##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




---

Form 10-Q

|  |  |                                                                                                 
|- |  | ------------------------------------------------------------------------------------------------
|þ |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934 
| 
|  |  | For the Quarterly Period Ended June 30,
    2004                                                
| 
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
| 
|  |  | For the transition period
    from           to                                                 

Commission file number. 000-29225



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Dobson Communications Corporation

(Exact name of registrant as specified in its
charter)


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

(405) 529-8500

(Registrants telephone number, including
area code)




---

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.     Yes þ          No o

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

As of August 3, 2004, there were
114,372,409 shares of registrants $.001 par
value Class A Common Stock outstanding and
19,418,021 shares of the registrants $.001 par
value Class B Common Stock outstanding.



---






---










DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES

INDEX TO FORM 10-Q

|                                                   |  |                                                                                           |  |                                                                                                                    |    |  |   | 
|-------------------------------------------------- |  | ----------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------ | -- |  | - | 
|Item                                               |  |                                                                                           |  |                                                                                                                   
|Number                                             |  |                                                                                           |  | Page                                                                                                              
|                                                   |  |                                                                                           |  |                                                                                                                   
|PART I. FINANCIAL
    INFORMATION                 
|1                                                  |  | Condensed Consolidated
    Financial Statements (Unaudited):                              |  |                                                                                                                    |    | 
|                                                   |  |                                                                                           |  | Condensed Consolidated
    Balance Sheets as of June 30, 2004 and December 31,
    2003.                           |    |  | 2 | 
|                                                   |  |                                                                                           |  | Condensed Consolidated
    Statements of Operations for the Three and Six Months Ended
    June 30, 2004 and 2003. |    |  | 3 | 
|                                                   |  |                                                                                           |  | Condensed Consolidated
    Statement of Stockholders Equity for the Six Months Ended
    June 30, 2004.           |    |  | 4 | 
|                                                   |  |                                                                                           |  | Condensed Consolidated
    Statements of Cash Flows for the Six Months Ended June 30,
    2004 and 2003            |    |  | 5 | 
|                                                   |  |                                                                                           |  | Notes to Condensed
    Consolidated Financial Statements                                                           |    |  | 6 | 
|2                                                  |  | Managements Discussion
    and Analysis of Financial Condition and Results of Operations |  |                                                                                                                    | 18 | 
|3                                                  |  | Quantitative and Qualitative
    Disclosures About Market Risk                            |  |                                                                                                                    | 33 | 
|4                                                  |  | Controls and Procedures                                                                   |  |                                                                                                                    | 33 | 
|PART II. OTHER
    INFORMATION                    
|1                                                  |  | Legal Proceedings                                                                         |  |                                                                                                                    | 34 | 
|2                                                  |  | Changes in Securities, Use
    of Proceeds and Issuer Purchases of Equity Securities      |  |                                                                                                                    | 34 | 
|3                                                  |  | Defaults Upon Senior
    Securities                                                       |  |                                                                                                                    | 34 | 
|4                                                  |  | Submission of Matters to a
    Vote of Security Holders                                   |  |                                                                                                                    | 34 | 
|5                                                  |  | Other Information                                                                         |  |                                                                                                                    | 35 | 
|6                                                  |  | Exhibits and Reports on
    Form 8-K                                                      |  |                                                                                                                    | 35 | 
|Certificate of Retirement of Preferred Stock      
|Certification by our Chairman and CEO             
|Certification by our CFO                          
|Section 1350 Certification by our Chairman and CEO
|Section 1350 Certification by our CFO             



1



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##### Table of Contents






PART I. FINANCIAL
INFORMATION






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

DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE
SHEETS

|                                            |                                                                                                                                                                              |                            |                                            |                |               |               |             |                |               |               | 
|------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | -------------- | ------------- | ------------- | ----------- | -------------- | ------------- | ------------- | 
|                                            |                                                                                                                                                                              | June 30,                   |                                            | December 31,  
|                                            |                                                                                                                                                                              | 2004                       |                                            | 2003          
|                                            |                                                                                                                                                                              |                            |                                            |               
|                                            |                                                                                                                                                                              | (Unaudited)                |                                            |               
|ASSETS                                     
|CURRENT ASSETS:                             |                                                                                                                                                                              |                            |                                            |                |               |               |             |               
|                                            | Cash and cash equivalents                                                                                                                                                    |                            | $                                          | 99,624,676     |               |               | $           | 208,239,339    |              
|                                            | Restricted cash and investments                                                                                                                                              |                            |                                            |               |               |               |             | 11,343,618     |              
|                                            | Accounts receivable                                                                                                                                                          |                            |                                            | 91,889,817     |               |               |             | 97,318,214     |              
|                                            | Inventory                                                                                                                                                                    |                            |                                            | 18,687,652     |               |               |             | 12,393,910     |              
|                                            | Prepaid expenses and other                                                                                                                                                   |                            |                                            | 15,007,029     |               |               |             | 7,618,961      |              
|                                            | Deferred income taxes                                                                                                                                                        |                            |                                            | 17,637,000     |               |               |             | 17,637,000     |              
|                                            |                                                                                                                                                                              |                            |                                            |                |               |               |             |               
|                                            |                                                                                                                                                                              | Total current assets       |                                            |                | 242,846,174   |               |             |                | 354,551,042   |              
|                                            |                                                                                                                                                                              |                            |                                            |                |               |               |             |               
|PROPERTY, PLANT AND EQUIPMENT, net (Note 6) |                                                                                                                                                                              |                            | 562,544,284                                |                |               |               | 536,634,360 |               
|                                            |                                                                                                                                                                              |                            |                                            |                |               |               |             |               
|OTHER ASSETS:                               |                                                                                                                                                                              |                            |                                            |                |               |               |             |               
|                                            | Restricted assets                                                                                                                                                            |                            |                                            | 4,451,346      |               |               |             | 4,171,009      |              
|                                            | Wireless license acquisition costs                                                                                                                                           |                            |                                            | 1,774,493,143  |               |               |             | 1,759,350,684  |              
|                                            | Goodwill                                                                                                                                                                     |                            |                                            | 608,533,403    |               |               |             | 603,450,987    |              
|                                            | Deferred financing costs, net                                                                                                                                                |                            |                                            | 48,593,400     |               |               |             | 51,368,901     |              
|                                            | Customer list, net                                                                                                                                                           |                            |                                            | 93,993,420     |               |               |             | 94,380,262     |              
|                                            | Other non-current assets                                                                                                                                                     |                            |                                            | 3,479,485      |               |               |             | 4,989,791      |              
|                                            | Assets of discontinued operations (Note 3)                                                                                                                                   |                            |                                            |               |               |               |             | 70,043,464     |              
|                                            |                                                                                                                                                                              |                            |                                            |                |               |               |             |               
|                                            |                                                                                                                                                                              | Total other assets         |                                            |                | 2,533,544,197 |               |             |                | 2,587,755,098 |              
|                                            |                                                                                                                                                                              |                            |                                            |                |               |               |             |               
|                                            |                                                                                                                                                                              |                            | Total assets                               |                | $             | 3,338,934,655 |             |                | $             | 3,478,940,500 | 
|                                            |                                                                                                                                                                              |                            |                                            |                |               |               |             |               
|LIABILITIES AND STOCKHOLDERS
    EQUITY   
|CURRENT LIABILITIES:                        |                                                                                                                                                                              |                            |                                            |                |               |               |             |               
|                                            | Accounts payable                                                                                                                                                             |                            | $                                          | 83,973,932     |               |               | $           | 104,440,157    |              
|                                            | Accrued expenses                                                                                                                                                             |                            |                                            | 33,377,717     |               |               |             | 32,554,598     |              
|                                            | Accrued interest payable                                                                                                                                                     |                            |                                            | 73,948,978     |               |               |             | 74,106,748     |              
|                                            | Deferred revenue and customer deposits                                                                                                                                       |                            |                                            | 26,452,426     |               |               |             | 26,947,446     |              
|                                            | Current portion of long-term debt                                                                                                                                            |                            |                                            | 5,500,000      |               |               |             | 5,500,000      |              
|                                            | Accrued dividends payable                                                                                                                                                    |                            |                                            | 8,300,316      |               |               |             | 8,604,061      |              
|                                            | Current portion of obligations under capital
    leases                                                                                                                      |                            |                                            | 530,823        |               |               |             | 782,000        |              
|                                            |                                                                                                                                                                              |                            |                                            |                |               |               |             |               
|                                            |                                                                                                                                                                              | Total current liabilities  |                                            |                | 232,084,192   |               |             |                | 252,935,010   |              
|                                            |                                                                                                                                                                              |                            |                                            |                |               |               |             |               
|OTHER LIABILITIES:                          |                                                                                                                                                                              |                            |                                            |                |               |               |             |               
|                                            | Long-term debt, net of current portion
    (Note 7)                                                                                                                          |                            |                                            | 2,374,740,721  |               |               |             | 2,409,684,567  |              
|                                            | Deferred tax liabilities                                                                                                                                                     |                            |                                            | 274,380,409    |               |               |             | 285,848,520    |              
|                                            | Senior exchangeable preferred stock, net
    (Note 8)                                                                                                                        |                            |                                            | 242,297,986    |               |               |             | 253,259,775    |              
|                                            | Minority interest                                                                                                                                                            |                            |                                            | 5,416,735      |               |               |             | 6,393,902      |              
|                                            | Other non-current liabilities                                                                                                                                                |                            |                                            | 5,956,770      |               |               |             | 6,915,203      |              
|                                            | Liabilities of discontinued operations
    (Note 3)                                                                                                                          |                            |                                            |               |               |               |             | 27,822,943     |              
|                                            | Commitments (Note 10)                                                                                                                                                        |                            |                                            |                |               |               |             |                |              
|SERIES F CONVERTIBLE PREFERRED STOCK        |                                                                                                                                                                              |                            | 122,535,599                                |                |               |               | 122,535,599 |               
|STOCKHOLDERS EQUITY:                       |                                                                                                                                                                              |                            |                                            |                |               |               |             |               
|                                            | Class A common stock, $.001 par value,
    175,000,000 shares authorized and 120,081,762 and
    119,997,356 issued at June 30, 2004 and December 31,
    2003, respectively |                            |                                            | 120,082        |               |               |             | 119,998        |              
|                                            | Convertible Class B common stock,
    $.001 par value, 70,000,000 shares authorized and
    19,418,021 shares issued at June 30, 2004 and
    December 31, 2003              |                            |                                            | 19,418         |               |               |             | 19,418         |              
|                                            | Convertible Class C common stock,
    $.001 par value, 4,226 shares authorized and zero
    shares issued at June 30, 2004 and December 31, 2003                             |                            |                                            |               |               |               |             |               |              
|                                            | Convertible Class D common stock,
    $.001 par value, 33,000 shares authorized and zero
    shares issued at June 30, 2004 and December 31, 2003                            |                            |                                            |               |               |               |             |               |              
|                                            | Paid-in capital                                                                                                                                                              |                            |                                            | 1,205,562,528  |               |               |             | 1,205,138,956  |              
|                                            | Accumulated deficit                                                                                                                                                          |                            |                                            | (1,090,234,563 | )             |               |             | (1,057,788,169 | )            
|                                            | Less 5,709,353 common shares held in treasury, at
    cost at June 30, 2004 and December 31, 2003                                                                            |                            |                                            | (33,945,222    | )             |               |             | (33,945,222    | )            
|                                            |                                                                                                                                                                              |                            |                                            |                |               |               |             |               
|                                            |                                                                                                                                                                              | Total stockholders equity |                                            |                | 81,522,243    |               |             |                | 113,544,981   |              
|                                            |                                                                                                                                                                              |                            |                                            |                |               |               |             |               
|                                            |                                                                                                                                                                              |                            | Total liabilities and stockholders equity |                | $             | 3,338,934,655 |             |                | $             | 3,478,940,500 | 
|                                            |                                                                                                                                                                              |                            |                                            |                |               |               |             |               

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

2



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |             |             | 
|----------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------ | ----------- | ---------------- | ----------- | ---- | ----------- | ----------- | ----------- | - | ----------- | ------------ | ----------- | - | ----------- | ----------- | ----------- | 
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                 
|                                                                                          |                                                                                                                                                                                                                                              | Three Months Ended       |             | Six Months Ended
|                                                                                          |                                                                                                                                                                                                                                              | June 30,                 |             | June 30,        
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                 
|                                                                                          |                                                                                                                                                                                                                                              | 2004                     |             | 2003             |             | 2004 |             | 2003       
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |            
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                 
|                                                                                          |                                                                                                                                                                                                                                              | (Unaudited)              |             | (Unaudited)     
|OPERATING REVENUE:                                                                        |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|                                                                                          | Service revenue                                                                                                                                                                                                                              |                          | $           | 189,288,270      |             |      | $           | 89,021,663  |             |   | $           | 370,987,633  |             |   | $           | 171,807,762 |            
|                                                                                          | Roaming revenue                                                                                                                                                                                                                              |                          |             | 50,606,353       |             |      |             | 48,427,144  |             |   |             | 92,681,694   |             |   |             | 89,346,794  |            
|                                                                                          | Equipment and other revenue                                                                                                                                                                                                                  |                          |             | 12,468,472       |             |      |             | 6,028,230   |             |   |             | 22,485,087   |             |   |             | 11,214,941  |            
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|                                                                                          |                                                                                                                                                                                                                                              | Total operating revenue  |             |                  | 252,363,095 |      |             |             | 143,477,037 |   |             |              | 486,154,414 |   |             |             | 272,369,497 | 
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|OPERATING EXPENSES:                                                                       |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|                                                                                          | Cost of service (exclusive of depreciation and
    amortization shown separately below)                                                                                                                                                      |                          |             | 61,972,116       |             |      |             | 33,468,184  |             |   |             | 116,157,881  |             |   |             | 64,015,084  |            
|                                                                                          | Cost of equipment                                                                                                                                                                                                                            |                          |             | 27,870,027       |             |      |             | 9,440,072   |             |   |             | 51,404,604   |             |   |             | 17,935,939  |            
|                                                                                          | Marketing and selling                                                                                                                                                                                                                        |                          |             | 33,786,256       |             |      |             | 14,050,643  |             |   |             | 62,948,057   |             |   |             | 27,193,167  |            
|                                                                                          | General and administrative                                                                                                                                                                                                                   |                          |             | 43,055,820       |             |      |             | 15,985,087  |             |   |             | 86,831,891   |             |   |             | 32,591,890  |            
|                                                                                          | Depreciation and amortization                                                                                                                                                                                                                |                          |             | 46,634,823       |             |      |             | 21,322,521  |             |   |             | 92,082,719   |             |   |             | 41,262,665  |            
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|                                                                                          |                                                                                                                                                                                                                                              | Total operating expenses |             |                  | 213,319,042 |      |             |             | 94,266,507  |   |             |              | 409,425,152 |   |             |             | 182,998,745 | 
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|OPERATING INCOME                                                                          |                                                                                                                                                                                                                                              |                          | 39,044,053  |                  |             |      | 49,210,530  |             |             |   | 76,729,262  |              |             |   | 89,370,752  |            
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|OTHER (EXPENSE) INCOME:                                                                   |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|                                                                                          | Interest expense                                                                                                                                                                                                                             |                          |             | (52,782,507      | )           |      |             | (23,450,422 | )           |   |             | (107,020,542 | )           |   |             | (47,322,255 | )          
|                                                                                          | Gain from extinguishment of debt (Note 7)                                                                                                                                                                                                    |                          |             |                 |             |      |             |            |             |   |             | 5,738,861    |             |   |             |            |            
|                                                                                          | Gain on redemption and repurchases of mandatorily
    redeemable preferred stock                                                                                                                                                             |                          |             | 5,068,518        |             |      |             |            |             |   |             | 5,068,518    |             |   |             |            |            
|                                                                                          | Dividends on mandatorily redeemable preferred
    stock (Note 8)                                                                                                                                                                             |                          |             | (8,289,370       | )           |      |             |            |             |   |             | (16,907,380  | )           |   |             |            |            
|                                                                                          | Other income, net                                                                                                                                                                                                                            |                          |             | 441,135          |             |      |             | 2,652,646   |             |   |             | 1,718,560    |             |   |             | 4,612,142   |            
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|(LOSS) INCOME BEFORE MINORITY INTERESTS IN
    INCOME OF SUBSIDIARIES AND INCOME TAXES    |                                                                                                                                                                                                                                              |                          | (16,518,171 | )                |             |      | 28,412,754  |             |             |   | (34,672,721 | )            |             |   | 46,660,639  |            
|MINORITY INTERESTS IN INCOME OF SUBSIDIARIES                                              |                                                                                                                                                                                                                                              |                          | (1,058,395  | )                |             |      | (1,785,369  | )           |             |   | (2,002,402  | )            |             |   | (3,404,820  | )          
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|(LOSS) INCOME BEFORE INCOME TAXES                                                         |                                                                                                                                                                                                                                              |                          | (17,576,566 | )                |             |      | 26,627,385  |             |             |   | (36,675,123 | )            |             |   | 43,255,819  |            
|                                                                                          | Income tax benefit (expense)                                                                                                                                                                                                                 |                          |             | 3,529,136        |             |      |             | (10,112,754 | )           |   |             | 7,502,950    |             |   |             | (16,431,559 | )          
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|(LOSS) INCOME FROM CONTINUING OPERATIONS                                                  |                                                                                                                                                                                                                                              |                          | (14,047,430 | )                |             |      | 16,514,631  |             |             |   | (29,172,173 | )            |             |   | 26,824,260  |            
|DISCONTINUED OPERATIONS:
    (Note 3)                                                     |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|                                                                                          | Income from discontinued operations, net of
    income tax expense of $271,327 for the six months ended
    June 30, 2004, $3,461,135 for the three months ended
    June 30, 2003 and $6,364,165 for the six months ended
    June 30, 2003 |                          |             |                 |             |      |             | 5,647,112   |             |   |             | 442,692      |             |   |             | 10,383,636  |            
|                                                                                          | Gain from sale of discontinued operations, net of
    income tax expense of $16,863,987                                                                                                                                                      |                          |             |                 |             |      |             | 27,514,926  |             |   |             |             |             |   |             | 27,514,926  |            
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|NET (LOSS) INCOME                                                                         |                                                                                                                                                                                                                                              |                          | (14,047,430 | )                |             |      | 49,676,669  |             |             |   | (28,729,481 | )            |             |   | 64,722,822  |            
|                                                                                          | Dividends on preferred stock                                                                                                                                                                                                                 |                          |             | (1,858,456       | )           |      |             | (20,013,220 | )           |   |             | (3,716,913   | )           |   |             | (40,542,872 | )          
|                                                                                          | Gain on redemption and repurchases of preferred
    stock                                                                                                                                                                                    |                          |             |                 |             |      |             | 194,695,584 |             |   |             |             |             |   |             | 218,310,109 |            
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|NET (LOSS) INCOME APPLICABLE TO COMMON
    STOCKHOLDERS                                   |                                                                                                                                                                                                                                              | $                        | (15,905,886 | )                |             | $    | 224,359,033 |             |             | $ | (32,446,394 | )            |             | $ | 242,490,059 |            
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|BASIC NET (LOSS) INCOME APPLICABLE TO COMMON
    STOCKHOLDERS PER COMMON SHARE (Note 9)   |                                                                                                                                                                                                                                              | $                        | (0.12       | )                |             | $    | 2.49        |             |             | $ | (0.24       | )            |             | $ | 2.69        |            
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                          |                                                                                                                                                                                                                                              |                          | 133,772,746 |                  |             |      | 90,253,787  |             |             |   | 133,749,934 |              |             |   | 90,183,193  |            
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|DILUTED NET (LOSS) INCOME APPLICABLE TO
    COMMON STOCKHOLDERS PER COMMON SHARE (Note 9) |                                                                                                                                                                                                                                              | $                        | (0.12       | )                |             | $    | 2.42        |             |             | $ | (0.24       | )            |             | $ | 2.63        |            
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            
|DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                        |                                                                                                                                                                                                                                              |                          | 133,772,746 |                  |             |      | 92,897,382  |             |             |   | 133,749,934 |              |             |   | 92,375,806  |            
|                                                                                          |                                                                                                                                                                                                                                              |                          |             |                  |             |      |             |             |             |   |             |              |             |   |             |            

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

3



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENT OF
STOCKHOLDERS EQUITY


For the Six Months Ended June 30,
2004


|                          |  |                      |             |              |  |        |         |             |  |                 |            |               |  |         |        |        |  |   |               |  |  |   |                |   |  |   |             |   |  |   |             |  
|------------------------- |  | -------------------- | ----------- | ------------ |  | ------ | ------- | ----------- |  | --------------- | ---------- | ------------- |  | ------- | ------ | ------ |  | - | ------------- |  |  | - | -------------- | - |  | - | ----------- | - |  | - | ----------- | -
|                          |  |                     
|                          |  | Stockholders Equity
|                          |  |                     
|                          |  |                      |             |              |  |       
|                          |  | Class A              |             | Class B      |  |       
|                          |  | Common Stock         |             | Common Stock |  |        |         | Treasury    |  | Total          
|                          |  |                      |             |              |  |        |         | Accumulated |  | Stock           |            | Stockholders
|                          |  | Shares               |             | Amount       |  | Shares |         | Amount      |  | Paid-in Capital |            | Deficit       |  | at Cost |        | Equity
|                          |  |                      |             |              |  |        |         |             |  |                 |            |               |  |         |        |       
|                          |  |                     
|                          |  | (Unaudited)         
|DECEMBER 31, 2003         |  |                      | 119,997,356 |              |  | $      | 119,998 |             |  |                 | 19,418,021 |               |  | $       | 19,418 |        |  | $ | 1,205,138,956 |  |  | $ | (1,057,788,169 | ) |  | $ | (33,945,222 | ) |  | $ | 113,544,981 |  
|Net loss                  |  |                      |            |              |  |        |        |             |  |                 |           |               |  |         |       |        |  |   |              |  |  |   | (28,729,481    | ) |  |   |            |   |  |   | (28,729,481 | )
|Preferred stock dividends |  |                      |            |              |  |        |        |             |  |                 |           |               |  |         |       |        |  |   |              |  |  |   | (3,716,913     | ) |  |   |            |   |  |   | (3,716,913  | )
|Issuance of common stock  |  |                      | 84,406      |              |  |        | 84      |             |  |                 |           |               |  |         |       |        |  |   | 423,572       |  |  |   |               |   |  |   |            |   |  |   | 423,656     |  
|                          |  |                      |             |              |  |        |         |             |  |                 |            |               |  |         |        |        |  |   |               |  |  |   |                |   |  |   |             |   |  |   |             |  
|June 30, 2004             |  |                      | 120,081,762 |              |  | $      | 120,082 |             |  |                 | 19,418,021 |               |  | $       | 19,418 |        |  | $ | 1,205,562,528 |  |  | $ | (1,090,234,563 | ) |  | $ | (33,945,222 | ) |  | $ | 81,522,243  |  
|                          |  |                      |             |              |  |        |         |             |  |                 |            |               |  |         |        |        |  |   |               |  |  |   |                |   |  |   |             |   |  |   |             |  

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

4



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                                                                                                  |                                                                                                       |                                           |              |             |             |   |             |             |             |  
|--------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------- | ----------------------------------------- | ------------ | ----------- | ----------- | - | ----------- | ----------- | ----------- | -
|                                                                                                                                  |                                                                                                       |                                          
|                                                                                                                                  |                                                                                                       | Six Months Ended June 30,                
|                                                                                                                                  |                                                                                                       |                                          
|                                                                                                                                  |                                                                                                       | 2004                                      |              | 2003       
|                                                                                                                                  |                                                                                                       |                                           |              |            
|                                                                                                                                  |                                                                                                       |                                          
|                                                                                                                                  |                                                                                                       | (Unaudited)                              
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                             |                                                                                                       |                                           |              |             |             |   |             |            
|                                                                                                                                  | Net (loss) income from continuing operations                                                          |                                           | $            | (29,172,173 | )           |   | $           | 26,824,260  |            
|Adjustments to reconcile net (loss) income to net
    cash provided by operating activities, net of effects of
    acquisitions  |                                                                                                       |                                           |              |             |             |   |             |            
|                                                                                                                                  | Depreciation and amortization                                                                         |                                           |              | 92,082,719  |             |   |             | 41,262,665  |            
|                                                                                                                                  | Amortization of bond premium and financing costs                                                      |                                           |              | 3,988,259   |             |   |             | 4,646,418   |            
|                                                                                                                                  | Deferred income taxes, net                                                                            |                                           |              | (8,368,111  | )           |   |             | 8,912,959   |            
|                                                                                                                                  | Noncash mandatorily redeemable preferred stock
    dividends                                          |                                           |              | 6,597,889   |             |   |             |            |            
|                                                                                                                                  | Gain on redemption and repurchase of mandatorily
    redeemable preferred stock                       |                                           |              | (5,068,518  | )           |   |             |            |            
|                                                                                                                                  | Loss on disposition of assets, net                                                                    |                                           |              | 20,010      |             |   |             | 218,702     |            
|                                                                                                                                  | Non-cash portion of extinguishment of debt                                                            |                                           |              | 1,100,189   |             |   |             |            |            
|                                                                                                                                  | Cash (used in) provided by operating activities
    of discontinued operations                        |                                           |              | (815,597    | )           |   |             | 31,238,869  |            
|                                                                                                                                  | Minority interests in income of subsidiaries                                                          |                                           |              | 2,002,402   |             |   |             | 3,404,820   |            
|                                                                                                                                  | Other operating activities                                                                            |                                           |              | 193,500     |             |   |             |            |            
|Changes in current assets and
    liabilities                                                                                    |                                                                                                       |                                           |              |             |             |   |             |            
|                                                                                                                                  | Accounts receivable                                                                                   |                                           |              | 5,678,302   |             |   |             | (4,120,815  | )          
|                                                                                                                                  | Inventory                                                                                             |                                           |              | (6,188,742  | )           |   |             | (7,698,973  | )          
|                                                                                                                                  | Prepaid expenses and other                                                                            |                                           |              | (7,012,071  | )           |   |             | (3,669,599  | )          
|                                                                                                                                  | Accounts payable                                                                                      |                                           |              | (20,466,225 | )           |   |             | 7,890,973   |            
|                                                                                                                                  | Accrued expenses                                                                                      |                                           |              | (2,158,537  | )           |   |             | (4,540,080  | )          
|                                                                                                                                  | Deferred revenue and customer deposits                                                                |                                           |              | (495,020    | )           |   |             | 341,036     |            
|                                                                                                                                  |                                                                                                       |                                           |              |             |             |   |             |            
|                                                                                                                                  |                                                                                                       | Net cash provided by operating activities |              |             | 31,918,276  |   |             |             | 104,711,235 |  
|                                                                                                                                  |                                                                                                       |                                           |              |             |             |   |             |            
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                             |                                                                                                       |                                           |              |             |             |   |             |            
|                                                                                                                                  | Capital expenditures                                                                                  |                                           |              | (88,882,962 | )           |   |             | (48,537,060 | )          
|                                                                                                                                  | Increase in receivable-affiliates                                                                     |                                           |              |            |             |   |             | (3,786,050  | )          
|                                                                                                                                  | Purchase of wireless licenses and properties                                                          |                                           |              | (29,416,260 | )           |   |             |            |            
|                                                                                                                                  | Receipt of funds held in escrow for contingencies
    on sold assets                                  |                                           |              | 11,354,020  |             |   |             | 7,094,075   |            
|                                                                                                                                  | Cash used in investing activities of discontinued
    operations                                      |                                           |              | (140,234    | )           |   |             | (2,045,557  | )          
|                                                                                                                                  | Cash received from exchange of assets                                                                 |                                           |              | 21,978,720  |             |   |             |            |            
|                                                                                                                                  | Other investing activities                                                                            |                                           |              | 1,009,602   |             |   |             | (6,858,933  | )          
|                                                                                                                                  |                                                                                                       |                                           |              |             |             |   |             |            
|                                                                                                                                  |                                                                                                       | Net cash used in investing activities     |              |             | (84,097,114 | ) |             |             | (54,133,525 | )
|                                                                                                                                  |                                                                                                       |                                           |              |             |             |   |             |            
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                             |                                                                                                       |                                           |              |             |             |   |             |            
|                                                                                                                                  | Proceeds from long-term debt                                                                          |                                           |              | 28,000,000  |             |   |             |            |            
|                                                                                                                                  | Repayments and purchases of long-term debt                                                            |                                           |              | (63,495,000 | )           |   |             | (35,182,596 | )          
|                                                                                                                                  | Preferred stock dividends paid                                                                        |                                           |              | (3,676,068  | )           |   |             | (10,844,251 | )          
|                                                                                                                                  | Distributions to minority interest holders                                                            |                                           |              | (2,895,900  | )           |   |             | (3,866,457  | )          
|                                                                                                                                  | Redemption and repurchase of exchangeable
    preferred stock                                         |                                           |              | (12,835,750 | )           |   |             | (36,592,475 | )          
|                                                                                                                                  | Other financing activities                                                                            |                                           |              | (1,533,107  | )           |   |             | (711,433    | )          
|                                                                                                                                  |                                                                                                       |                                           |              |             |             |   |             |            
|                                                                                                                                  |                                                                                                       | Net cash used in financing activities     |              |             | (56,435,825 | ) |             |             | (87,197,212 | )
|                                                                                                                                  |                                                                                                       |                                           |              |             |             |   |             |            
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                                                                         |                                                                                                       |                                           | (108,614,663 | )           |             |   | (36,619,502 | )          
|CASH AND CASH EQUIVALENTS, beginning of period                                                                                    |                                                                                                       |                                           | 208,239,339  |             |             |   | 292,053,204 |            
|                                                                                                                                  |                                                                                                       |                                           |              |             |             |   |             |            
|CASH AND CASH EQUIVALENTS, end of period                                                                                          |                                                                                                       | $                                         | 99,624,676   |             |             | $ | 255,433,702 |            
|                                                                                                                                  |                                                                                                       |                                           |              |             |             |   |             |            
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                                                                |                                                                                                       |                                           |              |             |             |   |             |            
|Cash paid for                                                                                                                    |                                                                                                       |                                           |              |             |             |   |             |            
|                                                                                                                                  | Interest                                                                                              |                                           | $            | 102,313,006 |             |   | $           | 48,044,767  |            
|                                                                                                                                  | Income taxes                                                                                          |                                           | $            | 1,788,121   |             |   | $           | 3,051,255   |            
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
    FINANCING ACTIVITIES:                                                       |                                                                                                       |                                           |              |             |             |   |             |            
|                                                                                                                                  | Stock dividend paid through the issuance of
    preferred stock (prior to implementation of SFAS 150) |                                           | $            |            |             |   | $           | 24,185,000  |            
|                                                                                                                                  | Transfer of fixed assets to affiliates                                                                |                                           | $            |            |             |   | $           | 227,453     |            
|                                                                                                                                  | Net property and equipment disposed through
    exchange of assets                                    |                                           | $            | (11,956,946 | )           |   | $           | 8,436,363   |            
|                                                                                                                                  | Net wireless acquisition costs disposed through
    exchange of assets                                |                                           | $            | (41,143,732 | )           |   | $           | (50,462,667 | )          

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

5



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)


The condensed consolidated balance sheet of
Dobson Communications Corporation (DCC) and
subsidiaries (collectively with DCC, the Company) as
of June 30, 2004, the condensed consolidated statements of
operations for the three and six months ended June 30, 2004
and 2003, the condensed consolidated statement of
stockholders equity for the six months ended June 30,
2004, and the condensed consolidated statements of cash flows
for the six months ended June 30, 2004 and 2003 are
unaudited. In the opinion of management, such financial
statements include all adjustments, consisting only of normal
recurring adjustments necessary for a fair presentation of
financial position, results of operations, and cash flows for
the periods presented.

The condensed consolidated balance sheet at
December 31, 2003, was derived from audited financial
statements, but does not include all disclosures required by
generally accepted accounting principles. The financial
statements presented herein should be read in connection with
the Companys December 31, 2003 consolidated financial
statements included in the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2003.



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

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

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



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

The Company accounts for its stock option plans
under APB Opinion 25, Accounting for Stock Issued to
Employees, under which no compensation cost is recognized.
The following schedule shows the Companys net (loss)
income and net (loss) income per share for the three and six
months ended June 30, 2004 and June 30, 2003, had
compensation expense been determined consistent with
SFAS No. 123, Accounting for Stock-Based
Compensation. The pro forma information presented below is
based on several assumptions and should not be viewed as
indicative of the Companys results in future periods.

|                                                                                |                                                |                             |   |                             |   |               |   |               |   |  |   |         |   |  |   |         |  
|------------------------------------------------------------------------------- | ---------------------------------------------- | --------------------------- | - | --------------------------- | - | ------------- | - | ------------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                                |                                                | Three Months                |   | Three Months                |   | Six Months    |   | Six Months   
|                                                                                |                                                | Ended                       |   | Ended                       |   | Ended         |   | Ended        
|                                                                                |                                                | June 30, 2004               |   | June 30, 2003               |   | June 30, 2004 |   | June 30, 2003
|                                                                                |                                                |                             |   |                             |   |               |   |              
|                                                                                |                                                |                             |   |                            
|                                                                                |                                                | ($ in thousands, except for |   | ($ in thousands, except for
|                                                                                |                                                | per share amounts)          |   | per share amounts)         
|Net (loss) income applicable to common
    stockholders:                        |                                                |                             |   |                             |   |               |   |               |   |  |   |         |   |  |   |        
|                                                                                | As reported                                    |                             | $ | (15,906                     | ) |               | $ | 224,359       |   |  | $ | (32,446 | ) |  | $ | 242,490 |  
|                                                                                | Pro forma stock-based compensation, net of tax |                             |   | (1,121                      | ) |               |   | (1,782        | ) |  |   | (4,853  | ) |  |   | (3,564  | )
|                                                                                |                                                |                             |   |                             |   |               |   |               |   |  |   |         |   |  |   |        
|                                                                                | Pro forma                                      |                             | $ | (17,027                     | ) |               | $ | 222,577       |   |  | $ | (37,299 | ) |  | $ | 238,926 |  
|                                                                                |                                                |                             |   |                             |   |               |   |               |   |  |   |         |   |  |   |        
|Basic net (loss) income applicable to common
    stockholders per common share: |                                                |                             |   |                             |   |               |   |               |   |  |   |         |   |  |   |        
|                                                                                | As reported                                    |                             | $ | (0.12                       | ) |               | $ | 2.49          |   |  | $ | (0.24   | ) |  | $ | 2.69    |  
|                                                                                | Pro forma                                      |                             | $ | (0.13                       | ) |               | $ | 2.47          |   |  | $ | (0.28   | ) |  | $ | 2.65    |  

6



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                                                                  |             |                             |   |                             |   |               |   |               |  |  |   |       |   |  |   |      | 
|--------------------------------------------------------------------------------- | ----------- | --------------------------- | - | --------------------------- | - | ------------- | - | ------------- |  |  | - | ----- | - |  | - | ---- | 
|                                                                                  |             | Three Months                |   | Three Months                |   | Six Months    |   | Six Months   
|                                                                                  |             | Ended                       |   | Ended                       |   | Ended         |   | Ended        
|                                                                                  |             | June 30, 2004               |   | June 30, 2003               |   | June 30, 2004 |   | June 30, 2003
|                                                                                  |             |                             |   |                             |   |               |   |              
|                                                                                  |             |                             |   |                            
|                                                                                  |             | ($ in thousands, except for |   | ($ in thousands, except for
|                                                                                  |             | per share amounts)          |   | per share amounts)         
|Diluted net (loss) income applicable to common
    stockholders per common share: |             |                             |   |                             |   |               |   |               |  |  |   |       |   |  |   |     
|                                                                                  | As reported |                             | $ | (0.12                       | ) |               | $ | 2.42          |  |  | $ | (0.24 | ) |  | $ | 2.63 | 
|                                                                                  | Pro forma   |                             | $ | (0.13                       | ) |               | $ | 2.40          |  |  | $ | (0.28 | ) |  | $ | 2.59 | 



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

On February 17, 2004, the Company
transferred its ownership in Maryland RSA 2 wireless
property to Cingular Wireless in exchange for Cingular
Wireless ownership in Michigan RSA 5 wireless
property, $22.0 million in cash and its one-percent
ownership interest in Texas RSA 2 and Oklahoma RSAs 5
and 7. The Company is the majority owner of these three markets.
The Maryland RSA 2 property had a total population of
approximately 470,700, including the cities of Ocean City,
Salisbury, Easton and Cambridge. The Michigan RSA 5
property covers a population of approximately 169,400, including
the cities of Cadillac, Manistee, and Ludington. The exchange
resulted in a net loss of approximately 15,500 subscribers
for the Company. The Company is accounting for the exchange as a
sale of Maryland RSA 2 and a purchase of Michigan
RSA 5. Therefore, the Michigan RSA 5 assets,
liabilities and results of operations have been included in the
accompanying condensed consolidated financials from the date of
acquisition.

On June 17, 2003, the Company exchanged its
two remaining wireless properties in California to AT&T
Wireless in exchange for AT&T Wireless two wireless
properties in Alaska, and all of the outstanding shares of the
Companys Series AA preferred stock that AT&T
Wireless previously held, which the Company then cancelled. The
cost of the acquired Alaska assets was $126.0 million. The
Alaska assets, liabilities and results of operations have been
included in the accompanying condensed consolidated financials
from the date of acquisition.

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

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

7



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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

|                                    |  |                  |   |                  |  |               |        |               |  |   |       |   |  |   |        |  
|----------------------------------- |  | ---------------- | - | ---------------- |  | ------------- | ------ | ------------- |  | - | ----- | - |  | - | ------ | -
|                                    |  | For the          |   | For the          |  | For the       |        | For the      
|                                    |  | Three Months     |   | Three Months     |  | Six Months    |        | Six Months   
|                                    |  | Ended            |   | Ended            |  | Ended         |        | Ended        
|                                    |  | June 30, 2004    |   | June 30, 2003    |  | June 30, 2004 |        | June 30, 2003
|                                    |  |                  |   |                  |  |               |        |              
|                                    |  |                  |   |                 
|                                    |  | ($ in thousands) |   | ($ in thousands)
|Operating revenue                   |  | $                |  |                  |  | $             | 25,877 |               |  | $ | 3,556 |   |  | $ | 51,929 |  
|Income before income taxes          |  |                  |  |                  |  |               | 9,108  |               |  |   | 714   |   |  |   | 16,748 |  
|Income tax expense                  |  |                  |  |                  |  |               | (3,461 | )             |  |   | (271  | ) |  |   | (6,364 | )
|Income from discontinued operations |  |                  |  |                  |  |               | 5,647  |               |  |   | 443   |   |  |   | 10,384 |  

The long-term debt of the Company is at the
consolidated level and is not reflected by each individual
market. Thus, the Company has allocated a portion of interest
expense to the discontinued operations to properly reflect the
interest that was incurred to finance the operations for these
markets. The interest expense allocated to these operations was
$1.6 million for the three months ended June 30, 2003
and $3.6 million for the six months ended June 30,
2003.



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

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

The following is a summary of the significant
financial information for the joint venture and its subsidiary,
American Cellular, for the three and six months ended
June 30, 2003:

|                                         |  |                  |         |               |  |   |         |  
|---------------------------------------- |  | ---------------- | ------- | ------------- |  | - | ------- | -
|                                         |  | For the          |         | For the      
|                                         |  | Three Months     |         | Six Months   
|                                         |  | Ended            |         | Ended        
|                                         |  | June 30, 2003    |         | June 30, 2003
|                                         |  |                  |         |              
|                                         |  |                 
|                                         |  | ($ in thousands)
|Operating revenue                        |  | $                | 116,937 |               |  | $ | 223,426 |  
|Operating income                         |  |                  | 35,633  |               |  |   | 62,556  |  
|Income (loss) from continuing operations |  |                  | 2,103   |               |  |   | (303    | )
|Dividends                                |  |                  | (1,292  | )             |  |   | (2,546  | )
|Net income (loss) applicable to members  |  |                  | 811     |               |  |   | (2,849  | )

8



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



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

On August 8, 2003, American Cellular, a
50%-owned, indirect subsidiary of the Company, and
ACC Escrow Corp., a newly formed, wholly-owned, indirect
subsidiary of the Company, completed the offering of
$900.0 million aggregate principal amount of
10.0% senior notes due 2011. The senior notes were issued
at par by ACC Escrow Corp. ACC Escrow Corp. was then
merged into American Cellular as part of the American Cellular
restructuring described below, and American Cellular assumed
ACC Escrow Corp.s obligations under these senior
notes. The net proceeds from the offering were used to fully
repay American Cellulars existing bank credit facility and
to pay expenses of the restructuring. DCC is not a guarantor of
these senior notes. All material subsidiaries of American
Cellular are the guarantors of these senior notes.

On August 19, 2003, the Company and American
Cellular completed an exchange offer for American
Cellulars existing 9.5% senior subordinated notes due
2009 (the existing notes). This exchange offer
resulted in the restructuring of American Cellulars
indebtedness and equity ownership. As part of the American
Cellular restructuring, holders of $681.9 million of the
$700.0 million principal amount of American Cellulars
outstanding notes tendered their notes for exchange. In exchange
for the tendered notes, the tendering noteholders received from
the Company 43.9 million shares of the Companys
Class A common stock, 681,900 shares of the
Companys Series F convertible preferred stock with an
aggregate liquidation preference of $121.8 million,
convertible into a maximum of 13.9 million shares of the
Companys Class A common stock, and $48.7 million
in cash. The Company also issued an additional 4,301 shares
of its Series F convertible preferred stock and
276,848 shares of its Class A common stock in payment
of certain fees. Upon consummation of the restructuring,
American Cellular became a wholly-owned subsidiary of the
Company. Therefore, American Cellulars assets, liabilities
and results of operations have been included in the accompanying
condensed consolidated financials from the date of acquisition.

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

|                                                              |                                                               |                               |                                               |       |       |         | 
|------------------------------------------------------------- | ------------------------------------------------------------- | ----------------------------- | --------------------------------------------- | ----- | ----- | ------- | 
|                                                              |                                                               | (In millions, except         
|                                                              |                                                               | share price)                 
|Calculation and preliminary allocation of
    purchase price: |                                                               |                               |                                               |      
|                                                              | Shares of DCC common stock issued                             |                               |                                               | 44.2  |      
|                                                              | DCC stock price                                               |                               | $                                             | 6.84  |      
|                                                              |                                                               |                               |                                               |      
|                                                              | Fair value of common stock issued                             |                               | $                                             | 302.0 |      
|                                                              | Plus fair value of DCC convertible preferred
    stock issued |                               |                                               | 122.5 |      
|                                                              | Plus cash paid to American Cellular noteholders               |                               |                                               | 50.0  |      
|                                                              |                                                               |                               |                                               |      
|                                                              |                                                               |                               | Total purchase price                          |       |       | 474.5   | 
|                                                              | Plus fair value of liabilities assumed by DCC:                |                               |                                               |       |      
|                                                              |                                                               | Current liabilities           |                                               |       | 73.7  |        
|                                                              |                                                               | Long-term debt                |                                               |       | 912.6 |        
|                                                              |                                                               | Other non-current liabilities |                                               |       | 1.8   |        
|                                                              |                                                               | Deferred income taxes         |                                               |       | 168.0 |        
|                                                              |                                                               |                               |                                               |      
|                                                              |                                                               |                               | Total purchase price plus liabilities assumed |       | $     | 1,630.6 | 
|                                                              |                                                               |                               |                                               |      

9



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                      |                                            |                                     |  |       |         | 
|------------------------------------- | ------------------------------------------ | ----------------------------------- |  | ----- | ------- | 
|                                      |                                            | (In millions, except               
|                                      |                                            | share price)                       
|Fair value of assets acquired by DCC: |                                            |                                     |  |      
|                                      | Current assets                             |                                     |  | 104.8 |        
|                                      | Property, plant and equipment              |                                     |  | 186.5 |        
|                                      | Wireless licenses                          |                                     |  | 669.2 |        
|                                      | Customer lists                             |                                     |  | 80.0  |        
|                                      | Deferred financing costs                   |                                     |  | 18.8  |        
|                                      | Other non-current assets                   |                                     |  | 0.6   |        
|                                      | Goodwill (non-deductible for income taxes) |                                     |  | 570.7 |        
|                                      |                                            |                                     |  |      
|                                      |                                            | Total fair value of assets acquired |  | $     | 1,630.6 | 
|                                      |                                            |                                     |  |      

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

Prior to the restructuring, American Cellular had
net operating loss, or NOL, carryforwards of approximately
$320.0 million. The restructuring transactions resulted in
the reduction of approximately $200.0 million of those NOL
carryforwards. After the restructuring, approximately
$120.0 million of NOL carryforwards remain available to
American Cellular. However, the restructuring also resulted in
an ownership change within the meaning of the Internal Revenue
Code Section 382 and the regulations thereunder. This
ownership change limits the amount of previously generated NOL
carryforwards that American Cellular can utilize to offset
future taxable income on an annual basis. American Cellular has
reviewed the need for a valuation allowance against these NOL
carryforwards. Based on a review of taxable income, history and
trends, forecasted taxable income, expiration of carryforwards
and limitations on the annual use of the carryforwards, American
Cellular has not provided a valuation allowance for the NOL
carryforwards because management believes that it is more likely
than not that all of the NOL carryforwards of American Cellular
will be realized prior to their expiration.

On June 17, 2003, the Company exchanged its
two remaining wireless properties in California to AT&T
Wireless in exchange for AT&T Wireless two wireless
properties in Alaska, and all of the outstanding shares of the
Companys Series AA preferred stock that AT&T
Wireless previously held, as described above in Note 3.

On February 17, 2004, the Company
transferred its ownership in Maryland RSA 2 wireless
property to Cingular Wireless in exchange for Cingular
Wireless ownership in Michigan RSA 5. See Note 3
above.

On June 15, 2004, the Company acquired
certain assets of NPI-Omnipoint Wireless, LLC, or NPI, for
approximately $29.4 million. NPI owned PCS licenses
covering a total population of 1.2 million. The acquired
Global System for Mobile Communications, or GSM, network
currently covers a total population of 1.0 million in
northern Michigan, however, the addition of NPIs markets
only broadened the Companys market coverage by an
additional population of 646,500.

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

10



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

purposes only and is not necessarily indicative
of the results of operations that actually would have been
achieved had the acquisitions been consummated at that time:

|                                                                         |  |                             |         |                             |  |               |         |               |  |   |         |   |  |   |         | 
|------------------------------------------------------------------------ |  | --------------------------- | ------- | --------------------------- |  | ------------- | ------- | ------------- |  | - | ------- | - |  | - | ------- | 
|                                                                         |  | For the                     |         | For the                     |  | For the       |         | For the      
|                                                                         |  | Three Months                |         | Three Months                |  | Six Months    |         | Six Months   
|                                                                         |  | Ended                       |         | Ended                       |  | Ended         |         | Ended        
|                                                                         |  | June 30, 2004               |         | June 30, 2003               |  | June 30, 2004 |         | June 30, 2003
|                                                                         |  |                             |         |                             |  |               |         |              
|                                                                         |  |                             |         |                            
|                                                                         |  | ($ in thousands, except per |         | ($ in thousands, except per
|                                                                         |  | share data)                 |         | share data)                
|Operating revenue                                                        |  | $                           | 257,348 |                             |  | $             | 295,485 |               |  | $ | 498,551 |   |  | $ | 561,156 | 
|(Loss) income from continuing operations                                 |  |                             | (14,208 | )                           |  |               | 25,994  |               |  |   | (29,710 | ) |  |   | 38,514  | 
|Net (loss) income                                                        |  |                             | (14,208 | )                           |  |               | 59,156  |               |  |   | (29,267 | ) |  |   | 76,412  | 
|Net (loss) income applicable to common
    stockholders                  |  |                             | (16,067 | )                           |  |               | 232,546 |               |  |   | (32,984 | ) |  |   | 251,634 | 
|Net (loss) income applicable to common
    stockholders per common share |  |                             | (0.12   | )                           |  |               | 2.58    |               |  |   | (0.25   | ) |  |   | 2.79    | 



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

Property, plant and equipment are recorded at
cost. Newly constructed wireless systems are added to property,
plant and equipment at cost, which includes contracted services,
direct labor, materials and overhead. Existing property, plant
and equipment purchased through acquisitions is recorded at its
fair value at the date of the purchase. Repairs, minor
replacements and maintenance are charged to operations as
incurred. The provisions for depreciation are provided using the
straight-line method based on the estimated useful lives of the
various classes of depreciable property. Depreciation expense
for the six months ended June 30, 2004 and 2003 totaled
$80.0 million and $34.7 million, respectively. Listed
below are the gross property, plant and equipment amounts and
the related accumulated depreciation for the periods described.

|                                    |  |                  |          |              |  |   |          |  
|----------------------------------- |  | ---------------- | -------- | ------------ |  | - | -------- | -
|                                    |  | June 30,         |          | December 31,
|                                    |  | 2004             |          | 2003        
|                                    |  |                  |          |             
|                                    |  |                 
|                                    |  | ($ in thousands)
|Gross property, plant and equipment |  | $                | 924,536  |              |  | $ | 819,464  |  
|Accumulated depreciation            |  |                  | (361,992 | )            |  |   | (282,830 | )
|                                    |  |                  |          |              |  |   |          |  
|Property, plant and equipment, net  |  | $                | 562,544  |              |  | $ | 536,634  |  
|                                    |  |                  |          |              |  |   |          |  



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

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

|                                          |                      |                  |         |              |  |   |         |           | 
|----------------------------------------- | -------------------- | ---------------- | ------- | ------------ |  | - | ------- | --------- | 
|                                          |                      | June 30,         |         | December 31,
|                                          |                      | 2004             |         | 2003        
|                                          |                      |                  |         |             
|                                          |                      |                 
|                                          |                      | ($ in thousands)
|Credit facilities                         |                      | $                | 573,875 |              |  | $ | 548,625 |          
|Dobson/ Sygnet senior notes               |                      |                  |        |              |  |   | 5,245   |          
|10.875% DCC senior notes, net of discount |                      |                  | 298,564 |              |  |   | 298,443 |          
|8.875% DCC senior notes                   |                      |                  | 594,500 |              |  |   | 650,000 |          
|10.0% American Cellular senior notes      |                      |                  | 900,000 |              |  |   | 900,000 |          
|Other notes payable, net                  |                      |                  | 13,302  |              |  |   | 12,871  |          
|                                          |                      |                  |         |              |  |   |         |          
|                                          | Total debt           |                  |         | 2,380,241    |  |   |         | 2,415,184 | 
|Less  Current maturities                 |                      |                  | 5,500   |              |  |   | 5,500   |          
|                                          |                      |                  |         |              |  |   |         |          
|                                          | Total long-term debt |                  | $       | 2,374,741    |  |   | $       | 2,409,684 | 
|                                          |                      |                  |         |              |  |   |         |          

11



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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



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

The Companys former subsidiary, Dobson/
Sygnet Communications Company, or Dobson/ Sygnet, had
outstanding $200.0 million aggregate principal amount of
senior notes. On September 30, 2002, the Company purchased
$11.5 million principal amount of these senior notes for
$8.9 million and the Company recognized a gain from
extinguishment of debt of $2.2 million after the write off
of related deferred financing costs. On October 24, 2003,
the Company purchased an additional $183.3 million
principal amount of these senior notes for $205.5 million
and the Company recognized a loss from extinguishment of debt of
$20.3 million due to the premium paid and the write off of
related deferred financing costs. On a consolidated basis at
December 31, 2003, the outstanding Dobson/ Sygnet senior
notes had an outstanding principal balance totaling
$5.2 million. During the six months ended June 30,
2004, the Company redeemed the remaining $5.2 million of
these senior notes and the Company recognized a loss from
extinguishment of debt of $0.3 million due to the premium
paid and the write off of related deferred financing costs.
Dobson/ Sygnet was merged into the Companys wholly owned
subsidiary, DCS on October 23, 2003.



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

On September 26, 2003, the Company completed
its offering of $650.0 million aggregate principal amount
of 8.875% senior notes due 2013. The net proceeds from the
offering, together with borrowings under a new
$700.0 million credit facility that was obtained by the
Companys wholly-owned subsidiary, DCS, in October 2003,
were used to refinance and replace the existing credit
facilities of the Companys subsidiaries, to fund the
repurchase of $183.3 million principal amount of Dobson/
Sygnets senior notes, to fund the repurchase of
246,967 shares of the Companys 12.25% senior
exchangeable preferred stock having an aggregate liquidation
preference of $248.3 million, and for general corporate
purposes. American Cellular is an unrestricted subsidiary for
purposes of the Companys 8.875% senior notes. The
8.875% senior notes contain restrictive covenants that,
among other things, limit the ability of the Company to incur
additional indebtedness, pay dividends or distributions on
equity, purchase or redeem junior securities and make certain
investments, place restrictions on distributions and other
payments from restricted subsidiaries, sell assets, create or
incur liens, merge or consolidate with or transfer substantial
assets to another entity, engage in transactions with affiliates
or engage in any business other than permitted businesses.
During the first quarter of 2004, the Company purchased
$55.5 million principal amount of its 8.875% senior
notes for the purchase price of $48.3 million, excluding
accrued interest. The Companys first quarter 2004 gain
from extinguishment of debt related to these senior notes. This
gain was $6.1 million, net of deferred financing costs.



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

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

12



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



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

As of June 30, 2004 and December 31,
2003, the Companys authorized and outstanding preferred
stock was as follows:

|                    |  |             |           |             |  |                |         |           |  |           |         |             |  |            |      |             |  |                   |  |   |          |  |  |               |  |  |            | 
|------------------- |  | ----------- | --------- | ----------- |  | -------------- | ------- | --------- |  | --------- | ------- | ----------- |  | ---------- | ---- | ----------- |  | ----------------- |  | - | -------- |  |  | ------------- |  |  | ---------- | 
|                    |  | Number of   |           | Number of   |  | Number of      |         |           |  |           |         |             |  |            |      | Other      
|                    |  | Shares      |           | Shares      |  | Shares         |         |           |  |           |         |             |  |            |      | Features,  
|                    |  | Authorized  |           | Outstanding |  | Outstanding at |         |           |  |           |         | Liquidation |  | Mandatory  |      | Rights,    
|                    |  | at June 30, |           | at June 30, |  | December 31,   |         | Par Value |  |           |         | Preference  |  | Redemption |      | Preferences
|Class               |  | 2004        |           | 2004        |  | 2003           |         | Per Share |  | Dividends |         | Per Share   |  | Date       |      | and Powers 
|                    |  |             |           |             |  |                |         |           |  |           |         |             |  |            |      |            
|Senior Exchangeable |  |             | 60,997    |             |  |                | 46,181  |           |  |           | 60,997  |             |  | $          | 1.00 |             |  | 12.25% Cumulative |  | $ | 1,000    |  |  | Jan. 15, 2008 |  |  | Non-voting | 
|Senior Exchangeable |  |             | 404,040   |             |  |                | 198,898 |           |  |           | 196,003 |             |  | $          | 1.00 |             |  | 13% Cumulative    |  | $ | 1,000    |  |  | May 1, 2009   |  |  | Non-voting | 
|Class E             |  |             | 40,000    |             |  |                |        |           |  |           |        |             |  | $          | 1.00 |             |  | 15% Cumulative    |  | $ | 1,131.92 |  |  | Dec. 23, 2010 |  |  | Non-voting | 
|Series F            |  |             | 1,900,000 |             |  |                | 686,201 |           |  |           | 686,201 |             |  | $          | 1.00 |             |  | 6% Cumulative     |  | $ | 178.571  |  |  | Aug. 18, 2016 |  |  | Non-voting | 
|Other               |  |             | 3,594,963 |             |  |                |        |           |  |           |        |             |  | $          | 1.00 |             |  |                  |  |   |         |  |  |              |  |  |           | 
|                    |  |             |           |             |  |                |         |           |  |           |         |             |  |            |      |             |  |                   |  |   |          |  |  |               |  |  |            | 
|                    |  |             | 6,000,000 |             |  |                | 931,280 |           |  |           | 943,201 |             |  |            |      |             |  |                   |  |   |          |  |  |               |  |  |            | 
|                    |  |             |           |             |  |                |         |           |  |           |         |             |  |            |      |             |  |                   |  |   |          |  |  |               |  |  |            | 

The Company recorded preferred stock dividends of
$20.6 million for the six months ended June 30, 2004,
consisting of $3.7 million of dividends on its
12.25% senior exchangeable preferred stock,
$13.2 million of dividends on its 13% senior
exchangeable preferred stock, and $3.7 million of dividends
on its Series F convertible preferred stock. In accordance
with SFAS No. 150, which was required to be adopted
July 1, 2003, dividends related to the Companys
12.25% and 13% mandatorily redeemable preferred stocks are
included in net (loss) income. Therefore, $16.9 million of
the $20.6 million preferred stock dividends are recorded in
net (loss) income on the income statement as a financing
expense, entitled dividends on mandatorily redeemable
preferred stock, for the six months ended June 30,
2004.

During the six months ended June 30, 2004,
the Company repurchased a total of 14,816 shares of its
12.25% senior exchangeable preferred stock and
3,475 shares of its 13% senior exchangeable preferred
stock. The preferred stock repurchases totaled
18,291 shares for $12.8 million. These repurchases
resulted in a gain on redemption and repurchases of preferred
stock totaling $5.1 million. The gain from redemption and
repurchases of preferred stock has been included in the
Companys loss from continuing operations.

During the six months ended June 30, 2003,
the Company repurchased a total of 32,707 shares of its
12.25% senior exchangeable preferred stock and
27,500 shares of its 13% senior exchangeable preferred
stock. The preferred stock repurchases totaled
60,207 shares for $36.6 million, all of which were
canceled by March 31, 2003. These repurchases resulted in a
gain on redemption and repurchases of preferred stock totaling
$23.6 million. The gain from redemption and repurchases of
preferred stock has been included in net (loss) income
applicable to common stockholders.

Subsequent to June 30, 2004, the Company
repurchased a total of 6,000 shares of its 13% senior
exchangeable preferred stock for $4.5 million. All
repurchased shares of 12.25% senior exchangeable preferred
stock and 13% senior exchangeable preferred stock have been
canceled.



|   |                   
|-- | ------------------
|9. | Earnings Per Share

SFAS No. 128, Earnings Per
Share, requires two presentations of earnings per
share  basic and diluted.
Basic (loss) income per share is computed by dividing (loss)
income available to shareholders (the numerator) by the
weighted-average number of shares (the denominator) for the
period. The computation of diluted (loss) income per share is
similar to basic (loss) income per share, except that the
denominator is increased to include the number of additional
shares that would have been outstanding if the dilutive shares
had been issued. Dilutive shares represent the amount of
additional shares that would be required to be issued if all the
options and convertible preferred stock that are in the
money were exercised or converted. Shares that are
potentially dilutive, are Company granted stock options,
totaling 10.3 million shares and shares of the
Companys Series F convertible preferred stock, which
are convertible into 14.0 million shares of the

13



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Companys Class A common stock. The
table below sets forth a detail of the Companys basic and
diluted earnings per share.

|                                                                                  |                         |                                                 |             |                           |       |      |             |      |      |   |             |      |       |   |             |      |      | 
|--------------------------------------------------------------------------------- | ----------------------- | ----------------------------------------------- | ----------- | ------------------------- | ----- | ---- | ----------- | ---- | ---- | - | ----------- | ---- | ----- | - | ----------- | ---- | ---- | 
|                                                                                  |                         |                                                 |             |                          
|                                                                                  |                         | Three Months Ended June 30,                     |             | Six Months Ended June 30,
|                                                                                  |                         |                                                 |             |                          
|                                                                                  |                         | 2004                                            |             | 2003                      |       | 2004 |             | 2003
|                                                                                  |                         |                                                 |             |                           |       |      |             |     
|                                                                                  |                         |                                                 |             |                          
|                                                                                  |                         | (Unaudited)                                     |             | (Unaudited)              
|Net (loss) income applicable to common
    stockholders                           |                         | $                                               | (15,905,886 | )                         |       | $    | 224,359,033 |      |      | $ | (32,446,394 | )    |       | $ | 242,490,059 |     
|Basic net (loss) income applicable to common
    stockholders per common share:   |                         |                                                 |             |                           |       |      |             |      |      |   |             |      |       |   |             |     
|                                                                                  | Continuing operations:  |                                                 |             |                           |       |      |             |      |      |   |             |      |       |   |             |      |     
|                                                                                  |                         | (Loss) income from continuing operations        |             | $                         | (0.11 | )    |             | $    | 0.18 |   |             | $    | (0.22 | ) |             | $    | 0.30 | 
|                                                                                  |                         | Dividends on and repurchases of preferred stock |             |                           | (0.01 | )    |             |      | 1.94 |   |             |      | (0.02 | ) |             |      | 1.97 | 
|                                                                                  | Discontinued operations |                                                 |             |                          |       |      |             | 0.37 |      |   |             | 0.00 |       |   |             | 0.42 |     
|                                                                                  |                         |                                                 |             |                           |       |      |             |      |      |   |             |      |       |   |             |     
|Basic net (loss) income applicable to common
    stockholders per common share    |                         | $                                               | (0.12       | )                         |       | $    | 2.49        |      |      | $ | (0.24       | )    |       | $ | 2.69        |     
|                                                                                  |                         |                                                 |             |                           |       |      |             |      |      |   |             |      |       |   |             |     
|Basic weighted average common shares outstanding                                  |                         |                                                 | 133,772,746 |                           |       |      | 90,253,787  |      |      |   | 133,749,934 |      |       |   | 90,183,193  |     
|Diluted net income (loss) applicable to common
    stockholders per common share: |                         |                                                 |             |                           |       |      |             |      |      |   |             |      |       |   |             |     
|                                                                                  | Continuing operations:  |                                                 |             |                           |       |      |             |      |      |   |             |      |       |   |             |      |     
|                                                                                  |                         | Income from continuing operations               |             | $                         | (0.11 | )    |             | $    | 0.18 |   |             | $    | (0.22 | ) |             | $    | 0.29 | 
|                                                                                  |                         | Dividends on and repurchases of preferred stock |             |                           | (0.01 | )    |             |      | 1.88 |   |             |      | (0.02 | ) |             |      | 1.93 | 
|                                                                                  | Discontinued operations |                                                 |             |                          |       |      |             | 0.36 |      |   |             | 0.00 |       |   |             | 0.41 |     
|                                                                                  |                         |                                                 |             |                           |       |      |             |      |      |   |             |      |       |   |             |     
|Diluted net (loss) income applicable to common
    stockholders per common share  |                         | $                                               | (0.12       | )                         |       | $    | 2.42        |      |      | $ | (0.24       | )    |       | $ | 2.63        |     
|                                                                                  |                         |                                                 |             |                           |       |      |             |      |      |   |             |      |       |   |             |     
|Diluted weighted average common shares outstanding                                |                         |                                                 | 133,772,746 |                           |       |      | 92,897,382  |      |      |   | 133,749,934 |      |       |   | 92,375,806  |     



|    |                              
|--- | -----------------------------
|10. | Commitments and Contingencies

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



|    |                  
|--- | -----------------
|11. | Reclassifications

Certain items have been reclassified in the 2003
condensed consolidated financial statements to conform to the
current presentation.

14



---



##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |                                                               
|--- | --------------------------------------------------------------
|12. | Supplemental Condensed Consolidating Financial
    Information

Set forth below is supplemental condensed
consolidating financial information as required by DCCs
indenture for its 8 7/8% senior notes due 2013, and by
the DCS credit facility. Included are the condensed
consolidating Balance Sheet, Statement of Operations and
Statement of Cash Flows of Dobson Communications Corporation as
of June 30, 2004, and for the six months ended
June 30, 2004. Neither DCS, American Cellular nor their
subsidiaries guaranty any of DCCs outstanding debt. DCC,
DCS and its subsidiaries do not guaranty any of American
Cellulars outstanding debt.

CONDENSED CONSOLIDATING BALANCE
SHEET

As of Ended June 30, 2004


|                                                   |                                                         |                                      |                                                          |           |           |           |         |              |           |              |         |           |           |           |   |            |            |            |         |           |           |           | 
|-------------------------------------------------- | ------------------------------------------------------- | ------------------------------------ | -------------------------------------------------------- | --------- | --------- | --------- | ------- | ------------ | --------- | ------------ | ------- | --------- | --------- | --------- | - | ---------- | ---------- | ---------- | ------- | --------- | --------- | --------- | 
|                                                   |                                                         |                                      |                                                          | American  |           |           |         |              |           |             
|                                                   |                                                         | DCS                                  |                                                          | Cellular  |           | Parent    |         | Eliminations |           | Consolidated
|                                                   |                                                         |                                      |                                                          |           |           |           |         |              |           |             
|                                                   |                                                         |                                     
|                                                   |                                                         | ($ in thousands)                    
|                                                   |                                                         | (Unaudited)                         
|ASSETS                                            
|CURRENT ASSETS:                                    |                                                         |                                      |                                                          |           |           |           |         |              |           |              |         |           |           |           |   |            |            |            |         |          
|                                                   | Cash and cash equivalents                               |                                      | $                                                        | 31,503    |           |           | $       | 15,235       |           |              | $       | 52,887    |           |           | $ |           |            |            | $       | 99,625    |          
|                                                   | Accounts receivable                                     |                                      |                                                          | 61,122    |           |           |         | 30,768       |           |              |         |          |           |           |   |           |            |            |         | 91,890    |          
|                                                   | Inventory                                               |                                      |                                                          | 11,848    |           |           |         | 6,840        |           |              |         |          |           |           |   |           |            |            |         | 18,688    |          
|                                                   | Prepaid expenses and other                              |                                      |                                                          | 23,514    |           |           |         | 9,130        |           |              |         |          |           |           |   |           |            |            |         | 32,644    |          
|                                                   |                                                         |                                      |                                                          |           |           |           |         |              |           |              |         |           |           |           |   |            |            |            |         |          
|                                                   |                                                         | Total current assets                 |                                                          |           | 127,987   |           |         |              | 61,973    |              |         |           | 52,887    |           |   |            |           |            |         |           | 242,847   |          
|                                                   |                                                         |                                      |                                                          |           |           |           |         |              |           |              |         |           |           |           |   |            |            |            |         |          
|PROPERTY, PLANT AND EQUIPMENT, net                 |                                                         |                                      | 364,380                                                  |           |           |           | 198,164 |              |           |              |        |           |           |           |  |            |            |            | 562,544 |          
|                                                   |                                                         |                                      |                                                          |           |           |           |         |              |           |              |         |           |           |           |   |            |            |            |         |          
|OTHER ASSETS:                                      |                                                         |                                      |                                                          |           |           |           |         |              |           |              |         |           |           |           |   |            |            |            |         |          
|                                                   | Net intercompany (payable) receivable                   |                                      |                                                          | (34,078   | )         |           |         | 12,525       |           |              |         | 914,557   |           |           |   | (893,004   | )          |            |         |          |          
|                                                   | Restricted assets                                       |                                      |                                                          | 4,451     |           |           |         |             |           |              |         |          |           |           |   |           |            |            |         | 4,451     |          
|                                                   | Wireless license acquisition costs                      |                                      |                                                          | 1,091,225 |           |           |         | 669,169      |           |              |         | 14,099    |           |           |   |           |            |            |         | 1,774,493 |          
|                                                   | Goodwill                                                |                                      |                                                          | 36,683    |           |           |         | 570,708      |           |              |         | 1,142     |           |           |   |           |            |            |         | 608,533   |          
|                                                   | Deferred financing costs, net                           |                                      |                                                          | 14,914    |           |           |         | 16,925       |           |              |         | 16,754    |           |           |   |           |            |            |         | 48,593    |          
|                                                   | Other intangibles, net                                  |                                      |                                                          | 26,741    |           |           |         | 67,253       |           |              |         |          |           |           |   |           |            |            |         | 93,994    |          
|                                                   | Other non-current assets                                |                                      |                                                          | 2,834     |           |           |         | 635          |           |              |         | 1,624,384 |           |           |   | (1,624,373 | )          |            |         | 3,480     |          
|                                                   |                                                         |                                      |                                                          |           |           |           |         |              |           |              |         |           |           |           |   |            |            |            |         |          
|                                                   |                                                         | Total other assets                   |                                                          |           | 1,142,770 |           |         |              | 1,337,215 |              |         |           | 2,570,936 |           |   |            | (2,517,377 | )          |         |           | 2,533,544 |          
|                                                   |                                                         |                                      |                                                          |           |           |           |         |              |           |              |         |           |           |           |   |            |            |            |         |          
|                                                   |                                                         |                                      | Total assets                                             |           | $         | 1,635,137 |         |              | $         | 1,597,352    |         |           | $         | 2,623,823 |   |            | $          | (2,517,377 | )       |           | $         | 3,338,935 | 
|                                                   |                                                         |                                      |                                                          |           |           |           |         |              |           |              |         |           |           |           |   |            |            |            |         |          
|                                                  
|LIABILITIES AND STOCKHOLDERS
    (DEFICIT) EQUITY
|CURRENT LIABILITIES:                               |                                                         |                                      |                                                          |           |           |           |         |              |           |              |         |           |           |           |   |            |            |            |         |          
|                                                   | Accounts payable                                        |                                      | $                                                        | 71,499    |           |           | $       | 12,475       |           |              | $       |          |           |           | $ |           |            |            | $       | 83,974    |          
|                                                   | Accrued expenses                                        |                                      |                                                          | 20,794    |           |           |         | 12,584       |           |              |         |          |           |           |   |           |            |            |         | 33,378    |          
|                                                   | Accrued interest                                        |                                      |                                                          | 3,154     |           |           |         | 41,181       |           |              |         | 29,614    |           |           |   |           |            |            |         | 73,949    |          
|                                                   | Deferred revenue and customer deposits                  |                                      |                                                          | 14,707    |           |           |         | 11,745       |           |              |         |          |           |           |   |           |            |            |         | 26,452    |          
|                                                   | Current portion of long-term debt                       |                                      |                                                          | 5,500     |           |           |         |             |           |              |         |          |           |           |   |           |            |            |         | 5,500     |          
|                                                   | Accrued dividends payable                               |                                      |                                                          |          |           |           |         |             |           |              |         | 8,300     |           |           |   |           |            |            |         | 8,300     |          
|                                                   | Current portion of obligations under capital
    leases |                                      |                                                          | 531       |           |           |         |             |           |              |         |          |           |           |   |           |            |            |         | 531       |          
|                                                   |                                                         |                                      |                                                          |           |           |           |         |              |           |              |         |           |           |           |   |            |            |            |         |          
|                                                   |                                                         | Total current liabilities            |                                                          |           | 116,185   |           |         |              | 77,985    |              |         |           | 37,914    |           |   |            |           |            |         |           | 232,084   |          
|                                                   |                                                         |                                      |                                                          |           |           |           |         |              |           |              |         |           |           |           |   |            |            |            |         |          
|OTHER LIABILITIES:                                 |                                                         |                                      |                                                          |           |           |           |         |              |           |              |         |           |           |           |   |            |            |            |         |          
|                                                   | Long-term debt, net of current portion                  |                                      |                                                          | 1,461,379 |           |           |         | 913,282      |           |              |         | 893,084   |           |           |   | (893,004   | )          |            |         | 2,374,741 |          
|                                                   | Deferred tax liabilities                                |                                      |                                                          | 138,929   |           |           |         | 159,693      |           |              |         | 93,687    |           |           |   | (117,929   | )          |            |         | 274,380   |          
|                                                   | Senior exchangeable preferred stock, net                |                                      |                                                          |          |           |           |         |             |           |              |         | 242,298   |           |           |   |           |            |            |         | 242,298   |          
|                                                   | Other non-current liabilities                           |                                      |                                                          | 5,417     |           |           |         | 5,957        |           |              |         |          |           |           |   |           |            |            |         | 11,374    |          
|SERIES F CONVERTIBLE PREFERRED STOCK               |                                                         |                                      |                                                         |           |           |           |        |              |           |              | 122,536 |           |           |           |  |            |            |            | 122,536 |          
|STOCKHOLDERS (DEFICIT) EQUITY:                    |                                                         |                                      |                                                          |           |           |           |         |              |           |              |         |           |           |           |   |            |            |            |         |          
|                                                   |                                                         | Total stockholders (deficit) equity |                                                          |           | (86,773   | )         |         |              | 440,435   |              |         |           | 1,234,304 |           |   |            | (1,506,444 | )          |         |           | 81,522    |          
|                                                   |                                                         |                                      |                                                          |           |           |           |         |              |           |              |         |           |           |           |   |            |            |            |         |          
|                                                   |                                                         |                                      | Total liabilities and stockholders
    (deficit) equity |           | $         | 1,635,137 |         |              | $         | 1,597,352    |         |           | $         | 2,623,823 |   |            | $          | (2,517,377 | )       |           | $         | 3,338,935 | 
|                                                   |                                                         |                                      |                                                          |           |           |           |         |              |           |              |         |           |           |           |   |            |            |            |         |          

15



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

For the Six Months Ended June 30,
2004


|                                                                                       |                                                                                         |                          |        |          |         |        |         |              |         |              |         |         |    |   |   |         |        |   |         |          |         | 
|-------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------- | ------------------------ | ------ | -------- | ------- | ------ | ------- | ------------ | ------- | ------------ | ------- | ------- | -- | - | - | ------- | ------ | - | ------- | -------- | ------- | 
|                                                                                       |                                                                                         |                          |        | American |         |        |         |              |         |             
|                                                                                       |                                                                                         | DCS                      |        | Cellular |         | Parent |         | Eliminations |         | Consolidated
|                                                                                       |                                                                                         |                          |        |          |         |        |         |              |         |             
|                                                                                       |                                                                                         |                         
|                                                                                       |                                                                                         | ($ in thousands)        
|                                                                                       |                                                                                         | (Unaudited)             
|OPERATING REVENUE:                                                                     |                                                                                         |                          |        |          |         |        |         |              |         |              |         |         |    |   |   |         |        |   |         |         
|                                                                                       | Service revenue                                                                         |                          | $      | 213,787  |         |        | $       | 157,201      |         |              | $       |        |    |   | $ |        |        |   | $       | 370,988  |        
|                                                                                       | Roaming revenue                                                                         |                          |        | 53,168   |         |        |         | 39,514       |         |              |         |        |    |   |   |        |        |   |         | 92,682   |        
|                                                                                       | Equipment and other revenue                                                             |                          |        | 15,872   |         |        |         | 10,088       |         |              |         |        |    |   |   | (3,475  | )      |   |         | 22,485   |        
|                                                                                       |                                                                                         |                          |        |          |         |        |         |              |         |              |         |         |    |   |   |         |        |   |         |         
|                                                                                       |                                                                                         | Total operating revenue  |        |          | 282,827 |        |         |              | 206,803 |              |         |         |   |   |   |         | (3,475 | ) |         |          | 486,155 | 
|                                                                                       |                                                                                         |                          |        |          |         |        |         |              |         |              |         |         |    |   |   |         |        |   |         |         
|OPERATING EXPENSES:                                                                    |                                                                                         |                          |        |          |         |        |         |              |         |              |         |         |    |   |   |         |        |   |         |         
|                                                                                       | Cost of service (exclusive of depreciation and
    amortization shown separately below) |                          |        | 70,759   |         |        |         | 45,759       |         |              |         |        |    |   |   | (360    | )      |   |         | 116,158  |        
|                                                                                       | Cost of equipment                                                                       |                          |        | 28,453   |         |        |         | 22,952       |         |              |         |        |    |   |   |        |        |   |         | 51,405   |        
|                                                                                       | Marketing and selling                                                                   |                          |        | 34,485   |         |        |         | 28,463       |         |              |         |        |    |   |   |        |        |   |         | 62,948   |        
|                                                                                       | General and administrative                                                              |                          |        | 46,204   |         |        |         | 43,733       |         |              |         | 10      |    |   |   | (3,115  | )      |   |         | 86,832   |        
|                                                                                       | Depreciation and amortization                                                           |                          |        | 50,934   |         |        |         | 41,149       |         |              |         |        |    |   |   |        |        |   |         | 92,083   |        
|                                                                                       |                                                                                         |                          |        |          |         |        |         |              |         |              |         |         |    |   |   |         |        |   |         |         
|                                                                                       |                                                                                         | Total operating expenses |        |          | 230,835 |        |         |              | 182,056 |              |         |         | 10 |   |   |         | (3,475 | ) |         |          | 409,426 | 
|                                                                                       |                                                                                         |                          |        |          |         |        |         |              |         |              |         |         |    |   |   |         |        |   |         |         
|OPERATING INCOME (LOSS)                                                                |                                                                                         |                          | 51,992 |          |         |        | 24,747  |              |         |              | (10     | )       |    |   |  |         |        |   | 76,729  |         
|                                                                                       |                                                                                         |                          |        |          |         |        |         |              |         |              |         |         |    |   |   |         |        |   |         |         
|OTHER (EXPENSE) INCOME:                                                                |                                                                                         |                          |        |          |         |        |         |              |         |              |         |         |    |   |   |         |        |   |         |         
|                                                                                       | Interest expense                                                                        |                          |        | (37,970  | )       |        |         | (47,368      | )       |              |         | (45,840 | )  |   |   | 24,157  |        |   |         | (107,021 | )      
|                                                                                       | (Loss) gain from extinguishment of debt                                                 |                          |        | (349     | )       |        |         |             |         |              |         | 6,088   |    |   |   |        |        |   |         | 5,739    |        
|                                                                                       | Gain on redemption and repurchases of mandatorily
    redeemable preferred stock        |                          |        |         |         |        |         |             |         |              |         | 5,069   |    |   |   |        |        |   |         | 5,069    |        
|                                                                                       | Dividends on mandatorily redeemable preferred
    stock                                 |                          |        |         |         |        |         |             |         |              |         | (16,907 | )  |   |   |        |        |   |         | (16,907  | )      
|                                                                                       | Other income (expense), net                                                             |                          |        | 3,708    |         |        |         | (1,353       | )       |              |         | 23,520  |    |   |   | (24,157 | )      |   |         | 1,718    |        
|                                                                                       |                                                                                         |                          |        |          |         |        |         |              |         |              |         |         |    |   |   |         |        |   |         |         
|INCOME (LOSS) BEFORE MINORITY INTERESTS IN
    INCOME OF SUBSIDIARIES AND INCOME TAXES |                                                                                         |                          | 17,381 |          |         |        | (23,974 | )            |         |              | (28,080 | )       |    |   |  |         |        |   | (34,673 | )       
|MINORITY INTERESTS IN INCOME OF SUBSIDIARIES                                           |                                                                                         |                          | (2,002 | )        |         |        |        |              |         |              |        |         |    |   |  |         |        |   | (2,002  | )       
|                                                                                       |                                                                                         |                          |        |          |         |        |         |              |         |              |         |         |    |   |   |         |        |   |         |         
|INCOME (LOSS) BEFORE INCOME TAXES                                                      |                                                                                         |                          | 15,379 |          |         |        | (23,974 | )            |         |              | (28,080 | )       |    |   |  |         |        |   | (36,675 | )       
|                                                                                       | Income tax (expense) benefit                                                            |                          |        | (5,844   | )       |        |         | 9,110        |         |              |         | 4,237   |    |   |   |        |        |   |         | 7,503    |        
|                                                                                       |                                                                                         |                          |        |          |         |        |         |              |         |              |         |         |    |   |   |         |        |   |         |         
|INCOME (LOSS) FROM CONTINUING OPERATIONS                                               |                                                                                         |                          | 9,535  |          |         |        | (14,864 | )            |         |              | (23,843 | )       |    |   |  |         |        |   | (29,172 | )       
|                                                                                       | Income from discontinued operations, net of
    income tax expense                      |                          |        | 443      |         |        |         |             |         |              |         |        |    |   |   |        |        |   |         | 443      |        
|                                                                                       |                                                                                         |                          |        |          |         |        |         |              |         |              |         |         |    |   |   |         |        |   |         |         
|NET INCOME (LOSS)                                                                      |                                                                                         |                          | 9,978  |          |         |        | (14,864 | )            |         |              | (23,843 | )       |    |   |  |         |        |   | (28,729 | )       
|                                                                                       | Dividends on preferred stock                                                            |                          |        |         |         |        |         |             |         |              |         | (3,717  | )  |   |   |        |        |   |         | (3,717   | )      
|                                                                                       |                                                                                         |                          |        |          |         |        |         |              |         |              |         |         |    |   |   |         |        |   |         |         
|NET INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDERS                                |                                                                                         | $                        | 9,978  |          |         | $      | (14,864 | )            |         | $            | (27,560 | )       |    | $ |  |         |        | $ | (32,446 | )       
|                                                                                       |                                                                                         |                          |        |          |         |        |         |              |         |              |         |         |    |   |   |         |        |   |         |         

16



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS

For the Six Months Ended June 30,
2004


|                                               |                                                                                                                                             |                                                                                  |                                                         |          |         |         |         |              |        |              |         |         |        |         |   |   |   |   |          |         |         |         |  
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | ------------------------------------------------------- | -------- | ------- | ------- | ------- | ------------ | ------ | ------------ | ------- | ------- | ------ | ------- | - | - | - | - | -------- | ------- | ------- | ------- | -
|                                               |                                                                                                                                             |                                                                                  |                                                         | American |         |         |         |              |        |             
|                                               |                                                                                                                                             | DCS                                                                              |                                                         | Cellular |         | Parent  |         | Eliminations |        | Consolidated
|                                               |                                                                                                                                             |                                                                                  |                                                         |          |         |         |         |              |        |             
|                                               |                                                                                                                                             |                                                                                 
|                                               |                                                                                                                                             | ($ in thousands)                                                                
|                                               |                                                                                                                                             | (Unaudited)                                                                     
|CASH FLOWS FROM OPERATING ACTIVITIES:          |                                                                                                                                             |                                                                                  |                                                         |          |         |         |         |              |        |              |         |         |        |         |   |   |   |   |          |        
|                                               | Income (loss) from continuing operations                                                                                                    |                                                                                  | $                                                       | 9,536    |         |         | $       | (14,864      | )      |              | $       | (23,844 | )      |         | $ |  |   |   | $        | (29,172 | )      
|                                               | Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities, net of effects
    of acquisitions  |                                                                                  |                                                         |          |         |         |         |              |        |              |         |         |        |         |   |   |   |   |          |         |        
|                                               |                                                                                                                                             | Depreciation and amortization                                                    |                                                         |          | 50,934  |         |         |              | 41,149 |              |         |         |       |         |   |   |  |   |          |         | 92,083  |        
|                                               |                                                                                                                                             | Amortization of bond premium and financing costs                                 |                                                         |          | 1,172   |         |         |              | 1,609  |              |         |         | 1,207  |         |   |   |  |   |          |         | 3,988   |        
|                                               |                                                                                                                                             | Deferred income taxes, net                                                       |                                                         |          | 5,338   |         |         |              | (9,469 | )            |         |         | (4,237 | )       |   |   |  |   |          |         | (8,368  | )      
|                                               |                                                                                                                                             | Noncash mandatorily redeemable preferred stock
    dividends                     |                                                         |          |        |         |         |              |       |              |         |         | 6,598  |         |   |   |  |   |          |         | 6,598   |        
|                                               |                                                                                                                                             | Gain on redemption and repurchases of mandatorily
    redeemable preferred stock |                                                         |          |        |         |         |              |       |              |         |         | (5,068 | )       |   |   |  |   |          |         | (5,068  | )      
|                                               |                                                                                                                                             | (Gain) loss on disposition of assets, net                                        |                                                         |          | (7      | )       |         |              | 27     |              |         |         |       |         |   |   |  |   |          |         | 20      |        
|                                               |                                                                                                                                             | Non-cash portion of extinguishment of debt                                       |                                                         |          | 7       |         |         |              |       |              |         |         | 1,093  |         |   |   |  |   |          |         | 1,100   |        
|                                               |                                                                                                                                             | Cash used in operating activities of discontinued
    operations                 |                                                         |          | (816    | )       |         |              |       |              |         |         |       |         |   |   |  |   |          |         | (816    | )      
|                                               |                                                                                                                                             | Minority interests in income of subsidiaries                                     |                                                         |          | 2,002   |         |         |              |       |              |         |         |       |         |   |   |  |   |          |         | 2,002   |        
|                                               |                                                                                                                                             | Other operating activities                                                       |                                                         |          | 194     |         |         |              |       |              |         |         |       |         |   |   |  |   |          |         | 194     |        
|                                               | Changes in current assets and
    liabilities                                                                                              |                                                                                  |                                                         |          |         |         |         |              |        |              |         |         |        |         |   |   |   |   |          |         |        
|                                               |                                                                                                                                             | Accounts receivable                                                              |                                                         |          | 1,031   |         |         |              | 4,647  |              |         |         |       |         |   |   |  |   |          |         | 5,678   |        
|                                               |                                                                                                                                             | Inventory                                                                        |                                                         |          | (3,101  | )       |         |              | (3,088 | )            |         |         |       |         |   |   |  |   |          |         | (6,189  | )      
|                                               |                                                                                                                                             | Prepaid expenses and other                                                       |                                                         |          | (6,190  | )       |         |              | (832   | )            |         |         | 10     |         |   |   |  |   |          |         | (7,012  | )      
|                                               |                                                                                                                                             | Accounts payable                                                                 |                                                         |          | (15,008 | )       |         |              | (5,458 | )            |         |         |       |         |   |   |  |   |          |         | (20,466 | )      
|                                               |                                                                                                                                             | Accrued expenses                                                                 |                                                         |          | (2,130  | )       |         |              | 2,304  |              |         |         | (2,333 | )       |   |   |  |   |          |         | (2,159  | )      
|                                               |                                                                                                                                             | Deferred revenue and customer deposits                                           |                                                         |          | 294     |         |         |              | (782   | )            |         |         | (7     | )       |   |   |  |   |          |         | (495    | )      
|                                               |                                                                                                                                             |                                                                                  |                                                         |          |         |         |         |              |        |              |         |         |        |         |   |   |   |   |          |        
|                                               |                                                                                                                                             |                                                                                  | Net cash provided by (used in) operating
    activities |          |         | 43,256  |         |              |        | 15,243       |         |         |        | (26,581 | ) |   |   |  |          |         |         | 31,918  |  
|                                               |                                                                                                                                             |                                                                                  |                                                         |          |         |         |         |              |        |              |         |         |        |         |   |   |   |   |          |        
|CASH FLOWS FROM INVESTING ACTIVITIES:          |                                                                                                                                             |                                                                                  |                                                         |          |         |         |         |              |        |              |         |         |        |         |   |   |   |   |          |        
|                                               | Capital expenditures                                                                                                                        |                                                                                  |                                                         | (62,722  | )       |         |         | (26,161      | )      |              |         |        |        |         |   |  |   |   |          | (88,883 | )      
|                                               | Purchase of selected wireless licenses and
    properties                                                                                   |                                                                                  |                                                         | (29,416  | )       |         |         |             |        |              |         |        |        |         |   |  |   |   |          | (29,416 | )      
|                                               | Receipt of funds held in escrow for contingencies
    on sold assets                                                                        |                                                                                  |                                                         | 7,185    |         |         |         | 4,169        |        |              |         |        |        |         |   |  |   |   |          | 11,354  |        
|                                               | Cash used in investing activities from
    discontinued operations                                                                          |                                                                                  |                                                         | (140     | )       |         |         |             |        |              |         |        |        |         |   |  |   |   |          | (140    | )      
|                                               | Cash received from exchange of assets                                                                                                       |                                                                                  |                                                         | 21,978   |         |         |         |             |        |              |         |        |        |         |   |  |   |   |          | 21,978  |        
|                                               | (Increase) decrease in receivable-affiliates                                                                                                |                                                                                  |                                                         | (22,379  | )       |         |         | (5,463       | )      |              |         | 27,842  |        |         |   |  |   |   |          |        |        
|                                               | Other investing activities                                                                                                                  |                                                                                  |                                                         | 1,027    |         |         |         | 2            |        |              |         | (19     | )      |         |   |  |   |   |          | 1,010   |        
|                                               |                                                                                                                                             |                                                                                  |                                                         |          |         |         |         |              |        |              |         |         |        |         |   |   |   |   |          |        
|                                               |                                                                                                                                             |                                                                                  | Net cash (used in) provided by investing
    activities |          |         | (84,467 | )       |              |        | (27,453      | )       |         |        | 27,823  |   |   |   |  |          |         |         | (84,097 | )
|                                               |                                                                                                                                             |                                                                                  |                                                         |          |         |         |         |              |        |              |         |         |        |         |   |   |   |   |          |        
|CASH FLOWS FROM FINANCING ACTIVITIES:          |                                                                                                                                             |                                                                                  |                                                         |          |         |         |         |              |        |              |         |         |        |         |   |   |   |   |          |        
|                                               | Proceeds from long-term debt                                                                                                                |                                                                                  |                                                         | 28,000   |         |         |         |             |        |              |         |        |        |         |   |  |   |   |          | 28,000  |        
|                                               | Repayments and purchases of long-term debt                                                                                                  |                                                                                  |                                                         | (7,995   | )       |         |         |             |        |              |         | (55,500 | )      |         |   |  |   |   |          | (63,495 | )      
|                                               | Preferred stock dividends paid                                                                                                              |                                                                                  |                                                         |         |         |         |         |             |        |              |         | (3,676  | )      |         |   |  |   |   |          | (3,676  | )      
|                                               | Distributions to minority interest holders                                                                                                  |                                                                                  |                                                         | (2,896   | )       |         |         |             |        |              |         |        |        |         |   |  |   |   |          | (2,896  | )      
|                                               | Redemption and repurchase of exchangeable
    preferred stock                                                                               |                                                                                  |                                                         |         |         |         |         |             |        |              |         | (12,835 | )      |         |   |  |   |   |          | (12,835 | )      
|                                               | Investment in subsidiary                                                                                                                    |                                                                                  |                                                         | (2,300   | )       |         |         |             |        |              |         | 2,300   |        |         |   |  |   |   |          |        |        
|                                               | Other financing activities                                                                                                                  |                                                                                  |                                                         | (1,482   | )       |         |         | (60          | )      |              |         | 9       |        |         |   |  |   |   |          | (1,533  | )      
|                                               |                                                                                                                                             |                                                                                  |                                                         |          |         |         |         |              |        |              |         |         |        |         |   |   |   |   |          |        
|                                               |                                                                                                                                             |                                                                                  | Net cash provided by (used in) financing
    activities |          |         | 13,327  |         |              |        | (60          | )       |         |        | (69,702 | ) |   |   |  |          |         |         | (56,435 | )
|                                               |                                                                                                                                             |                                                                                  |                                                         |          |         |         |         |              |        |              |         |         |        |         |   |   |   |   |          |        
|NET DECREASE IN CASH AND CASH EQUIVALENTS      |                                                                                                                                             |                                                                                  | (27,884                                                 | )        |         |         | (12,270 | )            |        |              | (68,460 | )       |        |         |  |   |   |   | (108,614 | )      
|CASH AND CASH EQUIVALENTS, beginning of period |                                                                                                                                             |                                                                                  | 59,387                                                  |          |         |         | 27,505  |              |        |              | 121,347 |         |        |         |  |   |   |   | 208,239  |        
|                                               |                                                                                                                                             |                                                                                  |                                                         |          |         |         |         |              |        |              |         |         |        |         |   |   |   |   |          |        
|CASH AND CASH EQUIVALENTS, end of period       |                                                                                                                                             | $                                                                                | 31,503                                                  |          |         | $       | 15,235  |              |        | $            | 52,887  |         |        | $       |  |   |   | $ | 99,625   |        
|                                               |                                                                                                                                             |                                                                                  |                                                         |          |         |         |         |              |        |              |         |         |        |         |   |   |   |   |          |        

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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)





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

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

OVERVIEW

Dobson
Communications.We are one of the
largest providers of rural and suburban wireless communications
systems in the United States. We began providing wireless
telephone services in 1990 in Oklahoma and the Texas Panhandle.
We have rapidly expanded our wireless operations with an
acquisition strategy targeting underdeveloped rural and suburban
areas, which we believe have a significant number of potential
customers with substantial needs for wireless communications.

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

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

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

On August 8, 2003, American Cellular and ACC
Escrow Corp., our newly formed, wholly-owned, indirect
subsidiary, completed an offering of $900.0 million
aggregate principal amount of 10.0% senior notes due 2011.
The senior notes were issued at par and were assumed by American
Cellular when ACC Escrow Corp. merged into American Cellular as
part of the restructuring. The net proceeds from the offering
were used to fully repay American Cellulars existing bank
credit facility and to pay expenses of the restructuring.

American Cellular will file with the Securities
and Exchange Commission a Quarterly Report on Form 10-Q as
of June 30, 2004. While we provide you with much of
American Cellulars financial and operational information,
we refer you to American Cellulars Quarterly Report for
American Cellulars financial and operational results.

ACQUISITIONS AND DISCONTINUED
OPERATIONS

Acquisition of NPI.On June 15, 2004, we acquired certain assets of NPI for
approximately $29.4 million. NPI owns PCS licenses covering
a total population of 1.2 million. The acquired GSM network
currently covers a total population of 1.0 million in
northern Michigan, however, the addition of NPIs markets
only broadened our market coverage by an additional population
of 646,500.

Maryland/Michigan
Swap.On February 17, 2004, we
transferred our Maryland RSA 2 wireless property to
Cingular Wireless in exchange for Cingular Wireless
Michigan RSA 5 wireless property,

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$22.0 million in cash and its one-percent
ownership interests in Texas RSA 2 and Oklahoma RSAs 5 and
7. We are the majority owner of these three markets. As a result
of a definitive agreement that was entered into prior to
December 31, 2003 and closed on February 17, 2004, we
have reclassified our historical financial statements to reflect
the operations of our Maryland RSA 2 property as a
discontinued operation.


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

CRITICAL ACCOUNTING POLICIES AND
PRACTICES

We prepare our consolidated financial statements
in accordance with general accepted accounting principles
(GAAP). Our significant accounting polices are
discussed in detail in our Managements Discussion and Analysis
and in Note 2 to the consolidated financial statements,
both included in our Annual Report on Form 10-K for the
year ended December 31, 2003.

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

RESULTS OF OPERATIONS

The following table summarizes our key operating
data for the periods indicated:

|                                                  |  |                    |            |                  |  |      |           |      |  |   |            |   |  |   |           |  
|------------------------------------------------- |  | ------------------ | ---------- | ---------------- |  | ---- | --------- | ---- |  | - | ---------- | - |  | - | --------- | -
|                                                  |  |                    |            |                 
|                                                  |  | Three Months Ended |            | Six Months Ended
|                                                  |  | June 30,           |            | June 30,        
|                                                  |  |                    |            |                 
|                                                  |  | 2004               |            | 2003             |  | 2004 |           | 2003
|                                                  |  |                    |            |                  |  |      |           |     
|Market population(1)                              |  |                    | 11,436,800 |                  |  |      | 5,623,900 |      |  |   | 11,436,800 |   |  |   | 5,623,900 |  
|Ending subscribers                                |  |                    | 1,607,500  |                  |  |      | 828,500   |      |  |   | 1,607,500  |   |  |   | 828,500   |  
|Market penetration(2)                             |  |                    | 14.1       | %                |  |      | 14.7      | %    |  |   | 14.1       | % |  |   | 14.7      | %
|Gross subscriber additions                        |  |                    | 107,000    |                  |  |      | 48,200    |      |  |   | 206,600    |   |  |   | 95,000    |  
|Average subscribers                               |  |                    | 1,576,300  |                  |  |      | 706,700   |      |  |   | 1,568,200  |   |  |   | 700,300   |  
|Average monthly service revenue per subscriber(3) |  | $                  | 40.03      |                  |  | $    | 41.99     |      |  | $ | 39.43      |   |  | $ | 40.89     |  
|Post-paid churn(4)                                |  |                    | 1.7        | %                |  |      | 1.4       | %    |  |   | 1.8        | % |  |   | 1.5       | %



---



|    |                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Represents the population in our licensed areas,
    or POPs, for the period indicated and is based upon the Claritas
    2000 Bureau of Census results, adjusted to exclude those
    portions of our rural service areas, or RSAs, and metropolitan
    service areas, or MSAs, not covered by our licenses.
|   
|(2) | Market penetration is calculated by dividing
    ending subscribers by market population.                                                                                                                                                                                                                     
|   
|(3) | Average monthly service revenue per subscriber is
    calculated by dividing service revenue by average subscribers
    and dividing by the number of months in the period. We exclude
    roaming revenue from this calculation, since roaming revenue is
    not derived from our subscribers.              
|   
|(4) | Post-paid churn represents the percentage of the
    post-paid subscribers which deactivate service each month. The
    calculation divides the total post-paid deactivations during the
    period by the average post-paid subscribers for the period.                                                      

Subscribers

Our subscriber base contains three types of
subscribers; post-paid, reseller and pre-paid. At June 30,
2004, post-paid subscribers accounted for 92.1% of our
subscriber base. These subscribers pay a monthly

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access fee for a wireless service plan that
generally includes a fixed amount of minutes and certain service
features. In addition to the monthly access fee, these
subscribers are typically billed in arrears for long-distance
charges, roaming charges and rate plan overages. Our reseller
subscribers are similar to our post-paid subscribers in that
they pay monthly fees to utilize our network and services.
However, these subscribers are billed by a third party
(reseller), who has effectively resold our service to the end
user (subscriber). We in turn bill the third party
(reseller) for the monthly usage of the end user
(subscriber). At June 30, 2004, the reseller base accounted
for 5.1% of our total subscriber base. Our pre-paid subscribers,
which at June 30, 2004, accounted for 2.8% of our
subscriber base, are subscribers that pre-pay for an agreed upon
amount of usage.


We have experienced a decline in our gross
subscriber additions as a result of increased competition
attributable to an accelerating pace of improvements in quality
of digital technology, and increased products offered to the
consumer. Many of our competitors already provide market
enhanced data services, such as single carrier radio
transmission technology, or 1XRTT. However, we recently
completed the process of upgrading our network to GSM, General
Packet Radio Service, or GPRS, and Enhanced Data for GSM
Evolution, or EDGE, and have begun to experience improvement in
gross subscriber additions. We expect to see our gross
subscriber additions increase during the remainder of 2004, as a
result of new services that will be available with
GSM/GPRS/EDGE. Total gross subscriber additions from our
operations were 107,000 for the three months ended June 30,
2004, and 206,600 for the six months ended June 30, 2004.
This included 59,400 and 110,800, respectively from our recent
acquisitions. Therefore, total gross subscriber additions from
our non-acquisition markets of 47,600 and 95,800 for the three
and six months ended June 30, 2004, are comparable to
48,200 and 95,000 for the three and six months ended
June 30, 2003.

Revenue

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

We derive service revenue by providing wireless
services to our subscribers. The wireless industry has
experienced declining average revenue per minute as competition
among wireless service providers has led to reductions in rates
for airtime. These declines have generally been offset by
significant increases in average minutes-of-use per subscriber.
As a result, our average monthly service revenue per subscriber
has decreased for the three months ended June 30, 2004,
compared to the three months ended June 30, 2003 and has
decreased for the six months ended June 30, 2004, compared
to the six months ended June 30, 2003. We believe there is
an opportunity in the remainder of 2004 for our average monthly
service revenue per subscriber to increase from current levels
primarily due to additional voice and data services available
through our GSM/GPRS/EDGE network.

We derive roaming revenue by providing service to
subscribers of other wireless providers when those subscribers
roam into our markets and use our systems to carry
their calls. Roaming revenue has traditionally had higher
margins than revenues from our subscribers. We achieve these
higher margins because we incur relatively lower incremental
costs related to network operations, billing, customer service
and collections in servicing roaming customers as compared to
our home subscribers. However, our roaming margins are declining
and are becoming more comparable to margins from our subscribers
due to increased market pressures and competition among wireless
providers resulting in reduced rates. Our roaming yield (roaming
revenue, which includes airtime, toll charges and surcharges,
divided by roaming minutes-of-use) was $0.14 for the three
months ended June 30, 2004, $0.23 for the three months
ended June 30, 2003, $0.14 for the six months ended
June 30, 2004 and $0.23 for the six months ended
June 30, 2003. Even though our significant roaming
contracts provide for decreasing rates over time, we believe
these roaming contracts are beneficial because they secure
existing traffic and provide opportunity for a continuing
increase in traffic volumes. Roaming revenue tends to be
impacted by seasonality. Historically, we have experienced
higher roaming minutes-of-use and related roaming revenue during
the second and third quarters of each year, as users tend to
travel more and, therefore, use their wireless phones more,
during the spring and summer months.

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

Costs and Expenses

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

Our cost of service consists primarily of costs
we incur to operate and maintain our facilities utilized in
providing service to customers and amounts paid to third-party
wireless providers for providing service to our subscribers when
our subscribers roam into their markets, referred to as
roaming costs. Consistent with the trend of
declining roaming revenue per minute, our roaming expense per
minute has declined as well.

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

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

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

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



| |                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------
| | Results of Operations for the Three Months
    Ended June 30, 2004 Compared to Three Months Ended
    June 30, 2003

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

Operating revenue.For the three months ended June 30, 2004, our total
operating revenue increased $108.9 million, or 75.9%, to
$252.4 million from $143.5 million for the comparable
period in 2003. The following table sets forth the components of
our operating revenue for the periods indicated:

|                  |       |                             |         |            |  |        |       |            |  |   |        |         |  |  |       |        | 
|----------------- | ----- | --------------------------- | ------- | ---------- |  | ------ | ----- | ---------- |  | - | ------ | ------- |  |  | ----- | ------ | 
|                  |       |                            
|                  |       | Three Months Ended June 30,
|                  |       |                            
|                  |       |                             |         |           
|                  |       | 2004                        |         | 2003      
|                  |       |                             |         |           
|                  |       | Amount                      |         | Percentage |  | Amount |       | Percentage
|                  |       |                             |         |            |  |        |       |           
|                  |       |                            
|                  |       | ($ in thousands)           
|Service revenue   |       | $                           | 189,288 |            |  |        | 75.0% |            |  | $ | 89,022 |         |  |  | 62.0% |       
|Roaming revenue   |       |                             | 50,606  |            |  |        | 20.1% |            |  |   | 48,427 |         |  |  | 33.8% |       
|Equipment revenue |       |                             | 11,891  |            |  |        | 4.7%  |            |  |   | 4,302  |         |  |  | 3.0%  |       
|Other revenue     |       |                             | 578     |            |  |        | 0.2%  |            |  |   | 1,726  |         |  |  | 1.2%  |       
|                  |       |                             |         |            |  |        |       |            |  |   |        |         |  |  |       |       
|                  | Total |                             | $       | 252,363    |  |        |       | 100.0%     |  |   | $      | 143,477 |  |  |       | 100.0% | 
|                  |       |                             |         |            |  |        |       |            |  |   |        |         |  |  |       |       

For the three months ended June 30, 2004,
our service revenue increased $100.3 million, or 112.6%, to
$189.3 million from $89.0 million for the three months
ended June 30, 2003. This increase was primarily
attributable to our acquisitions of American Cellular on
August 19, 2003, the two Alaska properties we acquired on
June 17, 2003, the Michigan 5 property we acquired on
February 17, 2004 and the NPI markets we acquired on
June 15, 2004, which we refer to, collectively, as the
acquisitions. The acquisitions accounted for $102.9 million
of our service revenue for the three months ended June 30,
2004, and $3.2 million of our

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service revenue for the three months ended
June 30, 2003. Before giving effect to the acquisitions,
our service revenue increased slightly by $0.6 million.
This is due to a slight increase in customers, offset by a
decline in average monthly service revenue per subscribers. Our
average subscriber base in our non-acquisition markets increased
3.4%, to 709,000, for the three months ended June 30, 2004,
from 685,600, for the three months ended June 30, 2003.


For the three months ended June 30, 2004,
our roaming revenue increased $2.2 million, or 4.5%, to
$50.6 million from $48.4 million for the three months
ended June 30, 2003. The acquisitions accounted for
$23.5 million of our roaming revenue for the three months
ended June 30, 2004 and $0.6 million of our roaming
revenue for the three months ended June 30, 2003. Before
giving effect to the acquisitions, our roaming revenue decreased
$20.7 million. This is a result of a 38.4% decline in our
roaming revenue per minute-of-use in our non-acquisition markets
as contractual rates decreased during 2003, and a slight
decrease in roaming minutes in our non-acquisition markets.

For the three months ended June 30, 2004,
our equipment revenue increased $7.6 million, or 176.4%, to
$11.9 million from $4.3 million for the three months
ended June 30, 2003. The acquisitions accounted for
$6.7 million of our equipment revenue for the three months
ended June 30, 2004 and $0.2 million of our equipment
revenue for the three months ended June 30, 2003. Before
giving effect to the acquisitions, our equipment revenue
increased $1.1 million. This increase in equipment revenue
is primarily a result of increased purchases of new handsets due
to an increase in the number of customers upgrading to new rate
plans, including our new GSM rate plans.

For the three months ended June 30, 2004,
our other revenue decreased $1.1 million, or 66.5%, to
$0.6 million from $1.7 million for the three months
ended June 30, 2003. The acquisitions accounted for
$0.4 million of our other revenue for the three months
ended June 30, 2004. Before giving effect to the
acquisitions, our other revenue decreased $1.5 million.
This decline in revenue is primarily due to the elimination of
amounts charged to our previously unconsolidated affiliates for
the use of shared assets, offset by an increase in rental
revenue.

Cost of service.For
the three months ended June 30, 2004, our total cost of
service increased $28.5 million, or 85.2%, to
$62.0 million from $33.5 million for the comparable
period in 2003. The acquisitions accounted for
$30.3 million of our cost of service for the three months
ended June 30, 2004 and $1.5 million of our cost of
service for the three months ended June 30, 2003. Before
giving effect to the acquisitions, our cost of service decreased
$0.3 million. The following table sets forth the components
of our cost of service for the periods indicated:

|                      |  |                             |        |            |  |        |        |            |  |   |        |  |  |  |        | 
|--------------------- |  | --------------------------- | ------ | ---------- |  | ------ | ------ | ---------- |  | - | ------ |  |  |  | ------ | 
|                      |  |                            
|                      |  | Three Months Ended June 30,
|                      |  |                            
|                      |  |                             |        |           
|                      |  | 2004                        |        | 2003      
|                      |  |                             |        |           
|                      |  | Amount                      |        | Percentage |  | Amount |        | Percentage
|                      |  |                             |        |            |  |        |        |           
|                      |  |                            
|                      |  | ($ in thousands)           
|Network costs         |  | $                           | 41,694 |            |  |        | 67.3%  |            |  | $ | 19,207 |  |  |  | 57.4%  | 
|Roaming costs         |  |                             | 20,278 |            |  |        | 32.7%  |            |  |   | 14,261 |  |  |  | 42.6%  | 
|                      |  |                             |        |            |  |        |        |            |  |   |        |  |  |  |        | 
|Total cost of service |  | $                           | 61,972 |            |  |        | 100.0% |            |  | $ | 33,468 |  |  |  | 100.0% | 
|                      |  |                             |        |            |  |        |        |            |  |   |        |  |  |  |        | 

For the three months ended June 30, 2004,
our network costs, which are the costs we incur in operating our
wireless network and providing service to our customers,
increased $22.5 million, or 117.1%, to $41.7 million
from $19.2 million for the comparable period in 2003. The
acquisitions accounted for $20.0 million of our network
costs for the three months ended June 30, 2004, and
$0.7 million of our network costs for the three months
ended June 30, 2003. Before giving effect to the
acquisitions, our network costs increased $3.2 million.
This increase is primarily a result of adding new circuits and
cell sites related to our new GSM network.

For the three months ended June 30, 2004,
our roaming costs increased by $6.0 million, or 42.2%, to
$20.3 million from $14.3 million compared to the same
period in 2003. The acquisitions accounted for
$10.3 million of our roaming costs for the three months
ended June 30, 2004, and $0.8 million of our roaming

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costs for the three months ended June 30,
2003. Before giving effect to the acquisitions, our roaming
costs declined $3.5 million. This decline is primarily a
result of a 35.2% decrease in roaming costs per minute-of-use in
our non-acquisition markets as contractual rates decreased
during 2004, offset by an 6.2% increase in the minutes used by
our customers on third-party wireless providers networks,
in our non-acquisition markets.


Cost of equipment.For the three months ended June 30, 2004, our cost of
equipment increased $18.5 million, or 195.2%, to
$27.9 million from $9.4 million compared to the same
period in 2003. The acquisitions accounted for
$14.8 million of our cost of equipment for the three months
ended June 30, 2004 and $0.2 million of our cost of
equipment for the three months ended June 30, 2003. Before
giving effect to the acquisitions, our cost of equipment
increased $3.9 million. This increase in cost of equipment
is due to an increase in the average cost of handsets sold to
customers, along with increased purchases of new handsets due to
an increase in the number of customers upgrading to new rate
plans, including our new GSM rate plans.

Marketing and selling
costs.For the three months ended
June 30, 2004, our marketing and selling costs increased
$19.7 million, or 140.5%, to $33.8 million from
$14.1 million for the three months ended June 30,
2003. The acquisitions accounted for $17.5 million of our
marketing and selling costs for the three months ended
June 30, 2004 and $0.4 million of our marketing and
selling costs for the three months ended June 30, 2003.
Before giving effect to the acquisitions, our marketing and
selling costs increased $2.6 million. This is primarily due
to increased spending on advertising to launch our new GSM rate
plans.

General and administrative
costs.For the three months ended
June 30, 2004, our general and administrative costs
increased $27.1 million, or 169.3%, to $43.1 million
from $16.0 million for the three months ended June 30,
2003. The acquisitions accounted for $25.2 million of our
general and administrative costs for the three months ended
June 30, 2004 and $0.3 million of our general and
administrative costs for the three months ended June 30,
2003. Before giving effect to the acquisitions, our general and
administrative costs increased $2.2 million. This increase
is a result of increased infrastructure costs such as customer
service, billing, and administrative costs as a result of the
overall growth of our business.

Depreciation and amortization
expense.For the three months ended
June 30, 2004, our depreciation and amortization expense
increased $25.3 million, or 118.7%, to $46.6 million
from $21.3 million for 2003. The acquisitions accounted for
$23.6 million of our depreciation and amortization expense
for the three months ended June 30, 2004, and
$0.2 million of our depreciation and amortization expense
for the three months ended June 30, 2003. Before giving
effect to the acquisitions, our depreciation and amortization
expense increased $1.9 million. This increase in
depreciation and amortization expense in our non-acquisition
markets is a result of additional depreciation on fixed assets
acquired or constructed in 2003 and the first six months of 2004.

Interest expense.For the three months ended June 30, 2004, our interest
expense increased $29.3 million, or 125.1%, to
$52.8 million from $23.5 million for the three months
ended June 30, 2003. This is primarily due to increased
long-term debt related to our acquisition of American Cellular.

Redemptions and repurchase of, and dividends
on, preferred stock.For the three
months ended June 30, 2004, dividends on our preferred
stock are represented as both a financing expense, included in
our net (loss) income, and as an item below our net (loss)
income. For the three months ended June 30, 2003, dividends
on our preferred stock are reflected only in our net (loss)
income applicable to common shareholders. This change in
presentation is the result of implementing
SFAS No. 150 during 2003, which requires dividends on
mandatorily redeemable preferred stock and any gains or losses
from redemption and

23



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##### Table of Contents



repurchases of mandatorily redeemable preferred
stock to be reflected as a financing expense included in net
(loss) income for periods beginning after June 15, 2003.
Thus, our income statement includes the following:


|                                                                       |                                                             |                    |   |        |   |  |   |         |  
|---------------------------------------------------------------------- | ----------------------------------------------------------- | ------------------ | - | ------ | - |  | - | ------- | -
|                                                                       |                                                             |                   
|                                                                       |                                                             | Three Months Ended
|                                                                       |                                                             | June 30,          
|                                                                       |                                                             |                   
|                                                                       |                                                             | 2004               |   | 2003  
|                                                                       |                                                             |                    |   |       
|                                                                       |                                                             |                   
|                                                                       |                                                             | ($ in thousands)  
|Financing expense (above net (loss) income):                           |                                                             |                    |   |        |   |  |   |        
|                                                                       | Gain from redemption and repurchased of preferred
    stock |                    | $ | 5,069  |   |  | $ |        |  
|                                                                       | Dividends on mandatorily redeemable preferred
    stock     |                    |   | (8,289 | ) |  |   |        |  
|Items applicable to common shareholders (below
    net (loss) income): |                                                             |                    |   |        |   |  |   |        
|                                                                       | Dividends on preferred stock                                |                    |   | (1,858 | ) |  |   | (20,013 | )
|                                                                       | Gain from redemption and repurchased of preferred
    stock |                    |   |       |   |  |   | 194,696 |  

Although our dividends on preferred stock are in
two separate line items for the three months ended June 30,
2004, they totaled $10.1 million, on a combined basis,
which compares to $20.0 million for the three months ended
June 30, 2003. This decrease in dividends of
$9.9 million is the result of the reduction in the number
of shares of our preferred stock outstanding due to redemptions
and repurchases of our preferred stock during 2003 and 2004.

During the three months ended June 30, 2004,
we repurchased a total of 14,816 shares of our
12.25% senior exchangeable preferred stock and
3,475 shares of our 13% senior exchangeable preferred
stock for $12.8 million. These repurchases resulted in a
gain from redemption and repurchases of preferred stock totaling
$5.1 million. The gain from redemption and repurchases of
preferred stock has been included in our loss from continuing
operations.

During the three months ended June 30, 2003,
prior to the adoption of SFAS No. 150, AT&T
Wireless transferred to us all of our Series AA preferred
stock, which had a fair value that was substantially lower than
our carrying value, thus resulting in a gain from redemption of
preferred stock of $194.7 million

Other income, net.For the three months ended June 30, 2004, our other income
decreased by $2.3 million, or 83.4%, to $0.4 million
from $2.7 million for the three months ended June 30,
2003, primarily due to a decrease in interest income due to
lower interest rates.

Minority interests in income of
subsidiaries.For the three months
ended June 30, 2004, our minority interests in income of
subsidiaries decreased $0.7 million, or 40.7%, to
$1.1 million from $1.8 million in 2003. This decrease
was attributable to the decreased income earned from our
subsidiaries in markets in which we do not own a 100% interest.

Discontinued
operations.For the three months ended
June 30, 2003, we had income from discontinued operations
(including the gain on the sale) of $33.2 million. Our
discontinued operations during 2003 include both the California
properties included in the swap with AT&T Wireless and the
Maryland properties included in the swap with Cingular Wireless.

Net (loss) income.For the three months ended June 30, 2004, our net loss was
$14.0 million. Our net income decreased $63.7 million,
from net income of $49.7 million for the three months ended
June 30, 2003. The decrease in our net income was primarily
attributable to our increase in interest expense, our dividends
on mandatorily redeemable preferred stock for the three months
ended June 30, 2004, and the income from discontinued
operations (including the gain on the sale) of
$33.2 million for the three months ended June 30, 2003.

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##### Table of Contents





| |                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------
| | Results of Operations for the Six Months Ended
    June 30, 2004 Compared to Six Months Ended June 30,
    2003

Operating revenue.For the six months ended June 30, 2004, our total operating
revenue increased $213.8 million, or 78.5%, to
$486.2 million from $272.4 million for the comparable
period in 2003. The following table sets forth the components of
our operating revenue for the periods indicated:

|                  |       |                           |         |            |  |        |       |            |  |   |         |         |  |  |       |        | 
|----------------- | ----- | ------------------------- | ------- | ---------- |  | ------ | ----- | ---------- |  | - | ------- | ------- |  |  | ----- | ------ | 
|                  |       |                          
|                  |       | Six Months Ended June 30,
|                  |       |                          
|                  |       |                           |         |           
|                  |       | 2004                      |         | 2003      
|                  |       |                           |         |           
|                  |       | Amount                    |         | Percentage |  | Amount |       | Percentage
|                  |       |                           |         |            |  |        |       |           
|                  |       |                          
|                  |       | ($ in thousands)         
|Service revenue   |       | $                         | 370,988 |            |  |        | 76.3% |            |  | $ | 171,808 |         |  |  | 63.1% |       
|Roaming revenue   |       |                           | 92,682  |            |  |        | 19.1% |            |  |   | 89,346  |         |  |  | 32.8% |       
|Equipment revenue |       |                           | 21,266  |            |  |        | 4.4%  |            |  |   | 7,761   |         |  |  | 2.8%  |       
|Other revenue     |       |                           | 1,219   |            |  |        | 0.2%  |            |  |   | 3,454   |         |  |  | 1.3%  |       
|                  |       |                           |         |            |  |        |       |            |  |   |         |         |  |  |       |       
|                  | Total |                           | $       | 486,155    |  |        |       | 100.0%     |  |   | $       | 272,369 |  |  |       | 100.0% | 
|                  |       |                           |         |            |  |        |       |            |  |   |         |         |  |  |       |       

For the six months ended June 30, 2004, our
service revenue increased $199.2 million, or 115.9%, to
$371.0 million from $171.8 million for the six months
ended June 30, 2003. This increase was primarily
attributable to our acquisitions of American Cellular on
August 19, 2003, the two Alaska properties we acquired on
June 17, 2003, the Michigan 5 property we acquired on
February 17, 2004 and the NPI markets we acquired on
June 15, 2004, which we refer to, collectively, as the
acquisitions. The acquisitions accounted for $201.8 million
of our service revenue for the six months ended June 30,
2004 and $3.2 million of our service revenue for the six
months ended June 30, 2003. Before giving effect to the
acquisitions, our service revenue increased slightly by
$0.6 million. This is due to a slight increase in
customers, offset by a decline in average monthly service
revenue per subscribers. Our average subscriber base in our
non-acquisition markets increased 4.3%, to 708,400, for the six
months ended June 30, 2004, from 679,200, for the six
months ended June 30, 2003.

For the six months ended June 30, 2004, our
roaming revenue increased $3.4 million, or 3.7%, to
$92.7 million from $89.3 million for the six months
ended June 30, 2003. The acquisitions accounted for
$42.4 million of our roaming revenue for the six months
ended June 30, 2004, and $0.6 million of our roaming
revenue for the six months ended June 30, 2003. Before
giving effect to the acquisitions, our roaming revenue decreased
$38.4 million. This is a result of a 40.5% decline in our
roaming revenue per minute-of-use in our non-acquisition markets
as contractual rates decreased during 2003, and a slight
decrease in roaming minutes in our non-acquisition markets.

For the six months ended June 30, 2004, our
equipment revenue increased $13.5 million, or 174.0%, to
$21.3 million from $7.8 million for the six months
ended June 30, 2003. The acquisitions accounted for
$11.8 million of our equipment revenue for the six months
ended June 30, 2004 and $0.2 million of our equipment
revenue for the six months ended June 30, 2003. Before
giving effect to the acquisitions, our equipment revenue
increased $1.9 million. This increase in equipment revenue
is primarily a result of increased purchases of new handsets due
to an increase in the number of customers upgrading to new rate
plans, including our new GSM rate plans.

For the six months ended June 30, 2004, our
other revenue decreased $2.3 million, or 64.7%, to
$1.2 million from $3.5 million for the six months
ended June 30, 2003. The acquisitions accounted for
$0.8 million of our other revenue for the six months ended
June 30, 2004. Before giving effect to the acquisitions,
our other revenue decreased $3.1 million. This decline in
revenue is primarily due to the elimination of amounts charged
to our previously unconsolidated affiliates for the use of
shared assets, offset by an increase in rental revenue.

Cost of service.For
the six months ended June 30, 2004, our total cost of
service increased $52.2 million, or 81.5%, to
$116.2 million from $64.0 million for the comparable
period in 2003. The acquisitions accounted for
$58.5 million of our cost of service for the six months
ended June 30, 2004 and

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##### Table of Contents



$1.5 million of our cost of service for the
six months ended June 30, 2003. Before giving effect to the
acquisitions, our cost of service decreased $4.8 million.
The following table sets forth the components of our cost of
service for the periods indicated:


|                      |  |                           |         |            |  |        |        |            |  |   |        |  |  |  |        | 
|--------------------- |  | ------------------------- | ------- | ---------- |  | ------ | ------ | ---------- |  | - | ------ |  |  |  | ------ | 
|                      |  |                          
|                      |  | Six Months Ended June 30,
|                      |  |                          
|                      |  |                           |         |           
|                      |  | 2004                      |         | 2003      
|                      |  |                           |         |           
|                      |  | Amount                    |         | Percentage |  | Amount |        | Percentage
|                      |  |                           |         |            |  |        |        |           
|                      |  |                          
|                      |  | ($ in thousands)         
|Network costs         |  | $                         | 76,280  |            |  |        | 65.7%  |            |  | $ | 37,994 |  |  |  | 59.4%  | 
|Roaming costs         |  |                           | 39,878  |            |  |        | 34.3%  |            |  |   | 26,021 |  |  |  | 40.6%  | 
|                      |  |                           |         |            |  |        |        |            |  |   |        |  |  |  |        | 
|Total cost of service |  | $                         | 116,158 |            |  |        | 100.0% |            |  | $ | 64,015 |  |  |  | 100.0% | 
|                      |  |                           |         |            |  |        |        |            |  |   |        |  |  |  |        | 

For the six months ended June 30, 2004, our
network costs, which are the costs we incurred in operating our
wireless network and providing service to our customers,
increased $38.3 million, or 100.8%, to $76.3 million
from $38.0 million for the comparable period in 2003. The
acquisitions accounted for $38.1 million of our network
costs for the six months ended June 30, 2004 and
$0.7 million of our network costs for the six months ended
June 30, 2003. Before giving effect to the acquisitions,
our network costs increased $0.9 million. This increase is
primarily a result of adding new circuits and cell sites related
to our new GSM network, offset by credits received from certain
of our network service providers and renegotiated lower local
access rates charged to us by third-party providers for use of
local access across the network.

For the six months ended June 30, 2004, our
roaming costs increased by $13.9 million, or 53.3%, to
$39.9 million from $26.0 million compared to the same
period in 2003. The acquisitions accounted for
$20.4 million of our roaming costs for the six months ended
June 30, 2004, and $0.8 million of our roaming costs
for the six months ended June 30, 2003. Before giving
effect to the acquisitions, our roaming costs declined
$5.7 million. This decline is primarily a result of a 31.4%
decrease in roaming costs per minute-of-use in our
non-acquisition markets as contractual rates decreased in 2004,
offset by an 11.9% increase in the minutes used by our customers
on third-party wireless providers networks, in our
non-acquisition markets.

Cost of equipment.For the six months ended June 30, 2004, our cost of
equipment increased $33.5 million, or 186.6%, to
$51.4 million during 2004 from $17.9 million in 2003.
The acquisitions accounted for $26.4 million of our cost of
equipment for the six months ended June 30, 2004, and
$0.2 million of our cost of equipment for the six months
ended June 30, 2003. Before giving effect to the
acquisitions, our cost of equipment increased $7.3 million.
This increase in cost of equipment is due to an increase in the
average cost of handsets sold to customers, along with increased
purchases of new handsets due to an increase in the number of
customers upgrading to new rate plans, including our new GSM
rate plans.

Marketing and selling
costs.For the six months ended
June 30, 2004, our marketing and selling costs increased
$35.7 million, or 131.5%, to $62.9 million from
$27.2 million for the six months ended June 30, 2003.
The acquisitions accounted for $32.4 million of our
marketing and selling costs for the six months ended
June 30, 2004, and $0.4 million of our marketing and
selling costs for the six months ended June 30, 2003.
Before giving effect to the acquisitions, our marketing and
selling costs increased $3.7 million. This is primarily due
to increased spending on advertising to launch our new GSM rate
plans.

General and administrative
costs.For the six months ended
June 30, 2004, our general and administrative costs
increased $54.2 million, or 166.4%, to $86.8 million
from $32.6 million for the six months ended June 30,
2003. The acquisitions accounted for $51.4 million of our
general and administrative costs for the six months ended
June 30, 2004, and $0.3 million of our general and
administrative costs for the six months ended June 30,
2003. Before giving effect to the acquisitions, our general and
administrative costs increased $3.1 million. This increase
is a result of increased infrastructure costs such as customer
service, billing, and administrative costs as a result of the
overall growth of our business.

Depreciation and amortization
expense.For the six months ended
June 30, 2004, our depreciation and amortization expense
increased $50.8 million, or 123.2%, to $92.1 million
from $41.3 million for 2003. The acquisitions accounted for
$46.3 million of our depreciation and amortization expense
for the six months

26



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##### Table of Contents



ended June 30, 2004, and $0.2 million
of our depreciation and amortization expense for the six months
ended June 30, 2003. Before giving effect to the
acquisitions, our depreciation and amortization expense
increased $4.7 million. This increase in our
non-acquisition markets is a result of additional depreciation
on fixed assets acquired or constructed in 2003 and the first
six months of 2004.


Interest expense.For the six months ended June 30, 2004, our interest
expense increased $59.7 million, or 126.2%, to
$107.0 million from $47.3 million for the six months
ended June 30, 2003. This is primarily due to increased
long-term debt related to our acquisition of American Cellular.

Gain from extinguishment of
debt.For the six months ended
June 30, 2004, our gain from extinguishment of debt was
$5.7 million. The gain from extinguishment of debt for the
six months ended June 30, 2004, was due to our repurchase
of $55.5 million principal amount of our 8.875% senior
notes at an aggregate cost of $48.3 million, offset by a
loss on redemption of the remaining Dobson/ Sygnet senior notes.

Redemptions and repurchase of, and dividends
on, preferred stock.For the six
months ended June 30, 2004, dividends on preferred stock
are represented as both a financing expense, included in our net
(loss) income, and as an item below our net (loss) income. For
the six months ended June 30, 2004, dividends on preferred
stock are reflected only in our net (loss) income applicable to
common shareholders. This change in presentation is the result
of implementing SFAS No. 150 during 2003, which
requires dividends on mandatorily redeemable preferred stock and
any gains or losses on redemption and repurchases of mandatorily
redeemable preferred stock to be reflected as a financing
expense included in net (loss) income for periods beginning
after June 15, 2003. Thus, our income statement includes
the following:

|                                                                       |                                                             |                  |   |         |   |  |   |         |  
|---------------------------------------------------------------------- | ----------------------------------------------------------- | ---------------- | - | ------- | - |  | - | ------- | -
|                                                                       |                                                             |                 
|                                                                       |                                                             | Six Months Ended
|                                                                       |                                                             | June 30,        
|                                                                       |                                                             |                 
|                                                                       |                                                             | 2004             |   | 2003   
|                                                                       |                                                             |                  |   |        
|                                                                       |                                                             |                 
|                                                                       |                                                             | ($ in thousands)
|Financing expense (above net (loss) income):                           |                                                             |                  |   |         |   |  |   |        
|                                                                       | Gain from redemption and repurchased of preferred
    stock |                  | $ | 5,069   |   |  | $ |        |  
|                                                                       | Dividends on mandatorily redeemable preferred
    stock     |                  |   | (16,907 | ) |  |   |        |  
|Items applicable to common shareholders (below
    net (loss) income): |                                                             |                  |   |         |   |  |   |        
|                                                                       | Dividends on preferred stock                                |                  |   | (3,717  | ) |  |   | (40,543 | )
|                                                                       | Gain from redemption and repurchased of preferred
    stock |                  |   |        |   |  |   | 218,310 |  

Although our dividends on preferred stock are in
two separate line items for the six months ended June 30,
2004, they totaled $20.6 million on a combined basis, which
compares to $40.5 million for the six months ended
June 30, 2003. This decrease in dividends of
$19.9 million is the result of the reduction in the number
of shares of our preferred stock outstanding due to redemptions
and repurchases of our preferred stock during 2003 and the first
six months of 2004.

During the six months ended June 30, 2004,
we repurchased a total of 14,816 shares of our
12.25% senior exchangeable preferred stock and
3,475 shares of our 13% senior exchangeable preferred
stock for $12.8 million. These repurchases resulted in a
gain from redemption and repurchases of preferred stock totaling
$5.1 million. The gain from redemption and repurchases of
preferred stock has been included in our loss from continuing
operations.

During the six months ended June 30, 2003,
prior to the adoption of SFAS No. 150, we repurchased
a total of 32,707 shares of our 12.25% senior
exchangeable preferred stock and 27,500 shares of our
13% senior exchangeable preferred stock, for an aggregate
purchase price of $36.6 million. This resulted in a gain
from repurchase of preferred stock totaling $23.6 million.
In addition, AT&T Wireless transferred to us all of our
Series AA preferred stock, which had a fair value that was
substantially lower than our carrying value, thus resulting in a
gain on redemption of preferred stock of $194.7 million.
Therefore, our total gain from redemptions and repurchases of
preferred stock prior to adoption of SFAS No. 150 (on
July 1, 2003), was $218.3 million.

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##### Table of Contents



Other income, net.For the six months ended June 30, 2004, our other income
decreased by $2.9 million, or 62.7%, to $1.7 million
from $4.6 million for the six months ended June 30,
2003, primarily due to a decrease in interest income due to
lower interest rates.

Minority interests in income of
subsidiaries.For the six months ended
June 30, 2004, our minority interests in income of
subsidiaries decreased $1.4 million, or 41.2%, to
$2.0 million from $3.4 million in 2003. This decrease
was attributable to the decreased income earned from our
subsidiaries in markets in which we do not own a 100% interest.

Discontinued
operations.For the six months ended
June 30, 2004, we had income from discontinued operations
of $0.4 million compared to income from discontinued
operations (including the gain on the sale) of
$37.9 million for the six months ended June 30, 2003.
Our discontinued operations during 2004 include the Maryland
properties included in the swap with Cingular Wireless, while
our discontinued operations during 2003 include both the
California properties included in the swap with AT&T
Wireless and the Maryland properties included in the swap with
Cingular Wireless.

Net (loss) income.For the six months ended June 30, 2004, our net loss was
$28.7 million. Our net income decreased $93.4 million,
from net income of $64.7 million for the six months ended
June 30, 2003. The decrease in our net income was primarily
attributable to our increase in interest expense, our dividends
on mandatorily redeemable preferred stock for the six months
ended June 30, 2004, and the income from discontinued
operations (including the gain on the sale) of
$37.9 million for the six months ended June 30, 2003.

Liquidity and Capital Resources

We have required, and will likely continue to
require, substantial capital to further develop, expand and
upgrade our wireless systems and those we may acquire. We have
financed our operations through cash flows from operating
activities, and when necessary, bank debt and the sale of debt
and equity securities. Although we cannot provide assurance,
assuming successful implementation of our strategy, including
the continuing development of our wireless systems and
significant and sustained growth in our cash flows, we believe
that borrowings under our DCS credit facility, our cash on hand
and cash flows from operations are expected to be sufficient to
satisfy our currently expected capital expenditures, working
capital and debt service obligations over the next year. Our
bank credit facility requires that we meet certain leverage
ratios. To meet these ratios, we may need to use available cash
to reduce our overall indebtedness by year-end 2004, refinance
the indebtedness under our bank credit facility, or obtain a
waiver of the leverage ratios covenants from our lender banks.
The actual amount and timing of our future capital requirements
may differ materially from our estimates as a result of, among
other things, the demand for our services and the regulatory,
technological and competitive developments that may arise.

We currently expect that we may have to refinance
our debt at its final maturities. Sources of additional
financing may include commercial bank borrowings, vendor
financing and the sale of equity or debt securities. Some or all
of these financing options may not be available to us in the
future, since these resources are dependent upon our financial
performance and condition, along with certain other factors that
are beyond our control, such as, economic events, technological
changes and business trends and developments. Thus, if at any
time financing is not available on acceptable terms, it could
have a materially adverse effect on our business and financial
condition.



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

At June 30, 2004, we had working capital of
$10.8 million, a ratio of current assets to current
liabilities of 1:1 and an unrestricted cash balance of
$99.6 million, which compares to working capital of
$101.6 million, a ratio of current assets to current
liabilities of 1.4:1 and an unrestricted cash balance of
$208.2 million at December 31, 2003. Working capital
has decreased due primarily to our repurchase of
$48.3 million of our 8.875% senior notes during the
first quarter of 2004 and our repurchase of $12.8 million
of our senior exchangeable preferred stock during the second
quarter of 2004.

28



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Our net cash provided by operating activities
totaled $31.9 million for the six months ended
June 30, 2004, compared to $104.7 million for the six
months ended June 30, 2003. The decrease was primarily due
to a decrease in our income from continuing operations, a
decrease in cash provided by discontinued operations, and
changes in our current assets and liabilities, which required
more net cash payments in 2004 than in 2003.

Our net cash used in investing activities totaled
$84.1 million for the six months ended June 30, 2004,
compared to $54.1 million for the six months ended
June 30, 2003. Our net cash used in investing activities
for the six months ended June 30, 2004, primarily relates
to capital expenditures of $88.9 million and the
acquisition of NPI on June 15, 2004, for
$29.4 million, offset by $22.0 million in cash
received from Cingular Wireless as part of our Michigan/Maryland
swap and $11.4 million from receipt of funds held in escrow
for contingencies on previously sold assets. Capital
expenditures for the six months ended June 30, 2003, were
$48.5 million.

Our net cash used in financing activities was
$56.4 million for the six months ended June 30, 2004,
compared to $87.2 million for the six months ended
June 30, 2003. Our financing activity uses for the six
months ended June 30, 2004, consisted primarily of
repayments and repurchases of long-term debt totaling
$63.5 million, redemption and repurchase of preferred stock
of $12.8 million, offset by proceeds from long-term debt of
$28.0 million. Our primary financing activity uses for the
six months ended June 30, 2003, included repayments of
long-term debt totaling $35.2 million, payment of preferred
stock dividends of $10.8 million and the redemption and
repurchase of exchangeable preferred stock of $36.6 million.



| |                                      
| | -------------------------------------
| | Capital Resources and
    Commitments



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

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



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

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

Interest on the DCS credit facility is currently
based on a LIBOR formula plus a spread. At June 30, 2004,
we had $573.9 million outstanding under the term loan of
this credit facility, and we had $122.0 million of the
revolving credit facility available.

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

The DCS credit facility requires scheduled
principal or amortization payments of the term loan facility and
prohibits reductions in commitments under the revolving credit
facility. The term loan facility will amortize 1% per annum
for the first 5.5 years and in equal quarterly installments
for the balance in the final year. The revolving credit facility
is scheduled to mature in April 2009 and the term loan facility
is scheduled to mature in April 2010. However, if we have not
refinanced or repaid our $300 million principal amount of
10.875% senior notes by January 31, 2010, then the
term loan facility will mature on January 31, 2010.

29



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

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



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

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



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



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

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

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



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

On February 28, 2004, our Board of Directors
authorized us to expend up to $50.0 million to repurchase
some of our outstanding 10.875% senior notes and
8.875% senior notes. Through June 30, 2004, we had
repurchased $55.5 million principal amount of our
8.875% senior notes at an aggregate cost of
$48.3 million, excluding accrued interest. These
repurchases resulted in a gain on extinguishment of debt, net of
deferred financing costs, of $6.1 million.

30



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

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

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



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



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

During August 2003, in conjunction with the
American Cellular reorganization, we issued 686,201 shares
of our Series F convertible preferred stock having an
aggregate liquidation preference of $122.5 million and
convertible into a maximum of 14.0 million shares of our
Class A common stock, plus $48.7 million in cash and
44.2 million shares of our Class A common stock to the
former holders of $681.9 million principal amount of
American Cellulars outstanding 9.5% senior
subordinated notes due 2009 and their advisors. Our outstanding
Series F convertible preferred stock had an aggregate
liquidation preference of $122.5 million, plus accrued
dividends, at June 30, 2004.

As of June 30, 2004, we had outstanding
46,181 shares of our 12.25% senior exchangeable
preferred stock with an aggregate liquidation value of
$46.2 million, plus accrued dividends, and
198,898 shares of our 13% senior exchangeable
preferred stock with an aggregate liquidation value of
$199.0 million, plus accrued dividends. Each certificate of
designation for our senior preferred stock contains restrictive
covenants, which may limit our ability to incur indebtedness in
the future. During the six months ended June 30, 2004, we
repurchased a total of 14,816 shares of our
12.25% senior exchangeable preferred stock and
3,475 shares of our 13% senior exchangeable preferred
stock. The preferred stock repurchases totaled
18,291 shares for $12.8 million, all of which were
subsequently canceled. These repurchases resulted in a gain on
redemption and repurchases of preferred stock totaling
$5.1 million. The gain on redemption and repurchases of
preferred stock has been included in our loss from continuing
operations. During the first quarter of 2003, we repurchased a
total of 32,707 shares of our 12.25% senior
exchangeable preferred stock and 27,500 shares of our
13% senior exchangeable preferred stock. The preferred
stock repurchases totaled 60,207 shares for

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$36.6 million, all of which were canceled by
March 31, 2003. These repurchases resulted in a gain on
redemption and repurchase of preferred stock totaling
$23.6 million for the six months ended June 30, 2003.


On June 15, 2004, our Board of Directors
authorized us to expend up to $50.0 million to repurchase
some of our outstanding 12.25% and 13% senior exchangeable
preferred stock. Through August 6, 2004, we had repurchased
a total of 24,291 shares for $17.4 million.



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

In connection with the American Cellular
reorganization, on August 8, 2003, ACC Escrow Corp. (now
American Cellular) completed an offering of $900.0 million
aggregate principal amount of 10.0% senior notes due 2011.
These senior notes were issued at par. On August 19, 2003,
ACC Escrow Corp. was merged into American Cellular, and the net
proceeds from the offering were used to fully repay American
Cellulars existing bank credit facility, and to pay
expenses of the offering and a portion of the expenses of the
restructuring. We are not a guarantor of these senior notes.

During 2001, American Cellular issued,
$700.0 million principal amount of its 9.5% senior
subordinated notes due 2009 at a discount of $6.9 million.
The discount was being amortized over the life of the notes. In
August 2003, as part of the restructuring of American Cellular,
holders of $681.9 million outstanding principal amount of
American Cellulars senior notes surrendered their senior
notes and received approximately $48.7 million in cash,
43.9 million shares of newly issued shares of our
Class A common stock, and 681,900 shares of our
Series F convertible preferred stock, which has an
aggregate liquidation preference of approximately
$121.8 million and is convertible into a maximum of
13.9 million shares of our Class A common stock. We
also issued an additional 4,301 shares of our Series F
convertible preferred stock and 276,848 shares of our
Class A common stock in payment of certain fees. There
remains outstanding $18.1 million liquidation value of
American Cellulars 9.5% senior subordinated notes.

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



| |                                               
| | ----------------------------------------------
| | Capital Expenditures and Other
    Commitments

Our capital expenditures were $88.9 million
for the six months ended June 30, 2004. We plan to spend
approximately $140 million for capital expenditures in
2004. The majority of these planned expenditures that occurred
during the first half of 2004 were in relation to the build-out
of our GSM/GPRS/EDGE network. However, the amount and timing of
capital expenditures may vary depending on the rate at which we
expand and develop our wireless systems and whether we
consummate additional acquisitions.

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

On March 10, 2004, our Board of Directors
authorized the grants of non-qualified options under the Dobson
Communications 1996 Stock Option Plan, or 1996 Plan, the 2000
Plan, and the Dobson Communication 2002 Stock Incentive Plan, or
2002 Plan, to purchase an aggregate of 3,602,475 shares of
our Class A common stock to our directors and executive
officers, and certain other of our officers and employees. We
authorized grants of options to purchase 55,500 shares
of our Class A common stock under our 1996 Plan;

32



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##### Table of Contents



options to purchase 2,585,000 shares of
our Class A common stock under our 2000 Plan and options to
purchase 961,975 shares of our Class A common
stock under our 2002 Plan. Each option is for a term of ten
years and vests at the rate of 25% per year. Each option is
exercisable at an exercise price of $3.49 per share
(subject to standard anti-dilution adjustments), which was the
market price of our Class A common stock on the date the
options were granted.




| |                        
| | -----------------------
| | Contractual Obligations

We have not had a material change in the
resources required for scheduled repayment of contractual
obligations from the table of Contractual Cash Obligations
included in Managements Discussion and Analysis included
in our Annual Report on Form 10-K for the year ended
December 31, 2003. As of June 30, 2004, we do not have
any contractual purchase obligations, other than those with
payment terms of less than 60 days after delivery of the
equipment.



| |                                   
| | ----------------------------------
| | Off-Balance Sheet
    Arrangements

We do not have any off-balance sheet financing
arrangements or liabilities. In addition, we do not have any
majority-owned subsidiaries or any interests in, or
relationships with, any material special-purpose entities that
are not included in the consolidated financial statements.

Forward-Looking Statements

The description of our plans set forth herein,
including planned capital expenditures and acquisitions, are
forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995. These plans involve a number of risks and uncertainties.
Important factors that could cause actual capital expenditures,
acquisition activity or our performance to differ materially
from the plans include, without limitation, our ability to
satisfy the financial covenants of our outstanding debt and
preferred stock instruments and to raise additional capital; our
ability to manage our business successfully and to compete
effectively in our wireless business against competitors with
greater financial, technical, marketing and other resources;
changes in end-user requirements and preferences; the
development of other technologies and products that may gain
more commercial acceptance than those of ours; and adverse
regulatory changes. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only
as of the date hereof. We undertake no obligation to update or
revise these forward-looking statements to reflect events or
circumstances after the date hereof including, without
limitation, changes in our business strategy or planned capital
expenditures, or to reflect the occurrence of unanticipated
events.






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

Our primary market risk relates to changes in
interest rates. Market risk is the potential loss arising from
adverse changes in market prices and rates, including interest
rates. We do not enter into derivatives or other financial
instruments for trading or speculative purposes.

At June 30, 2004, we had long-term debt
outstanding of $2.4 billion, of which, $573.9 million
bears interest at floating rates. These rates averaged 4.4% for
the six months ended June 30, 2004. One percentage point of
an interest rate adjustment would change our cash interest
payments on an annual basis by approximately $5.7 million.






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

As of the end of the period covered by this
report, an evaluation was carried out under the supervision and
with the participation of our management, including the Chief
Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure
controls and procedures, (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934) as required by
Rule 13a-15(b). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the
design and operation of these disclosure controls and procedures
were effective. We did not effect any material changes in our
internal controls and procedures during the quarter ended
June 30, 2004.

33



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##### Table of Contents






PART II. OTHER INFORMATION






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

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






|        |                                                                                     
|------- | ------------------------------------------------------------------------------------
|Item 2. | Changes in Securities, Use of Proceeds and
    Issuer Purchases of Equity Securities

Not applicable






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

Not applicable






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

Our 2004 Annual Meeting of Stockholders was held
on June 15, 2004. At the meeting, the following items were
submitted to a vote of stockholders.

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

|                |  |          |             |          |  |  |           | 
|--------------- |  | -------- | ----------- | -------- |  |  | --------- | 
|                |  | Votes    |             | Votes   
|Name of Nominee |  | Cast For |             | Withheld
|                |  |          |             |         
|Fred J. Hall    |  |          | 268,969,170 |          |  |  | 2,220,364 | 

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



| |                      
| | ---------------------
| | Everett R. Dobson    
| | Stephen T. Dobson    
| | Mark S. Feighner     
| | Justin L. Jaschke    
| | Albert H. Pharis, Jr 
| | Robert A. Schriesheim

(b) Amendment to the Dobson Communications
Corporation 2002 Stock Incentive Plan (the 2002
Plan) to increase the number of shares of the
Companys Class A common stock reserved for issuance
under the 2002 Plan from 7.0 million to 11.0 million
shares was approved.

|          |  |            |             |          |  |  |            | 
|--------- |  | ---------- | ----------- | -------- |  |  | ---------- | 
|          |  | Votes Cast |             | Votes   
|          |  | For        |             | Withheld
|          |  |            |             |         
|Amendment |  |            | 223,194,685 |          |  |  | 47,994,849 | 

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

|                |  |            |             |          |  |  |         | 
|--------------- |  | ---------- | ----------- | -------- |  |  | ------- | 
|                |  | Votes Cast |             | Votes   
|Name of Nominee |  | For        |             | Withheld
|                |  |            |             |         
|KPMG LLP        |  |            | 270,776,658 |          |  |  | 412,876 | 

34



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##### Table of Contents








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

Not applicable






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

(a) Exhibits

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

|        |   |             |  |                                                                                                                                                                                                                                                                                                                                                                         |  |  |             | 
|------- | - | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |   |             |  | Method of                                                                                                                                                                                                                                                                                                                                                              
|Numbers |   | Description |  | Filing                                                                                                                                                                                                                                                                                                                                                                 
|        |   |             |  |                                                                                                                                                                                                                                                                                                                                                                        
|        | 2 | .1          |  | Purchase Agreement dated July 25, 2003 for
    ACC Escrow Corp. and American Cellular Corporation $900,000,000
    10.0% Series A Senior Notes due 2011                                                                                                                                                                                                                 |  |  | (22)[2.3]   | 
|        | 2 | .2          |  | Purchase Agreement dated September 12, 2003
    for Dobson Communications Corporation $650,000,000
    8 7/8% Senior Notes due 2013                                                                                                                                                                                                                                     |  |  | (25)[2.4]   | 
|        | 2 | .3          |  | Agreement and Plan of Merger of ACC Escrow Corp.
    and American Cellular Corporation                                                                                                                                                                                                                                                                                  |  |  | (25)[2.5]   | 
|        | 3 | .1          |  | Registrants Amended and Restated
    Certificate of Incorporation.                                                                                                                                                                                                                                                                                                     |  |  | (6)[3.1]    | 
|        | 3 | .1.1        |  | Registrants Certificate of Retirement of
    Preferred Stock dated January 7, 2003                                                                                                                                                                                                                                                                                     |  |  | (20)[3.1.1] | 
|        | 3 | .1.2        |  | Registrants Certificate of Retirement of
    Preferred Stock dated February 4, 2003                                                                                                                                                                                                                                                                                    |  |  | (20)[3.1.2] | 
|        | 3 | .1.3        |  | Registrants Certificate of Amendment of
    Certificate of Incorporation                                                                                                                                                                                                                                                                                               |  |  | (25)[3.1.3] | 
|        | 3 | .1.4        |  | Registrants Certificate of Retirement of
    Preferred Stock dated November 30, 2003                                                                                                                                                                                                                                                                                   |  |  | (26)[3.1.4] | 
|        | 3 | .1.5        |  | Registrants Certificate of Retirement of
    Preferred Stock dated December 31, 2003                                                                                                                                                                                                                                                                                   |  |  | (26)[3.1.5] | 
|        | 3 | .1.6        |  | Registrants Certificate of Retirement of
    Preferred Stock dated July 15, 2004                                                                                                                                                                                                                                                                                       |  |  | (30)        | 
|        | 3 | .2          |  | Registrants Amended and Restated By-laws                                                                                                                                                                                                                                                                                                                               |  |  | (28)[3]     | 
|        | 4 | .1          |  | Amended, Restated, and Consolidated Revolving
    Credit and Term Loan Agreement dated as of January 18, 2000
    among Dobson Operating Co., L.L.C., Banc of America Securities,
    LLC, Bank of America, N.A., Lehman Commercial Paper Inc. and TD
    Securities (USA) Inc., and First Union National Bank and
    PNC Bank, National Association, and the Lenders. |  |  | (6)[4.6]    | 
|        | 4 | .1.1        |  | Amendment, Waiver and Consent to the Dobson
    Operating Co., L.L.C., Credit Agreement dated as of
    June 19, 2000 among Dobson Operating Co., L.L.C., as
    Borrower, Bank of America, N.A., as Administrative Agent,
    Required Lenders and Guarantors                                                                                                          |  |  | (7)[10.2]   | 
|        | 4 | .1.2        |  | Amendment and Consent dated November 24,
    2000 to Amended, Restated and Consolidated Revolving Credit and
    Term Loan Agreement                                                                                                                                                                                                                                    |  |  | (10)[4.3.2] | 
|        | 4 | .1.3        |  | Amendment and Consent dated May 4, 2001 to
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                          |  |  | (14)[4.1.3] | 
|        | 4 | .1.4        |  | Amendment dated August 1, 2001 to Amended,
    Restated and Consolidated Revolving Credit and Term Loan
    Agreement                                                                                                                                                                                                                                                   |  |  | (14)[4.1.4] | 
|        | 4 | .1.5        |  | Amendment dated January 23, 2002 to the
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                             |  |  | (14)[4.1.5] | 
|        | 4 | .1.6        |  | Second Amended, Restated and Consolidated
    Revolving Credit Agreement among Dobson Operating Co., LLC, as
    Borrower, the Lenders party thereto, as Lenders, and Lehman
    Commercial Paper, Inc., as Administrative Agent, dated
    September 26, 2003                                                                                                          |  |  | (23)[4.1.6] | 
|        | 4 | .2          |  | Indenture dated December 23, 1998 between
    Dobson/ Sygnet Communications Company, as Issuer, and United
    States Trust Company of New York, as Trustee.                                                                                                                                                                                                            |  |  | (2)[4.1]    | 

35



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                                                                                     |  |  |              | 
|------- | -- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------ | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                                                                                                                          
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                                                                                                                             
|        |    |             |  |                                                                                                                                                                                                                                                                                                                                    
|        | 4  | .2.1        |  | Supplemental Indenture dated October 23,
    2003 by and between Dobson/ Sygnet Communications Company and
    The Bank of New York, as Successor to The United States Trust
    Company of New York, as Trustee                                                                                                                    |  |  | (24)[4.2.1]  | 
|        | 4  | .3          |  | Form of Common Stock Certificate.                                                                                                                                                                                                                                                                                                   |  |  | (6)[4.16]    | 
|        | 4  | .4          |  | Indenture dated June 22, 2000 by the
    Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                     |  |  | (7)[4]       | 
|        | 4  | .5          |  | Senior Debt Indenture dated as of July 18,
    2001, between the Registrant and The Bank of New York, as Trustee                                                                                                                                                                                                                    |  |  | (11)[4.2]    | 
|        | 4  | .6.1        |  | Subordinated Debt Indenture dated as of
    July 18, 2001 between the Registrant and The Bank of New
    York, as Trustee                                                                                                                                                                                                           |  |  | (11)[4.3]    | 
|        | 4  | .6.2        |  | Certificate of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                     |  |  | (11)[4.4]    | 
|        | 4  | .7          |  | Declaration of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                     |  |  | (11)[4.5]    | 
|        | 4  | .8          |  | Indenture dated as February 28, 1997 between
    the Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                         |  |  | (4)[4.6]     | 
|        | 4  | .9          |  | Credit agreement among the Agents and Lenders
    named therein and Sygnet Wireless Inc. (f/k/a Dobson/ Sygnet
    Operating Company) dated December 22, 1998                                                                                                                                                                       |  |  | (3)[4.4]     | 
|        | 4  | .10         |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, Optional and Other Special Rights of
    the Registrants Series F Convertible Preferred Stock                                                                                                                                                      |  |  | (22)[4.12]   | 
|        | 4  | .10.1       |  | Certificate of Correction of Certificate of
    Designation of Series F Convertible Preferred Stock                                                                                                                                                                                                                                 |  |  | (22)[4.12.1] | 
|        | 4  | .11         |  | Indenture dated August 8, 2003 between ACC
    Escrow Corp. and Bank of Oklahoma, National Association, as
    Trustee                                                                                                                                                                                                              |  |  | (22)[4.13]   | 
|        | 4  | .11.1       |  | First Supplemental Indenture dated
    August 19, 2003 between American Cellular Corporation,
    certain Guarantors and Bank of Oklahoma, National Association,
    as Trustee                                                                                                                                                     |  |  | (22)[4.13.1] | 
|        | 4  | .12         |  | First Supplemental Indenture dated
    August 19, 2003 with reference to Indenture dated
    March 14, 2001, between American Cellular Corporation, ACC
    Acquisition LLC, Subsidiary Guarantors and Bank of Oklahoma,
    related to the issuance by American Cellular Corporation of its
    9 1/2% Subordinated Notes due 2009 |  |  | (22)[4.14]   | 
|        | 4  | .13         |  | 8 7/8% Senior Note Indenture dated
    as of September 26, 2003 by Dobson Communications
    Corporation and Bank of Oklahoma, National Association, as
    Trustee                                                                                                                                                                 |  |  | (23)[4.14]   | 
|        | 10 | .1          |  | Registrants 2002 Employee Stock Purchase
    Plan                                                                                                                                                                                                                                                                                  |  |  | (16)[10.1]   | 
|        | 10 | .1.1*       |  | Registrants 1996 Stock Option Plan, as
    amended.                                                                                                                                                                                                                                                                                |  |  | (3)[10.1.1]  | 
|        | 10 | .1.2*       |  | 2000-1 Amendment to the DCC 1996 Stock Option
    Plan.                                                                                                                                                                                                                                                                             |  |  | (6)[10.1.3]  | 
|        | 10 | .1.3*       |  | Dobson Communications Corporation 2000 Stock
    Incentive Plan.                                                                                                                                                                                                                                                                    |  |  | (6)[10.1.4]  | 
|        | 10 | .2*         |  | Registrants 2002 Stock Incentive Plan                                                                                                                                                                                                                                                                                              |  |  | (16)[10.2]   | 
|        | 10 | .3.1*       |  | Letter dated June 3, 1996 from Registrant to
    Bruce R. Knooihuizen describing employment arrangement.                                                                                                                                                                                                                            |  |  | (4)[10.3.2]  | 
|        | 10 | .3.2*       |  | Letter dated October 15, 1996 from Fleet
    Equity Partners to Justin L. Jaschke regarding director
    compensation.                                                                                                                                                                                                              |  |  | (4)[10.3.3]  | 
|        | 10 | .3.3*       |  | Letter dated October 28, 1997 from
    Registrant to R. Thomas Morgan describing employment arrangement.                                                                                                                                                                                                                            |  |  | (1)[10.3.5]  | 
|        | 10 | .3.4*       |  | Letter dated August 25, 1998 from Registrant
    to Richard D. Sewell, Jr. describing employment arrangement.                                                                                                                                                                                                                       |  |  | (3)[10.3.6]  | 

36



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                                     |  |                         |               | 
|------- | -- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------------- | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                                                                          
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                                                                             
|        |    |             |  |                                                                                                                                                                                                                                                                                    
|        | 10 | .3.5*       |  | Consulting Agreement dated December 21, 1998
    between Registrant and Albert H. Pharis, Jr.                                                                                                                                                                                       |  |                         |               | 
|        | 10 | .4          |  | Operating Agreement dated January 16, 1998,
    as amended, between AT&T Wireless Services, Inc. and Dobson
    Cellular Systems, Inc.                                                                                                                                              |  | (3)[10.3.7] (6)[10.4.4]
|        | 10 | .4.1        |  | Second Addendum to Operating Agreement between
    AT&T Wireless Services, Inc. and its Affiliates and Dobson
    Cellular Systems, Inc. and its Affiliates dated May 8, 2002                                                                                                       |  |                         | (15)[10.5.1]  | 
|        | 10 | .4.2        |  | Fourth Addendum to Operating Agreement between
    AT&T Wireless Services, Inc. and its Affiliates and Dobson
    Cellular Systems, Inc. and its Affiliates dated July 11,
    2003                                                                                                 |  |                         | (21)[10.9.2]  | 
|        | 10 | .5         |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated as
    of November 16, 2001.                                                                                                                                          |  |                         | (14)[10.6]    | 
|        | 10 | .5.1       |  | Amendment No. 1 to the Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation, dated August 5, 2002.                                                                                                                            |  |                         | (17)[10.6.1]  | 
|        | 10 | .6          |  | Second Amended and Restated Partnership Agreement
    of Gila River Cellular General Partnership dated
    September 30, 1997                                                                                                                                                       |  |                         | (5)[10.8]     | 
|        | 10 | .7          |  | Stockholder and Investor Rights Agreement dated
    January 31, 2000 among the Registrant and the Shareholders
    listed therein (without exhibits).                                                                                                                               |  |                         | (6)[10.7.2.3] | 
|        | 10 | .7.1        |  | Amendment No. 1 to Stockholder and Investor
    rights Agreement among AT&T Wireless Services, Inc., the
    Registrant, and certain other parties                                                                                                                                  |  |                         | (9)[10.4]     | 
|        | 10 | .8*         |  | Form of Dobson Communications Corporation
    Director Indemnification Agreement.                                                                                                                                                                                                   |  |                         | (6)[10.9]     | 
|        | 10 | .9          |  | Second Amended and Restated Limited Liability
    Company Agreement of ACC Acquisition LLC between AT&T
    Wireless JV Co. and Dobson JV Company dated as of
    February 25, 2000.                                                                                                |  |                         |               | 
|        | 10 | .10         |  | Amended and Restated Supplemental Agreement among
    AT&T Wireless, Dobson Communications Corporation, Dobson CC
    Limited Partnership, and other signatories thereto, dated
    February 25, 2000.                                                                              |  | (8)[10.1] (8)[10.1.1]  
|        | 10 | .11         |  | Amended and Restated Management Agreement between
    Dobson Cellular Systems, Inc. and ACC Acquisition LLC dated as
    of February 25, 2000.                                                                                                                                      |  |                         | (8)[10.2]     | 
|        | 10 | .11.1       |  | Management Agreement between Dobson Cellular
    Systems, Inc. and American Cellular Corporation effective as of
    August 19, 2003                                                                                                                                                |  |                         | (22)[10.14.1] | 
|        | 10 | .12         |  | Amended and Restated Operating Agreement dated
    February 25, 2000 by and between AT&T Wireless
    Services, Inc., on behalf of itself and its Affiliates (as
    defined therein) and ACC Acquisition L.L.C., on behalf of itself
    and its Affiliates (as defined therein).  |  |                         | (8)[10.3]     | 
|        | 10 | .12.1       |  | Addendum to Amended and Restated Operating
    Agreement between AT&T Wireless Services, Inc. and its
    Affiliates and ACC Acquisition LLC and its Affiliates dated
    May 8, 2002                                                                                               |  |                         | (15)[10.16.1] | 
|        | 10 | .13         |  | Amended and Restated Operating Agreement dated
    February 25, 2000 by and between Dobson Cellular Systems,
    Inc., on behalf of itself and its Affiliates (as defined
    therein) and ACC Acquisition L.L.C., on behalf of itself and its
    Affiliates (as defined therein). |  |                         | (8)[10.4]     | 
|        | 10 | .14         |  | Asset Purchase Agreement dated October 29,
    2001 by and between Dobson Cellular Systems, Inc., and Cellco
    Partnership, a Delaware general partnership, d/b/a/ Verizon
    Wireless                                                                                           |  |                         | (12)[10.22]   | 
|        | 10 | .15         |  | Asset Purchase Agreement dated December 6,
    2001 by and between Dobson Cellular System, Inc., and Cellco
    Partnership, a Delaware general partnership, d/b/a/ Verizon
    Wireless                                                                                            |  |                         | (13)[10.1]    | 

37



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                                                                                    |  |  |               | 
|------- | -- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------- | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                                                                                                                         
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                                                                                                                            
|        |    |             |  |                                                                                                                                                                                                                                                                                                                                   
|        | 10 | .16        |  | InterCarrier Multi-Standard Roaming Agreement
    effective as of January 25, 2002 between Cingular Wireless,
    LLC, and its affiliates, and Dobson Cellular Systems, Inc., and
    its affiliates.                                                                                                                              |  |  | (14)[10.23]   | 
|        | 10 | .17         |  | Master Services Agreement between Dobson Cellular
    Systems, Inc. and Convergys Information Management Group Inc.
    dated December 1, 2002.                                                                                                                                                                                    |  |  | (18)[10.24]   | 
|        | 10 | .18         |  | Asset Exchange Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                                                                                                                                                             |  |  | (19)[10.1]    | 
|        | 10 | .19         |  | Transition Services Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                                                                                                                                                        |  |  | (19)[10.2]    | 
|        | 10 | .20         |  | Master Lease Agreement dated as of
    December 23, 2002 between Dobson Cellular Systems, Inc. and
    AT&T Wireless Services, Inc.                                                                                                                                                                                                |  |  | (19)[10.3]    | 
|        | 10 | .21        |  | Roaming Agreement for GSM/ GPRS between AT&T
    Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated
    July 11, 2003                                                                                                                                                                                                 |  |  | (21)[10.28]   | 
|        | 10 | .22        |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated
    July 11, 2003, as amended                                                                                                                                                                                       |  |  | (21)[10.29]   | 
|        | 10 | .23        |  | Roaming Agreement for GSM/ GPRS between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003                                                                                                                                                                                                 |  |  | (21)[10.30]   | 
|        | 10 | .24        |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003                                                                                                                                                                                                   |  |  | (21)[10.31]   | 
|        | 10 | .25        |  | Second Amended and Restated TDMA Operating
    Agreement between AT&T Wireless Services, Inc. on behalf of
    itself and its affiliates and ACC Acquisition LLC, on behalf of
    itself, American Cellular Corporation and their respective
    affiliates dated July 11, 2003                                                   |  |  | (21)[10.32]   | 
|        | 10 | .26         |  | Tax Allocation Agreement dated August 19,
    2003, between Dobson Communications Corporation and American
    Cellular Corporation                                                                                                                                                                                                |  |  | (22)[10.33]   | 
|        | 10 | .27         |  | Registration Rights Agreement dated as of
    August 8, 2003 by and between ACC Escrow Corp. as Issuer,
    American Cellular Corporation, certain Guarantors listed on
    Schedule A and Bear, Stearns & Co., Inc. and
    Morgan Stanley & Co. Incorporated, as Initial Purchasers                                              |  |  | (22)[10.34]   | 
|        | 10 | .28         |  | Registration Rights Agreement dated
    August 19, 2003 between Dobson Communications Corporation
    and holders of Class A Common Stock and Series F
    Convertible Preferred Stock                                                                                                                                             |  |  | (22)[10.35]   | 
|        | 10 | .29         |  | Registration Rights Agreement between Dobson
    Communications Corporation and Bank of America, N.A. dated as of
    March 15, 2002                                                                                                                                                                                               |  |  | (22)[10.36]   | 
|        | 10 | .30         |  | Registration Rights Agreement dated
    September 26, 2003 among Dobson Communications Corporation,
    Lehman Brothers, Inc., Morgan Stanley & Co.,
    Incorporated, and Bear, Stearns & Co., Inc. Credit
    Agreement by and among Dobson Cellular Systems, Inc., Dobson
    Communications Corporation, Dobson Operating Co., |  |  | (23)[10.37]   | 
|        | 10 | .31         |  | L.L.C. and Lehman Commercial Paper Inc., as
    Administrative Agent for the Lenders dated October 23, 2003                                                                                                                                                                                                                        |  |  | (24)[10.38]   | 
|        | 10 | .31.1       |  | Amendment No. 1 dated March 9, 2004, to
    Credit Agreement by and among Dobson Cellular Systems, Inc.,
    Dobson Operating Co., L.L.C. and Lehman Commercial Paper Inc.,
    as Administrative Agent for the Lenders dated October 23,
    2003.                                                                                |  |  | (27)[4]       | 
|        | 10 | .31.2       |  | Amendment No. 2 dated May 7, 2004, to
    Credit Agreement by and among Dobson Cellular Systems, Inc.,
    Dobson Operating Co., L.L.C. and Lehman Commercial Paper Inc.,
    as Administrative Agent for the Lenders dated October 23,
    2003.                                                                                  |  |  | (29)[10.32.2] | 

38



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                 |  |  |             | 
|------- | -- | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                                                      
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                                                         
|        |    |             |  |                                                                                                                                                                                                                                                                
|        | 10 | .32         |  | Guarantee and Collateral Agreement by and among
    Dobson Cellular Systems, Inc., Dobson Communications
    Corporation, Dobson Operating Co., L.L.C. and Lehman Commercial
    Paper Inc., as Administrative Agent for the Lenders dated
    October 23, 2003 |  |  | (24)[10.39] | 
|        | 10 | .33         |  | Escrow Agreement dated August 8, 2003 by and
    between ACC Escrow Corp. and Bank of Oklahoma, National
    Association, as trustee and escrow agent                                                                                                           |  |  | (25)[10.40] | 
|        | 10 | .34         |  | Registration Rights Agreement dated as of
    September 26, 2003 by and among Dobson Communications
    Corporation, Lehman Brothers Inc., Morgan Stanley & Co.
    Incorporated and Bear, Stearns & Co. Inc.                                                   |  |  | (25)[10.41] | 
|        | 31 | .1          |  | Rule 13a-14(a) Certification by our Chairman
    and Chief Executive Officer.                                                                                                                                                                                   |  |  | (30)        | 
|        | 31 | .2          |  | Rule 13a-14(a) Certification by our Chief
    Financial Officer.                                                                                                                                                                                                |  |  | (30)        | 
|        | 32 | .1          |  | Section 1350 Certification by our Chairman
    and Chief Executive Officer.                                                                                                                                                                                     |  |  | (30)        | 
|        | 32 | .2          |  | Section 1350 Certification by our Chief
    Financial Officer.                                                                                                                                                                                                  |  |  | (30)        | 



---



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



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



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



|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2000 as the exhibit number indicated in
    brackets and incorporated by reference herein.        
|    
|(11) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-3 (Registration
    No. 333-64916), as the exhibit number indicated in brackets
    and incorporated by reference herein.       
|    
|(12) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 20, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(13) | Filed as an exhibit to the Registrants
    current report on Form 8-K on December 20, 2001 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                        
|    
|(14) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2001 as the exhibit number indicated in
    brackets and incorporated by reference herein.        

39



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##### Table of Contents





|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(15) | Filed as an exhibit to the Registrants
    current report on Form 8-K on May 16, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                             
|    
|(16) | Filed as an exhibit to the Registrants
    current report on Form 8-K on June 14, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                            
|    
|(17) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 20, 2002, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(18) | Filed as an exhibit to the Registrants
    current report on Form 8-K on December 12, 2002, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                       
|    
|(19) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on January 8, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                         
|    
|(20) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2003, as the exhibit number indicated in brackets
    and incorporated by reference herein.    
|    
|(21) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on July 28, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                           
|    
|(22) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on September 18, 2003, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                      
|    
|(23) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on October 2, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                         
|    
|(24) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on October 29, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                        
|    
|(25) | Filed as an exhibit to the Registration Statement
    on Form S-4 (Registration No. 333-110380) as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                    
|    
|(26) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2003, as the exhibit number indicated in
    brackets and incorporated by reference herein.       
|    
|(27) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on March 22, 2004, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                          
|    
|(28) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on April 8, 2004, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                           
|    
|(29) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2004, as the exhibit number indicated in brackets
    and incorporated by reference herein.    
|    
|(30) | Filed herewith.                                                                                                                                                                                              

(b) Reports on Form 8-K

The Registrant filed a Current Report on
Form 8-K on April 8, 2004, which reported the
Registrants Board of Directors by unanimous written
consent approved Amended and Restated By-laws for the
Registrant, effective as of March 31, 2004, under
Item 5. Other Evens and Required FD Disclosure.

The Registrant filed a Current Report on
Form 8-K on May 10, 2004, which reported the
Registrants Press Release dated May 10, 2004, and the
Transcript from the Registrants Conference Call held
May 11, 2004, under Item 7. Financial Statements
and Exhibits, and the results of first quarter ended
March 31, 2004, under Item 12. Results of
Operation and Financial Condition.

40



---



##### Table of Contents



SIGNATURES

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



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

Date: August 9, 2004

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

Date: August 9, 2004

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

41



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##### Table of Contents



INDEX TO EXHIBITS

|        |   |             |  |                                                                                                                                                                                                                                                                                                                                                                         |  |  |             | 
|------- | - | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |   |             |  | Method of                                                                                                                                                                                                                                                                                                                                                              
|Numbers |   | Description |  | Filing                                                                                                                                                                                                                                                                                                                                                                 
|        |   |             |  |                                                                                                                                                                                                                                                                                                                                                                        
|        | 2 | .1          |  | Purchase Agreement dated July 25, 2003 for
    ACC Escrow Corp. and American Cellular Corporation $900,000,000
    10.0% Series A Senior Notes due 2011                                                                                                                                                                                                                 |  |  | (22)[2.3]   | 
|        | 2 | .2          |  | Purchase Agreement dated September 12, 2003
    for Dobson Communications Corporation $650,000,000
    8 7/8% Senior Notes due 2013                                                                                                                                                                                                                                     |  |  | (25)[2.4]   | 
|        | 2 | .3          |  | Agreement and Plan of Merger of ACC Escrow Corp.
    and American Cellular Corporation                                                                                                                                                                                                                                                                                  |  |  | (25)[2.5]   | 
|        | 3 | .1          |  | Registrants Amended and Restated
    Certificate of Incorporation.                                                                                                                                                                                                                                                                                                     |  |  | (6)[3.1]    | 
|        | 3 | .1.1        |  | Registrants Certificate of Retirement of
    Preferred Stock dated January 7, 2003                                                                                                                                                                                                                                                                                     |  |  | (20)[3.1.1] | 
|        | 3 | .1.2        |  | Registrants Certificate of Retirement of
    Preferred Stock dated February 4, 2003                                                                                                                                                                                                                                                                                    |  |  | (20)[3.1.2] | 
|        | 3 | .1.3        |  | Registrants Certificate of Amendment of
    Certificate of Incorporation                                                                                                                                                                                                                                                                                               |  |  | (25)[3.1.3] | 
|        | 3 | .1.4        |  | Registrants Certificate of Retirement of
    Preferred Stock dated November 30, 2003                                                                                                                                                                                                                                                                                   |  |  | (26)[3.1.4] | 
|        | 3 | .1.5        |  | Registrants Certificate of Retirement of
    Preferred Stock dated December 31, 2003                                                                                                                                                                                                                                                                                   |  |  | (26)[3.1.5] | 
|        | 3 | .1.6        |  | Registrants Certificate of Retirement of
    Preferred Stock dated July 15, 2004                                                                                                                                                                                                                                                                                       |  |  | (30)        | 
|        | 3 | .2          |  | Registrants Amended and Restated By-laws                                                                                                                                                                                                                                                                                                                               |  |  | (28)[3]     | 
|        | 4 | .1          |  | Amended, Restated, and Consolidated Revolving
    Credit and Term Loan Agreement dated as of January 18, 2000
    among Dobson Operating Co., L.L.C., Banc of America Securities,
    LLC, Bank of America, N.A., Lehman Commercial Paper Inc. and TD
    Securities (USA) Inc., and First Union National Bank and
    PNC Bank, National Association, and the Lenders. |  |  | (6)[4.6]    | 
|        | 4 | .1.1        |  | Amendment, Waiver and Consent to the Dobson
    Operating Co., L.L.C., Credit Agreement dated as of
    June 19, 2000 among Dobson Operating Co., L.L.C., as
    Borrower, Bank of America, N.A., as Administrative Agent,
    Required Lenders and Guarantors                                                                                                          |  |  | (7)[10.2]   | 
|        | 4 | .1.2        |  | Amendment and Consent dated November 24,
    2000 to Amended, Restated and Consolidated Revolving Credit and
    Term Loan Agreement                                                                                                                                                                                                                                    |  |  | (10)[4.3.2] | 
|        | 4 | .1.3        |  | Amendment and Consent dated May 4, 2001 to
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                          |  |  | (14)[4.1.3] | 
|        | 4 | .1.4        |  | Amendment dated August 1, 2001 to Amended,
    Restated and Consolidated Revolving Credit and Term Loan
    Agreement                                                                                                                                                                                                                                                   |  |  | (14)[4.1.4] | 
|        | 4 | .1.5        |  | Amendment dated January 23, 2002 to the
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                             |  |  | (14)[4.1.5] | 
|        | 4 | .1.6        |  | Second Amended, Restated and Consolidated
    Revolving Credit Agreement among Dobson Operating Co., LLC, as
    Borrower, the Lenders party thereto, as Lenders, and Lehman
    Commercial Paper, Inc., as Administrative Agent, dated
    September 26, 2003                                                                                                          |  |  | (23)[4.1.6] | 
|        | 4 | .2          |  | Indenture dated December 23, 1998 between
    Dobson/ Sygnet Communications Company, as Issuer, and United
    States Trust Company of New York, as Trustee.                                                                                                                                                                                                            |  |  | (2)[4.1]    | 
|        | 4 | .2.1        |  | Supplemental Indenture dated October 23,
    2003 by and between Dobson/ Sygnet Communications Company and
    The Bank of New York, as Successor to The United States Trust
    Company of New York, as Trustee                                                                                                                                                        |  |  | (24)[4.2.1] | 
|        | 4 | .3          |  | Form of Common Stock Certificate.                                                                                                                                                                                                                                                                                                                                       |  |  | (6)[4.16]   | 
|        | 4 | .4          |  | Indenture dated June 22, 2000 by the
    Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                                         |  |  | (7)[4]      | 
|        | 4 | .5          |  | Senior Debt Indenture dated as of July 18,
    2001, between the Registrant and The Bank of New York, as Trustee                                                                                                                                                                                                                                                        |  |  | (11)[4.2]   | 

42



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                                                                                     |  |                         |              | 
|------- | -- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------------ | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                                                                                                                          
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                                                                                                                             
|        |    |             |  |                                                                                                                                                                                                                                                                                                                                    
|        | 4  | .6.1        |  | Subordinated Debt Indenture dated as of
    July 18, 2001 between the Registrant and The Bank of New
    York, as Trustee                                                                                                                                                                                                           |  |                         | (11)[4.3]    | 
|        | 4  | .6.2        |  | Certificate of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                     |  |                         | (11)[4.4]    | 
|        | 4  | .7          |  | Declaration of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                     |  |                         | (11)[4.5]    | 
|        | 4  | .8          |  | Indenture dated as February 28, 1997 between
    the Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                         |  |                         | (4)[4.6]     | 
|        | 4  | .9          |  | Credit agreement among the Agents and Lenders
    named therein and Sygnet Wireless Inc. (f/k/a Dobson/ Sygnet
    Operating Company) dated December 22, 1998                                                                                                                                                                       |  |                         | (3)[4.4]     | 
|        | 4  | .10         |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, Optional and Other Special Rights of
    the Registrants Series F Convertible Preferred Stock                                                                                                                                                      |  |                         | (22)[4.12]   | 
|        | 4  | .10.1       |  | Certificate of Correction of Certificate of
    Designation of Series F Convertible Preferred Stock                                                                                                                                                                                                                                 |  |                         | (22)[4.12.1] | 
|        | 4  | .11         |  | Indenture dated August 8, 2003 between ACC
    Escrow Corp. and Bank of Oklahoma, National Association, as
    Trustee                                                                                                                                                                                                              |  |                         | (22)[4.13]   | 
|        | 4  | .11.1       |  | First Supplemental Indenture dated
    August 19, 2003 between American Cellular Corporation,
    certain Guarantors and Bank of Oklahoma, National Association,
    as Trustee                                                                                                                                                     |  |                         | (22)[4.13.1] | 
|        | 4  | .12         |  | First Supplemental Indenture dated
    August 19, 2003 with reference to Indenture dated
    March 14, 2001, between American Cellular Corporation, ACC
    Acquisition LLC, Subsidiary Guarantors and Bank of Oklahoma,
    related to the issuance by American Cellular Corporation of its
    9 1/2% Subordinated Notes due 2009 |  |                         | (22)[4.14]   | 
|        | 4  | .13         |  | 8 7/8% Senior Note Indenture dated
    as of September 26, 2003 by Dobson Communications
    Corporation and Bank of Oklahoma, National Association, as
    Trustee                                                                                                                                                                 |  |                         | (23)[4.14]   | 
|        | 10 | .1          |  | Registrants 2002 Employee Stock Purchase
    Plan                                                                                                                                                                                                                                                                                  |  |                         | (16)[10.1]   | 
|        | 10 | .1.1*       |  | Registrants 1996 Stock Option Plan, as
    amended.                                                                                                                                                                                                                                                                                |  |                         | (3)[10.1.1]  | 
|        | 10 | .1.2*       |  | 2000-1 Amendment to the DCC 1996 Stock Option
    Plan.                                                                                                                                                                                                                                                                             |  |                         | (6)[10.1.3]  | 
|        | 10 | .1.3*       |  | Dobson Communications Corporation 2000 Stock
    Incentive Plan.                                                                                                                                                                                                                                                                    |  |                         | (6)[10.1.4]  | 
|        | 10 | .2*         |  | Registrants 2002 Stock Incentive Plan                                                                                                                                                                                                                                                                                              |  |                         | (16)[10.2]   | 
|        | 10 | .3.1*       |  | Letter dated June 3, 1996 from Registrant to
    Bruce R. Knooihuizen describing employment arrangement.                                                                                                                                                                                                                            |  |                         | (4)[10.3.2]  | 
|        | 10 | .3.2*       |  | Letter dated October 15, 1996 from Fleet
    Equity Partners to Justin L. Jaschke regarding director
    compensation.                                                                                                                                                                                                              |  |                         | (4)[10.3.3]  | 
|        | 10 | .3.3*       |  | Letter dated October 28, 1997 from
    Registrant to R. Thomas Morgan describing employment arrangement.                                                                                                                                                                                                                            |  |                         | (1)[10.3.5]  | 
|        | 10 | .3.4*       |  | Letter dated August 25, 1998 from Registrant
    to Richard D. Sewell, Jr. describing employment arrangement.                                                                                                                                                                                                                       |  |                         | (3)[10.3.6]  | 
|        | 10 | .3.5*       |  | Consulting Agreement dated December 21, 1998
    between Registrant and Albert H. Pharis, Jr.                                                                                                                                                                                                                                       |  |                         |              | 
|        | 10 | .4          |  | Operating Agreement dated January 16, 1998,
    as amended, between AT&T Wireless Services, Inc. and Dobson
    Cellular Systems, Inc.                                                                                                                                                                                              |  | (3)[10.3.7] (6)[10.4.4]
|        | 10 | .4.1        |  | Second Addendum to Operating Agreement between
    AT&T Wireless Services, Inc. and its Affiliates and Dobson
    Cellular Systems, Inc. and its Affiliates dated May 8, 2002                                                                                                                                                       |  |                         | (15)[10.5.1] | 

43



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                                     |  |                       |               | 
|------- | -- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------- | ------------- | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                                                                          
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                                                                             
|        |    |             |  |                                                                                                                                                                                                                                                                                    
|        | 10 | .4.2        |  | Fourth Addendum to Operating Agreement between
    AT&T Wireless Services, Inc. and its Affiliates and Dobson
    Cellular Systems, Inc. and its Affiliates dated July 11,
    2003                                                                                                 |  |                       | (21)[10.9.2]  | 
|        | 10 | .5         |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated as
    of November 16, 2001.                                                                                                                                          |  |                       | (14)[10.6]    | 
|        | 10 | .5.1       |  | Amendment No. 1 to the Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation, dated August 5, 2002.                                                                                                                            |  |                       | (17)[10.6.1]  | 
|        | 10 | .6          |  | Second Amended and Restated Partnership Agreement
    of Gila River Cellular General Partnership dated
    September 30, 1997                                                                                                                                                       |  |                       | (5)[10.8]     | 
|        | 10 | .7          |  | Stockholder and Investor Rights Agreement dated
    January 31, 2000 among the Registrant and the Shareholders
    listed therein (without exhibits).                                                                                                                               |  |                       | (6)[10.7.2.3] | 
|        | 10 | .7.1        |  | Amendment No. 1 to Stockholder and Investor
    rights Agreement among AT&T Wireless Services, Inc., the
    Registrant, and certain other parties                                                                                                                                  |  |                       | (9)[10.4]     | 
|        | 10 | .8*         |  | Form of Dobson Communications Corporation
    Director Indemnification Agreement.                                                                                                                                                                                                   |  |                       | (6)[10.9]     | 
|        | 10 | .9          |  | Second Amended and Restated Limited Liability
    Company Agreement of ACC Acquisition LLC between AT&T
    Wireless JV Co. and Dobson JV Company dated as of
    February 25, 2000.                                                                                                |  |                       |               | 
|        | 10 | .10         |  | Amended and Restated Supplemental Agreement among
    AT&T Wireless, Dobson Communications Corporation, Dobson CC
    Limited Partnership, and other signatories thereto, dated
    February 25, 2000.                                                                              |  | (8)[10.1] (8)[10.1.1]
|        | 10 | .11         |  | Amended and Restated Management Agreement between
    Dobson Cellular Systems, Inc. and ACC Acquisition LLC dated as
    of February 25, 2000.                                                                                                                                      |  |                       | (8)[10.2]     | 
|        | 10 | .11.1       |  | Management Agreement between Dobson Cellular
    Systems, Inc. and American Cellular Corporation effective as of
    August 19, 2003                                                                                                                                                |  |                       | (22)[10.14.1] | 
|        | 10 | .12         |  | Amended and Restated Operating Agreement dated
    February 25, 2000 by and between AT&T Wireless
    Services, Inc., on behalf of itself and its Affiliates (as
    defined therein) and ACC Acquisition L.L.C., on behalf of itself
    and its Affiliates (as defined therein).  |  |                       | (8)[10.3]     | 
|        | 10 | .12.1       |  | Addendum to Amended and Restated Operating
    Agreement between AT&T Wireless Services, Inc. and its
    Affiliates and ACC Acquisition LLC and its Affiliates dated
    May 8, 2002                                                                                               |  |                       | (15)[10.16.1] | 
|        | 10 | .13         |  | Amended and Restated Operating Agreement dated
    February 25, 2000 by and between Dobson Cellular Systems,
    Inc., on behalf of itself and its Affiliates (as defined
    therein) and ACC Acquisition L.L.C., on behalf of itself and its
    Affiliates (as defined therein). |  |                       | (8)[10.4]     | 
|        | 10 | .14         |  | Asset Purchase Agreement dated October 29,
    2001 by and between Dobson Cellular Systems, Inc., and Cellco
    Partnership, a Delaware general partnership, d/b/a/ Verizon
    Wireless                                                                                           |  |                       | (12)[10.22]   | 
|        | 10 | .15         |  | Asset Purchase Agreement dated December 6,
    2001 by and between Dobson Cellular System, Inc., and Cellco
    Partnership, a Delaware general partnership, d/b/a/ Verizon
    Wireless                                                                                            |  |                       | (13)[10.1]    | 
|        | 10 | .16        |  | InterCarrier Multi-Standard Roaming Agreement
    effective as of January 25, 2002 between Cingular Wireless,
    LLC, and its affiliates, and Dobson Cellular Systems, Inc., and
    its affiliates.                                                                               |  |                       | (14)[10.23]   | 
|        | 10 | .17         |  | Master Services Agreement between Dobson Cellular
    Systems, Inc. and Convergys Information Management Group Inc.
    dated December 1, 2002.                                                                                                                                     |  |                       | (18)[10.24]   | 
|        | 10 | .18         |  | Asset Exchange Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                                                                                                              |  |                       | (19)[10.1]    | 

44



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                                                                                    |  |  |               | 
|------- | -- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------- | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                                                                                                                         
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                                                                                                                            
|        |    |             |  |                                                                                                                                                                                                                                                                                                                                   
|        | 10 | .19         |  | Transition Services Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                                                                                                                                                        |  |  | (19)[10.2]    | 
|        | 10 | .20         |  | Master Lease Agreement dated as of
    December 23, 2002 between Dobson Cellular Systems, Inc. and
    AT&T Wireless Services, Inc.                                                                                                                                                                                                |  |  | (19)[10.3]    | 
|        | 10 | .21        |  | Roaming Agreement for GSM/ GPRS between AT&T
    Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated
    July 11, 2003                                                                                                                                                                                                 |  |  | (21)[10.28]   | 
|        | 10 | .22        |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated
    July 11, 2003, as amended                                                                                                                                                                                       |  |  | (21)[10.29]   | 
|        | 10 | .23        |  | Roaming Agreement for GSM/ GPRS between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003                                                                                                                                                                                                 |  |  | (21)[10.30]   | 
|        | 10 | .24        |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003                                                                                                                                                                                                   |  |  | (21)[10.31]   | 
|        | 10 | .25        |  | Second Amended and Restated TDMA Operating
    Agreement between AT&T Wireless Services, Inc. on behalf of
    itself and its affiliates and ACC Acquisition LLC, on behalf of
    itself, American Cellular Corporation and their respective
    affiliates dated July 11, 2003                                                   |  |  | (21)[10.32]   | 
|        | 10 | .26         |  | Tax Allocation Agreement dated August 19,
    2003, between Dobson Communications Corporation and American
    Cellular Corporation                                                                                                                                                                                                |  |  | (22)[10.33]   | 
|        | 10 | .27         |  | Registration Rights Agreement dated as of
    August 8, 2003 by and between ACC Escrow Corp. as Issuer,
    American Cellular Corporation, certain Guarantors listed on
    Schedule A and Bear, Stearns & Co., Inc. and
    Morgan Stanley & Co. Incorporated, as Initial Purchasers                                              |  |  | (22)[10.34]   | 
|        | 10 | .28         |  | Registration Rights Agreement dated
    August 19, 2003 between Dobson Communications Corporation
    and holders of Class A Common Stock and Series F
    Convertible Preferred Stock                                                                                                                                             |  |  | (22)[10.35]   | 
|        | 10 | .29         |  | Registration Rights Agreement between Dobson
    Communications Corporation and Bank of America, N.A. dated as of
    March 15, 2002                                                                                                                                                                                               |  |  | (22)[10.36]   | 
|        | 10 | .30         |  | Registration Rights Agreement dated
    September 26, 2003 among Dobson Communications Corporation,
    Lehman Brothers, Inc., Morgan Stanley & Co.,
    Incorporated, and Bear, Stearns & Co., Inc. Credit
    Agreement by and among Dobson Cellular Systems, Inc., Dobson
    Communications Corporation, Dobson Operating Co., |  |  | (23)[10.37]   | 
|        | 10 | .31         |  | L.L.C. and Lehman Commercial Paper Inc., as
    Administrative Agent for the Lenders dated October 23, 2003                                                                                                                                                                                                                        |  |  | (24)[10.38]   | 
|        | 10 | .31.1       |  | Amendment No. 1 dated March 9, 2004, to
    Credit Agreement by and among Dobson Cellular Systems, Inc.,
    Dobson Operating Co., L.L.C. and Lehman Commercial Paper Inc.,
    as Administrative Agent for the Lenders dated October 23,
    2003.                                                                                |  |  | (27)[4]       | 
|        | 10 | .31.2       |  | Amendment No. 2 dated May 7, 2004, to
    Credit Agreement by and among Dobson Cellular Systems, Inc.,
    Dobson Operating Co., L.L.C. and Lehman Commercial Paper Inc.,
    as Administrative Agent for the Lenders dated October 23,
    2003.                                                                                  |  |  | (29)[10.32.2] | 
|        | 10 | .32         |  | Guarantee and Collateral Agreement by and among
    Dobson Cellular Systems, Inc., Dobson Communications
    Corporation, Dobson Operating Co., L.L.C. and Lehman Commercial
    Paper Inc., as Administrative Agent for the Lenders dated
    October 23, 2003                                                                    |  |  | (24)[10.39]   | 
|        | 10 | .33         |  | Escrow Agreement dated August 8, 2003 by and
    between ACC Escrow Corp. and Bank of Oklahoma, National
    Association, as trustee and escrow agent                                                                                                                                                                              |  |  | (25)[10.40]   | 
|        | 10 | .34         |  | Registration Rights Agreement dated as of
    September 26, 2003 by and among Dobson Communications
    Corporation, Lehman Brothers Inc., Morgan Stanley & Co.
    Incorporated and Bear, Stearns & Co. Inc.                                                                                                                      |  |  | (25)[10.41]   | 

45



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##### Table of Contents



|        |    |             |  |                                                                               |  |  |      | 
|------- | -- | ----------- |  | ----------------------------------------------------------------------------- |  |  | ---- | 
|Exhibit |    |             |  | Method of                                                                    
|Numbers |    | Description |  | Filing                                                                       
|        |    |             |  |                                                                              
|        | 31 | .1          |  | Rule 13a-14(a) Certification by our Chairman
    and Chief Executive Officer. |  |  | (30) | 
|        | 31 | .2          |  | Rule 13a-14(a) Certification by our Chief
    Financial Officer.              |  |  | (30) | 
|        | 32 | .1          |  | Section 1350 Certification by our Chairman
    and Chief Executive Officer.   |  |  | (30) | 
|        | 32 | .2          |  | Section 1350 Certification by our Chief
    Financial Officer.                |  |  | (30) | 



---



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



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



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



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

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##### Table of Contents





|     |                                                                                                                                                                                                          
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(19) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on January 8, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                     
|    
|(20) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2003, as the exhibit number indicated in brackets
    and incorporated by reference herein.
|    
|(21) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on July 28, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                       
|    
|(22) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on September 18, 2003, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                  
|    
|(23) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on October 2, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                     
|    
|(24) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on October 29, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                    
|    
|(25) | Filed as an exhibit to the Registration Statement
    on Form S-4 (Registration No. 333-110380) as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                
|    
|(26) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2003, as the exhibit number indicated in
    brackets and incorporated by reference herein.   
|    
|(27) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on March 22, 2004, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                      
|    
|(28) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K on April 8, 2004, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                       
|    
|(29) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2004, as the exhibit number indicated in brackets
    and incorporated by reference herein.
|    
|(30) | Filed herewith.                                                                                                                                                                                          

47