<PAGE>
                                      
                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-Q


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

     For the quarterly period ended June 30, 1998

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

     For the transition period from ________ to __________

                           Commission File No. 333-23769


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


                 OKLAHOMA                                      73-1513309  
      -------------------------------                      -------------------
      (State or other jurisdiction of                       (I.R.S. Employer
       incorporation or organization)                      Identification No.)
   
   
13439 North Broadway Extension              
Suite 200                                   
Oklahoma City, Oklahoma                                           73114
----------------------------------------                   -------------------
(Address of principal executive offices)                       (Zip Code)
                                            
                                            
                                    (405) 391-8500
                  --------------------------------------------------
                 (Registrant's telephone number, including area code)
                                            
                                            
     Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

                         YES   X        NO 
                              ---          ---

     At August 7, 1998, there were 473,152 shares of the registrant's $1.00 
par value Class A Common Stock outstanding.

<PAGE>

                       DOBSON COMMUNICATIONS CORPORATION
                                       
                              Index to Form 10-Q


                        PART I.  FINANCIAL INFORMATION
<TABLE>
                                                                                    Page
                                                                                    ----
<S>       <C>                                                                       <C>
Item 1.   Condensed Consolidated Financial Statements (Unaudited):

          Condensed Consolidated Balance Sheets as of June 30, 1998 and
          December 31, 1997. . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

          Condensed Consolidated Statements of Operations for the Three and 
          Six Months Ended June 30, 1998 and 19975 . . . . . . . . . . . . . . . .   5

          Condensed Consolidated Statements of Cash Flows for the Six Months 
          Ended June 30, 1998 and 1997 . . . . . . . . . . . . . . . . . . . . . .   7

          Notes to Condensed Consolidated Financial Statements . . . . . . . . . .   8

Item 2.   Management's Discussion and Analysis of Financial Condition 
          and Results of Operations. . . . . . . . . . . . . . . . . . . . . . . .  15

Item 3.   Quantitative and Qualitative Disclosure about Market Risk. . . . . . . .  30

                                       
                          PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . .  30

Item 2.   Changes in Securities. . . . . . . . . . . . . . . . . . . . . . . . . .  30

Item 3.   Defaults Upon Senior Securities. . . . . . . . . . . . . . . . . . . . .  30

Item 4.   Submission of Matters to a Vote of Security Holders. . . . . . . . . . .  30

Item 5.   Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . .  30

Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . .  30
</TABLE>
                                      2
<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements


                                       
              DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                       
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                       
                                 (Unaudited)

<TABLE>

 ASSETS                                                  June 30,           December 31,
                                                           1998                 1997
                                                     --------------        -------------
<S>                                                  <C>                   <C>
 CURRENT ASSETS:
   Cash and cash equivalents                         $   91,059,587        $  3,006,668
   Restricted cash and investments                       59,634,456          17,561,231
   Accounts receivable, net                              40,111,979          15,795,919
   Receivables - affiliates                                 629,252             633,146
   Other current assets                                   5,920,786           4,793,398
                                                     --------------        -------------
         Total current assets                           197,356,060          41,790,362
                                                     --------------        -------------
 PROPERTY, PLANT AND EQUIPMENT, net                     113,174,975          88,350,278
                                                     --------------        -------------
 OTHER ASSETS:
   Receivables - affiliates                               7,310,592           6,381,389
   Restricted investments                                79,533,000           9,216,202
   Cellular license acquisition costs, net              446,954,668         206,694,474
   Goodwill, net                                        124,433,521               -
   Deferred costs, net                                   28,682,214          11,012,755
   Other intangibles, net                                13,562,183           9,328,031
   Investments in unconsolidated subsidiaries 
    and other                                             7,760,385          10,440,769
                                                     --------------        -------------
         Total other assets                             708,236,563         253,073,620
                                                     --------------        -------------
              Total assets                           $1,018,767,598        $383,214,260
                                                     --------------        -------------
                                                     --------------        -------------
</TABLE>

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

                                      3
<PAGE>

              DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                       
               CONDENSED CONSOLIDATED BALANCE SHEETS, continued
                                       
                                 (Unaudited)
<TABLE>
LIABILITIES AND STOCKHOLDERS' DEFICIT                         June 30,         December 31,
                                                                1998               1997
                                                          --------------       -------------
<S>                                                       <C>                  <C>
CURRENT LIABILITIES:                                      
     Accounts payable                                     $   33,724,100       $ 12,839,605
     Accrued expenses                                          8,317,073          7,845,401
     Accrued dividends payable                                 6,845,931          1,595,238
     Current portion of long-term debt                         1,255,604          1,140,824
     Deferred revenue and customer deposits                    2,773,998          2,046,956
                                                          --------------       -------------
          Total current liabilities                           52,916,706         25,468,024

LONG-TERM DEBT, net of current portion                       738,804,796        363,068,594
DEFERRED CREDITS                                              75,440,969          2,872,817
MINORITY INTERESTS                                            22,615,886         16,954,165
SENIOR EXCHANGEABLE PREFERRED STOCK                          179,942,000              -  
CLASS B CONVERTIBLE PREFERRED STOCK                           10,000,000         10,000,000
CLASS C PREFERRED STOCK                                        1,623,329          1,623,329
STOCKHOLDERS' DEFICIT:                                    
     Class A Preferred Stock                                     100,000            100,000
     Class A Common Stock, $1 par value 1,000,000         
      shares authorized and 473,152 shares issued and     
      outstanding                                                473,152            473,152
     Paid-in capital                                           5,508,285          5,508,285
     Retained deficit                                        (56,644,525)       (30,841,106)
                                                          --------------       -------------
                                                             (50,563,088)       (24,759,669)
     Less-                                                
     Class A Preferred Stock owned by Dobson Telephone          (100,000)          (100,000)
     Class A Common Stock held in treasury, at cost          (11,913,000)       (11,913,000)
                                                          --------------       -------------
          Total stockholders' deficit                        (62,576,088)       (36,772,669)
                                                          --------------       -------------
          Total liabilities and stockholders' deficit     $1,018,767,598       $383,214,260
                                                          --------------       -------------
                                                          --------------       -------------
</TABLE>

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

                                          4
<PAGE>

                 DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (Unaudited)
                                          
<TABLE>
                                                          Three months ended            Six months ended 
                                                               June 30,                     June 30,
                                                      --------------------------    --------------------------
                                                          1998           1997           1998           1997
                                                      -----------    -----------    -----------    -----------
<S>                                                   <C>            <C>            <C>            <C>
OPERATING REVENUES:
   Wireless revenue                                   $33,092,856    $16,687,644    $55,767,159    $26,484,206
   Wireline revenue                                     8,710,491      4,768,104     13,564,759      9,153,571
   Other                                                   31,779        311,408         40,806        472,709
                                                      -----------    -----------    -----------    -----------
      Total operating revenues                         41,835,126     21,767,156     69,372,724     36,110,486
                                                      -----------    -----------    -----------    -----------
OPERATING EXPENSES:
   Wireless cost of service                             9,122,795      4,570,414     15,128,828      7,173,871
   Wireline cost of service                             3,933,053        556,232      5,424,138      1,125,542
   Marketing and selling                                7,269,118      2,535,969     12,927,707      4,113,225
   General and administrative                           8,290,488      5,061,871     14,625,211      9,059,651
   Depreciation and amortization                       11,658,585      5,996,988     19,672,899      9,593,000
                                                      -----------    -----------    -----------    -----------
      Total operating expenses                         40,274,039     18,721,474     67,778,783     31,065,289
                                                      -----------    -----------    -----------    -----------
OPERATING INCOME:                                       1,561,087      3,045,682      1,593,941      5,045,197
OTHER INCOME (EXPENSE):
   Interest income                                      1,047,789        824,570      2,981,233      1,073,321
   Interest expense                                    (8,840,144)    (7,746,260)   (17,928,579)   (11,648,185)
   Other                                                  145,137         14,003        220,950         35,993
                                                      -----------    -----------    -----------    -----------
      Total other expense, net                         (7,647,218)    (6,907,687)   (14,726,396)   (10,538,871)

LOSS BEFORE MINORITY INTERESTS IN INCOME OF 
  SUBSIDIARIES, INCOME TAXES, EXTRAORDINARY 
  ITEMS AND CUMULATIVE EFFECT OF CHANGE IN 
  ACCOUNTING PRINCIPLE                                 (6,086,131)    (3,862,005)   (13,132,455)    (5,493,674)
MINORITY INTERESTS IN INCOME OF SUBSIDIARIES             (749,190)      (558,579)    (1,381,234)      (801,317)
                                                      -----------    -----------    -----------    -----------
LOSS BEFORE INCOME TAXES, EXTRAORDINARY ITEMS 
  AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
  PRINCIPLE                                            (6,835,321)    (4,420,584)   (14,513,689)    (6,294,991)
INCOME TAX BENEFIT                                      2,597,422        176,691      2,585,422        251,667
                                                      -----------    -----------    -----------    -----------
LOSS BEFORE EXTRAORDINARY ITEMS AND CUMULATIVE 
   EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE            (4,237,899)    (4,243,893)   (11,928,267)    (6,043,324)
EXTRAORDINARY EXPENSE, net of income tax benefit 
  of $671,000 in 1998, and $93,887 in 1997                  -              -         (2,643,439)    (2,403,711)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE,
  net of income tax benefit of $450,000 in 1998             -              -           (712,629)           -  
                                                      -----------    -----------    -----------    -----------
NET LOSS                                               (4,237,899)    (4,243,893)   (15,284,335)    (8,447,035)
DIVIDENDS ON PREFERRED STOCK                           (6,082,507)      (276,203)   (10,519,084)      (475,259)
                                                      -----------    -----------    -----------    -----------

                                      5
<PAGE>

NET LOSS APPLICABLE TO
  COMMON STOCKHOLDERS                                    $(10,320,406)   $(4,520,096)   $(25,803,419)   $(8,922,294)
                                                         -------------   ------------   -------------   ------------
                                                         -------------   ------------   -------------   ------------
BASIC NET LOSS APPLICABLE TO  COMMON STOCKHOLDERS 
  PER COMMON SHARE
    Before extraordinary expense and cumulative
     effect of change in acounting principle                 $(21.81)   $     (9.55)   $      (47.44)   $    (13.78)
    Extraordinary expense                                        -              -              (5.59)         (5.08)
    Cumulative effect of change in accounting principle          -              -              (1.51)           -  
                                                         -------------   ------------   -------------   ------------
BASIC NET LOSS APPLICABLE TO COMMON STOCKHOLDERS 
  PER COMMON SHARE                                       $     (21.81)   $     (9.55)   $     (54.54)   $    (18.86)
                                                         -------------   ------------   -------------   ------------
                                                         -------------   ------------   -------------   ------------
BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING              473,152        473,152         473,152        473,152
                                                         -------------   ------------   -------------   ------------
                                                         -------------   ------------   -------------   ------------
</TABLE>
                                      
The accompanying notes are an integral part of these condensed consolidated 
financial statements.



                                      6
<PAGE>

               DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                       
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (Unaudited)

<TABLE>
                                                                Six months ended June 30,
                                                             ------------------------------
                                                                 1998             1997
                                                             ------------     -------------
<S>                                                            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                $(15,284,335)   $  (8,447,035)
     Adjustments to reconcile net loss to net cash 
      provided by operating activities-  
        Depreciation and amortization                          19,672,899        9,593,000
        Amortization of bond premium and financing cost         1,035,568            -  
        Deferred income taxes and investment tax
         credits, net                                          (4,688,393)           9,132
        (Gain) Loss on disposition of assets                       (7,387)          19,632
        Extraordinary loss on financing cost                    3,314,439        2,497,598
        Cumulative effect of change in accounting
         principle                                              1,162,629            -  
        Minority interests in income of subsidiaries            1,381,234          785,438
     Changes in current assets and liabilities-  
        Accounts receivable                                    (8,339,170)      (2,424,581)
        Other current assets                                       12,714       (2,671,412)
        Accounts payable                                        5,732,275         (202,867)
        Accrued expenses                                       (6,419,743)       6,920,361
        Deferred revenue and customer deposits                    727,042          702,838
                                                             ------------     -------------
           Net cash provided (used) by operating activities    (1,700,228)       6,782,104
                                                             ------------     -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                     (20,067,598)      (5,005,574)
     Acquisitions                                            (308,901,887)    (155,803,444)
     Customer lists                                              (125,417)        (439,568)
     Decrease (increase) in receivables - affiliate              (925,309)         164,182
     Acquisition escrow deposit                                   973,245        6,350,000
     Investments in unconsolidated subsidiaries and
      other                                                    (1,480,313)        (847,225)
     Proceeds on sale of assets                                     6,700            -   
                                                             ------------     -------------
           Net cash used in investing activities             (330,520,579)     (155,581,629)
                                                             ------------     -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from long-term debt                             198,000,000       205,250,000
     Repayments of long-term debt                            (172,149,018)         (531,843)
     Cash dividends                                                 -            (8,108,878)
     Issuance of preferred stock                              179,942,000            -  
     Issuance of senior notes                                 350,000,000            -
     Purchase of restricted investments                      (120,976,000)      (38,639,235)
     Maturities of restricted investments                       9,400,000            -
     Interest on restricted investments                          (814,023)        1,184,593
     Deferred financing costs                                 (23,129,233)       (9,614,733)
                                                             ------------     -------------
          Net cash provided by financing activities           420,273,726      149,539,904
                                                             ------------     -------------
     NET INCREASE IN CASH AND CASH EQUIVALENTS                 88,052,919          740,379

     CASH AND CASH EQUIVALENTS, beginning of period             3,006,668        1,609,221
                                                             ------------     -------------
     CASH AND CASH EQUIVALENTS, end of period                $ 91,059,587     $   2,349,600
                                                             ------------     -------------
                                                             ------------     -------------
</TABLE>

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

                                      7
<PAGE>

                 DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   June 30, 1998
                                    (Unaudited)


The condensed consolidated balance sheets of Dobson Communications 
Corporation ("DCC") and subsidiaries (collectively with DCC, "the Company") 
as of June 30, 1998 and December 31, 1997, the condensed consolidated 
statements of operations for the three and six months ended June 30, 1998 and 
1997 and the condensed consolidated statements of cash flows for the six 
months ended June 30, 1998 and 1997 are unaudited.  In the opinion of 
management, such financial statements include all adjustments, consisting 
only of normal recurring adjustments necessary for a fair presentation of 
financial position, results of operations, and cash flows for the periods 
presented.  

The condensed balance sheet data at December 31, 1997 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, 
1997 consolidated financial statements included in the Company's Annual 
Report on Form 10-K for the fiscal year ended December 31, 1997. 

1. ORGANIZATION

The Company, through its predecessors, was organized in 1936 as Dobson 
Telephone Company and adopted its current organizational structure in 1998.  
The Company operates in two business segments:  wireless and wireline.

1997 REORGANIZATION

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

1998 REORGANIZATION

In conjunction with the January, 1998 issuance of 175,000 shares of 12.25% 
Senior Exchangeable Preferred Stock mandatorily redeemable in 2008 (see Note 
4), the Company formed three new subsidiaries:  Dobson Cellular Operating 
Company ("DCOC"), DOC Cellular Subsidiary Company ("DOC Cellular Subsidiary") 
and Dobson Wireline Company ("DWC") (collectively, the "1998 
Reorganization"). DCOC was created as the holding company for subsidiaries 

                                       8

<PAGE>


formed to effect certain cellular acquisitions.  DCOC has been designated an 
unrestricted subsidiary under the Senior Note Indenture which covers the 
Senior Notes discussed in Note 3.  DOC Cellular Subsidiary was created as the 
holding company for the then existing cellular subsidiaries.  DWC was created 
as the holding company for the Company's incumbent local exchange carrier 
("ILEC"), fiber and integrated communications provider ("ICP") operations.  
DWC was designated an unrestricted subsidiary under the Senior Note Indenture 
and the Certificate of Designation establishing the Senior Exchangeable 
Preferred Stock.  

2. ACQUISITIONS 

RECENT ACQUISITIONS

On June 22, 1998, the Company purchased certain long distance customers and 
related rights for approximately $4.7 million from Zenex Long Distance, Inc.

On June 16, 1998, the Company acquired an 86.4% interest for $31 million in 
the Santa Cruz Cellular Telephone Partnership, which owns the cellular 
license and other assets for the Santa Cruz MSA.   The Santa Cruz MSA is 
located adjacent to the California RSA 4 purchased in April 1998.

On June 15, 1998, the Company purchased the common stock of American Telco, 
Inc. and American Telco Network Services, Inc. (collectively, "ATI") for 
$130.3 million.  ATI operates in five major Texas markets: Houston, Dallas, 
Fort Worth, San Antonio and Austin.  

On April 1, 1998, the Company acquired all of the capital stock of the 
corporations which owned the FCC cellular license and system for, and certain 
assets relating to, California RSA 4.  The total purchase price paid by the 
Company was approximately $90.9 million.  The property is located in central 
California adjacent to Fresno, Modesto and Yosemite National Park.

On January 26, 1998, the Company purchased the FCC cellular license for, and 
certain assets relating to, the Texas RSA 16 for $56.6 million.  The property 
is located in south-central Texas in an area bordered by Austin, Houston and 
San Antonio.  

On October 1, 1997, the Company purchased for $39.8 million a 75% interest in 
the Gila River Cellular General Partnership (the "Arizona 5 Partnership"), 
which owns the cellular license for Arizona RSA 5 as well as the associated 
tangible operating assets.  Certain affiliates of the Company indirectly 
owned a 20.6% interest in the Arizona 5 Partnership and received 
approximately $9.5 million in connection with the acquisition.  In addition, 
the Company loaned $6.1 million to the current partner which acquired a 25% 
interest in the Arizona 5 Partnership.  

On March 3, 1997, the Company purchased the FCC cellular license for, and 
certain assets relating to Maryland RSA 2 for $75.8 million.  The property is 
located to the east of the Washington/Baltimore metropolitan area.  This 
acquisition and the one completed on February 28, 1997 are referred to 
together as the "Maryland/Pennsylvania Acquisition".

On February 28, 1997, the Company purchased the FCC cellular licenses for, 
and 


                                       9


<PAGE>

certain assets relating to two MSAs and two RSAs located in Maryland and 
Pennsylvania for $77.6 million.  The properties are located immediately 
outside the Washington/Baltimore metropolitan area.  

The acquisition transactions were accounted for as purchases and, 
accordingly, their results of operations have been included in the 
accompanying consolidated statements of operations from the respective dates 
of acquisition.  The unaudited pro forma information set forth below includes 
the 1998 acquisitions and 1997 acquisitions accounted for as if the purchases 
occurred at the beginning of the respective periods presented.  The unaudited 
pro forma information is presented for informational purposes only and is not 
necessarily indicative of the results of operations that actually would have 
been achieved had the acquisitions been consummated at that time:

<TABLE>

                                      Three Months                  Six Months  
                                     Ended June 30,               Ended June 30,
                                     --------------               --------------
                                  1998           1997           1998           1997
                                  ----           ----           ----           ----
<S>                           <C>             <C>           <C>            <C>
Operating revenue             $ 57,744,000    $47,916,000   $109,827,000   $ 91,917,295
Loss before
  extraordinary expense
  and cumulative effect
  of change in accounting
  principle                     (6,476,000)    (6,886,000)   (15,757,000)   (17,817,000)
Net loss                        (6,476,000)    (6,886,000)   (19,184,000)   (20,221,000)
Net loss applicable to
  common stockholders          (12,559,000)    (7,162,000)   (29,703,084)   (20,696,000)
Net loss applicable to
  common stockholders
      per common share             $(26.54)       $(15.14)       $(62.78)       $(43.74)
</TABLE>

SUBSEQUENT AND PENDING ACQUISITIONS

On July 29, 1998 the Company purchased the FCC cellular license and certain 
assets of the California 7 RSA for $21 million. California 7 is located in 
the Imperial Valley extending from south of San Diego to the Arizona state 
line.

As of July 28, 1998, the Company entered into a definitive agreement to 
acquire Sygnet Wireless, Inc. ("Sygnet") through a merger valued at 
approximately $647.5 million. Sygnet owns and operates cellular systems in 
Ohio, Pennsylvania and New York covering an estimated population base of 2.4 
million people.  The Sygnet acquisition is expected to close in the fourth 
quarter of 1998.

                                       10


<PAGE>

3. LONG-TERM DEBT

The Company's long-term debt consists of the following:
<TABLE>
                                        June 30,         December 31,
                                          1998               1997    
                                      ------------       ------------
<S>                                   <C>                <C>
Revolving credit facilities           $198,000,000       $171,513,855
DWC Senior notes                       350,000,000                -  
DCC Senior notes                       160,000,000        160,000,000
Mortgage notes payable                  28,004,196         28,639,359
Other notes payable                      4,056,204          4,056,204
                                      ------------       ------------
Total debt                             740,060,400        364,209,418

Less- Current maturities                 1,255,604          1,140,824
                                      ------------       ------------
          Total long-term debt        $738,804,796       $363,068,594
                                      ------------       ------------
                                      ------------       ------------
</TABLE>

REVOLVING CREDIT FACILITIES

On March 25, 1998, the Company's subsidiary DCOC established a $200 million 
senior secured credit facility (the "Operations Credit Facility"). DCOC's 
obligations under the Operations Credit Facility are secured by all current 
and future assets of DCOC.  As of June 30, 1998, $122 million was outstanding 
under the Operations Credit Facility. The Company's subsidiary DOC also 
established a $250 million senior secured credit facility (the "DOC Bank 
Facility") to replace the existing revolving credit facility established on 
February 28, 1997 and discussed below.  The DOC Bank Facility continues to be 
secured by all of DOC's stock and the stock or partnership interests of its 
restricted subsidiaries and all assets of DOC and its restricted 
subsidiaries.  As of June 30, 1998, $76 million was outstanding under the DOC
Bank Facility. The Operations Credit Facility and the DOC Bank Facility 
require the Company to maintain certain financial ratios.  The failure to 
maintain such ratios would constitute an event of default, notwithstanding 
the Company's ability to meet its debt service obligations. Interest on 
borrowings under the new credit agreements accrue at variable rates (weighted 
average rate of 7.25% at June 30, 1998). Initial proceeds were used primarily 
to refinance existing indebtedness and finance the 1998 acquisitions 
described above.  The Company expects to use the remaining availability to 
finance capital expenditures, consummate future acquisitions and fund general 
corporate operations.  The facilities will terminate in 2006.

In connection with the closing of the DOC Bank Facility, the Company 
extinguished its then existing credit facility and recognized a pretax loss 
of approximately $3.3 million as a result of writing off previously 
capitalized financing costs associated with the revolving credit facility.  
Such amount is included in the Company's condensed consolidated statement of 
operations, net of tax, for the six months ended June 30, 1998 as an 
extraordinary expense.

                                       11

<PAGE>

In April 1997, the Company entered into an interest rate hedge agreement to 
hedge the Company's interest expense on $160 million of its indebtedness, 
under the revolving credit facilities. The agreement provides for a rate cap 
of 8% plus a factor, based on the Company's leverage ratio (cap at June 30, 
1998 was 8.625%), terminating on the earlier of April 24, 2000 or the date an 
option to enter into an interest rate swap transaction is exercised by the 
counterparty.  Under the swap agreement, the interest rate would be fixed at 
6.13% plus the factor used to determine the rate cap or a floating LIBOR 
rate, terminating on April 24, 2002.  The Company accounts for this as a 
hedge.

On February 28, 1997, the Company's bank credit agreement was amended and 
restated to provide the Company with a $200 million revolving credit 
agreement facility maturing in 2005.  Interest on borrowings under the new 
credit agreement accrued at a variable rate.  Initial proceeds were used to 
refinance existing indebtedness, finance the February and June 1997 
acquisitions described above and for general corporate purposes, including 
$7.5 million to pay a dividend to holders of its Class A Common Stock. In 
connection with the closing of the revolving credit facility, the Company 
extinguished its then existing credit facility, and recognized a pretax loss 
of approximately $2.5 million as a result of writing off previously 
capitalized financing costs associated with the old revolving credit 
facility.  This loss has been reflected as an extraordinary item, net of tax, 
in the Company's condensed consolidated statement of operations for the six 
months ended June 30, 1998.

SENIOR NOTES

On June 12, 1998, a subsidiary of the Company, DWC, issued $350 million of 
12.25% Senior Notes maturing in 2008 ("DWC Senior Notes").  A portion of the 
net proceeds were used to finance the acquisitions of ATI and Zenex and to 
purchase securities pledged to secure payment of the first six semi-annual 
interest payments on the notes which will begin on December 15, 1998.  The 
pledged securities are reflected as restricted cash and investments in the 
Company's condensed consolidated balance sheet. In addition, proceeds from 
the notes will be used to finance capital expenditures and provide working 
capital for other general corporate purposes.  The DWC Senior Notes are 
redeemable at the option of DWC in whole or in part, on or after June 15, 
2003, initially at 106.125%. Prior to June 15, 2001, DWC may redeem up to 35% 
of the principal amount of the DWC Senior Notes at 112.250% with proceeds 
from sales of stock, provided that after any such redemption at least $227.5 
million remains outstanding.

On February 28, 1997, the Company issued $160 million of 11.75% Senior Notes 
maturing in 2007 ("DCC Senior Notes").  The net proceeds were used to finance 
the Maryland/Pennsylvania Acquisition described above and to purchase 
securities pledged to secure payment of the first four semi-annual interest 
payments on the notes, which began on October 15, 1997.  The pledged 
securities are reflected as restricted cash and investments in the Company's 
condensed consolidated balance sheet.  The DCC Senior Notes are redeemable at 
the option of the Company in whole or in part, on or after April 15, 2002, 
initially at 105.875%. Prior to April 15, 2000, the Company may redeem up to 
35% of the principal amount of the DCC Senior Notes at 111.750% with proceeds 
from sales of stock, provided that after any such redemption at least $104 
million remains outstanding.  

                                       12

<PAGE>

4. PREFERRED STOCK

In January 1998, the Company issued 175,000 shares of 12.25% Senior 
Exchangeable Preferred Stock mandatorily redeemable in 2008 for $1,000 per 
share.  Holders of the preferred stock are entitled to cumulative quarterly 
dividends from the date of issuance and a liquidation preference over the 
other classes of capital stock.  On and before January 15, 2003, the Company 
may pay dividends, at its option, in cash or in additional shares having an 
aggregate liquidation preference equal to the amount of such dividends. 
Additionally, the preferred stock is redeemable at the option of the Company 
on or after January 15, 2003.  Holders of the preferred stock have no voting 
rights.  

5. RESTRICTED CASH AND INVESTMENTS

Restricted cash and investments consist of interest pledge deposits for the 
DWC Senior Notes and DCC Senior Notes of approximately $121.0 million and 
$18.2 million, respectively. 

6. TAXES

The income tax benefit for the six months ended June 30, 1998 and 1997 differ 
from amounts computed at the statutory rate due primarily to net operating 
losses for which no benefit has been recognized.

7. EARNINGS PER COMMON SHARE

Basic loss per common share is computed by the weighted average number of 
shares of common stock outstanding during the year.  Diluted net loss per 
common share has been omitted because the impact of stock options and 
convertible preferred stock on the Company's net loss per common share is 
anti-dilutive.

8. RECENT PRONOUNCEMENTS

In July 1998, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards No. 133, Derivatives and Hedging ("SFAS 133"). 
SFAS 133 establishes uniform hedge accounting criteria for all derivatives 
requiring companies to formally document, designate and assess the 
effectiveness of transactions that receive hedge accounting.  Under SFAS 133, 
derivatives will be recorded in the balance sheet as either an asset or 
liability measured at its fair value, with changes in the fair value 
recognized in current earnings.  SFAS 133 will be effective for fiscal years 
beginning after June 15, 1999.  The Company has not yet evaluated the impact 
of adopting SFAS 133 and has not determined the timing or method of adoption 
of SFAS 133.

In April 1998, the Accounting Standards Executive Committee issued Statement 
of Position ("SOP") 98-5, "Reporting on the Costs of Start-Up Activities," 
effective for fiscal years beginning after December 15, 1998, with  earlier 
application encouraged.  The Company adopted SOP 98-5 as of January 1, 1998. 
SOP 98-5 requires costs of start-up activities and organization costs to be 
expensed as incurred.  The Company has recognized a pretax loss of 
approximately $1.2 million in the first quarter of 1998 as a result of 
adopting this SOP. This loss has been reflected as a cumulative effect of 

                                       13

<PAGE>

change in accounting principle, net of tax, in the accompanying condensed 
consolidated statement of operations.

9. REPORT OF BUSINESS SEGMENTS

The Company operates in two reportable segments:  Wireless Telecommunications 
and Wireline Telecommunications.  These segments are strategic business units 
that offer different products and services.  The segments are managed 
separately because each business requires different technology and marketing 
strategies. The Company evaluates and measures performance of each segment 
based on operating cash flow.  The Company accounts for intersegment sales 
and transfers as if the sales or transfers were to third parties, that is, at 
current market prices.  The Company allocates corporate overhead, income 
taxes, interest expense and amortization of deferred financing costs to each 
segment. A summary of the Company's operations by segment is as follows:

<TABLE>
<CAPTION>
                                                                 Three months ended                       Six months ended   
                                                                      June 30,                                June 30,       
                                                              1998                1997                1998               1997
                                                            --------            --------            --------           --------
<S>                                                        <C>                 <C>                <C>                  <C>
OPERATING INFORMATION:
  Operating revenue-  
    Wireless Telecommunications
      External.........................................    $33,092,856         $16,687,644       $ 55,767,159         $26,484,206
    Wireline Telecommunications
      External.........................................      8,710,491           4,742,136         13,564,759           9,118,576
      Intersegment.....................................        634,804             329,935          1,104,804             797,576
    Other (1)
      External.........................................         31,779             337,376             40,806             507,704
      Intersegment...........                                  303,991           1,104,036            653,095           2,026,971
    Intersegment revenue...............................       (938,795)         (1,433,971)        (1,757,899)         (2,824,500)
                                                           -----------         -----------       ------------         ----------- 
      Total operating revenue..........................     41,835,126          21,767,156         69,372,724          36,110,486

    Income (loss) before income taxes, extraordinary 
      items and cumulative effect of change in 
      accounting principle-  
    Wireless Telecommunications........................    $(8,521,107)        $(4,998,363)      $(15,324,280)        $(7,195,595)
    Wireline Telecommunications........................     (1,992,893)            747,539         (3,663,025)          1,278,480
    Other..............................................      3,678,679            (169,760          4,473,616            (377,876)
                                                           -----------         -----------       ------------         ----------- 
    Total income (loss) before income taxes, 
      extraordinary items and cumulative effect of 
      change in accounting principle...................     (6,835,321)         (4,420,584)       (14,513,689)         (6,294,991)

                                                            June 30,          December 31,
INVESTMENT INFORMATION:                                       1998                1997
  Segment assets-                                           --------          ------------
    Wireless Telecommunications........................ $  567,504,727        $299,223,415
    Wireline Telecommunications........................    408,411,895          56,905,807
    Other unallocated assets (2).......................    331,069,015         333,055,938
    Intersegment receivables...........................   (288,218,039)       (305,970,900)
                                                        --------------       -------------
      Total segment assets.............................  1,018,767,598         383,214,260
</TABLE>

                                       14

<PAGE>

--------------------
(1)  Revenue from segments below the quantitative thresholds are attributable to
     two entities of the Company.  Those entities include a small finance and 
     leasing company and a corporate holding company.

(2)  Other unallocated assets primarily consist of corporate receivables from
     subsidiaries, restricted cash and investments (see Note 4) and deferred
     financing cost.

10. COMMITMENTS

Effective December 6, 1995 (amended December 20, 1995 and June 24, 1997), the 
Company entered into an equipment supply agreements in which the Company 
agreed to purchase approximately $30 million of cell site and switching 
equipment between June 24, 1997 and June 23, 2001, to update the cellular 
systems for the newly acquired and existing MSA and RSAs. Of this commitment, 
approximately $13.5 million remained at June 30, 1998.

The Company entered into an additional equipment supply agreement with a 
second vendor on January 13, 1998.  The Company agreed to purchase 
approximately $81 million of cell site and switching equipment between 
January 13, 1998 and January 12, 2002 to updated the cellular systems for the 
newly acquired and existing MSAs and RSAs.  Of this commitment, $76.2 million 
remained at June 30, 1998.

On June 30, 1998, DWC, a subsidiary of the Company, entered into an equipment 
supply agreement in which DWC agreed to purchase $25.2 million of switching 
equipment between June 30, 1998 and June 30, 2000 for the recently launched 
ICP operations. Of this commitment, $25.2 million remained at June 30, 1998.

11. SUBSEQUENT EVENT

On July 20, 1998, in connection with the Sygnet acquisition, the Company 
received a commitment letter for a new $450 million credit facility ("Sygnet 
Credit Facility"). The Sygnet Credit Facility will be secured by the assets 
purchased in the Sygnet acquisition. Interest on borrowings under the 
Sygnet Credit Facility will accrue at a variable rate (estimated to be 8.16% 
on June 30, 1998). On July 20, 1998, also in connection with the Sygnet 
acquisition, the Company received commitment letters for bridge financing in 
the form of $160 million in Senior Notes ("Bridge Notes") and $120 million in 
Exchangeable Preferred Stock ("Bridge Preferred Stock"). The Bridge Notes 
will bear interest at 13.5%, increasing by 1% after six months from the 
issuance date and increasing by an additional .5% at the end of each 
subsequent three-month period. Interest will be payable quarterly in arrears 
and the Bridge Notes will mature one year from the date of issuance. The 
Bridge Preferred Stock will bear a dividend rate of 14%, increasing by 1% 
after six months from the issuance date and increasing by an additional .5% 
at the end of each subsequent three-month period until the Bridge Preferred 
Stock is redeemed. Dividends will be payable quarterly in cash or, prior to 
the twentieth dividend payment date in additional shares of Bridge Preferred 
Stock. Additionally, the Company has received a commitment letter for the 
purchase of $10 million of Series B Convertible Preferred Stock.

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

GENERAL

The Company provides diversified telecommunication products and services. The 
Company's wireless segment currently provides rural cellular telephone 
services in three primary regions including the Central Region, West Region 
and East Region.  The Central Region includes systems in Oklahoma, Texas, 
Kansas and Missouri.  The West Region includes systems in Arizona and 
California.  The East Region includes systems in Maryland and Pennsylvania.  
Upon consummation of the pending wireless acquisitions described below, the 
Company will form a new North Region including the Sygnet Wireless, Inc. 
("Sygnet") systems in Ohio, New York and Pennsylvania.  The Company's 
wireline segment owns interests in, and operates, regional fiberoptic 
transmission networks in Oklahoma, Texas and Colorado ("Fiber"), owns and 
operates local telephone exchanges in Oklahoma ("ILEC") and recently launched 
its integrated communications provider ("ICP") business in Oklahoma and 
Texas.  

RECENT EVENTS

On July 29, 1998 the Company purchased the FCC cellular license and certain 
assets of the California 7 RSA for $21 million. California 7 is located in 
the Imperial Valley extending from south of San Diego to the Arizona state 
line.  

As of July 28, 1998, the Company entered into a definitive agreement to 
acquire Sygnet through a merger valued at approximately $647.5 million. 

                                       15
<PAGE>

Sygnet owns and operates cellular systems in Ohio, Pennsylvania and New York 
covering an estimated population base of 2.4 million people.  The Sygnet 
acquisition is expected to close in the fourth quarter of 1998.

On June 22, 1998, the Company purchased certain long distance customers and 
related rights for approximately $4.7 million from Zenex Long Distance, Inc.

On June 16, 1998, the Company acquired an 86.4% interest for $31 million in 
the Santa Cruz Cellular Telephone Partnership, which owns the cellular 
license and other assets for the Santa Cruz MSA.   The Santa Cruz MSA is 
located adjacent to the California RSA 4 purchased in April 1998.

On June 15, 1998, the Company purchased the common stock of American Telco, 
Inc. and American Telco Network Services, Inc. (collectively, "ATI") for 
$130.3 million.  ATI operates in five major Texas markets: Houston, Dallas, 
Fort Worth, San Antonio and Austin.  

On June 12, 1998, a subsidiary of the Company, Dobson Wireline Company 
("DWC"), issued in a private offering, $350 million of 12.25% Senior Notes 
maturing in 2008 ("DWC Senior Notes").  DWC used a portion of the net 
proceeds ($338 million) to purchase ATI ($130.3 million) and Zenex ($4.7 
million) and to purchase securities ($122 million) which have been pledged to 
secure payment of the first six semi-annual interest payments on the notes, 
which begin on December 15, 1998.  Except for the first six interest 
payments, the DWC Senior Notes are unsecured obligations of DWC, redeemable 
in whole or in part, at any time on or after June 15, 2003 at 106.125%, 
declining ratably to 100% on or after June 15, 2006, plus accrued interest.  
In addition, at any time prior to June 15, 2001, DWC may redeem up to 35% of 
the DWC Senior Notes with the net proceeds of sales of capital stock of DWC 
at 112.250% of principal amount, plus accrued interest; provided that after 
any such redemption at least $227.5 million aggregate principal amount 
remains outstanding.

On April 1, 1998, the Company acquired all of the capital stock of the 
corporations which owned the Cellular 2000 Partnership.  The Cellular 2000 
Partnership owns the FCC cellular license and system for, and certain assets 
relating to, California RSA 4.  The total purchase price paid by the Company 
was approximately $90.9 million. California 4 is located in northern 
California between Fresno and Modesto.

On March 25, 1998, the Company established a $200 million senior secured 
credit facility and replaced its existing revolving credit facility with a 
$250 million senior secured credit facility.  A portion of the credit 
facilities were used to refinance existing indebtedness.  The remaining 
unused portion will be used primarily to consummate acquisitions, finance 
capital expenditures and fund general corporate operations.  Interest on the 
facilities will accrue at variable rates and will terminate in 2006.

On January 26, 1998, the Company purchased the FCC cellular licenses for, and 
certain assets relating to the Texas RSA 16 for $56.6 million, using proceeds 
from the Senior Exchangeable Preferred Stock offering. Texas RSA #16 is 
located in south central Texas between Houston, San Antonio and Austin. 

On January 22, 1998, the Company issued, in a private offering, 175,000 shares

                                       16

<PAGE>

of 12.25% Senior Exchangeable Preferred Stock.  The net proceeds to the 
Company were approximately $167.0 million.  Dividends on the Senior 
Exchangeable Preferred Stock are cumulative and payable quarterly, commencing 
April 15, 1998, in cash or, until January 15, 2003 at the option of the 
Company, in additional shares of Senior Exchangeable Preferred Stock.  The 
Senior Exchangeable Preferred Stock is exchangeable, in whole but not in 
part, at the option of the Company, into 12.25% Senior Subordinated Exchange 
Debentures due 2008.  The Company may redeem the Senior Exchangeable 
Preferred Stock or, if issued, the Exchange Debentures, in whole or in part, 
at any time on or after January 15, 2003.  In addition, at any time prior to 
January 15, 2001, the Company may redeem up to 35% of the Senior Exchangeable 
Preferred Stock or Exchange Debentures originally issued from the proceeds of 
sales of the Company's common stock.

On October 1, 1997, the Company purchased a 75% interest in the Gila River 
Cellular General Partnership (the "Arizona 5 Partnership"), which owns the 
cellular license for Arizona RSA 5 as well as the associated tangible 
operating assets, and Gila River Telecommunications Subsidiary, Inc. 
("GRTSI") purchased a 25% interest in the Arizona 5 Partnership.  As part of 
this transaction, the Company purchased the stock of Associated 
Telecommunications and Technologies, Inc. ("ATTI"), which owned 49% of one of 
the partners of the Arizona 5 Partnership (with a 41.95% interest).  Of the 
$14.2 million purchase price for ATTI, $9.5 million was paid to a director 
and the chief executive officer and the chairman of the board of the Company, 
who together owned two-thirds of the ATTI stock.  Upon completion of these 
transactions, the Company paid a net purchase price of $39.8 million for its 
75% interest in the Arizona 5 Partnership.  In addition, the Company loaned 
GRTSI a portion of the purchase price for the 25% interest in the Arizona 5 
Partnership it acquired. The Company also guaranteed, on a short-term basis, 
$10.9 million of indebtedness of GRTSI.

On February 28, 1997, the Company purchased the FCC cellular licenses for, 
and certain assets relating to, two MSAs and two RSAs located in Maryland and 
Pennsylvania for $77.6 million.  The properties are located immediately 
outside the Washington/Baltimore metropolitan area.  On March 3, 1997, the 
Company purchased the FCC cellular license for, and certain assets relating 
to, Maryland RSA 2 for $75.8 million.  The property is located to the east of 
the Washington/Baltimore metropolitan area. 

On February 28, 1997, the Company's bank credit agreement was amended and 
restated to provide the Company with a $200 million secured revolving credit 
facility maturing in 2005 ("the Bank Facility").  Interest on borrowings 
under the Bank Facility accrued at variable rates. Initial loan proceeds were 
used to refinance existing indebtedness, finance the acquisition of the 
Maryland and Pennsylvania systems and for general corporate purposes, 
including the payment of a $7.5 million dividend to holders of the Company's 
Class A Common Stock. The principal stockholder used $6.0 million of the 
dividend to repay a loan which had been guaranteed by the Company and 
approximately $.5 million to repay indebtedness owed to the Company with 
respect to certain legal fees.  As a result of the $7.5 million dividend, the 
holders of Class B Convertible Preferred Stock were issued 100,000 shares of 
Class C Preferred Stock, having a liquidation preference of approximately 
$1.6 million.  In connection with the closing of the Bank Facility, the 
Company extinguished its then existing credit facility.  The Company financed 
the Arizona 5 Partnership acquisition with 

                                       17

<PAGE>

borrowings under the Bank Facility.

On February 28, 1997, the Company issued pursuant to a private offering $160 
million of 11.75% Senior Notes maturing in 2007 and used the net proceeds 
($155.2 million) to finance the acquisitions of the Maryland and Pennsylvania 
systems ($116.9 million) and to purchase securities ($38.4 million) which 
have been pledged to secure payment of the first four semi-annual interest 
payments on the notes, which begin on October 15, 1997.  Except for the first 
four interest payments, the DCC Senior Notes are unsecured obligations of the 
Company, redeemable at the option of the Company, in whole or in part, on or 
after April 15, 2002 at 105.875% of the principal amount outstanding, 
declining ratably to 100% on or after April 15, 2004, plus accrued interest.  
In addition, at any time prior to April 15, 2000, the Company may redeem up 
to 35% of the aggregate principal amount with the net proceeds of sales of 
capital stock of the Company at 111.750% of principal amount, plus accrued 
interest; provided that after any such redemption at least $104 million 
aggregate principal amount remains outstanding.

RESULTS OF OPERATIONS

In the text below, financial statement numbers have been rounded, however, 
the percentage changes are based on the actual financial statements.

Three Months Ended June 30, 1998 Compared to Three Months Ended June 30, 1997

OPERATING REVENUE.  For the three months ended June 30, 1998, total operating 
revenue increased $20.0 million, or 92.2%, to $41.8 million from $21.8 
million for the comparable period in 1997.  Total wireless, wireline and 
other revenue represented 79.10%, 20.82%, and 0.08% of total operating 
revenue, respectively, during the three months ended June 30, 1998 and 76.7%, 
21.9%, and 1.4% of total operating revenue, respectively, the three months 
ended June 30, 1997.

<TABLE>

                                       For The Three  For The Three
                                       Months Ended   Months Ended 
                                       June 30, 1998  June 30, 1997
     <S>                               <C>            <C>
     Wireless revenue:
        Wireless service                $16,150,854    $ 9,988,569
        Wireless roaming                 16,332,217      6,481,240
        Wireless equipment                  609,785        217,835
                                        -----------    -----------
           Total:                        33,092,856     16,687,644

     Wireline revenue:
        ILEC                              3,975,199      3,839,727
        Fiber                               949,755        902,409
         ICP                              3,785,537         25,968
                                        -----------    -----------
            Total:                        8,710,491      4,768,104

     Other revenue:                          31,779        311,408
                                        -----------    -----------
                                        $41,835,126    $21,767,156
                                        -----------    -----------
                                        -----------    -----------
</TABLE>

WIRELESS.  The Company's operating revenue from its cellular operations 
(service, roaming, and equipment) increased $16.4 million or 98.3% to $33.1 

                                       18

<PAGE>

million in the second quarter of 1998, from $16.7 million in the second 
quarter of 1997.  

Wireless service revenue increased $6.2 million, or 61.7%, to $16.2 million 
in the second quarter of 1998 from $10.0 million in the second quarter 1997. 
Of the increase, $4.3 million was attributable to acquisitions. The remaining 
$1.9 million was primarily attributable to increased penetration and usage in 
the Central and East Regions. The Company's cellular subscriber base 
increased 83.9% to 151,249 at June 30, 1998, from 82,264 at June 30, 1997. 
Approximately 44,300 subscribers have been added since June 30, 1997 as a 
result of subscribers purchased in the following acquisitions: Arizona 5 
Partnership, Texas 16, California 4 and Santa Cruz. The Company's average 
monthly wireless service revenue per subscriber decreased 3.7% to $39.83 for 
the three months ended June 30, 1998 from $41.35 for the comparable period in 
1997 due to the addition of new lower rate subscribers in the East Region and 
competitive market pressures. 

Wireless roaming revenue increased $9.8 million, or 152.0%, to $16.3 million 
in the second quarter of 1998 from $6.5 million in the second quarter of 
1997.  Of the increase, $8.0 million was attributable to acquisitions. The 
remaining $1.8 million was primarily attributable to increased roaming 
minutes in the Central and East Region due to expanded coverage area in these 
markets. 

Wireless equipment sales of $.6 million in the second quarter of 1998 
represented an increase of $.4 million or 179.9% from $.2 million in the 
second quarter of 1997, as the Company sold more equipment during the second 
quarter of 1997. 

WIRELINE. Total wireline operations revenue increased $3.9 million, or 82.7%, 
to $8.7 million for the three months ended June 30, 1998 compared to $4.8 
million for the same period in 1997.  

ILEC revenue increased $.2 million or 3.5% to $4.0 million for the three 
months ended June 30, 1998 compared to $3.8 million for the three months 
ended June 30, 1997.  This increase was primarily due to an increase in toll 
charges and an increase in the number of access lines served. 

The Company's revenue from its fiber operations increased $48 thousand, or 
5.2%, to $950 thousand in the second quarter of 1998 from $902 thousand in 
the second quarter of 1997 primarily due to additional revenue from existing 
customers. 

ICP revenues of $3.8 million in the second quarter of 1998 consisted 
primarily of charges for local and long-distance service and equipment sales. 

COST OF SERVICE AND EQUIPMENT SALES.  For the three month period ended June 
30, 1998, the total cost of service and equipment sales increased $8.0 
million, or 154.7%, to $13.1 million from $5.1 million for the comparable 
period in 1997. 


                                       19

<PAGE>

<TABLE>

                                           For The Three  For The Three 
                                           Months Ended   Months Ended  
                                           June 30, 1998  June 30, 1997 
     <S>                                   <C>            <C>           
   Wireline cost of service:
     Wireless service                       $ 7,654,967     $3,570,751
     Wireless equipment                       1,467,828        999,663
                                            -----------     ----------
        Total:                                9,122,795      4,570,414

   Wireline cost of service:
     ILEC                                       365,966        478,222
     Fiber                                       68,696         78,010
     ICP                                      3,498,391           -   
                                            -----------     ----------
        Total:                                3,933,053        556,232
                                            -----------     ----------

        Total:                              $13,055,848     $5,126,646
                                            -----------     ----------
                                            -----------     ----------
</TABLE>

WIRELESS. Cost of wireless service increased $4.1 million, or 114.4% to $7.7 
million during the three months ended June 30, 1998 from $3.6 million for the 
three months ended June 30, 1997.  Of the increase, $2.6 million was 
attributable to acquisitions. The remaining $1.5 million was primarily 
attributable to increased subscribers and minutes of use in the Central and 
East Regions and expanded use of rerating agreements with wireless providers 
adjacent to the Company's markets.  As a percentage of cellular service and 
roaming revenue, cost of wireless service increased to 23.6% in the second 
quarter of 1998 from 21.7% in the second quarter of 1997.  This is primarily 
due to the expanded use of rerating agreements noted above. 

Cost of wireless equipment increased $.5 million or 46.8% to $1.5 million 
during the second quarter of 1998 from $1.0 in the second quarter of 1997, 
primarily from increases in the volume of equipment sold due to the growth in 
subscribers. 

WIRELINE.  Cost of ILEC telephone service decreased $.1 million or 23.5% to 
$.4 million during the second quarter of 1998 from $.5 million in the second 
quarter of 1997.  As a percentage of ILEC telephone service revenue, cost of 
wireline telephone service decreased to 9.2% in the second quarter of 1998 
from 12.5% in the second quarter of 1997.  This is primarily due to certain 
labor costs previously charged to operating and maintaining Company 
facilities being directed to projects relating to the implementation of new 
facilities.

Cost of fiber service remained fairly constant for the period, decreasing $9 
thousand or 11.9% to $69 thousand in the second quarter of 1998 from $78 
thousand in the second quarter of 1997.  

ICP operations commenced in the fourth quarter of 1997.  Cost of service for 
the second quarter of 1998 consisted primarily of wholesale charges from 
third party service providers and costs associated with the operations and 
maintenance of Company facilities.

MARKETING AND SELLING COSTS.  Marketing and selling costs increased $4.8 
million, or 186.6%, to $7.3 million in the second quarter of 1998 from $2.5 
million in the comparable period of 1997. As a percentage of total operating 
revenue, marketing and selling costs increased to 17.4% in the second quarter 
of 1998 from 11.7% in the second quarter of 1997.  The increase was primarily 
due to the higher level of cellular subscribers added period to 

                                       20

<PAGE>

period. Gross cellular subscribers added in the second quarter of 1998 was 
15,496.  The number of gross cellular subscribers added in the second quarter 
of 1997 was 8,440.  Additionally, the Company incurred $2.7 million of 
marketing costs in the second quarter of 1998 associated with its recently 
launched ICP operations. 
 
GENERAL AND ADMINISTRATIVE COSTS.  For the three month period ended June 30, 
1998, general and administrative costs increased $3.2 million, or 63.8%, to 
$8.3 million from $5.1 million for the same period in 1997. As a percentage 
of total operating revenue, general and administrative costs decreased to 
19.8% in the second quarter of 1998 from 23.3% in the second quarter of 1997. 
The dollar increase was primarily due to increased billing costs as a result 
of the growth in cellular subscribers, the recent acquisitions and increased 
salary costs resulting from additional personnel in the Company's cellular 
and ICP operations. The decrease as a percentage of total operating revenue 
is a result of the Company's strategy to integrate new cellular operations in 
its existing management structure.    
                                          
DEPRECIATION AND AMORTIZATION EXPENSE.  For the three month period ended June 
30, 1998, depreciation and amortization expense increased $5.7 million or 
94.4% to $11.7 million in the second quarter of 1998 from $6.0 million in the 
second quarter of 1997. Depreciation and amortization of $4.7 million was 
attributable to the acquisitions. 

OTHER EXPENSE.  For the three months ended June 30, 1998, total other expense 
(consisting of interest income, interest expense and other) increased $.7 
million, or 10.7% to $7.6 million from $6.9 million for the comparable period 
in 1997. Interest income of $1.0 million, was a result of interest earned on 
securities purchased with the proceeds from the Senior Exchangeable Preferred 
Stock and DWC Senior Notes. For the second quarter of 1998, interest 
expense increased $1.1 million to $8.8 million from $7.7 million in the 
comparable period of 1997. The increase was primarily a result of increased 
throughout 1998 to finance the Company's acquisitions. 

RESULTS OF OPERATIONS

Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997

OPERATING REVENUE.  For the six months ended June 30, 1998, total operating 
revenue increased $33.3 million, or 92.1%, to $69.4 million from $36.1 
million for the comparable period in 1997.  Total wireless, wireline and 
other revenue represented 80.39%, 19.55%, and 0.06% of total operating 
revenue, respectively, during the six months ended June 30, 1998 and 73.34%, 
25.35%, and 1.31% of total operating revenue, respectively, the six months 
ended June 30, 1997.

<TABLE>

                                      For The Three      For The Three 
                                      Months Ended       Months Ended  
                                      June 30, 1998      June 30, 1997 
     <S>                              <C>                <C>           
    Wireless revenue:
      Wireless service                  $28,633,336       $16,272,245
      Wireless roaming                   25,855,607         9,854,528
      Wireless equipment                  1,278,216           357,433
                                        -----------       -----------

                                       21

<PAGE>

         Total:                          55,767,159        26,484,206

    Wireline revenue:
      ILEC                                7,624,177         7,414,214
      Fiber                               1,807,770         1,704,362
      ICP                                 4,132,812            34,995
                                        -----------       -----------
          Total:                         13,564,759         9,153,571

      Other revenue:                         40,806           473,528
                                        -----------       -----------
                                        $69,372,724       $36,110,486
                                        -----------       -----------
                                        -----------       -----------
</TABLE>

WIRELESS.  The Company's operating revenue from its cellular operations
(service, roaming, and equipment) increased $29.3 million or 110.6% to $55.8
million in the first six months of 1998, from $26.5 million in the same period
of 1997.  

Wireless service revenue increased $12.3 million, or 76.0%, to $28.6 million 
in the first six months of 1998 from $16.3 million compared to the same 
period of 1997.  Of the increase, $9.7 million was attributable to 
acquisitions. The remaining $2.6 million was primarily attributable to 
increased penetration and usage in the Central and East Regions. The 
Company's cellular subscriber base increased 83.9% to 151,249 at June 30, 
1998, from 82,264 at June 30, 1997. Approximately 44,300 subscribers were 
added since June 30, 1997 as a result of the following acquisitions: Arizona 
5 Partnership, Texas 16, California 4 and Santa Cruz. The Company's average 
monthly wireless service revenue per subscriber decreased 6.1% to $39.38 for 
the six months ended June 30, 1998 from $41.93 for the comparable period in 
1997 due to the addition of new lower rate subscribers in the East Region and 
competitive market pressures. 

Wireless roaming revenue increased $16.0 million, or 162.4%, to $25.9 million 
in the first six months of 1998 from $9.9 million for the comparable period 
of 1997.  Of the increase, $14.0 million was attributable to acquisitions. 
The remaining $2.0 million was primarily attributable to increased roaming 
minutes in the Central and East Regions due to expanded coverage area in 
these markets. 

Wireless equipment sales of $1.3 million in the first six months of 1998 
represented an increase of $.9 million or 257.6% from $.4 million in the same 
period of 1997, as the Company sold more equipment during the first six 
months of 1997. 

WIRELINE. Total wireline operations revenue increased $4.4 million, or 48.2%, 
to $13.6 million for the six months ended June 30, 1998 compared to $9.2 
million for the same period in 1997.  

ILEC revenue increase $.2 million or 2.8% to $7.6 million for the six months 
ended June 30, 1998 compared to $7.4 million for the six months ended June 
31, 1997.  This increase was primarily due to an increase in toll charges and 
an increase in the number of access lines served. 

The Company's revenue from its fiber operations increased $.1 million, or 
6.1%, to $1.8 million in the first six months of 1998 from $1.7 million in 
the same period of 1997 primarily due to additional revenue from existing 
customers. 

                                       22

<PAGE>

ICP revenues of $4.1 million in the first six months of 1998 consisted 
primarily of charges for local and long-distance service and equipment sales. 

COST OF SERVICE AND EQUIPMENT SALES.  For the three month period ended June 
30, 1998, the total cost of service and equipment sales increased $12.3 
million, or 147.6%, to $20.6 million from $8.3 million for the comparable 
period in 1997. 
<TABLE>

                                      For The Three  For The Three 
                                      Months Ended   Months Ended  
                                      June 30, 1998  June 30, 1997 
     <S>                              <C>            <C>           
        Wireless cost of service:
           Wireless service             $12,485,547    $5,383,773
           Wireless equipment             2,643,281     1,790,098
                                        -----------    ----------
              Total:                     15,128,828     7,173,871

         Wireline cost of service:
           ILEC                             775,904       980,325
           Fiber                            279,109       145,217
           ICP                            4,369,125       -
                                        -----------    ----------
              Total:                      5,424,138     1,125,542
                                        -----------    ----------

              Total:                    $20,552,966    $8,299,413
                                        -----------    ----------
                                        -----------    ----------
</TABLE>

WIRELESS. Cost of wireless service increased $7.1 million, or 131.9% to $12.5 
million during the six months ended June 30, 1998 from $5.4 million for the 
six months ended June 30, 1997.  Of the increase, $5.4 million was 
attributable to the acquisitions. The remaining $1.7 million was primarily 
attributable to increased subscribers and minutes of use in the Central and 
East Region and expanded use of rerating agreements with wireless providers 
adjacent to our markets.  As a percentage of cellular service and roaming 
revenue, cost of wireless service increased to 22.9% in the first six months 
of 1998 from 20.6% in the comparable period of 1997.  This is primarily due 
to the expanded use of rerating agreements noted above.

Cost of wireless equipment increased $.8 million or 47.7% to $2.6 million 
during the first six months of 1998 from $1.8 in the first six months of 
1997, primarily from increases in the volume of equipment sold due to the 
growth in subscribers. 

WIRELINE.  Cost of ILEC telephone service decreased $.2 million or 20.9% to 
$.8 million during the first six months of 1998 from $1.0 million in the same 
period of 1997.  As a percentage of wireline telephone service revenue, cost 
of wireline telephone service decreased to 10.2% in the first six months of 
1998 from 13.2% in the same period of 1997.  This is primarily due to certain 
labor costs previously charged to operating and maintaining Company 
facilities being directed to projects relating to the implementation of new 
facilities.

Cost of fiber service remained fairly constant for the period, increasing 
$134 thousand or 92.2% to $279 thousand in the first six months of 1998 from 
$145 thousand in the same period of 1997.  The increase was the result of 
increased 

                                       23

<PAGE>

labor costs associated with operating and maintaining the Company's 
facilities and costs associated with networking, including service provided 
by certain third party carriers incurred as a result of increased revenues.

ICP operations commenced in the fourth quarter of 1997.  Cost of service for 
the first six months of 1998 consisted primarily of wholesale charges from 
third party service providers and costs associated with the operations and 
maintenance of Company facilities.

MARKETING AND SELLING COSTS.  Marketing and selling costs increased $8.8 
million, or 214.3%, to $12.9 million in the first six months of 1998 from 
$4.1 million in the comparable period of 1997. As a percentage of total 
operating revenue, marketing and selling costs increased to 18.6% in the 
first six months of 1998 from 11.4% in the same period of 1997.  The increase 
was primarily due to the higher level of cellular subscribers added period to 
period. Gross cellular subscribers added in the first six months of 1998 was 
approximately 26,686. The number of gross cellular subscribers added in the 
first six months of 1997 was 13,242.  Additionally, the Company incurred $4.3 
million of marketing costs in the first six months of 1998 associated with 
its recently launched ICP operations. 
 
GENERAL AND ADMINISTRATIVE COSTS.  For the six month period ended June 30, 
1998, general and administrative costs increased $5.5 million, or 61.4%, to 
$14.6 million from $9.1 million for the same period in 1997. As a percentage 
of total operating revenue, general and administrative costs decreased to 
21.1% in the first six months of 1998 from 25.1% in the comparable period of 
1997.  The dollar increase was primarily due to increased billing costs as a 
result of the growth in cellular subscribers, the recent acquisitions and 
increased salary costs resulting from additional personnel in the Company's 
cellular and ICP operations. The decrease as a percentage of total operating 
revenue is a result of the Company's strategy to integrate new operations in 
its existing management structure.    
                                          
DEPRECIATION AND AMORTIZATION EXPENSE.  For the six month period ended June 
30, 1998, depreciation and amortization expense increased $10.1 million or 
105.1% to $19.7 million in the first six months of 1998 from $9.6 million in 
the same period of 1997. Amortization of assets acquired in acquisitions 
accounted for $8.4 million of the increase in the first six months of 1998 
compared to the same period of 1997. 

OTHER EXPENSE.  For the six months ended June 30, 1998, total other expense 
(consisting of interest income, interest expense and other) increased $4.2 
million, or 39.7% to $14.7 million from $10.5 million for the comparable 
period in 1997. Interest income of $3.0 million, was a result of interest 
earned on securities purchased with the proceeds from the Senior Exchangeable 
Preferred Stock and DWC Senior Notes. For the first six months of 
1998, interest expense increased $6.3 million to $17.9 million from $11.6 
million in the comparable period of 1997. The increase was primarily a result 
of increased borrowings in the first six months of 1998 to finance the 
Company's acquisitions. 

IMPACT OF YEAR 2000 ISSUE

The Year 2000 issue is the result of computer programming being written using

                                       24

<PAGE>

two digits rather than four to define the applicable year. Any of the 
Company's systems, as well as those of key suppliers and customers, that have 
date sensitive logic may interpret a date using "00" as the year 1900 rather 
than 2000. This may result in inaccurate processing or possible system 
failure causing potential disruption of operations including among other 
things a temporary inability to process transactions, send invoices, supply 
services or engage in similar normal business activities. 

In April of 1998, the Company established a multi-disciplined team to perform 
a Year 2000 Impact Analysis for the corporation.  The team consists of 
representatives from each of the lines of business, as well as 
representatives from key corporate departments and is headed by a full time 
Year 2000 Compliance Manager.  The team created a Year 2000 assessment 
methodology which brought a structured approach to the assessment and 
management reporting process.  

To date, the Company has completed an inventory of its automated systems and 
services and an Impact Analysis that identified significant risk areas by 
line of business, identified specific compliance requirements, and identified 
costs and estimated completion dates for affected systems.  

The Company does not have large scale legacy applications used by many 
telecommunications providers.  From an information systems standpoint, the 
Company has historically relied on outsourcing relationships for most of its 
business and operational support applications.  Those applications that have 
not been outsourced to service providers have been deployed using packaged 
software from outside vendors.  Management has also focused on evaluating 
software systems of acquired companies. Management has determined that ATI's 
OSS is not Year 2000 Compliant; however, the Company believes its new OSS 
which will replace ATI's, will be Year 2000 Compliant and will be in place by 
2000.  As a result, the remediation approach is not focused on a large scale 
in-house effort, but on identifying those systems and services that are not 
currently Year 2000 compliant and either upgrading to a compliant version or 
replacing with an alternative compliant product or service.  The results of 
the Impact Analysis revealed that for most of the Company's information 
systems, services and telecommunications infrastructure, Year 2000 compliant 
releases will be included as a part of existing maintenance and/or service 
agreements at no additional cost to the Company and should be in place by the 
second quarter of 1999.  The total costs identified to upgrade or replace 
those systems that are not Year 2000 compliant and will not be upgraded 
through existing maintenance or service agreements are approximately $.6 
million.  

The Company will continue to analyze systems and services that utilize date 
embedded codes that may experience operational problems when the Year 2000 is 
reached.  The Company will continue communicating with third party vendors of 
systems software and equipment, suppliers of telecommunications capacity and 
equipment, customers and others with which it does business to coordinate 
Year 2000 compliance. To further mitigate risks, the Company will conduct its 
own Year 2000 tests on mission critical systems as their Year 2000 compliant 
versions are released by vendors. 

LIQUIDITY AND CAPITAL RESOURCES

The Company's Wireless Operations require substantial capital to acquire, 
construct and expand cellular telephone systems and to fund operating 
requirements. The Company historically has financed its Wireless Operations 

                                       25

<PAGE>

through bank debt and proceeds from the sale of debt and equity. While the 
Company's Wireline Operations have been financed through government loans and 
the proceeds from the sale of debt.                                   

At June 30, 1998, the Company had working capital of $144.4 million (a ratio 
of current assets to current liabilities of 3.7:1) and an unrestricted cash 
balance of $91.1 million, which compares to working capital of $16.3 million 
(a ratio of current assets to current liabilities of 1.6:1) and a cash 
balance of $3.0 million at December 31, 1997.  The substantial increase in 
working capital is a result of proceeds from the DWC Senior Note offering.  
Of the proceeds, approximately $80 million was on hand at June 30, 1998 to be 
used for capital expenditures and working capital requirements in the 
Company's ICP business.

The Company's net cash used by operating activities totaled $1.7 million for 
the six month period ended June 30, 1998 compared to cash provided by 
operating activities of $6.8 million for the six months ended June 30, 1997.  
The decrease of $8.5 million was primarily due to the Company's increased net 
loss offset by an increase in depreciation and amortization.  

Cash flow used in investing activities, which totaled $330.5 million and 
$155.6 million for the six months ended June 30, 1998 and 1997, respectively. 
The 1998 investing activities principally related to acquisitions, escrow 
deposits and capital expenditures.  In 1997, investing activities consisted 
primarily of cellular systems in the East Region, as well as capital 
expenditures. Acquisitions accounted for $308.9 million and $155.8 million 
and capital expenditures were $20.1 million and $5 million in the six 
months ended June 30, 1998 and 1997, respectively.

Net cash provided by financing activities was $420.3 million for the six 
months ended June 30, 1998 compared to $149.5 million for the six months 
ended June 30, 1997.  Financing activities for the six months ended June 30, 
1998 consisted primarily of $198 million of proceeds from long-term debt, 
offset by the repayment of $172.1 million financed through net proceeds 
obtained from the issuance of $175 million of Senior Exchangeable Preferred 
Stock, as well as proceeds from the $350 million DWC Senior Note offering.  
The Company also incurred approximately $23.1 million of deferred financing 
costs in connection with the DWC Senior Notes offering, Senior Exchangeable 
Preferred Stock issuance and the March 1998 credit facilities discussed 
below. 

In March 1998, the Company's subsidiary, Dobson Cellular Operations Company 
("DCOC"), established a $200 million senior secured credit facility (the 
"Operations Credit Facility"). DCOC's obligations under the Operations Credit 
Facility are secured by all current and future assets of DCOC, and are 
guaranteed by DCOC's subsidiaries.  The Company's subsidiary, Dobson 
Operating Company ("DOC"), established a $250 million senior secured credit 
facility (the "DOC Bank Facility") to replace the existing Bank Facility. The 
DOC Bank Facility continues to be secured by all of DOC's stock and the stock 
or partnership interests of its subsidiaries and all assets of DOC and its 
restricted subsidiaries. The Company and DOC's subsidiaries other than Dobson 
Wireline and the Arizona 5 Partnership have guaranteed DOC's obligations 
under the DOC Bank Facility.  The Operations Credit Facility and the DOC Bank 
Facility require the Company to maintain certain financial ratios. The 
failure to maintain such ratios would constitute an event of default, 
notwithstanding the Company's ability to meet its debt service obligations. 

                                       26

<PAGE>

The DOC Bank Facility and Operations Credit Facility each amortize quarterly 
beginning June 30, 2000 and terminate on June 30, 2006. The Company's 
government loans have scheduled maturities until 2028 and the Senior Notes 
mature in February 2007. Such indebtedness may need to be refinanced at their 
respective maturities. The Company's ability to do so will depend upon, among 
other things, its financial condition at the time, the restrictions on its 
indebtedness and other factors, including market conditions, beyond the 
control of the Company. 

In April 1997, the Company entered into an interest rate hedge agreement to 
hedge the Company's interest expense on $160 million of its indebtedness, 
under the revolving credit facilities. The agreement provides for a rate cap 
of 8% plus a factor, based on the Company's leverage ratio (cap at June 30, 
1998 was 8.625%), terminating on the earlier of April 24, 2000 or the date an 
option to enter into an interest rate swap transaction is exercised by the 
financial partner. Under the swap agreement, the interest rate would be fixed 
at 6.13% plus the same factor used to determine the rate cap or a floating 
LIBOR rate, terminating on April 24, 2002.  The Company accounts for this as 
a hedge.

The minority partners in the Company's partnerships that own certain of its 
cellular operations receive distributions equal to their share of the profit 
multiplied by estimated income tax rates. Under the Company's bank credit 
agreements, the Company's minority partners are not entitled to receive any 
cash distributions in excess of amounts required to meet income tax 
obligations until all indebtedness of their respective partnerships is paid 
or extinguished. 

The Company has paid dividends in amounts sufficient to fund the interest and 
principal payments owed by certain of its beneficial owners of its stock with 
respect to debt incurred in November 1994 to purchase common stock. The 
Company does not expect to pay dividends on its common stock in the 
foreseeable future.

The Company's capital expenditures (excluding cost of acquisitions) were $20.1 
million for the six month period ended June 30, 1998 and the Company expects 
its capital expenditures (excluding cost of acquisitions) to be approximately 
$86.1 million for 1998. Of the capital expenditures expected to be made in 
1998, $28 (including $2 million related to California 7) is expected to 
be made in the Company's wireless operations and $58.1 million is expected to 
be made in its wireline operations.  The Company has not budgeted any amounts 
to be expended in 1998 with respect to the systems which may be acquired in 
the future, pending acquisitions or the Company's PCS system.  The amount and 
timing of capital expenditures may vary depending on the rate at which the 
Company expands and develops its cellular systems, whether the Company 
consummates additional acquisitions, whether the Company expands its fiber 
optic network or ICP operations and the adoption of new regulations relating 
to support revenue.

In January 1998, the Company entered into an agreement with Lucent 
Technologies Inc. ("Lucent") to purchase, over a four-year period, 300 cell 
sites, two switches and certain related hardware and software. The agreement 
also requires the Company to pay an annual software maintenance fee and to 
make certain additional payments based on the number of subscribers added in 
the areas serviced by the cell sites. The aggregate net cost to the Company 
under this agreement is estimated to be $81 million, of which $8.2 million 
has been 

                                       27

<PAGE>

budgeted for 1998. 

In April 1997, the Company was granted PCS licenses in nine markets in 
Oklahoma, Kansas and Missouri. The aggregate bid for these licenses was $5.1 
million after an FCC authorized discount of 15% by reason of the Company's 
status as a "small business." The Company has financed $4.1 million of the 
purchase price with government loans secured by liens on the PCS licenses at 
an annual interest rate of 6.25%, amortizing quarterly over eight years 
beginning in 1999. The Company is required to build out systems covering 25% 
of the population covered by each of the PCS licenses by 2002. The Company 
currently anticipates that the cost to build out the minimum PCS system will 
be $10.0 million to $30.0 million. The actual amount of the expenditures will 
depend on the PCS technology selected by the Company, the extent of the 
Company's buildout, the costs at the time of buildout and the extent the 
Company must bear the expense of relocating incumbent microwave licensees, as 
mandated by FCC rules. The Company has not budgeted any amounts for capital 
expenditures in 1998 with respect to the buildout of a PCS system.

The Company has previously announced that the Sygnet acquisition will be 
financed with a combination of private equity and debt. On July 20, 1998, in 
connection with the Sygnet acquisition, the Company received a commitment 
letter for a new $450 million credit facility ("Sygnet Credit Facility"). The 
Sygnet Credit Facility will be secured by the assets purchased in the Sygnet 
acquisition. Interest on borrowings under the Sygnet Credit Facility will 
accrue at a variable rate (estimated to be 8.16% on June 30, 1998). On July 
20, 1998, also in connection with the Sygnet acquisition, the Company 
received commitment letters for bridge financing in the form of $160 million 
in Senior Notes ("Bridge Notes") and $120 million in Exchangeable Preferred 
Stock ("Bridge Preferred Stock"). The Bridge Notes will bear interest at 
13.5%, increasing by 1% after six months from the issuance date and 
increasing by an additional .5% at the end of each subsequent three-month 
period. Interest will be payable quarterly in arrears and the Bridge Notes 
will mature one year from the date of issuance. The Bridge Preferred Stock 
will bear a dividend rate of 14%, increasing by 1% after six months from the 
issuance date and increasing by an additional .5% at the end of each 
subsequent three-month period until the Bridge Preferred Stock is redeemed. 
Dividends will be payable quarterly in cash or, prior to the twentieth 
dividend payment date in additional shares of Bridge Preferred Stock. 
Additionally, the Company has received a commitment letter for the purchase 
of $10 million of Series B Convertible Preferred Stock.  Although the Company 
has commitments in place that will allow it to close the Sygnet acquisition, 
it is still evaluating financing options and has not yet determined the final 
capital structure related to this acquisition.

Although there can be no assurance, management believes the proceeds from the 
sale of the Senior Preferred Stock, DWC Senior Notes together with borrowings 
under the DOC Bank Facility, the Operations Credit Facility, cash on hand, 
and cash flow from operations will be sufficient to fund the Company's 
capital expenditures and its working capital and debt service requirements.  
The Company will require additional financing to fund the Sygnet acquisition, 
pursue other future acquisitions and to meet the required PCS buildout. 
Sources of additional capital may include public or private debt or equity 
financings, vendor financing and a potential $75 million future increase in 
commitment contemplated by the Operations Credit Facility. There can be no 
assurance that any additional financing will be available to the Company or, 
if available, that it can be obtained on terms acceptable to the Company and 
within the limitations contained in the Company's financing arrangements. The 
successful implementation of the Company's strategy, including the further 
development of its cellular systems and significant and sustained growth in 
the Company's cash flows, is necessary for the Company to meet its debt 
service and dividend requirements, including its obligations on the Senior 
Preferred Stock.

FORWARD-LOOKING STATEMENTS

The description of the Company's plans set forth above, including planned 
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.  The important factors 
that could cause actual capital expenditures, acquisitions activity, or the 
Company's performance to differ materially from the plans include, without 
limitation, the Company's ability to satisfy the financial covenants of its 
existing debt instruments and to raise additional capital; the Company's 
ability to manage its rapid growth successfully and to compete effectively in 
its cellular, fiber and resale businesses against competitors with greater 
financial, technical, marketing and other resources; changes in end-user 
requirements and preferences; the development of other technologies and 

                                       28

<PAGE>

products that may gain more commercial acceptance than those of the Company; 
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.  The Company undertakes no obligation to release publicly the result 
of any revisions to these forward looking statements which may be made to 
reflect events or circumstances after the date hereof including, without 
limitation, changes in the Company's business strategy or planned capital 
expenditures, as to reflect the occurrence of unanticipated events.  For 
further information regarding these and other risk factors, see "Risk 
factors" and "Business" in the Company's Prospectus dated May 14, 1997 filed 
with the Securities and Exchange Commission under Rule 424(b) of the 
Securities Act of 1933.


                                       29

<PAGE>

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

-    Not applicable

                             PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

-    Not applicable

ITEM 2.   CHANGES IN SECURITIES

-    Not applicable

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

-    Not applicable

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

-    Not applicable

ITEM 5.   OTHER INFORMATION

-    Not applicable

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          The following exhibits are filed as a part of this report:
<TABLE>
Exhibit Number     Description
--------------     -----------
<S>                <C>
     27.1          Financial Data Schedule
</TABLE>
     (b)  Reports on Form 8-K

          On April 9, 1998, the Company filed a Current Report on Form 8-K 
          reporting the acquisition of California RSA 4 under "Item 2. 
          Acquisition of Assets" and "Item 7. Financial Statements of 
          Businesses Acquired."  

          On June 30, 1998, the Company filed a Current Report on Form 8-K 
          reporting the acquisition of American Telco, Inc. and American Telco 
          Network Services, Inc. under "Item 2. Acquisition of Assets" and 
          "Item 7. Financial Statements of Businesses Acquired."


                                       30

<PAGE>

                                     SIGNATURES

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

Date:  August 14, 1998                 Dobson Communications Corporation
                                       (registrant)


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



Date:  August 14, 1998                 /s/ BRUCE R. KNOOIHUIZEN
                                       ----------------------------------------
                                       Bruce R. Knooihuizen
                                       Vice President and Chief Financial
                                       Officer (principal financial officer)


                                       31