##### 









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




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Form 10-Q

|  |  |                                                                                                                                              
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|þ |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the Quarterly Period Ended March 31, 2003
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                                 
| 
|  |  | For the transition period
    from           to                                                                                              

Commission file no. 000-29225



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Dobson Communications Corporation

(Exact name of registrant as specified in its
charter)


|                                                                                           |  |                                         
|------------------------------------------------------------------------------------------ |  | ----------------------------------------
|Oklahoma                                                                                   |  | 75-1513309                              
|(State or other jurisdiction of
    incorporation or organization)                         |  | (I.R.S. Employer
    Identification No.)
|                                                                                          
|14201 Wireless Way
    Oklahoma City, Oklahoma(Address of principal executive
    offices) |  | 73134(Zip Code)                         

(405) 529-8500

(Registrants telephone number, including
area code)




---

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

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

As of May 9, 2003, there were 35,427,391
shares of registrants $.001 par value Class A Common
Stock outstanding and 54,737,360 shares of the registrants
$.001 par value Class B Common Stock outstanding.



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##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES



INDEX TO FORM 10-Q


|                              |   |  |  |                                                                                                             |  |  |    | 
|----------------------------- | - |  |  | ----------------------------------------------------------------------------------------------------------- |  |  | -- | 
|Item                          |   |  |  |                                                                                                            
|Number                        |   |  |  | Page                                                                                                       
|                              |   |  |  |                                                                                                            
|PART I. FINANCIAL INFORMATION
|                              | 1 |  |  | Condensed Consolidated Financial Statements:                                                                |  |  |    | 
|                              |   |  |  | Condensed Consolidated Balance Sheets as of
    March 31, 2003 and December 31, 2002                        |  |  | 2  | 
|                              |   |  |  | Condensed Consolidated Statements of Operations
    for the Three Months Ended March 31, 2003 and 2002      |  |  | 3  | 
|                              |   |  |  | Condensed Consolidated Statement of
    Stockholders Deficit for the Three Months Ended
    March 31, 2003 |  |  | 4  | 
|                              |   |  |  | Condensed Consolidated Statements of Cash Flows
    for the Three Months Ended March 31, 2003 and 2002      |  |  | 5  | 
|                              |   |  |  | Notes to Condensed Consolidated Financial
    Statements                                                    |  |  | 6  | 
|                              | 2 |  |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations                   |  |  | 15 | 
|                              | 3 |  |  | Quantitative and Qualitative Disclosure about
    Market Risk                                               |  |  | 27 | 
|                              | 4 |  |  | Controls and Procedures                                                                                     |  |  | 27 | 
|PART II. OTHER INFORMATION   
|                              | 1 |  |  | Legal Proceedings                                                                                           |  |  | 28 | 
|                              | 2 |  |  | Changes in Securities and Use of Proceeds                                                                   |  |  | 28 | 
|                              | 3 |  |  | Defaults Upon Senior Securities                                                                             |  |  | 28 | 
|                              | 4 |  |  | Submission of Matters to a Vote of Security
    Holders                                                     |  |  | 28 | 
|                              | 5 |  |  | Other Information                                                                                           |  |  | 28 | 
|                              | 6 |  |  | Exhibits and Reports on Form 8-K                                                                            |  |  | 28 | 

1



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##### 



PART I. FINANCIAL INFORMATION



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

DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE
SHEETS

|                                          |                                                                                                                                                                                |                                          |                                             |               |               |               |             |               |               |               | 
|----------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------- | ------------------------------------------- | ------------- | ------------- | ------------- | ----------- | ------------- | ------------- | ------------- | 
|                                          |                                                                                                                                                                                | March 31,                                |                                             | December 31, 
|                                          |                                                                                                                                                                                | 2003                                     |                                             | 2002         
|                                          |                                                                                                                                                                                |                                          |                                             |              
|                                          |                                                                                                                                                                                | (Unaudited)                              |                                             |              
|ASSETS                                   
|CURRENT ASSETS:                           |                                                                                                                                                                                |                                          |                                             |               |               |               |             |              
|                                          | Cash and cash equivalents                                                                                                                                                      |                                          | $                                           | 264,070,755   |               |               | $           | 294,202,659   |              
|                                          | Restricted cash and investments                                                                                                                                                |                                          |                                             | 7,125,265     |               |               |             | 7,098,254     |              
|                                          | Accounts receivable                                                                                                                                                            |                                          |                                             | 54,232,876    |               |               |             | 58,632,227    |              
|                                          | Inventory                                                                                                                                                                      |                                          |                                             | 4,510,157     |               |               |             | 6,193,855     |              
|                                          | Prepaid expenses and other                                                                                                                                                     |                                          |                                             | 4,345,284     |               |               |             | 4,064,660     |              
|                                          | Deferred income taxes                                                                                                                                                          |                                          |                                             | 1,980,000     |               |               |             | 1,980,000     |              
|                                          |                                                                                                                                                                                |                                          |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                                |                                          | Total current assets                        |               |               | 336,264,337   |             |               |               | 372,171,655   | 
|                                          |                                                                                                                                                                                |                                          |                                             |               |               |               |             |              
|PROPERTY, PLANT AND EQUIPMENT, net        |                                                                                                                                                                                |                                          | 270,819,945                                 |               |               |               | 271,702,926 |              
|                                          |                                                                                                                                                                                |                                          |                                             |               |               |               |             |              
|OTHER ASSETS:                             |                                                                                                                                                                                |                                          |                                             |               |               |               |             |              
|                                          | Receivables  affiliate                                                                                                                                                        |                                          |                                             | 1,219,756     |               |               |             | 784,284       |              
|                                          | Restricted assets                                                                                                                                                              |                                          |                                             | 3,700,000     |               |               |             | 7,098,253     |              
|                                          | Wireless license acquisition costs                                                                                                                                             |                                          |                                             | 1,035,535,776 |               |               |             | 1,035,547,289 |              
|                                          | Deferred financing costs, net                                                                                                                                                  |                                          |                                             | 47,648,558    |               |               |             | 49,950,466    |              
|                                          | Other intangibles, net                                                                                                                                                         |                                          |                                             | 15,504,153    |               |               |             | 18,796,563    |              
|                                          | Deposits                                                                                                                                                                       |                                          |                                             | 2,055,569     |               |               |             | 1,842,432     |              
|                                          | Other non-current assets                                                                                                                                                       |                                          |                                             | 23,767,579    |               |               |             | 25,321,640    |              
|                                          | Assets of discontinued operations                                                                                                                                              |                                          |                                             | 175,220,502   |               |               |             | 178,056,420   |              
|                                          |                                                                                                                                                                                |                                          |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                                | Total other assets                       |                                             |               | 1,304,651,893 |               |             |               | 1,317,397,347 |              
|                                          |                                                                                                                                                                                |                                          |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                                |                                          | Total assets                                |               | $             | 1,911,736,175 |             |               | $             | 1,961,271,928 | 
|                                          |                                                                                                                                                                                |                                          |                                             |               |               |               |             |              
|                                         
|LIABILITIES AND STOCKHOLDERS
    DEFICIT
|CURRENT LIABILITIES:                      |                                                                                                                                                                                |                                          |                                             |               |               |               |             |              
|                                          | Accounts payable                                                                                                                                                               |                                          | $                                           | 43,158,364    |               |               | $           | 52,105,963    |              
|                                          | Accrued expenses                                                                                                                                                               |                                          |                                             | 8,961,828     |               |               |             | 19,714,006    |              
|                                          | Accrued interest                                                                                                                                                               |                                          |                                             | 29,716,784    |               |               |             | 24,515,509    |              
|                                          | Deferred revenue and customer deposits                                                                                                                                         |                                          |                                             | 12,840,441    |               |               |             | 12,837,967    |              
|                                          | Current portion of long-term debt                                                                                                                                              |                                          |                                             | 56,116,843    |               |               |             | 50,704,238    |              
|                                          | Accrued dividends payable                                                                                                                                                      |                                          |                                             | 38,721,831    |               |               |             | 37,251,136    |              
|                                          | Current portion of obligations under capital
    leases                                                                                                                        |                                          |                                             | 1,108,642     |               |               |             | 1,324,267     |              
|                                          |                                                                                                                                                                                |                                          |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                                | Total current liabilities                |                                             |               | 190,624,733   |               |             |               | 198,453,086   |              
|                                          |                                                                                                                                                                                |                                          |                                             |               |               |               |             |              
|OTHER LIABILITIES:                        |                                                                                                                                                                                |                                          |                                             |               |               |               |             |              
|                                          | Long-term debt, net of current portion                                                                                                                                         |                                          |                                             | 1,199,116,539 |               |               |             | 1,222,435,718 |              
|                                          | Deferred tax liabilities                                                                                                                                                       |                                          |                                             | 56,720,893    |               |               |             | 51,801,039    |              
|                                          | Minority interest                                                                                                                                                              |                                          |                                             | 7,768,604     |               |               |             | 7,891,901     |              
|                                          | Other non-current liabilities                                                                                                                                                  |                                          |                                             | 1,007,459     |               |               |             | 2,610,029     |              
|                                          | Liabilities of discontinued operations                                                                                                                                         |                                          |                                             | 63,636,992    |               |               |             | 62,808,416    |              
|Commitments (Note 8)                      |                                                                                                                                                                                |                                          |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                                | Senior exchangeable preferred stock, net |                                             |               | 518,664,177   |               |             |               | 558,343,563   |              
|                                          |                                                                                                                                                                                | Series AA Preferred Stock                |                                             |               | 200,000,000   |               |             |               | 200,000,000   |              
|                                         
|STOCKHOLDERS DEFICIT:                    |                                                                                                                                                                                |                                          |                                             |               |               |               |             |              
|                                          | Class A Common Stock, $.001 par value,
    175,000,000 shares authorized and 40,126,441 and 39,700,968
    issued at March 31, 2003 and December 31, 2002,
    respectively    |                                          |                                             | 40,126        |               |               |             | 39,701        |              
|                                          | Class B Common Stock, $.001 par value,
    70,000,000 shares authorized and 54,727,360 and 54,977,481
    shares issued March 31, 2003 and December 31, 2002,
    respectively |                                          |                                             | 54,728        |               |               |             | 54,978        |              
|                                          | Class C Common Stock, $.001 par value, 4,226
    shares authorized and zero shares issued at March 31, 2003
    and December 31, 2002                                          |                                          |                                             |              |               |               |             |              |              
|                                          | Class D Common Stock, $.001 par value,
    33,000 shares authorized and zero shares issued at
    March 31, 2003 and December 31, 2002                                         |                                          |                                             |              |               |               |             |              |              
|                                          | Paid-in capital                                                                                                                                                                |                                          |                                             | 696,327,524   |               |               |             | 674,023,222   |              
|                                          | Retained deficit                                                                                                                                                               |                                          |                                             | (995,335,999  | )             |               |             | (989,852,500  | )            
|                                          | Accumulated other comprehensive loss, net of
    income tax benefit of $129,765 and $662,381 at March 31,
    2003 and December 31, 2002, respectively                         |                                          |                                             | (211,723      | )             |               |             | (1,080,726    | )            
|                                          | Less 4,724,050 and 4,569,131 common shares held
    in treasury, at cost at March 31, 2003 and
    December 31, 2002, respectively                                             |                                          |                                             | (26,677,878   | )             |               |             | (26,256,499   | )            
|                                          |                                                                                                                                                                                |                                          |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                                | Total stockholders deficit              |                                             |               | (325,803,222  | )             |             |               | (343,071,824  | )            
|                                          |                                                                                                                                                                                |                                          |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                                |                                          | Total liabilities and stockholders deficit |               | $             | 1,911,736,175 |             |               | $             | 1,961,271,928 | 
|                                          |                                                                                                                                                                                |                                          |                                             |               |               |               |             |              

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

2



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##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

|                                                                                                            |                                                                                                                                     |                          |            |                |             |   |              |              |             | 
|----------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------- | ------------------------ | ---------- | -------------- | ----------- | - | ------------ | ------------ | ----------- | 
|                                                                                                            |                                                                                                                                     | Three Months             |            | Three Months  
|                                                                                                            |                                                                                                                                     | Ended                    |            | Ended         
|                                                                                                            |                                                                                                                                     | March 31, 2003           |            | March 31, 2002
|                                                                                                            |                                                                                                                                     |                          |            |               
|                                                                                                            |                                                                                                                                     |                         
|                                                                                                            |                                                                                                                                     | (Unaudited)             
|OPERATING REVENUE:                                                                                          |                                                                                                                                     |                          |            |                |             |   |              |             
|                                                                                                            | Service revenue                                                                                                                     |                          | $          | 87,304,835     |             |   | $            | 79,215,872   |            
|                                                                                                            | Roaming revenue                                                                                                                     |                          |            | 45,399,834     |             |   |              | 43,968,968   |            
|                                                                                                            | Equipment and other revenue                                                                                                         |                          |            | 5,388,108      |             |   |              | 4,076,450    |            
|                                                                                                            |                                                                                                                                     |                          |            |                |             |   |              |             
|                                                                                                            |                                                                                                                                     | Total operating revenue  |            |                | 138,092,777 |   |              |              | 127,261,290 | 
|                                                                                                            |                                                                                                                                     |                          |            |                |             |   |              |             
|OPERATING EXPENSES:                                                                                         |                                                                                                                                     |                          |            |                |             |   |              |             
|                                                                                                            | Cost of service                                                                                                                     |                          |            | 32,774,669     |             |   |              | 36,839,790   |            
|                                                                                                            | Cost of equipment                                                                                                                   |                          |            | 9,032,160      |             |   |              | 10,103,647   |            
|                                                                                                            | Marketing and selling                                                                                                               |                          |            | 14,457,935     |             |   |              | 16,398,636   |            
|                                                                                                            | General and administrative                                                                                                          |                          |            | 17,920,872     |             |   |              | 17,408,362   |            
|                                                                                                            | Depreciation and amortization                                                                                                       |                          |            | 21,114,264     |             |   |              | 19,288,442   |            
|                                                                                                            |                                                                                                                                     |                          |            |                |             |   |              |             
|                                                                                                            |                                                                                                                                     | Total operating expenses |            |                | 95,299,900  |   |              |              | 100,038,877 | 
|                                                                                                            |                                                                                                                                     |                          |            |                |             |   |              |             
|OPERATING INCOME                                                                                            |                                                                                                                                     |                          | 42,792,877 |                |             |   | 27,222,413   |             
|                                                                                                            |                                                                                                                                     |                          |            |                |             |   |              |             
|OTHER INCOME (EXPENSE):                                                                                     |                                                                                                                                     |                          |            |                |             |   |              |             
|                                                                                                            | Interest expense                                                                                                                    |                          |            | (24,658,548    | )           |   |              | (28,685,363  | )          
|                                                                                                            | Other income, net                                                                                                                   |                          |            | 1,959,496      |             |   |              | 1,159,566    |            
|                                                                                                            |                                                                                                                                     |                          |            |                |             |   |              |             
|INCOME (LOSS) BEFORE MINORITY INTERESTS IN INCOME
    OF SUBSIDIARIES, INCOME TAXES AND EXTRAORDINARY ITEMS |                                                                                                                                     |                          | 20,093,825 |                |             |   | (303,384     | )           
|MINORITY INTERESTS IN INCOME OF SUBSIDIARIES                                                                |                                                                                                                                     |                          | (1,619,451 | )              |             |   | (1,415,680   | )           
|LOSS FROM INVESTMENT IN JOINT VENTURE, net of
    income tax benefit of $4,443,737 for 2002                 |                                                                                                                                     |                          |           |                |             |   | (7,222,686   | )           
|                                                                                                            |                                                                                                                                     |                          |            |                |             |   |              |             
|INCOME (LOSS) BEFORE INCOME TAXES                                                                           |                                                                                                                                     |                          | 18,474,374 |                |             |   | (8,941,750   | )           
|                                                                                                            | Income tax (expense) benefit                                                                                                        |                          |            | (7,020,261     | )           |   |              | 653,244      |            
|                                                                                                            |                                                                                                                                     |                          |            |                |             |   |              |             
|INCOME (LOSS) FROM CONTINUING OPERATIONS                                                                    |                                                                                                                                     |                          | 11,454,113 |                |             |   | (8,288,506   | )           
|DISCONTINUED OPERATIONS: (Note 3)                                                                           |                                                                                                                                     |                          |            |                |             |   |              |             
|                                                                                                            | Income from discontinued operations, net of
    income tax expense of $2,201,573 and $4,446,658 for 2003 and
    2002, respectively |                          |            | 3,592,040      |             |   |              | 7,255,074    |            
|                                                                                                            | Loss from discontinued operations from investment
    in joint venture                                                              |                          |            |               |             |   |              | (326,955     | )          
|                                                                                                            | Gain from sale of discontinued operations, net of
    income tax expense of $59,164,138 for 2002                                    |                          |            |               |             |   |              | 88,314,922   |            
|                                                                                                            | Gain from sale of discontinued operations from
    investment in joint venture                                                      |                          |            |               |             |   |              | 6,736,056    |            
|                                                                                                            |                                                                                                                                     |                          |            |                |             |   |              |             
|INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN                                                                |                                                                                                                                     |                          |            |                |             |   |              |             
|                                                                                                            | ACCOUNTING PRINCIPLE:                                                                                                               |                          |            | 15,046,153     |             |   |              | 93,690,591   |            
|                                                                                                            | Cumulative effect of change in accounting
    principle, net of income tax benefit of $20,406,000
    (Note 10)                     |                          |            |               |             |   |              | (33,294,000  | )          
|                                                                                                            | Cumulative effect of change in accounting
    principle from investment in joint venture                                            |                          |            |               |             |   |              | (140,820,000 | )          
|                                                                                                            |                                                                                                                                     |                          |            |                |             |   |              |             
|NET INCOME (LOSS)                                                                                           |                                                                                                                                     |                          | 15,046,153 |                |             |   | (80,423,409  | )           
|                                                                                                            | Dividends on preferred stock                                                                                                        |                          |            | (20,529,652    | )           |   |              | (23,000,180  | )          
|                                                                                                            | Premium on redemption of preferred stock                                                                                            |                          |            | 23,614,525     |             |   |              |             |            
|                                                                                                            |                                                                                                                                     |                          |            |                |             |   |              |             
|NET INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDERS                                                     |                                                                                                                                     | $                        | 18,131,026 |                |             | $ | (103,423,589 | )           
|                                                                                                            |                                                                                                                                     |                          |            |                |             |   |              |             
|BASIC AND DILUTED NET LOSS APPLICABLE TO COMMON
    STOCKHOLDERS PER COMMON SHARE:                          |                                                                                                                                     |                          |            |                |             |   |              |             
|                                                                                                            | Continuing operations                                                                                                               |                          | $          | 0.13           |             |   | $            | (0.09        | )          
|                                                                                                            | Discontinued operations                                                                                                             |                          |            | 0.04           |             |   |              | 1.11         |            
|                                                                                                            | Change in accounting principle                                                                                                      |                          |            |               |             |   |              | (1.90        | )          
|                                                                                                            | Dividends on and redemption of preferred stock                                                                                      |                          |            | 0.03           |             |   |              | (0.25        | )          
|                                                                                                            |                                                                                                                                     |                          |            |                |             |   |              |             
|BASIC AND DILUTED NET LOSS APPLICABLE TO COMMON
    STOCKHOLDERS PER COMMON SHARE                           |                                                                                                                                     | $                        | 0.20       |                |             | $ | (1.13        | )           
|                                                                                                            |                                                                                                                                     |                          |            |                |             |   |              |             
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                                            |                                                                                                                                     |                          | 90,111,815 |                |             |   | 91,642,105   |             
|                                                                                                            |                                                                                                                                     |                          |            |                |             |   |              |             
|DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                                          |                                                                                                                                     |                          | 91,789,635 |                |             |   | 91,642,105   |             
|                                                                                                            |                                                                                                                                     |                          |            |                |             |   |              |             

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

3



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##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF
STOCKHOLDERS DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31,
2003


(Unaudited)


|                                                                  |                                                                                   |               |            |                       |   |              |            |         |  |             |        |               |  |          |            |               |  |      |        |         |  |   |             |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |           |  
|----------------------------------------------------------------- | --------------------------------------------------------------------------------- | ------------- | ---------- | --------------------- | - | ------------ | ---------- | ------- |  | ----------- | ------ | ------------- |  | -------- | ---------- | ------------- |  | ---- | ------ | ------- |  | - | ----------- | - |  | - | ------------ | - |  | - | ---------- | --------- | - | - | ----------- | - |  | - | ------------ | --------- | -
|                                                                  |                                                                                   |               |            |                      
|                                                                  |                                                                                   |               |            | Stockholders Deficit
|                                                                  |                                                                                   |               |            |                      
|                                                                  |                                                                                   |               |            |                       |   |              |            |        
|                                                                  |                                                                                   |               |            | Class A               |   | Class B      |            |         |  | Accumulated |        |              
|                                                                  |                                                                                   |               |            | Common Stock          |   | Common Stock |            |         |  | Other       |        | Treasury      |  | Total   
|                                                                  |                                                                                   | Comprehensive |            |                       |   |              |            | Paid-in |  | Retained    |        | Comprehensive |  | Stock at |            | Stockholders
|                                                                  |                                                                                   | Income        |            | Shares                |   | Amount       |            | Shares  |  | Amount      |        | Capital       |  | Deficit  |            | Loss          |  | Cost |        | Deficit
|                                                                  |                                                                                   |               |            |                       |   |              |            |         |  |             |        |               |  |          |            |               |  |      |        |        
|                                                                  |                                                                                   |               |            |                       |   |              |            |         |  |             |        | (Unaudited)   |  |          |            |               |  |      |        |        
|DECEMBER 31, 2002                                                 |                                                                                   |               |           |                       |   |              | 39,700,968 |         |  | $           | 39,701 |               |  |          | 54,977,481 |               |  | $    | 54,978 |         |  | $ | 674,023,222 |   |  | $ | (989,852,500 | ) |  | $ | (1,080,726 | )         |   | $ | (26,256,499 | ) |  | $ | (343,071,824 | )        
|Net income                                                        |                                                                                   | $             | 15,046,153 |                       |   |              |           |         |  |             |       |               |  |          |           |               |  |      |       |         |  |   |            |   |  |   | 15,046,153   |   |  |   |           |           |   |   |            |   |  |   | 15,046,153   |          
|                                                                  | Amounts related to hedged transactions
    reclassified into earnings, net of tax |               |            | 1,174,141             |   |              |            |        |  |             |        |              |  |          |            |              |  |      |        |        |  |   |             |  |  |   |              |  |  |   |            | 1,174,141 |   |   |             |  |  |   |              | 1,174,141 |  
|                                                                  | Change in fair value of hedge transactions, net
    of tax                        |               |            | (305,138              | ) |              |            |        |  |             |        |              |  |          |            |              |  |      |        |        |  |   |             |  |  |   |              |  |  |   |            | (305,138  | ) |   |             |  |  |   |              | (305,138  | )
|                                                                  |                                                                                   |               |            |                       |   |              |            |         |  |             |        |               |  |          |            |               |  |      |        |         |  |   |             |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |          
|Total comprehensive income                                        |                                                                                   | $             | 15,915,156 |                       |   |              |            |         |  |             |        |               |  |          |            |               |  |      |        |         |  |   |             |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |          
|                                                                  |                                                                                   |               |            |                       |   |              |            |         |  |             |        |               |  |          |            |               |  |      |        |         |  |   |             |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |          
|Increase in subscription receivable                               |                                                                                   |               |            |                       |   |              |           |         |  |             |       |               |  |          |           |               |  |      |       |         |  |   | 38,278      |   |  |   |             |   |  |   |           |           |   |   |            |   |  |   | 38,278       |          
|Preferred stock dividends                                         |                                                                                   |               |            |                       |   |              |           |         |  |             |       |               |  |          |           |               |  |      |       |         |  |   |            |   |  |   | (20,529,652  | ) |  |   |           |           |   |   |            |   |  |   | (20,529,652  | )        
|Issuance of common stock                                          |                                                                                   |               |            |                       |   |              | 425,473    |         |  |             | 425    |               |  |          | (250,121   | )             |  |      | (250   | )       |  |   | 144,396     |   |  |   |             |   |  |   |           |           |   |   |            |   |  |   | 144,571      |          
|Purchase of treasury stock, at cost                               |                                                                                   |               |            |                       |   |              |           |         |  |             |       |               |  |          |           |               |  |      |       |         |  |   |            |   |  |   |             |   |  |   |           |           |   |   | (421,379    | ) |  |   | (421,379     | )        
|Additional paid in capital from redemption of
    preferred stock |                                                                                   |               |            |                       |   |              |           |         |  |             |       |               |  |          |           |               |  |      |       |         |  |   | 22,121,628  |   |  |   |             |   |  |   |           |           |   |   |            |   |  |   | 22,121,628   |          
|                                                                  |                                                                                   |               |            |                       |   |              |            |         |  |             |        |               |  |          |            |               |  |      |        |         |  |   |             |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |          
|March 31, 2003                                                    |                                                                                   |               |            |                       |   |              | 40,126,441 |         |  | $           | 40,126 |               |  |          | 54,727,360 |               |  | $    | 54,728 |         |  | $ | 696,327,524 |   |  | $ | (995,335,999 | ) |  | $ | (211,723   | )         |   | $ | (26,677,878 | ) |  | $ | (325,803,222 | )        
|                                                                  |                                                                                   |               |            |                       |   |              |            |         |  |             |        |               |  |          |            |               |  |      |        |         |  |   |             |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |          

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

4



---



##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS

|                                                                            |                                                                                                         |                                                                                |                                                         |             |            |             |             |              |             |              |  
|--------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | ------------------------------------------------------- | ----------- | ---------- | ----------- | ----------- | ------------ | ----------- | ------------ | -
|                                                                            |                                                                                                         |                                                                               
|                                                                            |                                                                                                         | Three Months Ended March 31,                                                  
|                                                                            |                                                                                                         |                                                                               
|                                                                            |                                                                                                         | 2003                                                                           |                                                         | 2002       
|                                                                            |                                                                                                         |                                                                                |                                                         |            
|                                                                            |                                                                                                         |                                                                               
|                                                                            |                                                                                                         | (Unaudited)                                                                   
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                                                                                         |                                                                                |                                                         |             |            |             |             |             
|                                                                            | Income (loss) from continuing operations                                                                |                                                                                | $                                                       | 11,454,113  |            |             | $           | (8,288,506   | )          
|                                                                            | Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities  |                                                                                |                                                         |             |            |             |             |              |            
|                                                                            |                                                                                                         | Depreciation and amortization                                                  |                                                         |             | 21,114,264 |             |             |              | 19,288,442  |             
|                                                                            |                                                                                                         | Amortization of bond premium and financing costs                               |                                                         |             | 2,360,932  |             |             |              | 2,733,137   |             
|                                                                            |                                                                                                         | Deferred income taxes                                                          |                                                         |             | 4,387,239  |             |             |              | 11,289,166  |             
|                                                                            |                                                                                                         | Cash provided by (used in) operating activities
    of discontinued operations |                                                         |             | 7,256,536  |             |             |              | (5,074,266  | )           
|                                                                            |                                                                                                         | Gain (Loss) on disposition of assets, net                                      |                                                         |             | 92,441     |             |             |              | 23,885      |             
|                                                                            |                                                                                                         | Minority interests in income of subsidiaries                                   |                                                         |             | 1,619,451  |             |             |              | (1,510,452  | )           
|                                                                            |                                                                                                         | Loss from investment in joint venture                                          |                                                         |             |           |             |             |              | 7,222,686   |             
|                                                                            |                                                                                                         | Accrued dividend income                                                        |                                                         |             |           |             |             |              | (1,114,161  | )           
|                                                                            | Changes in current assets and
    liabilities                                                          |                                                                                |                                                         |             |            |             |             |              |            
|                                                                            |                                                                                                         | Accounts receivable                                                            |                                                         |             | 4,399,351  |             |             |              | (1,565,903  | )           
|                                                                            |                                                                                                         | Inventory                                                                      |                                                         |             | 1,683,698  |             |             |              | (9,528,882  | )           
|                                                                            |                                                                                                         | Prepaid expenses and other                                                     |                                                         |             | (403,457   | )           |             |              | 370,717     |             
|                                                                            |                                                                                                         | Accounts payable                                                               |                                                         |             | (8,947,599 | )           |             |              | (14,701,161 | )           
|                                                                            |                                                                                                         | Accrued expenses                                                               |                                                         |             | (5,550,903 | )           |             |              | (4,773,468  | )           
|                                                                            |                                                                                                         | Deferred revenue and customer deposits                                         |                                                         |             | 2,474      |             |             |              | 349,849     |             
|                                                                            |                                                                                                         |                                                                                |                                                         |             |            |             |             |             
|                                                                            |                                                                                                         |                                                                                | Net cash provided by (used in) operating
    activities |             |            | 39,468,540  |             |              |             | (5,278,917   | )
|                                                                            |                                                                                                         |                                                                                |                                                         |             |            |             |             |             
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                                                                                         |                                                                                |                                                         |             |            |             |             |             
|                                                                            | Capital expenditures                                                                                    |                                                                                |                                                         | (17,088,953 | )          |             |             | (16,950,504  | )          
|                                                                            | Increase in receivable-affiliates                                                                       |                                                                                |                                                         | (387,800    | )          |             |             | (372,226     | )          
|                                                                            | Proceeds from sale of property, plant, and
    equipment                                                |                                                                                |                                                         | 7,950       |            |             |             |             |            
|                                                                            | Refund of funds held in escrow for contingencies
    on sold assets                                     |                                                                                |                                                         | 7,094,075   |            |             |             |             |            
|                                                                            | Net proceeds from sale of discontinued operations                                                       |                                                                                |                                                         |            |            |             |             | 335,619,711  |            
|                                                                            | Other investing activities                                                                              |                                                                                |                                                         | (2,413,361  | )          |             |             | 1,291,222    |            
|                                                                            |                                                                                                         |                                                                                |                                                         |             |            |             |             |             
|                                                                            |                                                                                                         |                                                                                | Net cash (used in) provided by investing
    activities |             |            | (12,788,089 | )           |              |             | 319,588,203  |  
|                                                                            |                                                                                                         |                                                                                |                                                         |             |            |             |             |             
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                                                                                         |                                                                                |                                                         |             |            |             |             |             
|                                                                            | Proceeds from long-term debt                                                                            |                                                                                |                                                         |            |            |             |             | 202,000,000  |            
|                                                                            | Repayments of long-term debt                                                                            |                                                                                |                                                         | (17,950,000 | )          |             |             | (511,666,675 | )          
|                                                                            | Distributions to partners                                                                               |                                                                                |                                                         | (1,742,748  | )          |             |             | (1,652,223   | )          
|                                                                            | Issuance of common stock                                                                                |                                                                                |                                                         | 24,062      |            |             |             |             |            
|                                                                            | Redemption of preferred stock                                                                           |                                                                                |                                                         | (36,592,475 | )          |             |             |             |            
|                                                                            | Purchase of treasury stock                                                                              |                                                                                |                                                         | (300,869    | )          |             |             | (6,852,944   | )          
|                                                                            | Deferred financing costs                                                                                |                                                                                |                                                         | (15,999     | )          |             |             |             |            
|                                                                            | Other financing activities                                                                              |                                                                                |                                                         | (234,326    | )          |             |             | (490,088     | )          
|                                                                            |                                                                                                         |                                                                                |                                                         |             |            |             |             |             
|                                                                            |                                                                                                         |                                                                                | Net cash used in financing activities                   |             |            | (56,812,355 | )           |              |             | (318,661,930 | )
|                                                                            |                                                                                                         |                                                                                |                                                         |             |            |             |             |             
|NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS                    |                                                                                                         |                                                                                | (30,131,904                                             | )           |            |             | (4,352,644  | )           
|CASH AND CASH EQUIVALENTS, beginning of period                              |                                                                                                         |                                                                                | 294,202,659                                             |             |            |             | 161,236,136 |             
|                                                                            |                                                                                                         |                                                                                |                                                         |             |            |             |             |             
|CASH AND CASH EQUIVALENTS, end of period                                    |                                                                                                         | $                                                                              | 264,070,755                                             |             |            | $           | 156,883,492 |             
|                                                                            |                                                                                                         |                                                                                |                                                         |             |            |             |             |             
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                          |                                                                                                         |                                                                                |                                                         |             |            |             |             |             
|                                                                            | Cash paid for                                                                                          |                                                                                |                                                         |             |            |             |             |              |            
|                                                                            |                                                                                                         | Interest, net of amounts capitalized                                           |                                                         | $           | 26,461,034 |             |             | $            | 35,836,598  |             
|                                                                            |                                                                                                         | Income taxes                                                                   |                                                         |             | 1,198,255  |             |             |              | 921,718     |             
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
    FINANCING ACTIVITIES: |                                                                                                         |                                                                                |                                                         |             |            |             |             |             
|                                                                            | Stock dividend paid through the issuance of
    preferred stock                                         |                                                                                | $                                                       | 18,468,000  |            |             | $           | 23,000,180   |            

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

5



---



##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(Unaudited)


The condensed consolidated balance sheets of
Dobson Communications Corporation (DCC) and
subsidiaries (collectively with DCC, the Company) as
of March 31, 2003, the condensed consolidated statement of
operations for the three months ended March 31, 2003 and
2002, the condensed consolidated statement of stockholders
equity (deficit) for the three months ended March 31, 2003
and the condensed consolidated statements of cash flows for the
three months ended March 31, 2003 and 2002 are unaudited.
In the opinion of management, such financial statements include
all adjustments, consisting only of normal recurring adjustments
necessary for a fair presentation of financial position, results
of operations, and cash flows for the periods presented.

The condensed consolidated balance sheet at
December 31, 2002 was derived from audited financial
statements, but does not include all disclosures required by
generally accepted accounting principles. The financial
statements presented herein should be read in connection with
the Companys December 31, 2002 consolidated financial
statements included in the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2002.



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

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

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



|   |                                               
|-- | ----------------------------------------------
|2. | Investment in Unconsolidated Joint
    Venture

The Company owns a 50% interest in a joint
venture that owns American Cellular Corporation (American
Cellular). This investment is accounted for on the equity
method. At June 30, 2002 and continuing through
March 31,2003, American Cellular was not in compliance with
its total debt leverage ratio covenant under its credit
facility. Due to factors and circumstances impacting American
Cellular, American Cellular concluded that it was necessary to
re-evaluate its carrying value of its goodwill and indefinite
life intangible assets in accordance with SFAS No. 142,
Goodwill and Other Intangible Assets. Based on
re-evaluations, American Cellular concluded that there was an
impairment of its goodwill at June 30, 2002 and
December 31, 2002. As a result, American Cellular
recognized an impairment loss totaling $377.0 million, at
June 30, 2002, and an additional loss of
$423.9 million, at December 31, 2002. After
recognizing its 50% interest of the impairment at June 30,
2002, the Companys investment in the joint venture was
written down to $0. Therefore, the additional impairment loss of
$423.9 million at December 31, 2002, did not impact
the Companys results of operations or financial condition.
The Company does not guarantee any of American Cellulars
obligations. Until future cumulative earnings, if any, are
earned at American Cellular to restore American Cellulars
equity, the Company will not record its pro rata share of
American Cellulars operations.

6



---



##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

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

|                                   |  |                  |           |                   |  |   |           |  
|---------------------------------- |  | ---------------- | --------- | ----------------- |  | - | --------- | -
|                                   |  | March 31, 2003   |           | December 31, 2002
|                                   |  |                  |           |                  
|                                   |  |                 
|                                   |  | ($ in thousands)
|Current assets                     |  | $                | 94,766    |                   |  | $ | 100,524   |  
|Property, plant and equipment, net |  |                  | 184,771   |                   |  |   | 185,935   |  
|Intangible assets                  |  |                  | 911,840   |                   |  |   | 915,845   |  
|Other assets                       |  |                  | 1,438     |                   |  |   | 5,940     |  
|Current liabilities                |  |                  | 1,647,842 |                   |  |   | 1,657,828 |  
|Preferred stock                    |  |                  | 35,000    |                   |  |   | 35,000    |  
|Other liabilities                  |  |                  | 41,908    |                   |  |   | 43,691    |  
|Members deficit                   |  |                  | (531,935  | )                 |  |   | (528,275  | )

|                                                                                 |  |                  |         |                |  |   |          |  
|-------------------------------------------------------------------------------- |  | ---------------- | ------- | -------------- |  | - | -------- | -
|                                                                                 |  | For the Three    |         | For the Three 
|                                                                                 |  | Months Ended     |         | Months Ended  
|                                                                                 |  | March 31, 2003   |         | March 31, 2002
|                                                                                 |  |                  |         |               
|                                                                                 |  |                 
|                                                                                 |  | ($ in thousands)
|Operating revenue                                                                |  | $                | 106,490 |                |  | $ | 99,883   |  
|Operating income                                                                 |  |                  | 26,923  |                |  |   | 18,824   |  
|Loss from continuing operations                                                  |  |                  | (2,406  | )              |  |   | (13,331  | )
|Income from discontinued operations and sale of
    discontinued operations, net |  |                  |        |                |  |   | 12,818   |  
|Cumulative effect of change in accounting
    principle, net                     |  |                  |        |                |  |   | (281,640 | )
|Net loss applicable to members                                                   |  |                  | (3,660  | )              |  |   | (283,267 | )

American Cellulars credit facility includes
a financial covenant requiring American Cellular not to exceed a
certain total debt leverage ratio. As described above, American
Cellular was not in compliance with this covenant at
June 30, 2002 and has continued to be out of compliance
through March 31, 2003. The lenders presently have the
right, but not the obligation, to accelerate the repayment of
the entire amount outstanding under its credit facility.
Acceleration under the credit facility would allow the holders
of American Cellulars senior subordinated notes to declare
the principal and interest of the senior subordinated notes
immediately due and payable. To date, no such acceleration has
occurred and American Cellular continues to hold discussions
with its bank lenders and with representatives of certain of the
American Cellular bondholders concerning a potential
reorganization. American Cellular can provide no assurance that
it would be successful in reorganizing or be able to meet its
obligations under the accelerated repayment terms. Therefore, on
June 30, 2002 and continuing through March 31, 2003,
American Cellular has classified all of its long-term debt as
current. There continues to be substantial doubt about American
Cellulars ability to continue as a going concern, as
expressed in the independent auditors report on American
Cellulars 2002 financial statements.



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

On February 8, 2002, the Company completed
the sale of three wireless properties to Verizon Wireless for a
total purchase price of $263.0 million. These properties
include California 7 RSA, Ohio 2 RSA and Georgia
1 RSA. On February 28, 2002, the Company completed
another transaction with Verizon Wireless in which the Company
sold its 75% ownership interest in Arizona 5 RSA for a
total purchase price of $85.0 million. In addition, on
February 8, 2002, two wholly-owned, indirect subsidiaries
of the Companys 50% owned joint venture, American
Cellular, completed the sale of Tennessee 4 RSA to Verizon
Wireless for a

7



---



##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

total purchase price of $202.0 million.
Proceeds from these transactions were primarily used to pay down
bank debt. The Companys financials have been restated to
reflect the sale of these properties to Verizon Wireless as
discontinued operations in the condensed consolidated financial
statements.

On December 24, 2002, the Company entered
into a definitive agreement to exchange its two remaining
wireless properties in California for two AT&T Wireless
properties in Alaska. In addition, AT&T Wireless has agreed
to transfer to the Company all of the Companys
Series AA preferred stock that it currently holds. Upon the
transfer of the Series AA preferred stock, AT&T
Wireless would own less than 5.0% of the Companys fully
diluted Class A common stock. Upon receipt of the
Series AA preferred stock, the Company plans to cancel that
issue, including the related accrued dividends. Although this
transaction remains subject to federal and regulatory approvals,
during the first quarter of 2003, certain other conditions were
executed making it more likely than not that this transaction
will be completed, thus, the Company has reclassified its
financial statements to reflect the operations of its California
properties as discontinued operations. Also, on
December 24, 2002, the Company acquired an option to
acquire the non-controlling partnership interest of AT&T
Wireless in Cordova Wireless Partnership, an Alaska general
partnership. After further investigation and consideration, the
Company elected not to exercise the option and the option
expired by its terms on February 7, 2003.

Pursuant to SFAS No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets, which
replaces APB Opinion No. 30 for the disposal of segments of
a business, the condensed consolidated financial statements have
been 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 the March 31, 2003 and
December 31, 2002 condensed consolidated balance sheets
consist of the following:

|                                        |                                              |                  |         |                   |  |   |         |         | 
|--------------------------------------- | -------------------------------------------- | ---------------- | ------- | ----------------- |  | - | ------- | ------- | 
|                                        |                                              | March 31, 2003   |         | December 31, 2002
|                                        |                                              |                  |         |                  
|                                        |                                              |                 
|                                        |                                              | ($ in thousands)
|Current assets                          |                                              | $                | 4,952   |                   |  | $ | 5,749   |        
|Property, plant and equipment, net      |                                              |                  | 26,985  |                   |  |   | 29,023  |        
|Wireless license acquisition costs, net |                                              |                  | 143,212 |                   |  |   | 143,212 |        
|Other assets                            |                                              |                  | 72      |                   |  |   | 72      |        
|                                        |                                              |                  |         |                   |  |   |         |        
|                                        | Total assets of discontinued operations      |                  | $       | 175,221           |  |   | $       | 178,056 | 
|                                        |                                              |                  |         |                   |  |   |         |        
|Current liabilities                     |                                              | $                | 3,349   |                   |  | $ | 3,472   |        
|Minority Interest                       |                                              |                  | 1,492   |                   |  |   | 1,397   |        
|Deferred tax liabilities                |                                              |                  | 58,796  |                   |  |   | 57,939  |        
|                                        |                                              |                  |         |                   |  |   |         |        
|                                        | Total liabilities of discontinued operations |                  | $       | 63,637            |  |   | $       | 62,808  | 
|                                        |                                              |                  |         |                   |  |   |         |        

The net income from discontinued operations was
classified on the condensed consolidated statement of operations
as Income from discontinued operations. For the
three months ended March 31, 2002, these discontinued
operations included both the results of operations for the
properties sold to Verizon and the California properties
included in the swap with AT&T Wireless. As for the three
months ended March 31,

8



---



##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

2003, only the California properties are
included. Summarized results of discontinued operations are as
follows:

|                                    |  |                  |        |                |  |   |        |  
|----------------------------------- |  | ---------------- | ------ | -------------- |  | - | ------ | -
|                                    |  | For the          |        | For the       
|                                    |  | Three Months     |        | Three Months  
|                                    |  | Ended            |        | Ended         
|                                    |  | March 31, 2003   |        | March 31, 2002
|                                    |  |                  |        |               
|                                    |  |                 
|                                    |  | ($ in thousands)
|Operating revenue                   |  | $                | 16,852 |                |  | $ | 28,434 |  
|Income before income taxes          |  |                  | 5,794  |                |  |   | 11,702 |  
|Income tax provision                |  |                  | (2,202 | )              |  |   | (4,447 | )
|Income from discontinued operations |  |                  | 3,592  |                |  |   | 7,255  |  

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
$1.2 million for the three months ended March 31, 2003
and $3.7 million for the three months ended March 31,
2002.

The Company completed the sale of Ohio
2 RSA, California 7 RSA and Georgia 1 RSA on
February 8, 2002 and the sale of Arizona 5 RSA on
February 28, 2002, and recorded income incurred through
those dates and the related gains on the sale, which totaled
approximately $93.4 million, net of tax expense.

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

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

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

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



|   |                              
|-- | -----------------------------
|4. | Property, Plant and Equipment

Property, plant and equipment are recorded at
cost. Newly constructed wireless systems are added to property,
plant and equipment at cost, which includes contracted services,
direct labor and materials overhead. Existing property, plant
and equipment purchased through acquisitions is recorded at its
fair value at the date of the purchase. Repairs, minor
replacements and maintenance are charged to operations as
incurred. The provisions for depreciation are provided using the
straight-line method based on the estimated useful lives of the
various classes of depreciable property. Depreciation expense
for the three months ended March 31, 2003

9



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##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

and 2002 totaled $17.8 million and
$15.7 million. Listed below are the gross property, plant
and equipment amounts and the related accumulated depreciation
for the periods described.

|                                    |  |                  |          |                   |  |   |          |  
|----------------------------------- |  | ---------------- | -------- | ----------------- |  | - | -------- | -
|                                    |  | March 31, 2003   |          | December 31, 2002
|                                    |  |                  |          |                  
|                                    |  |                 
|                                    |  | ($ in thousands)
|Gross property, plant and equipment |  | $                | 487,073  |                   |  | $ | 469,933  |  
|Accumulated depreciation            |  |                  | (216,253 | )                 |  |   | (198,230 | )
|                                    |  |                  |          |                   |  |   |          |  
|Property, plant and equipment, net  |  | $                | 270,820  |                   |  | $ | 271,703  |  
|                                    |  |                  |          |                   |  |   |          |  



|   |               
|-- | --------------
|5. | Long-Term Debt

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

|                                          |                      |                  |         |                   |  |   |         |           | 
|----------------------------------------- | -------------------- | ---------------- | ------- | ----------------- |  | - | ------- | --------- | 
|                                          |                      | March 31, 2003   |         | December 31, 2002
|                                          |                      |                  |         |                  
|                                          |                      |                 
|                                          |                      | ($ in thousands)
|Credit facilities                         |                      | $                | 768,432 |                   |  | $ | 786,382 |          
|Dobson/Sygnet senior notes                |                      |                  | 188,500 |                   |  |   | 188,500 |          
|DCC 10.875% senior notes, net of discount |                      |                  | 298,282 |                   |  |   | 298,238 |          
|DCC 11.75% senior notes                   |                      |                  | 20      |                   |  |   | 20      |          
|                                          |                      |                  |         |                   |  |   |         |          
|                                          | Total debt           |                  |         | 1,255,234         |  |   |         | 1,273,140 | 
|Less  Current maturities                 |                      |                  | 56,117  |                   |  |   | 50,704  |          
|                                          |                      |                  |         |                   |  |   |         |          
|                                          | Total long-term debt |                  | $       | 1,199,117         |  |   | $       | 1,222,436 | 
|                                          |                      |                  |         |                   |  |   |         |          

On September 30, 2002, the Company purchased
$11.5 million principal amount of Dobson/ Sygnet
Communications Company (Dobson/ Sygnet) senior notes
for the purchase price of approximately $8.9 million. This
repurchase resulted in a reduction of the Companys total
outstanding debt and an extraordinary gain of approximately
$1.4 million, net of taxes.



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

The Company pays interest on its bank credit
facilities based on a variable factor, such as LIBOR or prime
rate. The Company will from time-to-time enter into derivative
contracts to reduce exposure against rising interest rates.

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

The Companys accumulated other
comprehensive loss, net of income tax benefit, was
$1.1 million as of December 31, 2002 and had decreased
to $0.2 million at March 31, 2003. These contracts
were or will be reclassified and expensed during 2002 and 2003.



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

The Companys principal stockholder, DCCLP,
and certain of its affiliates, are parties to credit agreements
with Bank of America, N.A. These credit agreements had aggregate
principal amounts outstanding of approximately $320 million
as of March 31, 2003, including fees and interest. To
secure their obligations under these credit agreements, DCCLP
and its affiliates individually pledged certain assets, which
include beneficial ownership of securities representing
controlling interests in DCCLP and the Company. If any of the

10



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##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

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

Upon a change of control, the Company and Dobson/
Sygnet would each be required to offer to purchase its
outstanding senior notes at 101% of the principal amount plus
accrued and unpaid interest. The Company would also be required
to offer to repurchase all of its outstanding senior preferred
stock at 101% of the aggregate liquidation preference. As of
March 31, 2003, the Company did not have the funds or
available facilities necessary to complete these repurchases. If
the Company and Dobson/ Sygnet failed to complete the purchase
of the tendered senior notes, the senior noteholders or their
trustees would be entitled to accelerate the maturity of such
senior notes. If the Company failed to complete the purchases of
its outstanding senior preferred stock, the holders of the
Companys two series of senior preferred stock would be
entitled to elect two additional directors to its board of
directors. The Companys credit facility and the Sygnet
Wireless credit facility prohibit the Company and Dobson/ Sygnet
from making the required offers to purchase. A change of control
would also constitute an event of default under the
Companys bank credit facility entitling the lender to
accelerate the maturity of that debt. A default under the
Companys bank credit facility or under Dobson/
Sygnets senior notes constitutes a default under the
credit facility of the Companys indirect subsidiary,
Sygnet Wireless, Inc. These factors raise substantial doubt
about the Companys ability to continue operating as a
going concern. The consolidated financial statements do not
include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amounts or
classification of liabilities that might result if the Company
is unable to continue operating as a going concern.

On March 31, 2003, Bank of America and DCCLP
reached an agreement in principle for the amendment and
restructuring of the DCCLP loan. Under the terms of the
agreement in principle, Bank of America would permanently
release its lien on a sufficient number of shares of Dobson
Communications common stock so that DCCLP would retain a
controlling interest in Dobson Communications and no change of
control could occur under credit agreements, indentures,
preferred stock and other instruments to which the Company and
its subsidiaries are parties in the event of a subsequent
default by DCCLP under the restructured loan. The agreement in
principle is not binding on either party, and is subject to the
completion of a definitive agreement. In order to allow time for
the completion of a definitive agreement, Bank of America has
agreed to extend the maturity date of the DCCLP loan to
May 16, 2003. The Company can provide no assurance that
DCCLP and Bank of America will consummate the transactions
provided for in the agreement in principle.

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

11



---



##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)



|   |                           
|-- | --------------------------
|6. | Redeemable Preferred Stock

As of March 31, 2003 and December 31,
the Companys authorized and outstanding Preferred Stock
was as follows:

|                    |  |            |           |                |  |                |         |           |  |           |         |             |  |            |      |             |  |  |                   |  |  |   |          |  |  |  |               |  |  |  |            | 
|------------------- |  | ---------- | --------- | -------------- |  | -------------- | ------- | --------- |  | --------- | ------- | ----------- |  | ---------- | ---- | ----------- |  |  | ----------------- |  |  | - | -------- |  |  |  | ------------- |  |  |  | ---------- | 
|                    |  |            |           |                |  |                |         |           |  |           |         |             |  |            |      | Other      
|                    |  |            |           | Number of      |  | Number of      |         |           |  |           |         |             |  |            |      | Features,  
|                    |  |            |           | Shares         |  | Shares         |         |           |  |           |         |             |  |            |      | Rights,    
|                    |  | Number of  |           | Outstanding at |  | Outstanding at |         |           |  |           |         | Liquidation |  | Mandatory  |      | Preferences
|                    |  | Shares     |           | March 31,      |  | December 31,   |         | Par Value |  |           |         | Preference  |  | Redemption |      | and        
|Class               |  | Authorized |           | 2003           |  | 2002           |         | Per Share |  | Dividends |         | Per Share   |  | Date       |      | Powers     
|                    |  |            |           |                |  |                |         |           |  |           |         |             |  |            |      |            
|Senior Exchangeable |  |            | 734,000   |                |  |                | 354,098 |           |  |           | 374,941 |             |  | $          | 1.00 |             |  |  | 12.25% Cumulative |  |  | $ | 1,000    |  |  |  | Jan. 15, 2008 |  |  |  | Non-voting | 
|Senior Exchangeable |  |            | 500,000   |                |  |                | 177,884 |           |  |           | 198,780 |             |  | $          | 1.00 |             |  |  | 13% Cumulative    |  |  | $ | 1,000    |  |  |  | May 1, 2009   |  |  |  | Non-voting | 
|Series AA           |  |            | 200,000   |                |  |                | 200,000 |           |  |           | 200,000 |             |  | $          | 1.00 |             |  |  | 5.96% Cumulative  |  |  | $ | 1,000    |  |  |  | Feb. 8, 2011  |  |  |  | Non-voting | 
|Class E             |  |            | 40,000    |                |  |                |        |           |  |           |        |             |  | $          | 1.00 |             |  |  | 15% Cumulative    |  |  | $ | 1,131.92 |  |  |  | Dec. 23, 2010 |  |  |  | Non-voting | 
|Other               |  |            | 4,526,000 |                |  |                |        |           |  |           |        |             |  | $          | 1.00 |             |  |  |                  |  |  |   |         |  |  |  |              |  |  |  |           | 
|                    |  |            |           |                |  |                |         |           |  |           |         |             |  |            |      |             |  |  |                   |  |  |   |          |  |  |  |               |  |  |  |            | 
|                    |  |            | 6,000,000 |                |  |                | 731,982 |           |  |           | 773,721 |             |  |            |      |             |  |  |                   |  |  |   |          |  |  |  |               |  |  |  |            | 
|                    |  |            |           |                |  |                |         |           |  |           |         |             |  |            |      |             |  |  |                   |  |  |   |          |  |  |  |               |  |  |  |            | 

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

The Company recorded preferred stock dividends of
$20.5 million for the three months ended March 31,
2003 consisting primarily of $17.5 million of dividends on
its 12.25% and 13% senior exchangeable preferred stock through
the issuance of additional shares of such preferred stock and
$3.0 million of accrued dividends on its Series AA
preferred stock.



|   |                         
|-- | ------------------------
|7. | Stock-Based Compensation

The Company accounts for its stock option plans
under APB Opinion 25, under which no compensation cost is
recognized when options are granted at market value. The
following schedule shows the Companys net income (loss)
and net income (loss) per share for the three months ended
March 31, 2003 and March 31, 2002, had compensation
expense been determined consistent with the 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 future
results.

|                                                                                            |             |                         |   |           |  |  |   |          |  
|------------------------------------------------------------------------------------------- | ----------- | ----------------------- | - | --------- |  |  | - | -------- | -
|                                                                                            |             | March 31,               |   | March 31,
|                                                                                            |             | 2003                    |   | 2002     
|                                                                                            |             |                         |   |          
|                                                                                            |             |                        
|                                                                                            |             | ($ in thousands, except
|                                                                                            |             | for per share amounts) 
|Net income (loss) applicable to common
    stockholders:                                    |             |                         |   |           |  |  |   |         
|                                                                                            | As reported |                         | $ | 18,131    |  |  | $ | (103,424 | )
|                                                                                            | Pro forma   |                         | $ | 16,346    |  |  | $ | (104,786 | )
|Basic and diluted net income (loss) applicable to
    common stockholders per common share: |             |                         |   |           |  |  |   |         
|                                                                                            | As reported |                         | $ | 0.20      |  |  | $ | (1.13    | )
|                                                                                            | Pro forma   |                         | $ | 0.18      |  |  | $ | (1.14    | )



|   |            
|-- | -----------
|8. | Commitments

The Company entered into an equipment supply
agreement in which the Company agreed to purchase approximately
$100.5 million of cell site and switching equipment between
November 16, 2001 and July 15,

12



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##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

2005, to update the wireless systems for the
newly acquired and existing MSAs and RSAs. Of the commitment,
approximately $27.1 million remained at March 31,
2003. The Company expects to fulfill its purchase commitments
under this agreement prior to the completion dates.



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



|    |                                                  
|--- | -------------------------------------------------
|10. | Changes in Accounting Policies and
    Procedures

In July 2001, the FASB issued SFAS No. 141,
Business Combinations and No. 142,
Goodwill and Other Intangible Assets. These
standards prohibit the application of the pooling-of-interests
method of accounting for business combinations effective
June 30, 2001 and require companies to cease the
amortization of existing goodwill and intangible assets with
indefinite lives effective January 1, 2002. As a result of
the adoption of SFAS No. 142, the Company reassessed the
useful lives of its intangible assets. A significant portion of
its intangible assets is classified as Wireless license
acquisition costs, which represents the Companys
costs associated with acquiring its FCC licenses. These licenses
allow the Company to provide wireless services by giving the
Company the exclusive right to utilize certain radio frequency
spectrum. Although the FCC licenses are issued for only a fixed
time, generally ten years, these licenses are renewed by the FCC
on a routine basis and for a nominal fee. In addition, the
Company has determined that there are no legal, regulatory,
contractual, competitive, economic or other factors that limit
the useful life of these FCC licenses. As a result, the
Companys wireless license acquisition costs are treated as
indefinite life intangible assets. Therefore, upon implementing
SFAS No. 142 in its entirety on January 1, 2002, the
Company ceased the amortization of its wireless license
acquisition costs and now tests for impairment of its wireless
license acquisition costs at least annually and only adjusts the
carrying amount of these intangible assets upon an impairment of
the wireless license acquisition costs. The Company also
determines on an annual basis whether facts and circumstances
continue to support an indefinite useful life.

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

Upon implementation of SFAS No. 142, the
Company performed a comparison of the carrying amount of its
wireless license acquisition costs to the fair value of those
assets. For purposes of this comparison, it is the
Companys policy to aggregate its wireless license
acquisition costs. The Company determined the fair value of its
wireless license acquisition costs based on its estimated future
discounted cash flows. Based on the comparison, the Company
determined that the carrying amount of its wireless license
acquisition costs exceeded their estimated fair value. As a
result, the Company recorded a charge, net of income tax
benefit, of $33.3 million to reflect the write-down of its
wireless license acquisition costs to their fair value and a
charge of $140.8 million to reflect its equity in the
write-down of the wireless license acquisition costs of its
50%-owned subsidiary, American Cellular to their fair values. In
addition, at June 30, 2002 and continuing through
March 31, 2003, American Cellular, failed to comply with
the total debt leverage ratio required by its senior credit
facility. Due to factors and circumstances impacting American
Cellular, American Cellular concluded

13



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##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

that it was necessary to re-evaluate the carrying
value of its goodwill and its indefinite life intangible assets
in accordance with SFAS No. 142. Based on these evaluations
at June 30, 2002 and December 31, 2002, American
Cellular concluded that there were impairments of its goodwill.
Therefore, American Cellular recorded an impairment loss
totaling $377.0 million at June 30, 2002, and an
additional impairment loss of $423.9 million at
December 31, 2002, bringing its total impairment loss on
goodwill to $800.9 million for the year ended
December 31, 2002. However, after recognizing the
Companys 50% interest in Americans impairment at
June 30, 2002, the Companys investment in the joint
venture was written down to $0. Therefore, the additional
impairment loss at December 31, 2002, did not impact the
Companys results of operations or financial condition.

14



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##### 





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

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

Overview

We are one of the largest providers of rural and
suburban wireless communications systems in the United States.
We began providing wireless telephone services in 1990 in
Oklahoma and the Texas Panhandle. We have rapidly expanded our
wireless operations with an acquisition strategy targeting
underdeveloped rural and suburban areas, which have a
significant number of potential customers with substantial needs
for wireless communications. At March 31, 2003, our
wireless systems covered a population of approximately
5.7 million and we had approximately
718,900 subscribers, with an aggregate market penetration
of approximately 12.6%. We serve markets in portions of Alaska,
Arizona, California, Kansas, Maryland, Michigan, Missouri,
New York, Ohio, Oklahoma, Pennsylvania, Texas and West
Virginia.

AT&T Wireless and we own American Cellular,
through our equally-owned joint venture. As of March 31,
2003, American Cellulars systems covered a total
population of 5.0 million and had approximately
692,100 subscribers, giving American Cellular an aggregate
market penetration of 13.9%. We manage American Cellular, whose
markets have demographic characteristics similar to ours in
portions of Illinois, Kansas, Kentucky, Michigan, Minnesota,
New York, Ohio, Oklahoma, Pennsylvania, West Virginia and
Wisconsin.

We account for our interest in the American
Cellular joint venture using the equity method of accounting. As
a result, we have reflected our 50% share of the American
Cellular joint ventures equity in a single line item
entitled Investment in joint venture in our balance
sheet and we have reflected our 50% share of the American
Cellular joint ventures net income or losses in a single
line item entitled Loss from investment in joint
venture in our statement of operations. At June 30,
2002 and continuing through March 31, 2003, American
Cellular was not in compliance with its total debt leverage
ratio. Due to factors and circumstances impacting American
Cellular, American Cellular concluded that it was necessary to
re-evaluate the carrying value of its goodwill and indefinite
life intangible assets in accordance with Statements of
Financial Accounting Standards, or SFAS, No. 142. Based on
these evaluations on June 30, 2002 and December 31,
2002, American Cellular concluded that there were impairments of
its goodwill. As a result, American Cellular recognized an
impairment loss totaling $377.0 million, at June 30,
2002, and an additional impairment loss of $423.9 million
at December 31, 2002. After recognizing our 50% ownership
of the impairment at June 30, 2002, our investment in the
American Cellular joint venture was written down to $0.
Therefore, the additional impairment loss of $423.9 million
at December 31, 2002, did not impact our results of
operations or financial condition. We do not guarantee any of
American Cellulars obligations. Until future cumulative
earnings, if any, are earned at American Cellular to restore
American Cellulars equity, we will not record our pro rata
share of American Cellulars results.

Discontinued Operations

On December 24, 2002, we entered into a
definitive agreement to exchange our two remaining wireless
properties in California for two AT&T Wireless properties in
Alaska. In addition, AT&T Wireless has agreed to transfer to
us all of our Series AA preferred stock that it currently
holds. Upon receipt of the Series AA preferred stock, we
plan to cancel that issue, including the related accrued
dividends. The transaction remains subject to federal and
regulatory approvals and certain other normal closing
conditions, all of which are expected to occur. Therefore, the
results of operations and the assets and liabilities of these
markets during the periods presented are included as discounted
operations in the condensed consolidated financial statements.

On February 8, 2002, we completed the sale
of three of our wireless properties to Verizon Wireless for a
total purchase price of $263.0 million. These properties
include California 7 RSA, Ohio 2 RSA and
Georgia 1 RSA, which cover a total population of
approximately 659,000. On February 28, 2002, we completed an

15



---



##### 



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


Subscribers

Our subscriber base contains three types of
subscribers; post-paid, reseller and pre-paid. At March 31,
2003 post-paid subscribers accounted for the largest portion of
our subscriber base, at 95.4%. These subscribers pay a monthly
access fee for a wireless service plan that generally includes a
fixed amount of minutes and certain service features. In
addition to the monthly access fee, these subscribers are
typically billed in arrears for long-distance charges, roaming
charges and rate plan overages. Our reseller subscribers are
similar to our post-paid subscribers in that they pay monthly
fees to utilize our network and services; however, these
subscribers are billed by a third party (reseller), who has
effectively resold our service to the end user (subscriber). We
in turn bill the third party for the monthly usage of the end
user. At March 31, 2003 the reseller base accounted for
3.4% of our total subscriber base. Our pre-paid subscribers,
which at March 31, 2003 accounted for 1.2% of our
subscriber base, are subscribers that pre-pay for an agreed upon
amount of usage.

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

Revenue

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

We derive service revenue by providing wireless
services to our subscribers. The industry has experienced
declining average revenue per minute as competition among
wireless service providers has led to reductions in rates for
airtime. The yield on our service revenue (service revenue
divided by subscriber minutes of use) was $0.20 per minute
for the three months ended March 31, 2003, and
$0.24 per minute for the three months ended March 31,
2002. These declines have been generally offset by significant
increases in average minutes of use per subscriber. The average
minute-of-use per subscriber increased 26.7% for the three
months ended March 31, 2003 compared to 2002. We believe
that the industry trend toward increasing minutes of use per
subscriber will continue to offset declining revenues per minute
of use due to the continued popularity of single rate calling
plans and the enhanced service capacity of recently developed
digital networks.

We derive roaming revenue by providing service to
subscribers of other wireless providers when those subscribers
roam into our markets and use our systems to carry
their calls. Roaming accounted for 32.9% of our operating
revenue for the three months ended March 31, 2003, and
34.6% for the three months ended March 31, 2002. Roaming
revenues typically yield higher average per minute rates and
higher margins than revenues from our subscribers. We achieve
these higher margins because we incur relatively lower
incremental costs related to network operations, billing,
customer service and collections in servicing roaming customers
as compared to our home subscribers. However, even though
roaming revenue yields have offered higher margins than revenue
from our subscribers, the yields are declining and are becoming
more comparable to yields from our subscribers due to increased
market pressures and competition between wireless providers. Our
roaming yield (roaming service revenues, which includes airtime,
toll charges and surcharges, divided by roaming minutes of use)
was $0.22 per minute for the three months ended
March 31, 2003, and $0.28 per minute for the three
months ended March 31, 2002. We believe that the trend of
increasing roaming minutes will continue to at least partially
offset declining roaming yields. Roaming minutes increased 28.3%
for the three months ended March 31, 2003 compared to 2002.
Roaming yields are decreasing as a result of new contracts and
scheduled rate reductions in existing contracts. We believe
these roaming contracts are beneficial because

16



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they secure existing traffic and provide
opportunity for a continuing increase in the volume of traffic.
Roaming revenue tends to be impacted by seasonality. We
typically have higher roaming revenue during the second and
third quarters of each year, as users tend to travel more and,
therefore, use their wireless phones more during the spring and
summer months.


We include long-distance revenue in service
revenue and roaming revenue. Equipment revenue is revenue from
selling wireless equipment to our subscribers. Equipment revenue
is recognized when the equipment is delivered to the customer.
Our ability to sell wireless equipment is independent of our
ability to offer wireless services to our customer; therefore,
we consider equipment sales a separate earnings process and
account for it accordingly.

Costs and Expenses

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

Our cost of service consists primarily of costs
to operate and maintain our facilities utilized in providing
service to customers and amounts paid to third-party wireless
providers for providing service to our subscribers when our
subscribers roam into their markets. As discussed above with
regard to service revenue, there is a continuing trend toward
increasing minutes-of-use per subscriber. This includes minutes
used by our subscribers when they roam into other
providers markets. Consistent with the trend of declining
roaming revenue per minute, our roaming expense per minute has
declined as well. This decline in expense per minute has helped
offset the increased expense from growth in minutes-of-use per
subscriber.

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

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

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

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

Critical Accounting Policies and
Practices

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

Our general and administrative expenses and
certain other operating expenses include all infrastructure
costs, including costs for customer support, billing,
collections and corporate administration. We provide management
and certain other services to all of our subsidiaries, including
our 50% owned subsidiary, American Cellular, under the terms of
a management agreement. As a result, we share our corporate and
shared call center costs with our subsidiaries allocated
primarily on the estimated subscribers and populations

17



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in our respective licensed areas. If there were a
change in the method used to allocate shared costs among us and
our subsidiaries, the change could have a significant impact on
our results of operations.


We depreciate our property, plant and equipment
and amortize our customer lists and certain other intangible
assets over their useful lives. These useful lives are based on
our estimates of the period that the assets will generate
revenue. Our policy was to review the carrying value of our
long-lived assets and certain identifiable intangibles whenever
events or changes in circumstances indicate that the carrying
value may not be recoverable. With the implementation of SFAS
No. 142, Goodwill and Other Intangible Assets,
which requires companies to cease the amortization of existing
goodwill and intangible assets with indefinite lives, we
reassessed the useful lives of our intangible assets. A
significant portion of our intangible assets is classified as
Wireless license acquisition costs, which represents
our costs associated with acquiring our FCC licenses. These
licenses allow us to provide wireless services by giving us the
exclusive right to utilize certain radio frequency spectrum.
Although the FCC licenses are issued for only a fixed time,
generally ten years, these licenses are renewed by the FCC on a
routine basis and for a nominal fee. In addition, we have
determined that there are no legal, regulatory, contractual,
competitive, economic or other factors that limit the useful
life of these FCC licenses. As a result, our wireless license
acquisition costs are treated as indefinite life intangible
assets. Therefore, upon implementing SFAS No. 142 in its
entirety on January 1, 2002, we ceased the amortization of
wireless license acquisition costs and now test for impairment
of wireless license acquisition costs at least annually and only
adjust the carrying amount of these intangible assets upon an
impairment of wireless license acquisition costs. We also
determine on an annual basis whether facts and circumstances
continue to support an indefinite useful life.

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

Results of Operations

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

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Three Months
Ended March 31, 2003 Compared to Three Months Ended
March 31, 2002

Operating revenue.For the three months ended
March 31, 2003, our total operating revenue increased
$10.8 million, or 8.5%, to $138.1 million from
$127.3 million for the comparable period in 2002. The
following table sets forth the components of our operating
revenue for the periods indicated:

|                |                             |                              |        |                  |         |        |      |            |       |   |        |        |         |  |      |      |       |  
|--------------- | --------------------------- | ---------------------------- | ------ | ---------------- | ------- | ------ | ---- | ---------- | ----- | - | ------ | ------ | ------- |  | ---- | ---- | ----- | -
|                |                             |                             
|                |                             | Three Months Ended March 31,
|                |                             |                             
|                |                             |                              |        |                 
|                |                             | 2003                         |        | 2002            
|                |                             |                              |        |                 
|                |                             | Amount                       |        | Percentage       |         | Amount |      | Percentage
|                |                             |                              |        |                  |         |        |      |           
|                |                             |                              |        |                  |         |       
|                |                             |                              |        | ($ in thousands) |         |       
|Service revenue |                             | $                            | 87,305 |                  |         |        | 63.2 | %          |       | $ | 79,216 |        |         |  | 62.2 | %   
|                | Roaming revenue             |                              |        | 45,400           |         |        |      | 32.9       | %     |   |        | 43,969 |         |  |      | 34.6 | %    
|                | Equipment and other revenue |                              |        | 5,388            |         |        |      | 3.9        | %     |   |        | 4,076  |         |  |      | 3.2  | %    
|                |                             |                              |        |                  |         |        |      |            |       |   |        |        |         |  |      |     
|                |                             | Total                        |        | $                | 138,093 |        |      |            | 100.0 | % |        | $      | 127,261 |  |      |      | 100.0 | %
|                |                             |                              |        |                  |         |        |      |            |       |   |        |        |         |  |      |     

For the three months ended March 31, 2003,
our service revenue increased $8.1 million, or 10.2%, to
$87.3 million from $79.2 million for the three months
ended March 31, 2002. This increase was primarily
attributable to our increased subscriber base. Our subscriber
base increased 9.7% to 718,900 at March 31, 2003 from
655,100 at March 31, 2002. Our average monthly service
revenue per subscriber remained constant at $42 for the three
months ended March 31, 2003 and 2002.

For the three months ended March 31, 2003,
our roaming revenue increased $1.4 million, or 3.3%, to
$45.4 million from $44.0 million for the three months
ended March 31, 2002. This increase was attributable to a
28.3% increase in roaming minutes in our existing markets due to
expanded coverage areas and increased usage, offset by a 19.5%
decline in our roaming revenue per minute-of-use.

For the three months ended March 31, 2003,
our equipment and other revenue increased $1.3 million, or
32.2%, to $5.4 million from $4.1 million for the three
months ended March 31, 2002 primarily due to increases in
amounts charged to our affiliates for the increased use of
shared assets.

Cost of service.For
the three months ended March 31, 2003, our total cost of
service decreased $4.0 million, or 11.0%, to
$32.8 million from $36.8 million for the comparable
period in 2002. The following table sets forth the components of
our cost of service for the periods indicated:

|                      |  |                              |        |                  |  |        |       |            |  |   |        |  |  |  |       |  
|--------------------- |  | ---------------------------- | ------ | ---------------- |  | ------ | ----- | ---------- |  | - | ------ |  |  |  | ----- | -
|                      |  |                             
|                      |  | Three Months Ended March 31,
|                      |  |                             
|                      |  |                              |        |                 
|                      |  | 2003                         |        | 2002            
|                      |  |                              |        |                 
|                      |  | Amount                       |        | Percentage       |  | Amount |       | Percentage
|                      |  |                              |        |                  |  |        |       |           
|                      |  |                              |        |                  |  |       
|                      |  |                              |        | ($ in thousands) |  |       
|Network costs         |  | $                            | 20,367 |                  |  |        | 62.1  | %          |  | $ | 19,764 |  |  |  | 53.6  | %
|Roaming costs         |  |                              | 12,408 |                  |  |        | 37.9  | %          |  |   | 17,076 |  |  |  | 46.4  | %
|                      |  |                              |        |                  |  |        |       |            |  |   |        |  |  |  |       |  
|Total cost of service |  | $                            | 32,775 |                  |  |        | 100.0 | %          |  | $ | 36,840 |  |  |  | 100.0 | %
|                      |  |                              |        |                  |  |        |       |            |  |   |        |  |  |  |       |  

For the three months ended March 31, 2003,
our network costs, which are the costs incurred from operating
our wireless network and providing service to our customers,
increased $0.6 million, or 3.1%, to $20.4 million from
$19.8 million for the comparable period in 2002. This
increase was primarily the result of an increase in wholesale
toll charges, due to increases in customer usage, and an
increase in rent incurred from our cell site leases as a result
of the continued build-out of our network.

For the three months ended March 31, 2003,
roaming costs decreased by $4.7 million, or 27.3%, to
$12.4 million from $17.1 million compared to the same
period in 2002. This decrease was the result of a 34.3% decline
in rates charged by those providers resulting from new lower
rate agreements, offset by a 10.7% increase in the minutes used
by our customers on third-party wireless providers networks.

Cost of equipment.For the three months ended
March 31, 2003, our cost of equipment decreased
$1.1 million, or 10.6%, to $9.0 million during 2003
from $10.1 million in 2002 as a result of a decrease in
gross

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subscriber additions. Gross subscriber additions
were 38,700 during the three months ended March 31, 2003
compared to 53,400 gross subscriber additions during the three
months ended March 31, 2002.


Marketing and selling costs.For the three months ended
March 31, 2003, our marketing and selling costs decreased
$1.9 million, or 11.8%, to $14.5 million from
$16.4 million for the three months ended March 31,
2002. In addition, as a percentage of total operating revenue,
marketing and selling costs decreased to 10.5% for the three
months ended March 31, 2003 from 12.9% for the three months
ended March 31, 2002, as a result of a decrease in gross
subscriber additions.

General and administrative costs.For the three months ended
March 31, 2003, our general and administrative costs
increased $0.5 million, or 2.9%, to $17.9 million from
$17.4 million for the three months ended March 31,
2002. This increase was primarily the result of increased
infrastructure costs, including customer service, billing,
collections and administrative costs as a result of the overall
growth of our business. Our average monthly general and
administrative costs per average subscriber decreased 6.4% to $8
for 2003 compared to $9 for 2002. This decrease in general and
administrative costs per subscriber was primarily from
efficiencies gained from further integration of acquired
companies and increased economies of scale.

Depreciation and amortization expense.For the three months ended
March 31, 2003, our depreciation and amortization expense
increased $1.8 million, or 9.5%, to $21.1 million from
$19.3 million for 2002. This increase is a result of
additional depreciation on fixed assets acquired in 2002 and the
first three months of 2003.

Interest expense.For the three months ended
March 31, 2003, our interest expense decreased
$4.0 million, or 14.0%, to $24.7 million from
$28.7 million for the three months ended March 31,
2002. The decrease resulted primarily from the reduction of our
outstanding balance on our credit facility and decreased
variable interest rates.

Other income, net.For the year ended March 31,
2003, our other income increased by $0.8 million, or 69.0%,
to $2.0 million from $1.2 million for the year ended
March 31, 2002 due to an increase in interest income.

Minority interests in income of subsidiaries.For the three months ended
March 31, 2003, our minority interests in income of
subsidiaries increased $0.2 million, or 14.4%, to
$1.6 million from $1.4 million in 2002. This increase
was attributable to the increased income earned from our
subsidiaries in established markets in which we do not own a
100% interest.

Loss from investment in joint venture.For the three months ended
March 31, 2002 we incurred a loss, net of income tax
benefits before discontinued operations and cumulative effect of
change in accounting principle, from our American Cellular joint
venture totaling $7.2 million. These losses represent our
proportionate loss in American Cellular.

Discontinued operations.For the three months ended
March 31, 2003, we had income from discontinued operations
of $3.6 million compared to $102.0 million in 2002.
This represents the income from discontinued operations and the
gain from the sale of the markets sold to Verizon Wireless
during February 2002. Amounts in 2003 relate to the planned
market swap with AT&T Wireless, while amounts in 2002 relate
to both the planned market swap with AT&T Wireless and the
markets sold to Verizon Wireless.

Cumulative effect of change in accounting
principle.For the three months ended
March 31, 2002, we recognized a total impairment on our
wireless license acquisition costs of approximately
$174.1 million, net of tax benefit, as a result of
implementing SFAS No. 142, Goodwill and Other
Intangible Assets. Of this total, $33.3 million
reflects our impairment and $140.8 million reflects the
impairment from our 50% interest in American Cellular

Net Income (loss).For the three months ended
March 31, 2003, our net income was $15.0 million. Our
net income increased $95.4 million, from a net loss of
$80.4 million for the three months ended March 31,
2002. The increase in our net income was primarily attributable
to our loss recognized in 2002 from the cumulative effect of
change in accounting principle, offset by the gain from the sale
of discontinued operations.

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Dividends on preferred stock.For the three months ended
March 31, 2003, our dividends on preferred stock decreased
$2.5 million, or 10.7%, to $20.5 million from
$23.0 million for the three months ended March 31,
2002. The decrease in dividends issued during the three months
ended March 31, 2003, is a result of reductions in the
number of shares of our preferred stock outstanding due to
redemptions of our preferred stock in 2002 and 2003.

Liquidity and Capital Resources

We have required, and will likely continue to
require, substantial capital to further develop, expand and
upgrade our wireless systems and those we may acquire. We have
financed our operations through cash flows from operating
activities, bank debt and the sale of debt and equity securities.

Net Cash
Flow

At March 31, 2003, we had working capital of
$145.6 million, a ratio of current assets to current
liabilities of 1.8:1 and an unrestricted cash balance of
$264.1 million, which compares to working capital of
$173.7 million, a ratio of current assets to current
liabilities of 1.9:1 and an unrestricted cash balance of
$294.2 million at December 31, 2002.

Our net cash provided by operating activities
totaled $39.5 million for the three months ended
March 31, 2003 compared to cash used in operating
activities of $5.3 million for the three months ended
March 31, 2002. The increase was primarily due to an
increase in our income from continuing operations and changes in
our current assets and liabilities.

Our net cash used in investing activities totaled
$12.8 million for the three months ended March 31,
2003, compared to cash provided by investing activities of
$319.6 million for the three months ended March 31,
2002. Cash provided by investing activities in the three months
ended March 31, 2002 includes the net proceeds from sale of
certain markets to Verizon Wireless for a total of approximately
$349.7 million, less approximately $14.1 million
reserved in escrow.

Net cash used in financing activities was
$56.8 million for the three months ended March 31,
2003 compared to $318.7 million for the three months ended
March 31, 2002. Financing activity sources for the three
months ended March 31, 2003 include repayments of long-term
debt totaling $18.0 million and the redemption of
$36.6 million of preferred stock. For the three months
ended March 31, 2002, net cash used in financing consisted
of repayments of long-term debt totaling $511.7 million,
offset by proceeds of long-term debt totaling
$202.0 million.

Capital
Resources

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

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

At March 31, 2003, this credit facility
included a $300.0 million revolving credit facility and
$285.6 million remaining of term loan facilities consisting
of a Term A Facility of $135.8 million, a Term B
Facility of $80.9 million and an additional Term B Facility
of $68.9 million. These loans begin to mature in 2007. As
of March 31, 2003, we had $490.1 million outstanding
under this credit facility and we had $95.5 million of
availability.

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Advances bear interest, at our option, on a prime
rate or LIBOR formula. The weighted average interest rate was
3.8% for the three months ended March 31, 2003. Our
obligations under the credit facility are secured by:



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

We are required to amortize the Term A Facility
with quarterly principal payments of $5.0 million, which
began on June 30, 2001, increasing over the term of the
loan to quarterly principal payments of $25.0 million. We
are required to amortize the Term B Facility with quarterly
principal payments of $375,000 from March 31, 2000 through
December 31, 2006 and with quarterly principal payments of
$34.9 million during 2007. The company began amortizing the
additional $125.0 million portion of the Term B Facility
with quarterly principal payments of $312,500 on June 30,
2000, and will continue through March 31, 2007. These
quarterly principal payments on the addition Term B Facility
will increase to $29.1 million from June 30, 2007
through March 31, 2008. Under certain circumstances, we are
required to make prepayments of proceeds received from
significant asset sales, new borrowings and sales of equity and
a portion of excess cash flow. When we completed the sale of
four licenses to Verizon Wireless for a total purchase price of
$348.0 million during February 2002, we permanently prepaid
approximately $293.9 million towards this credit facility.
In addition, we have the right to prepay the credit facility in
whole or in part at any time. As of March 31, 2003, we had
$490.1 million outstanding under the credit facility.

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



| |   |                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a ratio of senior indebtedness to operating cash
    flow of initially not more than 6.00 to 1 at March 31,
    2003, decreasing over time to 5.00 to 1;    
|
| |  | a ratio of operating cash flow to debt service
    requirements of not less than 1.50 to 1;                                                                 
|
| |  | a ratio of operating cash flow to interest
    expense of not less than 2.00 to 1 at March 31, 2003,
    increasing over time to 2.25 to 1; and             
|
| |  | a ratio of operating cash flow minus capital
    expenditures to the sum of debt service requirements and cash
    distributions of not less than 1.15 to 1.

At March 31, 2003, we were in compliance
with all required financial ratios and expect to continue to be
in compliance throughout 2003.

Dobson/
Sygnet Senior Notes

Our subsidiary, Dobson/ Sygnet Communications
Company, has outstanding $200.0 million aggregate principal
amount of senior notes that mature in 2008. The Dobson/ Sygnet
notes bear interest at an annual rate of 12.25%, payable
semi-annually on each June 15 and December 15. The
Dobson/ Sygnet note indenture contains restrictive covenants
that, among other things, limit the ability of Dobson/ Sygnet
and its subsidiaries to incur additional indebtedness, create
liens, pay dividends or make distributions in respect of their
capital stock, make investments or certain other restricted
payments, sell assets, redeem capital stock, issue or sell stock
of restricted subsidiaries, enter into transactions with
stockholders or affiliates or effect a consolidation or merger.

Sygnet
Wireless Credit Facility

Our indirect wholly-owned subsidiary, Sygnet
Wireless, is a party to a secured credit agreement for an
aggregate of $305.2 million, consisting of a
$30.9 million revolving credit facility and
$274.3 million of term

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loan facilities. Interest on the revolving credit
facility and the term loan facilities is based on a prime rate
or a LIBOR formula, and has ranged between 3.7% and 10.5% since
inception. As of March 31, 2003, we had $278.3 million
outstanding under the Sygnet credit facility and we had
$26.9 million of availability under the Sygnet credit
facility.


The obligations under the Sygnet credit facility
are secured by a pledge of the capital stock of Dobson/
Sygnets operating subsidiary as well as a lien on
substantially all of the assets of Dobson/ Sygnet and the assets
of its operating subsidiary. The Sygnet credit facilities
require that Dobson/ Sygnet and we maintain certain financial
ratios. The failure to maintain these ratios would constitute an
event of default, notwithstanding Dobson/ Sygnets ability
to meet its debt service obligations. The Sygnet credit
facilities amortize quarterly. The $30.9 million revolving
credit facility terminates on September 23, 2006. The
$274.3 million term loans terminate on December 23,
2007. The weighted average interest rate on the Dobson/ Sygnet
credit facilities was 4.3% for the three months ended
March 31, 2003.



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

The American Cellular joint venture has a bank
credit facility of $1.34 billion with Bank of America N.A.,
as Administrative Agent and a group of participating lenders.
American Cellular has required, and will likely continue to
require, substantial capital to further develop, expand and
upgrade its wireless systems. The American Cellular joint
venture has budgeted approximately $60.0 million for
American Cellular capital expenditures in 2003. At
March 31, 2003, American Cellular had $14.5 million
unrestricted cash and $38.5 million in restricted cash, of
which $34.4 million of the restricted cash was in escrow to
pay interest on its senior subordinated notes. American Cellular
anticipates that their cash flow from operations, along with
this cash, will be sufficient to meet their short-term cash
needs through October 2003, at which time American will require
additional cash for interest payments on its senior subordinated
notes.

As of March 31, 2003, American Cellular had
outstanding borrowings under its credit facility of
$879.6 million, with no additional amounts available for
future borrowings.

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



| |   |                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------
| |  | a ratio of senior indebtedness to operating cash
    flow of 5.75 to 1 at March 31, 2003, decreasing over time
    to 2.50 to 1;              
|
| |  | a ratio of total indebtedness to operating cash
    flow of 7.50 to 1 at March 31, 2003, decreasing over time
    to 4.00 to 1;               
|
| |  | a ratio of operating cash flow to debt service
    requirements of 1.20 to 1 at March 31, 2003, and thereafter;                               
|
| |  | a ratio of operating cash flow to interest
    expense requirement of 1.80 to 1 at March 31, 2003,
    increasing over time to 2.50 to 1; and 
|
| |  | a ratio of operating cash flow minus capital
    expenditures to the sum of debt service requirements and cash
    distributions of 1.00 to 1.

Interest on the revolving credit facility and the
term loan facilities is variable and is based on a prime rate or
a LIBOR formula. The weighted average interest rate at
March 31, 2003 was 5.8% and interest rates have ranged
between 4.4% and 10.0% since the credit facilitys
inception in February 2000.

American Cellulars credit facility includes
a financial covenant requiring that American Cellular not exceed
a total debt leverage ratio of 7.50 to 1.00 in the first quarter
2003. At June 30, 2002 and continuing through
March 31, 2003, American Cellular failed to comply with
this covenant. American Cellular has had and will continue to
have discussions with the lenders regarding the credit facility.
The lenders presently have the right, but not the obligation, to
accelerate the repayment of the entire amount outstanding under
the credit facility. Acceleration under the credit facility
would allow the holders of American Cellulars senior

23



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subordinated notes to declare the principal and
interest of the senior subordinated notes immediately due and
payable. American Cellular would then be required to either
refinance the debt or repay the amounts due. If this were to
occur, American Cellular would attempt to renegotiate the debt
with the holders to provide, among other things, for an extended
repayment term. American Cellular can provide no assurance that
it will be able to renegotiate the debt under these conditions
or meet its obligation under the accelerated repayment terms.
Therefore, American Cellular has classified all of its long-term
debt as current. Unless such non-compliance is resolved, there
continues to be substantial doubt about American Cellulars
ability to continue as a going concern, as expressed in the
independent auditors report on American Cellulars 2002
financial statements. Also as a result of American
Cellulars non-compliance, subsequent to September 30,
2002, all borrowings under its credit facility are only
available based on prime rate, which will increase American
Cellulars borrowing rate in the future.


For the three months ended March 31, 2003,
American Cellulars total scheduled principle payments were
approximately $9.5 million, under its facility. During the
remainder of 2003, American Cellular will be required to make
additional scheduled principal payments totaling
$45.9 million.

Dobson
Communications

On February 8, 2001, we issued 200,000
shares of our Series AA Preferred Stock to AT&T
Wireless for aggregate cash proceeds of $200.0 million.
Each share of Series AA Preferred Stock is entitled to
cumulative annual dividends of 5.96% on the liquidation
preference of $1,000 per share, subject to certain adjustments.
Dividends accrue but are not payable until after February 2006.
Each share of Series AA Preferred Stock is mandatorily
exchangeable for one share of our Series A Convertible
Preferred Stock, par value $1.00 per share. Each share of our
Series A Convertible Preferred Stock will be convertible
into our Class A Common Stock at a conversion price of
$25.35 per share. At March 31, 2003, we had 200,000 shares
of Series AA Preferred Stock issued and outstanding.

As of March 31, 2003, we had issued and
outstanding 354,098 shares of 12.25% senior preferred stock and
177,884 shares of our 13% senior preferred stock with aggregate
liquidation values of $363.3 million and
$181.7 million, respectively, including accrued stock
dividends. Each certificate of designation for our senior
preferred stock contains restrictive covenants, which may limit
our ability to incur indebtedness in the future.

Our principal stockholder, DCCLP, and certain of
its affiliates, are parties to credit agreements with Bank of
America, N.A. These credit agreements have aggregate principal
amounts outstanding of approximately $320 million as of
March 31, 2003, including fees and interest. To secure
their obligations under these credit agreements, DCCLP and these
affiliates individually pledged certain assets, which include
beneficial ownership of securities representing controlling
interests in DCCLP and in us. If any of the loans are not paid
at maturity or if an event of default occurs under any of the
loan agreements and the lender elects to foreclose on the
collateral, we could experience a change of control under the
indenture governing our outstanding senior notes, our
certificates of designation governing two series of our
outstanding senior preferred stock, our bank credit facility,
and the indenture governing the outstanding senior notes of our
subsidiary, Dobson/ Sygnet.

Upon a change of control, Dobson/ Sygnet and we
would each be required to offer to purchase our outstanding
senior notes at 101% of the principal amount plus accrued and
unpaid interest. We would also be required to offer to
repurchase all of our outstanding senior preferred stock at 101%
of the aggregate liquidation preference. As of March 31,
2003, we did not have the funds or available facilities
necessary to complete these repurchases. If Dobson/ Sygnet and
we failed to complete the purchases of the tendered senior
notes, the senior noteholders or their indenture trustees would
be entitled to accelerate the maturity of the senior notes. If
we failed to complete the purchases of our outstanding senior
preferred stock, the holders of our two series of senior
preferred stock would be entitled to elect two additional
directors to our board of directors. Our credit facility and the
credit facility of Dobson/ Sygnets subsidiary, Sygnet
Wireless, prohibit us from making the required offers to
purchase. A change of control would also constitute an event of
default under our bank credit facility entitling the lender to
accelerate the maturity of that debt. A default under our

24



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bank credit facility constitutes a default under
the Sygnet Wireless credit facility. These factors raise
substantial doubt about our ability to continue operating as a
going concern.


On March 31, 2003, Bank of America and DCCLP
reached an agreement in principle for the amendment and
restructuring of the DCCLP loan. Under the terms of the
agreement in principle, Bank of America would permanently
release its lien on a sufficient number of shares of our common
stock so that DCCLP would retain a controlling interest in us
and no change of control could occur under credit agreements,
indentures, preferred stock and other instruments to which we
and our subsidiaries are parties in the event of a subsequent
default by DCCLP under the restructured loan. The agreement in
principle is not binding on either party, and is subject to the
completion of a definitive agreement. In order to allow time for
the completion of a definitive agreement, Bank of America has
agreed to extend the maturity date of the DCCLP loan to
May 16, 2003. We can provide no assurance that DCCLP and
Bank of America will consummate the transactions provided for in
the agreement in principle.

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

Capital
Commitments

We have budgeted approximately
$100.0 million for capital expenditures in 2003 and we had
capital expenditures of $17.4 million for the three months
ended March 31, 2003. In addition, on November 7,
2002, our Board of Directors adopted a new stock purchase plan,
which authorizes us to purchase up to 10 million shares of
our outstanding Class A common stock over the next twelve
months. In addition to capital expenditures and our stock
purchase plan, we may require additional financing for future
acquisitions, to refinance our debt at its final maturities and
to meet the mandatory redemption provisions on our senior
preferred stock. The amount and timing of capital expenditures
may vary depending on the rate at which we expand and develop
our wireless systems and whether we consummate additional
acquisitions.

We are obligated under an agreement to purchase
approximately $100.5 million of cell site and switching
equipment from Nortel Network Corp. prior to July 15, 2005.
Approximately $27.1 million of the commitment remained
outstanding at March 31, 2003. If we fail to fully meet
this commitment by July 15, 2005, we could be forced to pay
a penalty of up to 20% of the unfulfilled commitment. We expect
to substantially fulfill our purchase commitment under this
agreement prior to its scheduled completion date. We have and
will continue to finance our purchases under this commitment
using cash flows from operations.

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

25



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Effect of New Accounting Standards

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

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

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

On April 2, 2003, the FASB announced that it
expects to issue a proposed statement, Accounting for
Certain Financial Instruments with Characteristics of
Liabilities and Equity, in the second quarter of 2003. As
proposed, this statement would require that mandatorily
redeemable preferred stock be classified as a liability and any
related accretion of discount and accrual of dividends would be
charged to our statement of operations. Currently, the charges
related to the mandatorily redeemable preferred stock are not
reflected in net income (loss), but are reflected in determining
net income (loss) applicable to common stock.

Forward-Looking Statements

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

26



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

Our primary market risk relates to changes in
interest rates. Market risk is the potential loss arising from
adverse changes in market prices and rates, including interest
rates. We do not enter into derivatives or other financial
instruments for trading or speculative purposes. The objective
of our financial risk management is to minimize the negative
impact of interest rate fluctuations on our earnings and equity.
The counterparty is a major financial institution. As of
March 31, 2003, we had interest rate hedges under various
derivative contracts totaling $325.0 million on our
$490.1 million DOC LLC credit facility. The terms of these
agreements begin expiring from March 2002 through April 2003.
For the three months ended March 31, 2003 and 2002, the
interest expense related to the hedge was approximately
$1.9 million and $3.9 million, respectively, due to
the decline in current market interest rates.

The fair market value of long-term fixed interest
rate debt is subject to interest rate risk. Generally, the fair
market value of fixed interest rate debt will increase as
interest rates fall and decrease as interest rates raise. Based
on our market risk sensitive instruments outstanding at
March 31, 2003, we have determined that there was no
material market risk exposure to our condensed consolidated
financial position, results of operations or cash flows as of
such date.



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

Within the 90-day period prior to the filing of
this report, an evaluation was performed under the supervision
and with the participation of our management, including the
Chief Executive Officer (CEO) and Chief Financial Officer (CFO),
of the effectiveness of the design and operation of our
disclosure controls and procedures, (as defined in
Rule 13a  14(c) under the Securities Exchange
Act of 1934). Based on that evaluation, our management,
including the CEO and CFO, concluded that our disclosure
controls and procedures were effective.

There have been no significant changes in our
internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.

27



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PART II. OTHER INFORMATION

Item 1.     Legal
Proceedings

Dobson Communications Corporation and its
wholly-owned subsidiary, Dobson Cellular Systems, Inc., have
been named as defendants in a lawsuit filed on May 2, 2003,
by LS PCS, Inc. d/b/a Lone Star Phones, in the United
Stated District Court for the Northern District of Texas (Civ.
Action No: 3-03CV-0925-H. The plaintiff was a dealer-agent
for Dobson Cellular Systems for about 18 months, but had no
contractual relationship with Dobson Communications Corporation.
The plaintiff has alleged that it had three agreements with
Dobson Cellular Systems to enroll subscribers in three cellular
systems in Texas operated by Dobson Cellular. The plaintiff also
claims that Dobson Cellular orally agreed to grant the plaintiff
the right to enroll subscribers in cellular systems operated by
Dobson Cellular Systems on a nationwide basis. The plaintiff
claims, inter alia, that Dobson Cellular prevented plaintiff
from enrolling subscribers on a nationwide basis and that Dobson
Cellular wrongfully terminated the plaintiffs dealer
agreements for Texas. The plaintiff seeks actual damages in
excess of $27 million, exemplary damages, punitive damages,
interest and costs. The action is recently filed, and no
responsive pleadings have been filed nor has any discovery yet
been conducted in the case. Dobson Communications and Dobson
Cellular Systems believe that the plaintiffs claims are
without merit and intend to vigorously defend against
plaintiffs claims.

Item 2.     Changes
in securities and Use of Proceeds

Not applicable

Item 3.     Defaults
Upon Senior Securities

Not applicable

Item 4.     Submission
of matters to a Vote of Security Holders

Not applicable

Item 5.     Other
Information

Not applicable

Item 6.     Exhibits
and Reports on Form 8-K

(a) Exhibits

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

|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                   |  |  |           | 
|------- | ----- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --------- | 
|Exhibit |       |             |  |                                                                                                                                                                                                                                                                                                                                                                  
|Numbers |       | Description |  | Method of Filing                                                                                                                                                                                                                                                                                                                                                 
|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                  
|        | 2.1   |             |  | Agreement and Plan of Merger dated
    October 5, 1999 among ACC Acquisition LLC, ACC Acquisition
    Co. and American Cellular Corporation.                                                                                                                                                                                                                      |  |  | (7)[2.11] | 
|        | 2.2   |             |  | Agreement and Plan of Recapitalization among
    Dobson Communications Corporation, Dobson Operating Company,
    Dobson CC Limited Partnership, Russell L. Dobson,
    J.W. Childs Equity Partners II, L.P.,
    AT&T Wireless, Inc. and the other stockholders of
    Dobson Communications Corporations Class A Common
    Stock and Class D Preferred Stock. |  |  | (7)[2.15] | 
|        | 3.1   |             |  | Registrants Amended and Restated
    Certificate of Incorporation.                                                                                                                                                                                                                                                                                               |  |  | (7)[3.1]  | 
|        | 3.1.1 |             |  | Registrants Certificate of Retirement of
    Preferred Stock dated January 7, 2003                                                                                                                                                                                                                                                                               |  |  | (4)       | 
|        | 3.1.2 |             |  | Registrants Certificate of Retirement of
    Preferred Stock dated February 4, 2003                                                                                                                                                                                                                                                                              |  |  | (4)       | 

28



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|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                         |  |  |             | 
|------- | ----- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |       |             |  |                                                                                                                                                                                                                                                                                                                                                                        
|Numbers |       | Description |  | Method of Filing                                                                                                                                                                                                                                                                                                                                                       
|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                        
|        | 3.2   |             |  | Registrants Amended and Restated By-laws.                                                                                                                                                                                                                                                                                                                              |  |  | (12)[3(ii)] | 
|        | 4.1   |             |  | Amended, Restated, and Consolidated Revolving
    Credit and Term Loan Agreement dated as of January 18, 2000
    among Dobson Operating Co., L.L.C., Banc of America Securities,
    LLC, Bank of America, N.A., Lehman Commercial Paper Inc. and TD
    Securities (USA) Inc., and First Union National Bank and PNC
    Bank, National Association, and the Lenders. |  |  | (7)[4.6]    | 
|        | 4.1.1 |             |  | Amendment, Waiver and Consent to the Dobson
    Operating Co., L.L.C., Credit Agreement dated as of
    June 19, 2000 among Dobson Operating Co., L.L.C., as
    Borrower, Bank of America, N.A., as Administrative Agent,
    Required Lenders and Guarantors                                                                                                          |  |  | (8)[10.2]   | 
|        | 4.1.2 |             |  | Amendment and Consent dated November 24,
    2000 to Amended, Restated and Consolidated Revolving Credit and
    Term Loan Agreement                                                                                                                                                                                                                                    |  |  | (13)[4.3.2] | 
|        | 4.1.3 |             |  | Amendment and Consent dated May 4, 2001 to
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                          |  |  | (17)[4.1.3] | 
|        | 4.1.4 |             |  | Amendment dated August 1, 2001 to Amended,
    Restated and Consolidated Revolving Credit and Term Loan
    Agreement                                                                                                                                                                                                                                                   |  |  | (17)[4.1.4] | 
|        | 4.1.5 |             |  | Amendment dated January 23, 2002 to the
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                             |  |  | (17)[4.1.5] | 
|        | 4.2   |             |  | Indenture dated December 23, 1998 between
    Dobson/ Sygnet Communications Company, as Issuer, and United
    States Trust Company of New York, as Trustee.                                                                                                                                                                                                            |  |  | (2)[4.1]    | 
|        | 4.3   |             |  | Form of Common Stock Certificate.                                                                                                                                                                                                                                                                                                                                       |  |  | (7)[4.16]   | 
|        | 4.4   |             |  | Indenture dated June 22, 2000 by the
    Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                                         |  |  | (8)[4]      | 
|        | 4.5   |             |  | Senior Debt Indenture dated as of July 18,
    2001, between the Registrant and The Bank of New York, as Trustee                                                                                                                                                                                                                                                        |  |  | (14)[4.2]   | 
|        | 4.6.1 |             |  | Subordinated Debt Indenture dated as of
    July 18, 2001 between the Registrant and The Bank of New
    York, as Trustee                                                                                                                                                                                                                                               |  |  | (14)[4.3]   | 
|        | 4.6.2 |             |  | Certificate of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                         |  |  | (14)[4.4]   | 
|        | 4.7   |             |  | Declaration of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                         |  |  | (14)[4.5]   | 
|        | 4.8   |             |  | Indenture dated as February 28, 1997 between
    the Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                             |  |  | (5)[4.6]    | 
|        | 4.9   |             |  | Credit agreement among the Agents and Lenders
    named therein and Sygnet Wireless Inc. (f/k/a Dobson/ Sygnet
    Operating Company) dated December 22, 1998                                                                                                                                                                                                           |  |  | (3)[4.4]    | 
|        | 4.10  |             |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, Optional and Other Special Rights of
    the Registrants Series AA Preferred Stock                                                                                                                                                                                                     |  |  | (12)[4.1]   | 
|        | 4.11  |             |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, optional and Other Special Rights of
    the Registrants Series A Convertible Preferred Stock                                                                                                                                                                                          |  |  | (12)[4.2]   | 
|        | 10.1  |             |  | Asset Exchange Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                                                                                                                                                                                                  |  |  | (22)[10.1]  | 
|        | 10.2  |             |  | Transition Services Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                                                                                                                                                                                             |  |  | (22)[10.2]  | 
|        | 10.3  |             |  | Master Lease Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                                                                                                                                                                                                    |  |  | (22)[10.3]  | 
|        | 10.4  |             |  | Cordova Option Agreement dated as of
    December 24, 2002, among AT&T Wireless Services, Inc.,
    AT&T Wireless Services of Alaska, Inc. and Dobson Cellular
    Systems, Inc.                                                                                                                                                                                        |  |  | (22)[10.4]  | 

29



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|        |          |             |  |                                                                                                                                                                                      |  |  |               | 
|------- | -------- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  | ------------- | 
|Exhibit |          |             |  |                                                                                                                                                                                     
|Numbers |          | Description |  | Method of Filing                                                                                                                                                                    
|        |          |             |  |                                                                                                                                                                                     
|        | 10.5     |             |  | Registrants 2002 Employee Stock Purchase
    Plan                                                                                                                                   |  |  | (19)[10.1]    | 
|        | 10.5.1*  |             |  | Registrants 1996 Stock Option Plan, as
    amended.                                                                                                                                 |  |  | (3)[10.1.1]   | 
|        | 10.5.2*  |             |  | 2000-1 Amendment to the DCC 1996 Stock Option
    Plan.                                                                                                                              |  |  | (7)[10.1.3]   | 
|        | 10.5.3*  |             |  | Dobson Communications Corporation 2000 Stock
    Option Plan.                                                                                                                        |  |  | (7)[10.1.4]   | 
|        | 10.6     |             |  | Registrants 2002 Stock Incentive Plan                                                                                                                                               |  |  | (19)[10.2]    | 
|        | 10.7.1*  |             |  | Letter dated June 3, 1996 from Registrant to
    Bruce R. Knooihuizen describing employment arrangement.                                                                             |  |  | (5)[10.3.2]   | 
|        | 10.7.2*  |             |  | Letter dated October 15, 1996 from Fleet
    Equity Partners to Justin L. Jaschke regarding director
    compensation.                                                               |  |  | (5)[10.3.3]   | 
|        | 10.7.3*  |             |  | Letter dated October 28, 1997 from
    Registrant to R. Thomas Morgan describing employment arrangement.                                                                             |  |  | (1)[10.3.5]   | 
|        | 10.7.4*  |             |  | Letter dated August 25, 1998 from Registrant
    to Richard D. Sewell, Jr. describing employment
    arrangement.                                                                    |  |  | (3)[10.3.6]   | 
|        | 10.7.5*  |             |  | Consulting Agreement dated December 21, 1998
    between Registrant and Albert H. Pharis, Jr.                                                                                        |  |  | (3)[10.3.7]   | 
|        | 10.7.6*  |             |  | Consulting Agreement dated August 15, 1998
    between the Registrant and Russell L. Dobson and Addendum
    thereto dated October 1, 1998.                                          |  |  | (7)[10.3.8]   | 
|        | 10.8     |             |  | General Purchase Agreement dated January 13,
    1998 between Lucent Technologies, Inc. and Dobson Cellular
    Systems, Inc., as amended                                            |  |  | (1)[10.4.7]   | 
|        | 10.8.1   |             |  | Amendment No. 1 to General Purchase
    Agreement between Dobson Cellular Systems and Lucent
    Technologies, Inc.                                                                  |  |  | (9)[10.4.3]   | 
|        | 10.9     |             |  | Operating Agreement dated January 16, 1998,
    as amended, between AT&T Wireless Services, Inc. and Dobson
    Cellular Systems, Inc.                                               |  |  | (7)[10.4.4]   | 
|        | 10.9.1   |             |  | Second Addendum to Operating Agreement between
    AT&T Wireless Services, Inc. and its Affiliates and Dobson
    Cellular Systems, Inc. and its Affiliates dated May 8, 2002        |  |  | (18)[10.5.1]  | 
|        | 10.10   |             |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated as
    of November 16, 2001.                                           |  |  | (17)[10.6]    | 
|        | 10.10.1 |             |  | Amendment No. 1 to the Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation, dated August 5, 2002.                             |  |  | (20)[10.6.1]  | 
|        | 10.11    |             |  | Second Amended and Restated Partnership Agreement
    of Gila River Cellular General Partnership dated
    September 30, 1997                                                        |  |  | (6)[10.8]     | 
|        | 10.12    |             |  | Stockholder and Investor Rights Agreement dated
    January 31, 2000 among the Registrant and the Shareholders
    listed therein (without exhibits).                                |  |  | (7)[10.7.2.3] | 
|        | 10.12.1  |             |  | Amendment No. 1 to Stockholder and Investor
    rights Agreement among AT&T Wireless Services, Inc.,
    the Registrant, and certain other parties                                   |  |  | (12)[10.4]    | 
|        | 10.13   |             |  | License Agreement dated October 8, 2001
    between Dobson Communications Corporations and
    H.O. Systems, Inc.                                                                    |  |  | (17)[10.9]    | 
|        | 10.14*   |             |  | Form of Dobson Communications Corporation
    Director Indemnification Agreement.                                                                                                    |  |  | (7)[10.9]     | 
|        | 10.15    |             |  | Agreement and Plan of Reorganization and
    Corporation Separation between Dobson Communications Corporation
    and Logix Communications Enterprises dated January 24, 2000        |  |  | (7)[10.10]    | 
|        | 10.16    |             |  | Second Amended and Restated Limited Liability
    Company Agreement of ACC Acquisition LLC between
    AT&T Wireless JV Co. and Dobson JV Company
    dated as of February 25, 2000. |  |  | (10)[10.1]    | 

30



---



##### 



|        |         |             |  |                                                                                                                                                                                                                                                                                     |  |  |               | 
|------- | ------- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------- | 
|Exhibit |         |             |  |                                                                                                                                                                                                                                                                                    
|Numbers |         | Description |  | Method of Filing                                                                                                                                                                                                                                                                   
|        |         |             |  |                                                                                                                                                                                                                                                                                    
|        | 10.17   |             |  | Amended and Restated Supplemental Agreement among
    AT&T Wireless, Dobson Communications Corporation,
    Dobson CC Limited Partnership, and other signatories
    thereto, dated February 25, 2000.                                                                              |  |  | (10)[10.1.1]  | 
|        | 10.18   |             |  | Amended and Restated Management Agreement between
    Dobson Cellular Systems, Inc. and ACC Acquisition LLC dated as
    of February 25, 2000.                                                                                                                                      |  |  | (10)[10.2]    | 
|        | 10.19   |             |  | Amended and Restated Operating Agreement dated
    February 25, 2000 by and between AT&T Wireless
    Services, Inc., on behalf of itself and its Affiliates (as
    defined therein) and ACC Acquisition L.L.C., on behalf of
    itself and its Affiliates (as defined therein).  |  |  | (10)[10.3]    | 
|        | 10.19.1 |             |  | Addendum to Amended and Restated Operating
    Agreement between AT&T Wireless Services, Inc. and its
    Affiliates and ACC Acquisition LLC and its Affiliates dated
    May 8, 2002                                                                                               |  |  | (18)[10.16.1] | 
|        | 10.20   |             |  | Amended and Restated Operating Agreement dated
    February 25, 2000 by and between Dobson Cellular Systems,
    Inc., on behalf of itself and its Affiliates (as defined
    therein) and ACC Acquisition L.L.C., on behalf of itself
    and its Affiliates (as defined therein). |  |  | (10)[10.4]    | 
|        | 10.21.1 |             |  | Stock Purchase Agreement Between AT&T
    Wireless Services, Inc. and Dobson Communications Corporation
    dated as of November 6, 2000.                                                                                                                                           |  |  | (11)[10.14]   | 
|        | 10.21.2 |             |  | Amendment No. 1 to Stock Purchase Agreement
    between the Registrant and AT&T Wireless Services, Inc.
    dated February 8, 2001                                                                                                                                                  |  |  | (12)[10.1]    | 
|        | 10.22   |             |  | Exchange Agreement between the Registrant and
    AT&T Wireless Services, Inc. dated February 8, 2001                                                                                                                                                                               |  |  | (12)[10.2]    | 
|        | 10.23   |             |  | PCS Transfer Rights Agreement between the
    Registrant and AT&T Wireless Services, Inc. dated
    February 8, 2001                                                                                                                                                                |  |  | (12)[10.3]    | 
|        | 10.24   |             |  | Asset Purchase Agreement dated October 29,
    2001 by and between Dobson Cellular Systems, Inc., and Cellco
    Partnership, a Delaware general partnership, d/b/a/ Verizon
    Wireless                                                                                           |  |  | (15)[10.22]   | 
|        | 10.25   |             |  | Asset Purchase Agreement dated December 6,
    2001 by and between Dobson Cellular System, Inc, and Cellco
    Partnership, a Delaware general partnership, d/b/a/ Verizon
    Wireless                                                                                             |  |  | (16)[10.1]    | 
|        | 10.26  |             |  | InterCarrier Multi-Standard Roaming Agreement
    effective as of January 25, 2002 between Cingular Wireless,
    LLC, and its affiliates, and Dobson Cellular Systems, Inc., and
    its affiliates.                                                                               |  |  | (17)[10.23]   | 
|        | 10.27   |             |  | Master Services Agreement between Dobson Cellular
    Systems, Inc. and Convergys Information Management Group Inc.
    dated December 1, 2002.                                                                                                                                     |  |  | (21)[10.24]   | 



---



| |   |                                                                              
| | - | -----------------------------------------------------------------------------
| | * | Management contract or compensatory plan or
    arrangement.                 
|
| |  | Confidential treatment has been requested for a
    portion of this document.



| |     |                                                                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 1997 as the exhibit number indicated in
    brackets and incorporated by reference herein. 
|
| | (2) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on January 7, 1999,
    as the exhibit number indicated in brackets and incorporated by
    reference herein.            
|
| | (3) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (Registration
    No. 333-71633), as the exhibit number indicated in brackets
    and incorporated by reference herein.
|
| | (4) | Filed herewith.                                                                                                                                                                                       
|
| | (5) | Filed as an exhibit to the Registrants
    Registration Statement of Form S-4 (Registration
    No. 333-23769), as the exhibit number indicated in brackets
    and incorporated by reference herein.

31



---



##### 





| |     |                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (6) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on October 15, 1997
    and amended on November 6, 1997, as the exhibit number
    indicated in brackets and incorporated by reference herein.
|
| | (7) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-1 (Registration
    No. 333-90759), as the exhibit number indicated in brackets
    and incorporated by reference herein.                     
|
| | (8) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on July 6, 2000, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                                    
|
| | (9) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4/A (Registration
    No. 333-41512), as the exhibit number indicated in brackets
    and incorporated by reference herein.                   



|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on March 9, 2000, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                     
|    
|(11) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2000, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(12) | Filed as an exhibit to the Registrants
    current report on Form 8-K/A on February 22, 2001 as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                      
|    
|(13) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2000 as the exhibit number indicated in
    brackets and incorporated by reference herein.        
|    
|(14) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-3 (Registration
    No. 333-64916), as the exhibit number indicated in brackets
    and incorporated by reference herein.       
|    
|(15) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 20, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(16) | Filed as an exhibit to the Registrants
    current report on Form 8-K on December 20, 2001 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                        
|    
|(17) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2001 as the exhibit number indicated in
    brackets and incorporated by reference herein.        
|    
|(18) | Filed as an exhibit to the Registrants
    current report on Form 8-K on May 16, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                             
|    
|(19) | Filed as an exhibit to the Registrants
    current report on Form 8-K on June 14, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                            
|    
|(20) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 20, 2002, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(21) | Filed as an exhibit to the Registrants
    current report on Form 8-K on December 12, 2002, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                       
|    
|(22) | Filed as an exhibit to the Registrants
    current report on Form 8-K on January 7, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                         

(b) Reports on Form 8-K

The Registrant filed a Current Report on
form 8-K on January 7, 2003, which reported the
Registrant (through Dobson Cellular Systems, Inc., a wholly
owned subsidiary) entered into a definitive Exchange Agreement
with AT&T Wireless Services, Inc. (AWS) to
exchange certain wireless properties and assets, under
Item 2. Acquisition or Disposition of
Assets.

The Registrant filed a Current Report on
form 8-K/A on March 5, 2003, which reported the
Registrants purchase of its Senior Exchangeable Preferred
Stock, under Item 5. Other Events and Required
FD Disclosure. In addition, the Registrant advised
that its principal shareholder, Dobson CC Limited
Partnership (DCCLP), recently sold an aggregate of 156,900
shares of the Companys common stock beneficially owned by
DCCLP, under Item 9. Regulation
FD Disclosure.

32



---



##### 



The Registrant filed a Current Report on
form 8-K/A on March 7, 2003, which reported the
Registrant issued a press release on March 5, 2003, which
provided general disclosure of the results of operations for the
quarter and for its fiscal year ended December 31, 2002,
under  Item 9. Regulation FD Disclosure
.

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

33



---



##### 



SIGNATURES

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

DOBSON COMMUNICATIONS CORPORATION

Date: May 14, 2003

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

Date: May 14, 2003

| |                                                                             
| | ----------------------------------------------------------------------------
| | /s/ BRUCE R. KNOOIHUIZEN                                                    
| |                                                                             
| | Bruce R. Knooihuizen                                                        
| | Vice President and Chief Financial Officer
    (principal financial officer)

34



---



##### 



CERTIFICATIONS FOR FORM 10-Q

I, Everett R. Dobson, Chairman of the Board and
Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on
Form 10-Q of Dobson Communications Corporation (the
registrant);

2. Based on my knowledge, this quarterly
report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this quarterly report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;

4. The registrants other certifying
officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | (b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | (c) presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5. The registrants other certifying
officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6. The registrants other certifying
officers and I have indicated in this quarterly report whether
or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.



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



| |     |                      
| | --- | ---------------------
| | By: | /s/ EVERETT R. DOBSON

| |                                                      
| | -----------------------------------------------------
| |                                                      
| | Everett R. Dobson                                    
| | Chairman of the Board and Chief Executive
    Officer

May 14, 2003

35



---



##### 



CERTIFICATIONS FOR FORM 10-Q

I, Bruce R. Knooihuizen, Vice President and Chief
Financial Officer, certify that:

1. I have reviewed this quarterly report on
Form 10-Q of Dobson Communications Corporation (the
registrant);

2. Based on my knowledge, this quarterly
report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this quarterly report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;

4. The registrants other certifying
officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | (b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | (c) presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5. The registrants other certifying
officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6. The registrants other certifying
officers and I have indicated in this quarterly report whether
or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.



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



| |     |                         
| | --- | ------------------------
| | By: | /s/ BRUCE R. KNOOIHUIZEN

| |                                               
| | ----------------------------------------------
| |                                               
| | Bruce R. Knooihuizen                          
| | Vice President and Chief Financial
    Officer

May 14, 2003

36



---



##### 



INDEX TO EXHIBITS

|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                         |  |  |             | 
|------- | ----- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |       |             |  |                                                                                                                                                                                                                                                                                                                                                                        
|Numbers |       | Description |  | Method of Filing                                                                                                                                                                                                                                                                                                                                                       
|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                        
|        | 2.1   |             |  | Agreement and Plan of Merger dated
    October 5, 1999 among ACC Acquisition LLC, ACC Acquisition
    Co. and American Cellular Corporation.                                                                                                                                                                                                                            |  |  | (7)[2.11]   | 
|        | 2.2   |             |  | Agreement and Plan of Recapitalization among
    Dobson Communications Corporation, Dobson Operating Company,
    Dobson CC Limited Partnership, Russell L. Dobson,
    J.W. Childs Equity Partners II, L.P., AT&T
    Wireless, Inc. and the other stockholders of Dobson
    Communications Corporations Class A Common Stock and
    Class D Preferred Stock.       |  |  | (7)[2.15]   | 
|        | 3.1   |             |  | Registrants Amended and Restated
    Certificate of Incorporation.                                                                                                                                                                                                                                                                                                     |  |  | (7)[3.1]    | 
|        | 3.1.1 |             |  | Registrants Certificate of Retirement of
    Preferred Stock dated January 7, 2003                                                                                                                                                                                                                                                                                     |  |  | (4)         | 
|        | 3.1.2 |             |  | Registrants Certificate of Retirement of
    Preferred Stock dated February 4, 2003                                                                                                                                                                                                                                                                                    |  |  | (4)         | 
|        | 3.2   |             |  | Registrants Amended and Restated By-laws.                                                                                                                                                                                                                                                                                                                              |  |  | (12)[3(ii)] | 
|        | 4.1   |             |  | Amended, Restated, and Consolidated Revolving
    Credit and Term Loan Agreement dated as of January 18, 2000
    among Dobson Operating Co., L.L.C., Banc of America Securities,
    LLC, Bank of America, N.A., Lehman Commercial Paper Inc. and TD
    Securities (USA) Inc., and First Union National Bank and PNC
    Bank, National Association, and the Lenders. |  |  | (7)[4.6]    | 
|        | 4.1.1 |             |  | Amendment, Waiver and Consent to the Dobson
    Operating Co., L.L.C., Credit Agreement dated as of
    June 19, 2000 among Dobson Operating Co., L.L.C., as
    Borrower, Bank of America, N.A., as Administrative Agent,
    Required Lenders and Guarantors                                                                                                          |  |  | (8)[10.2]   | 
|        | 4.1.2 |             |  | Amendment and Consent dated November 24,
    2000 to Amended, Restated and Consolidated Revolving Credit and
    Term Loan Agreement                                                                                                                                                                                                                                    |  |  | (13)[4.3.2] | 
|        | 4.1.3 |             |  | Amendment and Consent dated May 4, 2001 to
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                          |  |  | (17)[4.1.3] | 
|        | 4.1.4 |             |  | Amendment dated August 1, 2001 to Amended,
    Restated and Consolidated Revolving Credit and Term Loan
    Agreement                                                                                                                                                                                                                                                   |  |  | (17)[4.1.4] | 
|        | 4.1.5 |             |  | Amendment dated January 23, 2002 to the
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                             |  |  | (17)[4.1.5] | 
|        | 4.2   |             |  | Indenture dated December 23, 1998 between
    Dobson/ Sygnet Communications Company, as Issuer, and United
    States Trust Company of New York, as Trustee.                                                                                                                                                                                                            |  |  | (2)[4.1]    | 
|        | 4.3   |             |  | Form of Common Stock Certificate.                                                                                                                                                                                                                                                                                                                                       |  |  | (7)[4.16]   | 
|        | 4.4   |             |  | Indenture dated June 22, 2000 by the
    Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                                         |  |  | (8)[4]      | 
|        | 4.5   |             |  | Senior Debt Indenture dated as of July 18,
    2001, between the Registrant and The Bank of New York, as Trustee                                                                                                                                                                                                                                                        |  |  | (14)[4.2]   | 
|        | 4.6.1 |             |  | Subordinated Debt Indenture dated as of
    July 18, 2001 between the Registrant and The Bank of New
    York, as Trustee                                                                                                                                                                                                                                               |  |  | (14)[4.3]   | 
|        | 4.6.2 |             |  | Certificate of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                         |  |  | (14)[4.4]   | 
|        | 4.7   |             |  | Declaration of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                         |  |  | (14)[4.5]   | 
|        | 4.8   |             |  | Indenture dated as February 28, 1997 between
    the Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                             |  |  | (5)[4.6]    | 
|        | 4.9   |             |  | Credit agreement among the Agents and Lenders
    named therein and Sygnet Wireless Inc. (f/k/a Dobson/ Sygnet
    Operating Company) dated December 22, 1998                                                                                                                                                                                                           |  |  | (3)[4.4]    | 
|        | 4.10  |             |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, Optional and Other Special Rights of
    the Registrants Series AA Preferred Stock                                                                                                                                                                                                     |  |  | (12)[4.1]   | 
|        | 4.11  |             |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, optional and Other Special Rights of
    the Registrants Series A Convertible Preferred Stock                                                                                                                                                                                          |  |  | (12)[4.2]   | 



---



##### 



|        |          |             |  |                                                                                                                                                                                  |  |  |               | 
|------- | -------- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------- | 
|Exhibit |          |             |  |                                                                                                                                                                                 
|Numbers |          | Description |  | Method of Filing                                                                                                                                                                
|        |          |             |  |                                                                                                                                                                                 
|        | 10.1     |             |  | Asset Exchange Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                           |  |  | (22)[10.1]    | 
|        | 10.2     |             |  | Transition Services Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                      |  |  | (22)[10.2]    | 
|        | 10.3     |             |  | Master Lease Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                             |  |  | (22)[10.3]    | 
|        | 10.4     |             |  | Cordova Option Agreement dated as of
    December 24, 2002, among AT&T Wireless Services, Inc.,
    AT&T Wireless Services of Alaska, Inc. and Dobson Cellular
    Systems, Inc. |  |  | (22)[10.4]    | 
|        | 10.5     |             |  | Registrants 2002 Employee Stock Purchase
    Plan                                                                                                                               |  |  | (19)[10.1]    | 
|        | 10.5.1*  |             |  | Registrants 1996 Stock Option Plan, as
    amended.                                                                                                                             |  |  | (3)[10.1.1]   | 
|        | 10.5.2*  |             |  | 2000-1 Amendment to the DCC 1996 Stock Option
    Plan.                                                                                                                          |  |  | (7)[10.1.3]   | 
|        | 10.5.3*  |             |  | Dobson Communications Corporation 2000 Stock
    Option Plan.                                                                                                                    |  |  | (7)[10.1.4]   | 
|        | 10.6     |             |  | Registrants 2002 Stock Incentive Plan                                                                                                                                           |  |  | (19)[10.2]    | 
|        | 10.7.1*  |             |  | Letter dated June 3, 1996 from Registrant to
    Bruce R. Knooihuizen describing employment arrangement.                                                                         |  |  | (5)[10.3.2]   | 
|        | 10.7.2*  |             |  | Letter dated October 15, 1996 from Fleet
    Equity Partners to Justin L. Jaschke regarding director
    compensation.                                                           |  |  | (5)[10.3.3]   | 
|        | 10.7.3*  |             |  | Letter dated October 28, 1997 from
    Registrant to R. Thomas Morgan describing employment arrangement.                                                                         |  |  | (1)[10.3.5]   | 
|        | 10.7.4*  |             |  | Letter dated August 25, 1998 from Registrant
    to Richard D. Sewell, Jr. describing employment arrangement.                                                                    |  |  | (3)[10.3.6]   | 
|        | 10.7.5*  |             |  | Consulting Agreement dated December 21, 1998
    between Registrant and Albert H. Pharis, Jr.                                                                                    |  |  | (3)[10.3.7]   | 
|        | 10.7.6*  |             |  | Consulting Agreement dated August 15, 1998
    between the Registrant and Russell L. Dobson and Addendum
    thereto dated October 1, 1998.                                      |  |  | (7)[10.3.8]   | 
|        | 10.8     |             |  | General Purchase Agreement dated January 13,
    1998 between Lucent Technologies, Inc. and Dobson Cellular
    Systems, Inc., as amended                                        |  |  | (1)[10.4.7]   | 
|        | 10.8.1   |             |  | Amendment No. 1 to General Purchase
    Agreement between Dobson Cellular Systems and Lucent
    Technologies, Inc.                                                              |  |  | (9)[10.4.3]   | 
|        | 10.9     |             |  | Operating Agreement dated January 16, 1998,
    as amended, between AT&T Wireless Services, Inc. and Dobson
    Cellular Systems, Inc.                                           |  |  | (7)[10.4.4]   | 
|        | 10.9.1   |             |  | Second Addendum to Operating Agreement between
    AT&T Wireless Services, Inc. and its Affiliates and Dobson
    Cellular Systems, Inc. and its Affiliates dated May 8, 2002    |  |  | (18)[10.5.1]  | 
|        | 10.10   |             |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated as
    of November 16, 2001.                                       |  |  | (17)[10.6]    | 
|        | 10.10.1 |             |  | Amendment No. 1 to the Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation, dated August 5, 2002.                         |  |  | (20)[10.6.1]  | 
|        | 10.11    |             |  | Second Amended and Restated Partnership Agreement
    of Gila River Cellular General Partnership dated
    September 30, 1997                                                    |  |  | (6)[10.8]     | 
|        | 10.12    |             |  | Stockholder and Investor Rights Agreement dated
    January 31, 2000 among the Registrant and the Shareholders
    listed therein (without exhibits).                            |  |  | (7)[10.7.2.3] | 
|        | 10.12.1  |             |  | Amendment No. 1 to Stockholder and Investor
    rights Agreement among AT&T Wireless Services, Inc., the
    Registrant, and certain other parties                               |  |  | (12)[10.4]    | 
|        | 10.13   |             |  | License Agreement dated October 8, 2001
    between Dobson Communications Corporations and H.O. Systems, Inc.                                                                    |  |  | (17)[10.9]    | 
|        | 10.14*   |             |  | Form of Dobson Communications Corporation
    Director Indemnification Agreement.                                                                                                |  |  | (7)[10.9]     | 



---



##### 



|        |         |             |  |                                                                                                                                                                                                                                                                                     |  |  |               | 
|------- | ------- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------- | 
|Exhibit |         |             |  |                                                                                                                                                                                                                                                                                    
|Numbers |         | Description |  | Method of Filing                                                                                                                                                                                                                                                                   
|        |         |             |  |                                                                                                                                                                                                                                                                                    
|        | 10.15   |             |  | Agreement and Plan of Reorganization and
    Corporation Separation between Dobson Communications Corporation
    and Logix Communications Enterprises dated January 24, 2000                                                                                                       |  |  | (7)[10.10]    | 
|        | 10.16   |             |  | Second Amended and Restated Limited Liability
    Company Agreement of ACC Acquisition LLC between AT&T
    Wireless JV Co. and Dobson JV Company dated as of
    February 25, 2000.                                                                                                |  |  | (10)[10.1]    | 
|        | 10.17   |             |  | Amended and Restated Supplemental Agreement among
    AT&T Wireless, Dobson Communications Corporation, Dobson CC
    Limited Partnership, and other signatories thereto, dated
    February 25, 2000.                                                                              |  |  | (10)[10.1.1]  | 
|        | 10.18   |             |  | Amended and Restated Management Agreement between
    Dobson Cellular Systems, Inc. and ACC Acquisition LLC dated as
    of February 25, 2000.                                                                                                                                      |  |  | (10)[10.2]    | 
|        | 10.19   |             |  | Amended and Restated Operating Agreement dated
    February 25, 2000 by and between AT&T Wireless
    Services, Inc., on behalf of itself and its Affiliates (as
    defined therein) and ACC Acquisition L.L.C., on behalf of itself
    and its Affiliates (as defined therein).  |  |  | (10)[10.3]    | 
|        | 10.19.1 |             |  | Addendum to Amended and Restated Operating
    Agreement between AT&T Wireless Services, Inc. and its
    Affiliates and ACC Acquisition LLC and its Affiliates dated
    May 8, 2002                                                                                               |  |  | (18)[10.16.1] | 
|        | 10.20   |             |  | Amended and Restated Operating Agreement dated
    February 25, 2000 by and between Dobson Cellular Systems,
    Inc., on behalf of itself and its Affiliates (as defined
    therein) and ACC Acquisition L.L.C., on behalf of itself and its
    Affiliates (as defined therein). |  |  | (10)[10.4]    | 
|        | 10.21.1 |             |  | Stock Purchase Agreement Between AT&T
    Wireless Services, Inc. and Dobson Communications Corporation
    dated as of November 6, 2000.                                                                                                                                           |  |  | (11)[10.14]   | 
|        | 10.21.2 |             |  | Amendment No. 1 to Stock Purchase Agreement
    between the Registrant and AT&T Wireless Services, Inc.
    dated February 8, 2001                                                                                                                                                  |  |  | (12)[10.1]    | 
|        | 10.22   |             |  | Exchange Agreement between the Registrant and
    AT&T Wireless Services, Inc. dated February 8, 2001                                                                                                                                                                               |  |  | (12)[10.2]    | 
|        | 10.23   |             |  | PCS Transfer Rights Agreement between the
    Registrant and AT&T Wireless Services, Inc. dated
    February 8, 2001                                                                                                                                                                |  |  | (12)[10.3]    | 
|        | 10.24   |             |  | Asset Purchase Agreement dated October 29,
    2001 by and between Dobson Cellular Systems, Inc., and Cellco
    Partnership, a Delaware general partnership, d/b/a/ Verizon
    Wireless                                                                                           |  |  | (15)[10.22]   | 
|        | 10.25   |             |  | Asset Purchase Agreement dated December 6,
    2001 by and between Dobson Cellular System, Inc, and Cellco
    Partnership, a Delaware general partnership, d/b/a/ Verizon
    Wireless                                                                                             |  |  | (16)[10.1]    | 
|        | 10.26  |             |  | InterCarrier Multi-Standard Roaming Agreement
    effective as of January 25, 2002 between Cingular Wireless,
    LLC, and its affiliates, and Dobson Cellular Systems, Inc., and
    its affiliates.                                                                               |  |  | (17)[10.23]   | 
|        | 10.27   |             |  | Master Services Agreement between Dobson Cellular
    Systems, Inc. and Convergys Information Management Group Inc.
    dated December 1, 2002.                                                                                                                                     |  |  | (21)[10.24]   | 



---



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



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



| |     |                                                                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 1997 as the exhibit number indicated in
    brackets and incorporated by reference herein. 
|
| | (2) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on January 7, 1999,
    as the exhibit number indicated in brackets and incorporated by
    reference herein.            
|
| | (3) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (Registration
    No. 333-71633), as the exhibit number indicated in brackets
    and incorporated by reference herein.



---



##### 





| |     |                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (4) | Filed herewith.                                                                                                                                                                                                            
|
| | (5) | Filed as an exhibit to the Registrants
    Registration Statement of Form S-4 (Registration
    No. 333-23769), as the exhibit number indicated in brackets
    and incorporated by reference herein.                     
|
| | (6) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on October 15, 1997
    and amended on November 6, 1997, as the exhibit number
    indicated in brackets and incorporated by reference herein.
|
| | (7) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-1 (Registration
    No. 333-90759), as the exhibit number indicated in brackets
    and incorporated by reference herein.                     
|
| | (8) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on July 6, 2000, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                                    
|
| | (9) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4/A (Registration
    No. 333-41512), as the exhibit number indicated in brackets
    and incorporated by reference herein.                   



|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on March 9, 2000, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                     
|    
|(11) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2000, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(12) | Filed as an exhibit to the Registrants
    current report on Form 8-K/A on February 22, 2001 as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                      
|    
|(13) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2000 as the exhibit number indicated in
    brackets and incorporated by reference herein.        
|    
|(14) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-3 (Registration
    No. 333-64916), as the exhibit number indicated in brackets
    and incorporated by reference herein.       
|    
|(15) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 20, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(16) | Filed as an exhibit to the Registrants
    current report on Form 8-K on December 20, 2001 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                        
|    
|(17) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2001 as the exhibit number indicated in
    brackets and incorporated by reference herein.        
|    
|(18) | Filed as an exhibit to the Registrants
    current report on Form 8-K on May 16, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                             
|    
|(19) | Filed as an exhibit to the Registrants
    current report on Form 8-K on June 14, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                            
|    
|(20) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 20, 2002, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(21) | Filed as an exhibit to the Registrants
    current report on Form 8-K on December 12, 2002, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                       
|    
|(22) | Filed as an exhibit to the Registrants
    current report on Form 8-K on January 7, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.