226       |        |  |           |  | $         | .001 |             |  | As declared       |  |             |         |  |  |  |              |  |  |  | Non-voting | 
|Class D             |  | Common Stock    |  |            | 33,000      |        |  |           |  | $         | .001 |             |  | As declared       |  |             |         |  |  |  |              |  |  |  | Non-voting | 
|                    |  |                 |  |            |             |        |  |            |  |           |      |             |  |                   |  |             |          |  |  |  |               |  |  |  |            | 
|                    |  |                 |  |            | 245,037,226 |        |  | 94,678,449 |  |           |      |             |  |                   |  |             |          |  |  |  |               |  |  |  |            | 
|                    |  |                 |  |            |             |        |  |            |  |           |      |             |  |                   |  |             |          |  |  |  |               |  |  |  |            | 
|Series AA           |  | Preferred Stock |  |            | 200,000     |        |  | 200,000    |  | $         | 1.00 |             |  | 5.96% Cumulative  |  | $           | 1,000    |  |  |  | Feb. 8, 2011  |  |  |  | Non-voting | 
|Senior Exchangeable |  | Preferred Stock |  |            | 734,000     |        |  | 378,927    |  | $         | 1.00 |             |  | 12.25% Cumulative |  | $           | 1,000    |  |  |  | Jan. 15, 2008 |  |  |  | Non-voting | 
|Senior Exchangeable |  | Preferred Stock |  |            | 500,000     |        |  | 242,779    |  | $         | 1.00 |             |  | 13% Cumulative    |  | $           | 1,000    |  |  |  | May 1, 2009   |  |  |  | Non-voting | 
|Class E             |  | Preferred Stock |  |            | 40,000      |        |  |           |  | $         | 1.00 |             |  | 15% Cumulative    |  | $           | 1,131.92 |  |  |  | Dec. 23, 2010 |  |  |  | Non-voting | 
|Other               |  | Preferred Stock |  |            | 4,526,000   |        |  |           |  | $         | 1.00 |             |  |                  |  |             |         |  |  |  |              |  |  |  |           | 
|                    |  |                 |  |            |             |        |  |            |  |           |      |             |  |                   |  |             |          |  |  |  |               |  |  |  |            | 
|                    |  |                 |  |            | 6,000,000   |        |  | 821,706    |  |           |      |             |  |                   |  |             |          |  |  |  |               |  |  |  |            | 
|                    |  |                 |  |            |             |        |  |            |  |           |      |             |  |                   |  |             |          |  |  |  |               |  |  |  |            | 

7.     Commitments

On November 16, 2001, 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
December 31, 2004, to update the wireless systems for the
newly acquired and existing MSAs and RSAs. Of the commitment,
approximately $70.9 million remained at March 31, 2002.

The Company entered into another equipment supply
agreement with a second vendor on January 13, 1998 (as
amended through April 13, 2000). The Company agreed to
purchase approximately $131.0 million of cell site and
switching equipment between January 13, 1998 and
December 31, 2002, to update the wireless systems for the
newly acquired and existing MSAs and RSAs. Of this commitment,
approximately $12.4 million remained at March 31, 2002.

The Company expects to fulfill its purchase
commitments under both of these agreements prior to their
completion dates.

8.     Changes in
Accounting Policies and Procedures

In July 2001, the Financial Accounting Standards
Board 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 requires companies
to cease the amortization of existing goodwill and intangible
assets with indefinite lives effective January 1, 2002.
Under the new rules, the Company is treating its wireless
license acquisition costs as indefinite life intangible assets.
As a result, effective January 1, 2002, the Company ceased
the amortization of wireless license acquisition costs. Instead,
the Company is testing its indefinite life intangible assets for
impairment at least annually and will only adjust the carrying
amount of these intangible

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DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


assets upon an impairment of the indefinite life
intangible assets. During the three months ended March 31,
2001, the Company recorded approximately $15.9 million of
amortization expense, net of income tax benefit, related to its
wireless license acquisition costs. In addition, during 2001,
the Companys 50% owned unconsolidated subsidiary,
American Cellular, recorded approximately $14.5 million and
approximately $8.2 million of amortization expense, net of
income tax benefit, related to its goodwill and wireless license
acquisition costs, respectively. Through December 31, 2001,
the Companys accounting policy was to evaluate the
carrying value of its intangible assets based on its
undiscounted cash flows. However, as a result of implementing
SFAS No. 142, the Company is now required to evaluate the
carrying value of its indefinite life intangible assets using
their fair values. Upon implementation of SFAS No. 142 on
January 1, 2002, the Company recorded a charge, net of
income tax benefit, of approximately $33.3 million to
reflect the write-down of its wireless license acquisition costs
to their fair value and a charge of approximately
$140.9 million to reflect its equity in the write-down of
the wireless license acquisition costs of its 50% owned
subsidiary, American Cellular to their fair values.

In October 2001, the FASB issued SFAS
No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. This statement replaces SFAS
No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of.
However, it maintains the fundamental provisions of SFAS
No. 121 for recognition and measurement of the impairment
of long-lived assets to be held and used and for measurement of
long-lived assets to be disposed of by sale. This statement
applies to all long-lived assets, including discontinued
operations, and replaces the provisions of APB Opinion
No. 30, Reporting the Results of Operations-Reporting
the Effects of Disposal of a Segment of a Business, for
the disposal of segments of a business. This statement requires
that those long-lived assets be measured at the lower of
carrying amount or fair value less cost to sell. During the
fourth quarter 2001, the Company and its 50% owned subsidiary,
American Cellular, entered into definitive agreements to sell
certain markets to Verizon Wireless. With these agreements, the
Company decided to adopt this standard during the fourth quarter
2001, effective January 1, 2001, to properly reflect the
operations, assets and liabilities of these markets as
discontinued operations, see note 3 above.

9.     Subsequent
Events

On April 25, 2002, the Companys Board
of Directors adopted the Dobson Communications Corporation 2002
Employee Stock Purchase Plan, or the Purchase Plan, subject to
approval at the 2002 Annual Meeting of Shareholders. The
Purchase Plan provides for 1,000,000 shares of the
Companys Class A common stock to be reserved for
issuance upon exercise of purchase rights which may be granted
under the Purchase Plan, subject to adjustment for stock
dividends, stock splits, reverse stock splits and similar
changes in the Companys capitalization. The Purchase Plan
is designed to encourage stock ownership by the Companys
employees.

On April 25, 2002, the Companys Board
of Directors adopted the 2002 Stock Incentive Plan, or 2002
Plan, subject to approval at the 2002 Annual Meeting of
Shareholders. The 2002 Plan reserved a maximum of 7,000,000
shares of the Companys Class A common stock for
issuance upon the exercise of stock options and restricted stock
awards that may be granted under the 2002 Plan. The 2002 Plan is
designed to promote company growth and profitability, to provide
the incentive to assist in achieving the Companys
long-term corporate objectives, to attract and retain executives
and other employees of outstanding competence, and to provide
such persons with an opportunity to acquire an equity interest
in the Company.

On May 8, 2002, the Company signed an
extension of its nationwide preferred roaming agreement with
AT&T Wireless. AT&T Wireless is the
Companys largest roaming partner. This new agreement
covers TDMA and extends the preferred agreement and establishes
the roaming rates for the parties through June 30, 2007.

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##### Table of Contents






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

The following discussion and analysis presents
factors, which we believe are relevant to an assessment and
understanding of our condensed consolidated financial position
and results of operations. This financial and business analysis
should be read in conjunction with our condensed consolidated
financial statements and the related notes included in
Item 8.

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 March 31, 2002, our
wireless systems covered a population of approximately
6.4 million and we had approximately
712,300 subscribers, with an aggregate market penetration
of approximately 11.2%. We serve markets in portions of Alaska,
Arizona, California, Kansas, Maryland, Michigan, Missouri,
New York, Ohio, Oklahoma, Pennsylvania, Texas and
West Virginia.

On February 25, 2000, we and
AT&T Wireless Services, Inc., through our equally-owned
joint venture, acquired American Cellular for approximately
$2.5 billion, including fees and expenses. As of
March 31, 2002, American Cellulars systems covered a
total population of approximately 5.0 million and had
approximately 642,200 subscribers, giving American Cellular
an aggregate market penetration of approximately 12.9%. 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 account 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 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 joint ventures net
income or losses in a single line item entitled Loss from
investment in joint venture in our statement of
operations. To the extent that the joint venture incurs losses
in the future, our Investment in joint venture will
be reduced.

From 1996 through 2000, we completed 23
acquisitions of wireless licenses and systems and related
assets, excluding American Cellular, for an aggregate purchase
price of $2.5 billion, increasing the total proportionate
population served by our systems and expanding the geographical
scope of our operations. Although our cash flow from operations
increased as a result of these acquisitions, the increased
amortization of FCC licenses and related assets, and our
acquisition costs, together with the increased interest expense
and dividend requirements associated with our outstanding
indebtedness and preferred stock, resulted in increased losses
applicable to common stockholders for 2000 and 1999. During
2001, we did not acquire new wireless licenses and systems
through acquisitions; therefore, our growth in revenue and
operating income reflect our internally generated growth in our
subscriber base. However, our interest in the American Cellular
joint venture has resulted in an increase in our net losses. We
expect our net losses to continue until we further expand our
acquired systems and increase our subscriber base. Our
acquisitions affect the comparability of our historical results
of operations for the periods discussed; therefore, these
results may not be indicative of future performance.

On January 26, 2001, the Federal
Communications Commission concluded an auction of 10MHz and
15 MHz PCS licenses in the C and F blocks in a number
of markets. Through one of our wholly-owned subsidiaries we were
the winning bidder for 14 of the auctioned licenses representing
an estimated total population of 19.8 million. The FCC is
currently considering our post-auction application for a grant
of those licenses, as well as legal challenges to this
application. If our subsidiary is granted all 14 licenses,
our total cost will be $546.1 million. However, in June
2001, the United States Court of Appeals for the District of
Columbia Circuit ruled that the FCC did not have the authority
to auction certain of those licenses, including 11 of the
14 licenses, which constitutes $536.5 million of total
amount that we bid. The Circuit Court decision was appealed to
the United States Supreme Court which, on March 4, 2002,
granted certiorari and agreed to

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##### Table of Contents



hear the appeal. If the decision of the Court of
Appeals is upheld on appeal, it is unlikely that we will be
granted any of those 11 licenses. Subsequently, we have
received a refund of approximately $91.2 million of our
$109.2 million deposit.


Discontinued Operations

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.

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 $0.24 per minute
for the three months ended March 31, 2002, and
$0.29 per minute for the three months ended March 31,
2001. These declines have been generally offset by significant
increases in average minutes of use per subscriber. 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 single rate calling
plans 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 36.2% of our operating
revenue for the three months ended March 31, 2002, and
38.8% for the three months ended March 31, 2001. Roaming
revenues typically yield higher average per minute rates and
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 $0.26 per minute for the three months ended
March 31, 2002, and $0.36 per minute for the three
months ended March 31, 2001. We believe that the trend of
increasing roaming minutes will continue to offset declining
roaming yields. 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.

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.

15



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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. As discussed above with
regard to service revenue, there is a continuing trend toward
increasing minutes-of-use per subscriber. This includes minutes
used by our subscribers when they roam into other
providers markets. Consistent with this trend, our roaming
expense per minute has declined. This decline in expense per
minute has helped offset the increased expense from growth in
minutes-of-use per subscriber.

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.
Through December 31, 2001, these intangible assets
primarily consisted of wireless license acquisition costs and
customer lists. However, with the implementation of SFAS
No. 142, Goodwill and Other Intangible Assets,
we have ceased the amortization of wireless license acquisition
costs effective January 1, 2002. See Critical
Accounting Policies and Practices below for further
details.

Critical Accounting Policies and
Practices

We must necessarily 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. We review our intangible assets for impairment whenever
events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. With the
implementation of Statement of Financial Accounting Standards
No. 142, Goodwill and Other Intangible Assets,
which requires companies to cease the amortization of existing
goodwill and intangible assets with indefinite lives, 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 are testing these licenses for impairment at
least annually. This change in policy has had and may continue
to have a significant

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impact to our results of operations and financial
position. For the three months ended March 31, 2001, the
aggregate amount of amortization expense, net of income tax
benefit, attributable to our wireless license acquisition costs
was approximately $15.9 million. In addition, for the three
months ended March 31, 2001, our 50% owned unconsolidated
subsidiary, American Cellular, recorded approximately
$14.5 million and approximately $8.2 million of
amortization expense, net of income tax benefit, related to
their goodwill and wireless license acquisition costs,
respectively. 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. Upon implementation of this new
pronouncement, 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 approximately $140.8 million to reflect our
50% share in the write-down of the wireless license
acquisition costs of our 50% owned subsidiary, American
Cellular, to their fair value.


Results of Operations

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



| |                                                                                    
| | -----------------------------------------------------------------------------------
| | Three Months Ended March 31, 2002
    Compared to Three Months Ended March 31, 2001

Operating revenue.For the three months ended
March 31, 2002, our total operating revenue increased
$11.9 million, or 9.1%, to $143.1 million from
$131.2 million for the comparable period in 2001. Our total
service revenue, roaming revenue and equipment and other revenue
represented 60.6%, 36.2% and 3.2%, respectively, of total
operating revenue during the three months ended March 31,
2002 and 56.8%, 38.8% and 4.4%, respectively, of total operating
revenue during the three months ended March 31, 2001.

The following table sets forth the components of
our revenue for the periods indicated:

|                   |                             |                    |   |        |         |  |   |        |         | 
|------------------ | --------------------------- | ------------------ | - | ------ | ------- |  | - | ------ | ------- | 
|                   |                             |                   
|                   |                             | Three Months Ended
|                   |                             | March 31,         
|                   |                             |                   
|                   |                             | 2001               |   | 2000  
|                   |                             |                    |   |       
|                   |                             |                   
|                   |                             | ($ in thousands)  
|Operating revenue: |                             |                    |   |        |         |  |   |       
|                   | Service revenue             |                    | $ | 86,674 |         |  | $ | 74,485 |        
|                   | Roaming revenue             |                    |   | 51,880 |         |  |   | 50,837 |        
|                   | Equipment and other revenue |                    |   | 4,571  |         |  |   | 5,839  |        
|                   |                             |                    |   |        |         |  |   |       
|                   |                             | Total              |   | $      | 143,125 |  |   | $      | 131,161 | 
|                   |                             |                    |   |        |         |  |   |       

For the three months ended March 31, 2002,
our service revenue increased $12.2 million, or 16.4%, to
$86.7 million from $74.5 million for the three months
ended March 31, 2001. This increase was primarily
attributable to our increased subscriber base. Our subscriber
base increased 14.5% to 712,300 at March 31, 2002 from
622,300 at March 31, 2001. Our average monthly service
revenue per subscriber increased to $42 for the three months
ended March 31, 2002 compared to $41 for the three months
ended March 31, 2001. Our average monthly service revenue
per subscriber continues to be positively impacted by changes in
the mix of digital and analog subscribers in our subscriber
base. On March 31, 2002, 80.1% of our subscriber base was
on digital rate plans compared to 52.8% at March 31, 2001.
Our digital rate plans typically produce higher service revenue
per subscriber and allow subscribers to use more minutes in a
larger home area than our analog rate plans.

For the three months ended March 31, 2002,
our roaming revenue increased $1.1 million, or 2.1%, to
$51.9 million from $50.8 million for the three months
ended March 31, 2001. This increase was attributable to a
40.1% increase in roaming minutes in our existing markets due to
expanded coverage areas and increased usage, offset by a 27.8%
decline in our roaming revenue per minute-of-use.

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For the three months ended March 31, 2002,
our equipment and other revenue decreased $1.2 million, or
21.7%, to $4.6 million from $5.8 million for the three
months ended March 31, 2001 due to increased discounts on
sales of equipment as a result of market competition.

Cost of service.For
the three months ended March 31, 2002, our total cost of
service increased $4.3 million, or 11.9%, to
$40.6 million from $36.3 million for the comparable
period in 2001. As described with our service revenue above, on
average, our digital subscribers use more minutes than our
analog subscribers. This increased usage also increases the
minutes used by our subscribers outside of our markets, thus
increasing the expenses we are charged by third-party wireless
providers. Our cost of service increased approximately
$1.0 million due to increased charges by third party
wireless providers. The remaining increase of $3.3 million
was primarily the result of increased networking costs
associated with our increased build-out of cell sites and
continual upgrades to our digital network.

Cost of equipment.For the three months ended
March 31, 2002, our cost of equipment decreased
$2.0 million, or 14.8%, to $11.3 million during 2002
from $13.3 million in 2001. This decrease resulted from a
slow down in the migration of subscribers from analog to digital
service and handsets, along with the overall decreased cost of
wireless handsets.

Marketing and selling costs.For the three months ended
March 31, 2002, our marketing and selling costs decreased
$0.7 million, or 3.7%, to $17.8 million from
$18.5 million for the three months ended March 31,
2001. In addition, as a percentage of total operating revenue,
marketing and selling costs decreased to 12.4% for the three
months ended March 31, 2002 from 14.1% for the three months
ended March 31, 2001, as a result of efficiencies gained
from further integration of acquired companies and markets. With
these efficiencies gained, we were able to decrease overall
marketing and selling costs while maintaining a consistent
growth rate. Gross subscriber additions were 63,200 during the
three months ended March 31, 2002 compared to
63,400 gross subscriber additions during the three months
ended March 31, 2001.

General and administrative costs.For the three months ended
March 31, 2002, our general and administrative costs
increased $0.6 million, or 3.4%, to $19.7 million from
$19.1 million for the three months ended March 31,
2001. 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. Our average monthly general and
administrative costs per average subscriber decreased 10.0% to
$9 for 2002 compared to $10 for 2001. This decrease in general
and administrative costs per subscriber was primarily from
efficiencies gained from further integration of acquired
companies and increased economies of scale.

Depreciation and amortization expense.For the three months ended
March 31, 2002, our depreciation and amortization expense
increased $23.5 million, or 52.7%, to $21.0 million
from $44.5 million for 2001. The decrease is a result of
implementing SFAS No. 142, Goodwill and Other
Intangible Assets, which required companies to stop
amortizing existing goodwill and intangible assets with
indefinite lives effective January 1, 2002. Under this new
rule we treat our wireless license acquisition costs as
indefinite life intangibles.

Interest expense.For the three months ended
March 31, 2002, our interest expense decreased
$7.7 million, or 20.1%, to $30.7 million from
$38.4 million for the three months ended March 31,
2001. The decrease resulted primarily from the reduction of our
outstanding balance on our credit facility and decreased
interest rates.

Other income, net.For the three months ended
March 31, 2002, our other income remained constant at
$1.2 million for the three months ended March 31, 2002
and 2001.

Minority interests in income of subsidiaries.For the three months ended
March 31, 2002, our minority interests in income of
subsidiaries increased $0.3 million, or 26.5%, to
$1.5 million from $1.2 million in 2001. 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
March 31, 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 $7.2 million compared to a net loss of

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$19.1 million for the three months ended
March 31, 2001. These losses represent our proportionate
loss in American Cellular, which has decreased for the three
months ended March 31, 2002 compared to the same period in
2001, primarily as a result of the implementation of SFAS
No. 142. This new standard requires companies to cease the
amortization of existing goodwill and indefinite life intangible
assets effective January 1, 2002.


Discontinued operations.For the three months ended
March 31, 2002, we had income from discontinued operations
(including the gain on sale) of $92.8 million, compared to
a loss of $0.9 million for the three months ended
March 31, 2001. This represents the gain from the sale of
the markets sold to Verizon Wireless during February 2002.

Cumulative effect of change in accounting
principle.For the three months ended
March 31, 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 loss.For the
three months ended March 31, 2002, our net loss was
$87.5 million. Our net loss increased $43.4 million,
or 98.5%, from $44.1 million for the three months ended
March 31, 2001. The increase in our net loss was primarily
attributable to our cumulative effect of change in accounting
principle, offset by gain from the sale of discontinued
operations and the decrease in our loss from continuing
operations.

Dividends on preferred stock.For the three months ended
March 31, 2002, our dividends on preferred stock increased
$3.5 million, or 18.0%, to $23.0 million from
$19.5 million for the three months ended March 31,
2001. This increase was primarily the result of dividends
related to our issuance of 200,000 shares of our
Series AA Preferred Stock on February 8, 2001.

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.



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

At March 31, 2002, we had working capital of
$215.7 million, a ratio of current assets to current
liabilities of 2.2:1 and an unrestricted cash balance of
$157.2 million, which compares to working capital of
$181.9 million, a ratio of current assets to current
liabilities of 1.9:1 and an unrestricted cash balance of
$161.6 million at December 31, 2001.

Our net cash used in operating activities totaled
$4.0 million for the three months ended March 31, 2002
compared to $7.7 million for the three months ended
March 31, 2001. The decrease was primarily due to a
decrease in our loss from continuing operations.

Our net cash provided by investing activities
totaled $318.3 million for the three months ended
March 31, 2002, compared to net cash used in investing
activities of $102.7 million for the three months ended
March 31, 2001. The change for the three months ended
March 31, 2002 was higher compared to the three months
ended March 31, 2001 due to the net proceeds from 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
$318.6 million for the three months ended March 31,
2002 compared to net cash provided by financing activities of
$207.1 million for the three months ended March 31,
2001. Financing activity sources for the three months ended
March 31, 2002 consisted primarily of proceeds from
long-term debt of $202.0 million, which was offset by
repayments of long-term debt totaling $511.7 million and
purchase of treasury stock of $6.9 million. For the three
months ended March 31, 2001, net cash provided by financing
was considerably higher compared to 2002, due to issuance of
preferred stock of $200.0 million and payments of long-term
debt of only $193.6 million compared to $511.7 million
in 2002.

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| |                  
| | -----------------
| | 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. The original proceeds from the
$800.0 million credit facility were used primarily to:



| |   |                                                                                                                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | consolidate the indebtedness of our Dobson
    Cellular Operations Company subsidiary under a
    $160.0 million credit facility and our Dobson Operating
    Company subsidiary under a $250.0 million senior secured
    credit facility;
|
| |  | repurchase $159.7 million outstanding
    principal amount of our 11.75% senior notes due
    2007; and                                                                                                                                    
|
| |  | pay the cash portion of the costs of certain of
    our pending acquisitions.                                                                                                                                                              

The increase of $125.0 million was used to
fund the acquisition of Texas 9 RSA on May 1, 2000.

At March 31, 2002, this credit facility
included a $300.0 million revolving credit facility and
$308.2 million remaining of term loan facilities consisting
of a Term A Facility of $153.1 million, a Term B
Facility of $83.8 million and an additional Term B
Facility of $71.3 million. These loans begin to mature in
2007. As of March 31, 2002, we had $520.7 million
outstanding under this credit facility and we had
$87.5 million of availability.

Advances bear interest, at our option, on a prime
rate or LIBOR formula. The weighted average interest rate was
4.7% for the three months ended March 31, 2002. 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 $25.0 million.
We are required to amortize the Term B Facility with
quarterly principal payments of $375,000 from March 31,
2000 through December 31, 2006 and with quarterly principal
payments of $34.9 million during 2007. 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, and will continue through
March 31, 2007. These quarterly principal payments on the
addition Term B Facility will increase to
$29.1 million from June 30, 2007 through
March 31, 2008. 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. 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 $248.4 million towards this credit facility.
In addition, we have the right to prepay the credit facility in
whole or in part at any time. As of March 31, 2002, we had
$520.7 million outstanding under the credit facility.

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 7.75 to 1, decreasing over
    time to 5.00 to 1;

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| |   |                                                                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a ratio of operating cash flow to debt service
    requirements of initially not less than 1.15 to 1,
    increasing over time to 1.50 to 1;                                                                                                    
|
| |  | a ratio of operating cash flow to interest
    expense of initially not less than 1.40 to 1, increasing
    over time to 2.25 to 1;                                                                                                             
|
| |  | on or after June 30, 2002, a ratio of
    operating cash flow minus capital expenditures to the sum of
    debt service requirements and cash distributions of initially
    not less than 1.05 to 1, increasing over time to 1.15 to
    1; and
|
| |  | a limitation of capital expenditures.                                                                                                                                                                                                           

At March 31, 2002, we were in compliance
with all required financial ratios and expect to continue to be
in compliance throughout 2002.



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

Our subsidiary, Dobson/ Sygnet Communications
Company, has outstanding $200.0 million aggregate principal
amount of senior notes that mature in 2008. 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 $332.4 million, consisting of a
$40.4 million revolving credit facility and
$292.0 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, and has ranged between 4.4%
and 10.5% since inception. As of March 31, 2002, we had
$292.1 million outstanding under the Sygnet credit facility
and we had $35.6 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 $40.4 million revolving
credit facility terminates on September 23, 2006. The
$292.0 million term loans terminate on December 23,
2007. The weighted average interest rate on the Dobson/ Sygnet
credit facilities was 5.1% for the three months ended
March 31, 2002.



| |                                                                    
| | -------------------------------------------------------------------
| | 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. The American Cellular joint
venture has budgeted approximately $50.0 million to
$55.0 million for American Cellular capital expenditures in
2002, of which, approximately $5.0 million to
$10.0 million will be used to begin their GSM/ GPRS
overlay. If American Cellular does not generate sufficient cash
flows from operations or otherwise have sufficient access to
capital to meet all of its debt service, capital expenditure,
working capital or other operating needs, we may be required to
fund our 50% share of any capital needs of the American Cellular
joint venture in order to protect our substantial investment
in it.

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At December 31, 2000, American Cellular was
not in compliance with its interest coverage ratio covenant.
American Cellular received a waiver from the lenders for this
covenant violation. This credit facility was amended effective
March 14, 2001, when American Cellular permanently repaid
$200.0 million of the term loan. American Cellular used
proceeds from the issuance of $450.0 million Senior
Subordinated Notes due 2009 (described below), to reduce the
credit facility to $1.55 billion. This credit facility was
further amended effective June 4, 2001, when American
Cellular permanently repaid $201.3 million of the term
notes under the credit facility with proceeds from the issuance
of $250.0 million Senior Subordinated Notes due 2009
(described below) and the credit facility was reduced to
$1.34 billion. On September 27, 2001, American
Cellular and their lenders agreed to a third amendment to the
credit facility, which modifies certain financial covenants
(described below). In addition to their financial covenants,
American Cellular is required to make prepayments of proceeds
received from significant asset sales, new borrowings and a
portion of excess cash flow. When American Cellular completed
the sale of Tennessee 4 RSA to Verizon Wireless for a total
purchase price of $202.0 million during February 2002, it
permanently reduced its credit facility by approximately
$190.0 million. The maximum availability of American
Cellulars credit facility is limited by restrictions, such
as certain financial ratios. The maximum availability subject to
these restrictions is $906.2 million. As of March 31,
2002, American Cellular had outstanding borrowings under its
credit facility of $901.3 million and there was
approximately $4.9 million available under this credit
facility.

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 7.00 to 1 at December 31, 2001, decreasing to 5.75
    to 1 at December 31, 2002 and decreasing over time to 2.50
    to 1;                                    
|
| |  | a ratio of total indebtedness to operating cash
    flow of 10.10 to 1 at December 31, 2001, decreasing to 7.75
    to 1 at December 31, 2002 and decreasing over time to 4.00
    to 1;                                    
|
| |  | a ratio of operating cash flow to debt service
    requirements of 1.20 to 1 at December 31, 2001, increasing
    to 1.35 to 1 at December 31, 2002 and decreasing over time
    to 1.20 to 1;                              
|
| |  | a ratio of operating cash flow to interest
    expense requirement of 1.45 to 1 at December 31, 2001,
    increasing to 1.80 to 1 at December 31, 2002 and increasing
    over time to 2.50 to 1;                           
|
| |  | beginning on December 31, 2002, a ratio of
    operating cash flow minus capital expenditures to the sum of
    debt service requirements and cash distributions of 1.00 to 1
    and continuing over time at 1.00 to 1; and
|
| |  | a limitation on capital expenditures.                                                                                                                                                                                       

Interest on the revolving credit facility and the
term loan facilities is variable and is based on a prime rate or
a LIBOR formula. The weighted average interest rate at
March 31, 2002 was 4.8% and interest rates have ranged
between 4.4% and 10.1% since the credit facilitys
inception in February 2000. American Cellular is required to
reduce the outstanding principal balances of the term loans by a
maximum of $42.6 million during the next twelve months.

American Cellulars credit facility includes
a financial covenant requiring them to not exceed a total debt
leverage ratio ranging from 9.25 to 1.00 in the first quarter to
7.75 to 1.00 in the fourth quarter 2002. Absent debt reduction
from projected debt levels or an amendment to the credit
facility modifying this covenant, American Cellular may be
unable to comply with this covenant during 2002. American
Cellular is currently in discussions with the lenders regarding
an amendment to the credit facility. However, if American
Cellular is unable to comply with the total debt leverage ratio
or renegotiate the credit facility, and there is a covenant
violation, the lenders would have the right, but not the
obligation, to accelerate the repayment of the entire amount
outstanding under the credit facility. An 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.
If this were to occur, American Cellular would attempt to

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renegotiate the debt with the holders to provide,
among other things, for an extended repayment term. American
Cellular can provide no assurance that it will be able to
renegotiate the debt under these conditions or meet its
obligation under the accelerated repayment terms. As a result,
there may be substantial doubt about American Cellulars
ability to continue as a going concern. In the independent
auditors report on American Cellulars 2001 financial
statements, the auditors expressed concern about American
Cellulars ability to continue as a going concern, if in
the future, it does not meet certain financial ratios required
under the terms of its credit facility. In addition, a debt
compliance certificate from the auditors was not delivered to
the administrative agent for American Cellulars credit
facility until 3 days after the certificate was due.
Finally, the interest payment due to the lender banks on
April 8, 2002 was actually paid on April 10, 2002.
Because of these events and the concern by the administrative
agent for the lender banks that any or all of such events might
be deemed a material adverse change which, if such occurred,
would be an event of default under American Cellulars
credit facility, the administrative agent for the lender banks
provided American Cellular with a waiver for these occurrences,
which expires May 17, 2002.


On March 14, 2001, American Cellular sold
$450.0 million principal amount of Senior Subordinated
Notes at a discount of $3.3 million. These notes carry an
interest rate of 9.5%. The discount will be amortized over the
life of the notes. On June 4, 2001, American Cellular sold
an additional $250.0 million principal amount of Senior
Subordinated Notes at a discount of $3.6 million. These
notes also carry an interest rate of 9.5%. The discount will be
amortized over the life of the notes. The proceeds were used to
repay outstanding indebtedness under the American Cellular
credit facility and to deposit funds into an interest reserve
account to fund the first four scheduled interest payments on
the notes.



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

On January 14, 2000, we repurchased
$159.7 million principal amount of our outstanding
$160.0 million aggregate principal amount of senior notes.
The notes mature in April 2007 and accrue interest at an annual
rate of 11.75%, payable semi-annually on each April 15 and
October 15. We repurchased our outstanding Senior Notes
with funds available under our credit facility described above.

On June 15, 2000, we completed the private
placement of $300.0 million principal amount of our
10.875% Senior Notes due 2010. The offering resulted in net
proceeds totaling $290.2 million. We used
$207.0 million of the proceeds to repay indebtedness under
the revolving credit facility of our subsidiary, DOC LLC, and
will continue using the remaining balance for working capital
and other general corporate purposes.

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 is entitled to cumulative annual dividends of 5.96% on the
liquidation preference of $1,000 per share, subject to
certain adjustments. Dividends accrue but are not payable until
after February 2006. Each share of Series AA Preferred
Stock is mandatorily 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 will be convertible into our
Class A Common Stock at a conversion price of
$25.35 per share. At March 31, 2002, we had
200,000 shares of Series AA Preferred Stock issued and
outstanding.

As of March 31, 2002, we had issued and
outstanding 378,927 shares of 12.25% senior preferred
stock and 242,779 shares of our 13% senior preferred
stock with aggregate liquidation values of $388.7 million
and $248.0 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.

Our principal stockholder, Dobson CC Limited
Partnership, or DCCLP, and certain of its affiliates, have
entered into credit agreements with Bank of America, N.A. These
credit agreements have aggregate principal amounts outstanding
of approximately $280 million as of March 31, 2002. To
secure their obligations under these credit agreements, DCCLP
and these affiliates individually pledged certain assets, which
include beneficial ownership of securities representing
controlling interests in DCCLP and in us. These loans will
mature on March 31, 2003, unless extended.

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If the loans are not paid at maturity or if an
event of default occurs under the loan agreements, and the
lender elects to foreclose on the collateral, we could
experience a change of control under the indenture governing our
outstanding senior notes, our certificates of designation
governing two series of our outstanding senior preferred stock,
and our bank credit facility, and under the indenture governing
the outstanding senior notes of our subsidiary, Dobson/ Sygnet.

Upon a change of control, Dobson/ Sygnet and we
would each be required to offer to purchase our outstanding
senior notes at 101% of the principal amount plus accrued and
unpaid interest. We would also be required to offer to
repurchase all of our outstanding senior preferred stock at 101%
of the aggregate liquidation preference. There can be no
assurance that we would have the funds necessary to complete
these repurchases. If Dobson/ Sygnet and we failed to complete
the purchases of the tendered senior notes, the noteholders or
their indenture trustees would be entitled to accelerate the
maturity of the senior notes. If we failed to complete the
purchases of our outstanding senior preferred stock, the holders
of our two series of senior preferred stock would be entitled to
elect two additional directors to our board of directors. Our
credit facility and the credit facility of Dobson/ Sygnets
subsidiary, Sygnet Wireless, prohibit us from making the
required offers to purchase. A change of control would also
constitute an event of default under our bank credit facility
entitling the lender to accelerate the maturity of that debt. A
default under our bank credit facility constitutes a default
under the Sygnet Wireless credit facility.

If we experience a change of control and AT&T
Wireless substantially maintains its present percentage
ownership in the voting and economic interests of American
Cellular, AT&T Wireless and its affiliates will have the
right to initiate a buy/sell procedure. Pursuant to this
procedure, AT&T Wireless may offer to purchase our interest
in ACC Acquisition L.L.C., the parent of American Cellular, or
sell its interest in ACC Acquisition to us. AT&T Wireless
may establish the price or require that we establish the price.
If the offer is made, we must either agree to sell our interest
in ACC Acquisition to AT&T Wireless or buy AT&T
Wirelesss interest in ACC Acquisition. Upon consummation
of a buy/sell procedure, our management agreement with American
Cellular, and the preferential roaming agreements between
American Cellular and us, and between American Cellular and
AT&T Wireless, will immediately terminate. In addition, we
will lose our right to appoint one of our two representatives to
the management committee and our power to approve all
significant matters relating to the operation of American
Cellular.



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

We had capital expenditures of $17.9 million
for the three months ended March 31, 2002. We have budgeted
approximately $85.0 million to $90.0 million for
capital expenditures in 2002, of which, approximately
$15.0 million to $20.0 million will be used to begin
our GSM/ GPRS overlay. In addition, on September 14, 2001,
our Board of Directors authorized the expenditure of up to
$80.0 million over the next twelve months for the possible
repurchase of shares of our outstanding Class A Common
Stock. Through March 31, 2002 we had purchased an aggregate
of 3.8 million shares for a total cost of
$25.3 million. We may require additional financing for
future acquisitions, to refinance our debt at its final
maturities and to meet the mandatory redemption provisions on
our senior preferred stock. The amount and timing of capital
expenditures may vary depending on the rate at which we expand
and develop our wireless systems and whether we consummate
additional acquisitions.

On November 16, 2001, we agreed to purchase
approximately $100.5 million of cell site and switching
equipment from Nortel Networks Corp. prior to December 2004.
Approximately $70.9 million of the commitment remained
outstanding at March 31, 2002. Under another equipment
supply agreement, we agreed to purchase approximately
$131.0 million of cell site and switching equipment from
Lucent Technologies Inc. by December 31, 2002.
Approximately $12.4 million of the commitment remained
outstanding at March 31, 2001. We will finance our
purchases made under these commitments using cash flows from
operations or funds available under our credit facilities. We
expect to substantially fulfill our purchase commitments under
both of these agreements prior to their scheduled completion
dates.

On January 26, 2001, the FCC completed an
auction of PCS licenses. Most of the spectrum being auctioned
had been reclaimed by the FCC from NextWave, which is currently
engaged in bankruptcy

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reorganization proceedings under Chapter 11
of the United States Bankruptcy Code, and from other licensees
that had not paid amounts due to the FCC for their licenses.
Through one of our subsidiaries, we were the winning bidder for
14 PCS licenses, covering an estimated aggregate population
of 19.8 million in seven states, for which we bid a total
of $546.1 million. As part of the bidding procedures, we
made a down payment in cash totaling $109.2 million to the
FCC for these licenses, of which $91.2 million was refunded
to us during April 2002.


Eleven of the 14 licenses that we won in the FCC
auction, which constitute $536.5 million of the total
amount we bid, involve spectrum that was previously licensed to
NextWave. After NextWave defaulted on its purchase price to the
FCC for these licenses, the FCC canceled the licenses. NextWave
challenged the FCCs authority to revoke or cancel its
licenses while it was operating as a debtor-in-possession under
the protection of the Bankruptcy Code. On June 22, 2001,
the United States Court of Appeals for the District of Columbia
Circuit ruled that the FCC violated the Bankruptcy Code when it
canceled NextWaves licenses. The appellate court reversed
and remanded the FCCs automatic cancellation for further
proceeding. On August 31, 2001, the FCC reinstated
NextWaves licenses, but the FCC and other interested
parties have filed a petition for a writ of certiorari with the
United States Supreme Court. On March 4, 2002, the Supreme
Court granted the petition for a writ of certiorari. Oral
arguments are scheduled to occur during the Courts October
2002 term. As a result, the FCCs right to re-auction the
NextWave licenses and, thus, our ability to acquire the licenses
for which we were the winning bidder in the FCC auction, has
been placed in doubt.

If the decision of the Court of Appeals in the
NextWave litigation is upheld on appeal or a settlement is not
reached, it is unlikely that we will be granted the eleven
licenses for spectrum previously licensed to NextWave. It is
likely, however, that we will receive a refund of the balance of
our deposit attributable to the 11 licenses at that time.
In addition, if we do not acquire those licenses, we do not
anticipate being able to execute our current plan to build a
jointly-owned PCS network with AT&T Wireless. Consequently,
we may be forced to reevaluate the PCS component of our
previously announced strategy. However, if the decision of the
Court of Appeals is reversed and we are ultimately granted the
licenses, we would be uncertain as to how we would finance the
purchase, since financing is not in place at this time. Sources
of additional financing for these licenses may include
commercial bank borrowings 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. In addition, we cannot
predict the effect on our competitive position due to any change
to our business plan.

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 proceeds from the sale of $200.0 million of AA
preferred stock on February 8, 2001 to AT&T Wireless,
the sale of four licenses to Verizon Wireless in
February 2002 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, exclusive of any payments that might be made
related to the purchase and build out of the 14 licenses
discussed above. 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 Financial Accounting Standards
Board 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 cease amortization of existing goodwill and intangible assets
with indefinite lives effective January 1, 2002. Under the
new rules, we will treat our wireless license acquisition costs
as indefinite life intangible assets. As a result, effective
January 1, 2002, we are no longer

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amortizing wireless license acquisition costs.
Instead, we are testing for impairment of goodwill or indefinite
life intangible assets at least annually and will only adjust
the carrying amount of these intangible assets upon an
impairment of the goodwill or indefinite life intangible assets.
During the three months ended March 31, 2001, we recorded
approximately $15.9 million of amortization expense, net of
income tax benefit, related to our wireless license acquisition
costs. In addition, during 2001, our 50% owned unconsolidated
subsidiary, American Cellular, recorded approximately
$14.5 million and approximately $8.2 million of
amortization expense, net of income tax benefit, related to
their goodwill and wireless license acquisition costs,
respectively. 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. Upon 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 approximately
$140.8 million to reflect our equity in the write-down of
the wireless license acquisition costs of our 50% owned
subsidiary American Cellular, to their fair value.


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 have not yet determined the effect that this new
accounting standard may have on our results of operations,
financial position and cash flows. We will be required to
implement this standard effective January 1, 2003.

In October 2001, the FASB issued SFAS
No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. This statement replaces SFAS
No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of.
However, it maintains the fundamental provisions of SFAS
No. 121 for recognition and measurement of the impairment
of long-lived assets to be held and used and for measurement of
long-lived assets to be disposed of by sale. This statement
applies to all long-lived assets, including discontinued
operations, and replaces the provisions of APB Opinion
No. 30, Reporting the Results of Operations-Reporting
the Effects of Disposal of a Segment of a Business, for
the disposal of segments of a business. This statement requires
that those long-lived assets be measured at the lower of
carrying amount or fair value less cost to sell. During the
fourth quarter 2001, we entered into definitive agreements to
sell five markets, one of which is owned by our 50% owned,
indirect subsidiary, American Cellular. With these agreements,
we elected to early adopt this standard during the fourth
quarter of 2001, effective January 1, 2001, to properly
reflect the operations, assets and liabilities of these markets
as discontinued operations in our condensed consolidated
financial statements.

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

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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
March 31, 2002, we had interest rate hedges under various
derivative contracts totaling $325.0 million on our
$520.7 million DOC LLC credit facility. The terms of these
agreements begin expiring from March 2002 through April 2003.
For the three months ended March 31, 2002 and 2001, the
interest expense related to the hedge was approximately
$3.9 million and $0.7 million, respectively, due to
the decline in current market interest rates.

The fair market value of long-term fixed interest
rate debt is subject to interest rate risk. Generally, the fair
market value of fixed interest rate debt will increase as
interest rates fall and decrease as interest rates raise. Based
on our market risk sensitive instruments outstanding at
March 31, 2002, we have determined that there was no
material market risk exposure to our condensed consolidated
financial position, results of operations or cash flows as of
such date.




PART II. OTHER INFORMATION




Item 1.     Legal
Proceedings

Not applicable




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

Not applicable




Item 5.     Other
Information

Not applicable




Item 6.     Exhibits
and Reports on Form 8-K

(a) Exhibits

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

|        |   |             |  |                                                                                                                                                                                                                                                                                                                                                                   |  |          
|------- | - | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------
|Exhibit |   |             |  |                                                                                                                                                                                                                                                                                                                                                                  
|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.                                                                                                                                                                                                                      |  | (8)[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. |  | (8)[2.15]

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|        |    |             |  |                                                                                                                                                                                                                                                                                                                                                                                                            |  |            
|------- | -- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|Exhibit |    |             |  |                                                                                                                                                                                                                                                                                                                                                                                                           
|Numbers |    | Description |  | Method of Filing                                                                                                                                                                                                                                                                                                                                                                                          
|        |    |             |  |                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 3  | .1          |  | Registrants Amended and Restated
    Certificate of Incorporation.                                                                                                                                                                                                                                                                                                                                        |  | (8)[3.1]   
|        | 3  | .2          |  | Registrants Amended and Restated By-laws.                                                                                                                                                                                                                                                                                                                                                                 |  | (13)[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.                                    |  | (8)[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                                                                                                                                             |  | (9)[10.2]  
|        | 4  | .1.2        |  | Amendment and Consent dated November 24,
    2000 to Amended, Restated and Consolidated Revolving Credit and
    Term Loan Agreement                                                                                                                                                                                                                                                                       |  | (14)[4.3.2]
|        | 4  | .1.3        |  | Amendment and Consent dated May 4, 2001 to
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                                                             |  | (18)[4.1.3]
|        | 4  | .1.4        |  | Amendment dated August 1, 2001 to Amended,
    Restated and Consolidated Revolving Credit and Term Loan
    Agreement                                                                                                                                                                                                                                                                                      |  | (18)[4.1.4]
|        | 4  | .1.5        |  | Amendment dated January 23, 2002 to the
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                                                                |  | (18)[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          |  | Collateral Pledge and Security Agreement dated
    December 23, 1998 between Dobson/ Sygnet Communications
    Company, as Pledgor, and NationsBanc Montgomery Securities LLC,
    Lehman Brothers Inc., First Union Capital Markets, a division of
    Wheat First Securities, Inc. and TD Securities (USA) Inc.,
    as Initial Purchasers, and United States Trust Company of New
    York, as Trustee. |  | (3)[4.18]  
|        | 4  | .4          |  | Form of Common Stock Certificate.                                                                                                                                                                                                                                                                                                                                                                          |  | (8)[4.16]  
|        | 4  | .5          |  | Indenture dated June 22, 2000 by the
    Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                                                                            |  | (9)[4]     
|        | 4  | .6          |  | Senior Debt Indenture dated as of July 18,
    2001, between the Registrant and The Bank of New York, as Trustee                                                                                                                                                                                                                                                                                           |  | (15)[4.2]  
|        | 4  | .7.1        |  | Subordinated Debt Indenture dated as of
    July 18, 2001 between the Registrant and The Bank of New
    York, as Trustee                                                                                                                                                                                                                                                                                  |  | (15)[4.3]  
|        | 4  | .7.2        |  | Certificate of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                                                            |  | (15)[4.4]  
|        | 4  | .8          |  | Declaration of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                                                            |  | (15)[4.5]  
|        | 4  | .9          |  | Indenture dated as February 28, 1997 between
    the Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                                                                |  | (5)[4.6]   
|        | 4  | .10         |  | 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  | .11         |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, Optional and Other Special Rights of
    the Registrants Series AA Preferred Stock                                                                                                                                                                                                                                        |  | (13)[4.1]  
|        | 4  | .12         |  | 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                                                                                                                                                                                                                             |  | (13)[4.2]  
|        | 10 | .1.1*       |  | Registrants 1996 Stock Option Plan, as
    amended.                                                                                                                                                                                                                                                                                                                                                       |  | (3)[10.1.1]
|        | 10 | .1.2*       |  | Form of 2000-1 Amendment to the DCC 1996 Stock
    Option Plan.                                                                                                                                                                                                                                                                                                                                            |  | (8)[10.1.3]

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|        |    |             |  |                                                                                                                                                                                                                                                                                    |  |              
|------- | -- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|Exhibit |    |             |  |                                                                                                                                                                                                                                                                                   
|Numbers |    | Description |  | Method of Filing                                                                                                                                                                                                                                                                  
|        |    |             |  |                                                                                                                                                                                                                                                                                   
|        | 10 | .1.3*       |  | Form of Dobson Communications Corporation 2000
    Stock Option Plan.                                                                                                                                                                                                              |  | (8)[10.1.4]  
|        | 10 | .3.1*       |  | Letter dated June 3, 1996 from Registrant to
    Bruce R. Knooihuizen describing employment arrangement.                                                                                                                                                                           |  | (5)[10.3.2]  
|        | 10 | .3.2*       |  | Letter dated October 15, 1996 from Fleet
    Equity Partners to Justin L. Jaschke regarding director
    compensation.                                                                                                                                                             |  | (5)[10.3.3]  
|        | 10 | .3.3*       |  | Letter dated October 28, 1997 from
    Registrant to R. Thomas Morgan describing employment
    arrangement.                                                                                                                                                                       |  | (1)[10.3.5]  
|        | 10 | .3.4*       |  | Letter dated August 25, 1998 from Registrant
    to Richard D. Sewell, Jr. describing employment arrangement.                                                                                                                                                                      |  | (3)[10.3.6]  
|        | 10 | .3.5*       |  | Consulting Agreement dated December 21, 1998
    between Registrant and Albert H. Pharis, Jr.                                                                                                                                                                                      |  | (3)[10.3.7]  
|        | 10 | .3.6*       |  | Consulting Agreement dated August 15, 1998
    between the Registrant and Russell L. Dobson and Addendum
    thereto dated October 1, 1998.                                                                                                                                        |  | (8)[10.3.8]  
|        | 10 | .4          |  | General Purchase Agreement dated January 13,
    1998 between Lucent Technologies, Inc. and Dobson Cellular
    Systems, Inc., as amended                                                                                                                                          |  | (1)[10.4.7]  
|        | 10 | .4.1        |  | Amendment No. 1 to General Purchase
    Agreement between Dobson Cellular Systems and Lucent
    Technologies, Inc.                                                                                                                                                                |  | (10)[10.4.3] 
|        | 10 | .5          |  | Operating Agreement dated January 16, 1998,
    as amended, between AT&T Wireless Services, Inc. and Dobson
    Cellular Systems, Inc.                                                                                                                                             |  | (8)[10.4.4]  
|        | 10 | .6         |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated as
    of November 16, 2001.                                                                                                                                         |  | (18)[10.6]   
|        | 10 | .7          |  | Second Amended and Restated Partnership Agreement
    of Gila River Cellular General Partnership dated
    September 30, 1997                                                                                                                                                      |  | (7)[10.8]    
|        | 10 | .8          |  | Stockholder and Investor Rights Agreement dated
    January 31, 2000 among the Registrant and the Shareholders
    listed therein (without exhibits).                                                                                                                              |  | (8)[10.7.2.3]
|        | 10 | .8.1        |  | Amendment No. 1 to Stockholder and Investor
    rights Agreement among AT&T Wireless Services, Inc., the
    Registrant, and certain other parties                                                                                                                                 |  | (13)[10.4]   
|        | 10 | .9         |  | License Agreement dated October 8, 2001
    between Dobson Communications Corporations and H.O. Systems, Inc.                                                                                                                                                                      |  | (18)[10.9]   
|        | 10 | .10*        |  | Form of Dobson Communications Corporation
    Director Indemnification Agreement.                                                                                                                                                                                                  |  | (8)[10.9]    
|        | 10 | .11         |  | Agreement and Plan of Reorganization and
    Corporation Separation between Dobson Communications Corporation
    and Logix Communications Enterprises dated January 24, 2000                                                                                                      |  | (8)[10.10]   
|        | 10 | .12         |  | Agreement by and among Dobson Communications
    Corporation and Dobsons shareholders regarding the
    distribution of Logix Communications Enterprises, Inc. stock.                                                                                                             |  | (8)[10.11]   
|        | 10 | .13         |  | 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.                                                                                               |  | (11)[10.1]   
|        | 10 | .14         |  | Amended and Restated Supplemental Agreement among
    AT&T Wireless, Dobson Communications Corporation, Dobson CC
    Limited Partnership, and other signatories thereto, dated
    February 25, 2000.                                                                             |  | (11)[10.1.1] 
|        | 10 | .15         |  | Amended and Restated Management Agreement between
    Dobson Cellular Systems, Inc. and ACC Acquisition LLC dated as
    of February 25, 2000.                                                                                                                                     |  | (11)[10.2]   
|        | 10 | .16         |  | 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). |  | (11)[10.3]   

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|        |    |             |  |                                                                                                                                                                                                                                                                                     |  |            
|------- | -- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|Exhibit |    |             |  |                                                                                                                                                                                                                                                                                    
|Numbers |    | Description |  | Method of Filing                                                                                                                                                                                                                                                                   
|        |    |             |  |                                                                                                                                                                                                                                                                                    
|        | 10 | .17         |  | 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). |  | (11)[10.4] 
|        | 10 | .18.1       |  | Stock Purchase Agreement Between AT&T
    Wireless Services, Inc. and Dobson Communications Corporation
    dated as of November 6, 2000.                                                                                                                                           |  | (12)[10.14]
|        | 10 | .18.2       |  | Amendment No. 1 to Stock Purchase Agreement
    between the Registrant and AT&T Wireless Services, Inc.
    dated February 8, 2001                                                                                                                                                  |  | (13)[10.1] 
|        | 10 | .19         |  | Exchange Agreement between the Registrant and
    AT&T Wireless Services, Inc. dated February 8, 2001                                                                                                                                                                               |  | (13)[10.2] 
|        | 10 | .20         |  | PCS Transfer Rights Agreement between the
    Registrant and AT&T Wireless Services, Inc. dated
    February 8, 2001                                                                                                                                                                |  | (13)[10.3] 
|        | 10 | .21         |  | 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                                                                                           |  | (16)[10.22]
|        | 10 | .22         |  | 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                                                                                             |  | (17)[10.1] 
|        | 10 | .23        |  | 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.                                                                               |  | (18)[10.23]



---



| |   |                                                             
| | - | ------------------------------------------------------------
| | * | 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
    Annual Report on Form 10-K for the year ended
    December 31, 1998 as the exhibit number indicated in
    brackets and incorporated by reference herein.                      
|
| | (7) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on October 15, 1997
    and amended on November 6, 1997, as the exhibit number
    indicated in brackets and incorporated by reference herein.
|
| | (8) | 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.                     
|
| | (9) | 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.                                    



|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | 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.    
|    
|(11) | 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.                     
|    
|(12) | 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.

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##### Table of Contents





|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(13) | 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.                     
|    
|(14) | 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.        
|    
|(15) | 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.       
|    
|(16) | 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.
|    
|(17) | Filed as an exhibit to the Registrants
    current report on Form 8-K on December 20, 2001 as the
    exhibit number indicated inbrackets and incorporated by
    reference herein.                         
|    
|(18) | 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.        

(b) Reports on Form 8-K

The Registrant filed a Current Report on form 8-K
on March 29, 2002, which reported the Registrants
principal stockholder, Dobson CC Limited Partnership, or DCCLP,
entered into an Amended, Restated and Consolidated Credit
Agreement with Bank of America, N.A. on August 27, 2001
(the loan agreement) To secure its obligations under
the loan agreement, which aggregates approximately
$270 million principal amount, DCCLP pledged, among other
assets, approximately 53.6 million shares of the
Registrants Class A and Class B Common Stock, under
Item 1. Change of Control of Registrant.

31



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.



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

|                   |  |                                                                                                 
|------------------ |  | ------------------------------------------------------------------------------------------------
|                  
|Date: May 14, 2002 |  | /s/ EVERETT R. DOBSON                                                                           
|                   |  | Everett R. DobsonChairman of the Board and
    Chief Executive Officer                          
|                  
|Date: May 14, 2002 |  | /s/ BRUCE R. KNOOIHUIZEN                                                                        
|                   |  | Bruce R. KnooihuizenVice President and Chief Financial Officer
    (principal financial officer)

32