SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q/A


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

      For the quarterly period ended June 30, 1997

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

      For the transition period from ________ to __________

                         Commission File No. 333-23769


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


           OKLAHOMA                                      73-1110531
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                       Identification No.)


13439 North Broadway Extension
Suite 200
OKLAHOMA CITY, OKLAHOMA                           73114
(Address of principal executive offices)        (Zip Code)


                             (405) 391-8500
             (Registrant's telephone number, including area code)


      Indicate  by  check mark whether the registrant (1) has filed all reports
required to be filed  by  Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12  months  (or  for  such  shorter  period  that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                              YES   X           NO

      At  August 13, 1997, there were 473,152 shares of the registrant's  $1.00
par value Class A Common Stock outstanding.

<PAGE>

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

GENERAL

The Company provides diversified  telecommunication  products and services. The
Company currently provides rural cellular telephone services  in  Oklahoma  and
Texas   (the   "Oklahoma/Texas   Cluster"),   in   Kansas   and  Missouri  (the
"Kansas/Missouri  Cluster")  and  in  Maryland and Pennsylvania (the  "Maryland
Cluster"). Upon consummation of the Arizona 5 Partnership acquisition described
below, the Company will also own and operate  a cellular system in Arizona. The
Company also owns interests in, and operates, regional  fiberoptic transmission
networks in Oklahoma, Texas and Colorado, and owns and operates local telephone
exchanges in Oklahoma, and intends to resell local, long  distance and wireless
services in Oklahoma.

RECENT EVENTS

In  August  1997,  the Company entered into a letter of intent  with  Texas  16
Cellular Telephone Company  to  purchase  the  assets of the cellular system in
Texas  RSA #16, including the licenses granted by  the  Federal  Communications
Commission.   Texas  RSA  #16  is  located in south Texas, adjacent to Houston,
Austin and San Antonio, and serves a  population base of approximately 325,000.
Management of the Company anticipates entering  a  definitive  agreement in the
third  quarter and expects the transaction to close late in the fourth  quarter
of 1997 or first quarter of 1998.

On February  28, 1997, the Company purchased the FCC cellular licenses for, and
certain assets  relating  to,  two  MSAs  and  two RSAs located in Maryland and
Pennsylvania for $77.7 million.  The properties are located immediately outside
the Washington/Baltimore metropolitan area.  On  March  3,  1997,  the  Company
purchased  the  FCC  cellular  license for, and certain assets relating to, the
Maryland RSA 2 for $75.8 million.   The  property is located to the east of the
Washington/Baltimore metropolitan area.  The  acquired properties are hereafter
referred to as the "Maryland Cluster."

On February 28, 1997, the Company signed a definitive agreement to purchase the
Gila River Cellular General Partnership (the "Arizona  5  Partnership"),  which
owns  the cellular license for Arizona RSA 5 as well as the associated tangible
operating  assets.   Certain  affiliates  of the Company indirectly own a 20.6%
interest  in  the  Arizona 5 Partnership and will  receive  approximately  $9.5
million in connection with the acquisition.  In addition, the Company will loan
$5.2 million to one  of the current partners, which will acquire a 25% interest
in the Arizona 5 Partnership.   Upon  completion  of  these  transactions,  the
Company  will  have  paid  a  net  amount  of  $39.8 million and will own a 75%
interest  in  the  Arizona  5  Partnership.   The  Company  expects  that  this
acquisition will close late in the third quarter or early in the fourth quarter
of 1997.

On  February  28,  1997, the Company's bank credit agreement  was  amended  and
restated to provide  the  Company with a $200 million revolving credit facility
maturing in 2005 ("the Bank  Facility").  Interest on borrowings under the Bank
Facility accrue at a variable  rate  (8.70%  at  June  30, 1997).  Initial loan
proceeds  were  used to refinance existing indebtedness, finance  the  Maryland
Cluster  acquisition  described  above  and  for  general  corporate  purposes,
including  the  payment  of a $7.6 million dividend to holders of the Company's
Class A Common Stock.  The  principal  stockholder  used  $6.0  million  of the
dividend  to  repay  a  loan  which  had  been  guaranteed  by  the Company and
approximately  $.5  million  to  repay  indebtedness  owed to the Company  with
respect to certain legal fees.  As a result of the $7.6  million  dividend, the
holders  of Class B Convertible Preferred Stock were issued 100,000  shares  of
Class C Preferred  Stock, having a liquidation preference of approximately $1.6
million.  In connection  with  the  closing  of  the Bank Facility, the Company
extinguished its then existing credit facility.  The  Company  will finance the
Arizona 5 Partnership acquisition with borrowings under the Bank Facility.

On  February  28, 1997, the Company issued pursuant to a private offering  $160
million of 11.75%  Senior  Notes  maturing  in  2007  and used the net proceeds
($155.2 million) to finance the acquisitions described  above  ($116.9 million)
and to purchase securities ($38.3 million) which have been pledged and escrowed
to secure payment of the first four semi-annual interest payments on the notes,
which begin on October 15, 1997.  Except for the first four interest  payments,
the  senior  notes are unsecured obligations of the Company, redeemable at  the
option of the  Company,  in  whole  or  in  part, on or after April 15, 2002 at
105.875% of the principal amount outstanding,  declining  ratably to 100% on or
after April 15, 2004, plus accrued interest.  In addition, at any time prior to
April  15,  2000,  the Company may redeem up to 35% of the aggregate  principal
amount with the net  proceeds  of  sales  of  capital  stock  of the Company at
111.750%  of principal amount, plus accrued interest; provided that  after  any
such redemption  at  least  $104  million  aggregate  principal  amount remains
outstanding.

On  June 16, 1997,  the  Company  completed  an  offer  to exchange all of  the
outstanding Senior Notes for substantially identical notes registered under the
Securities Act of 1933.

RESULTS OF OPERATIONS

The  following  table  presents the period-to-period change,  for  the  periods
indicated,  in dollars and  percent  for  the  various  Condensed  Consolidated
Statements of Operations line items:

<TABLE>
<CAPTION>
                                                      Period-to-Period                         Period-to-Period
                                                       Change for the                           Change for the
                                                     Three Months Ended                         Six Months Ended
                                                   June 30, 1997 and 1996                     June 30, 1997 and 1996
                                                     Increase/(Decrease)                        Increase/(Decrease)
                                              ------------------------------             -------------------------------
<S>                                           <C>                  <C>                   <C>                  <C>
    Operating Revenues:
     Cellular service                         $  5,650,074            130.2%             $  7,824,639             92.6%
     Cellular roaming                            4,533,946            232.8%                6,695,057            211.9%
     Cellular equipment sales                       67,067             44.5%                 (38,735)             (9.8%)
     Wireline telephone service                    534,278             16.2%                  849,721             12.9%
     Fiber service                                 361,033             66.7%                  689,033             67.9%
     Other                                           1,684               .5%                 (146,442)           (22.4%)
                                              ------------         ---------             ------------         --------
            Total operating revenues            11,148,182            105.0%                5,873,273             78.4%
    Operating Expenses:
     Cellular service                            2,524,915            241.4%                3,514,216            188.0%
     Cellular equipment                            435,516             77.2%                  752,066             72.5%
     Wireline telephone service                     68,467             16.7%                  142,554             17.0%
     Fiber service                                  28,268             56.8%                   45,733             46.0%
     Marketing and selling                       1,382,943            119.9%                2,145,668            109.1%
     General and administrative                  2,175,630             75.4%                3,815,754             72.8%
     Depreciation and amortization               3,560,649            146.1%                5,423,595            130.1%
                                              ------------         --------              ------------         --------
            Total operating expenses            10,176,388            119.1%               15,839,586            104.0%
                                              ------------         --------              ------------         --------
     Operating income                              971,694             46.9%                   33,687              0.7%
                                              ------------         --------              ------------         --------
     Other  expense                              3,818,715            123.6%                6,053,207            134.9%
                                              ------------         --------              ------------         --------
     Loss before minority interests in
       income of subsidiaries, income taxes
       and extraordinary items                  (2,847,021)          (280.5%)              (6,019,520)        (1,144.7%)
     Minority interests in income of
       subsidiaries                                493,814            762.5%                  576,774            256.9%
                                              ------------         --------              ------------         --------
     Loss before income taxes and
       extraordinary items                      (3,340,834)          (309.4%)              (6,596,294)        (2,189.3%)
     Income tax  benefit                           220,657             55.5%                  344,682            370.6%
                                              ------------         --------              ------------         --------
     Loss before extraordinary items            (3,561,491)          (521.9%)              (6,251,611)        (3,001.4%)
     Extraordinary expense, net of income
       tax benefit                                    -                  -                  1,861,656            343.4%
                                              ------------         --------              ------------         --------
     Net loss                                 $ (3,561,491)          (521.9%)            $ (8,113,267)        (2,430.8%)
                                              ============         ========              ============         ========
</TABLE>

THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 
1996

OPERATING REVENUE.  For the  three  months ended June 30, 1997, total operating
revenue increased $11.1 million, or 105%,  to  $21.8 million from $10.6 million
for the comparable period in 1996.

CELLULAR.   The  Company's  operating  revenue  from  its  cellular  operations
(service, roaming, and equipment) increased $10.3 million in the second quarter
of 1997 compared to 1996.  Cellular service revenue  increased $5.7 million, or
130.2%, to $10.0 million in 1997 from $4.3 million in  1996.   Of the increase,
$4.8  million  was attributable to the acquisition of the Maryland  Cluster  in
1997.  The remaining  $.9  million  was  primarily  attributable  to  increased
penetration  and  usage  in  the Oklahoma/Texas Cluster and the Kansas/Missouri
Cluster. The Company's cellular  subscriber  base increased 170.3% to 82,264 at
June 30, 1997, from 30,437 at June 30, 1996. 42,608 subscribers were added as a
result  of  the  acquisition of the Maryland Cluster.  However,  the  Company's
average monthly cellular  service  revenue  per  subscriber  decreased 14.1% to
$41.35 for the three months ended June 30, 1997 from $48.11 for  the comparable
period  in  1996  due  to  the  addition  of new lower rate subscribers in  the
Maryland  Cluster and competitive market pressures.  Cellular  roaming  revenue
increased $4.5 million, or 232.8%, to $6.5 million in 1997 from $1.9 million in
1996.  Of the increase, $3.5 million was attributable to the acquisition of the
Maryland Cluster in 1997. The remaining $1.1 million was primarily attributable
to increased  roaming minutes in the Oklahoma/Texas Cluster and Kansas/Missouri
Cluster due to expanded coverage area in these markets and the general increase
in cellular minutes  of  use.   Cellular  equipment sales of $.2 million in the
second quarter of 1997 represented a slight  increase from 1996, as the Company
sold more equipment during the second quarter of 1997.

WIRELINE.  Wireline operations revenue increased  $.5  million,  or  16.2%,  to
$3.8 million  for the three months ended June 30, 1997 compared to $3.3 million
for the same period in 1996 due primarily to an increase in toll charges and an
increase in the number of access lines.

FIBER.  The Company's  revenue from its fiber operations increased $.4 million,
or 66.7%, to $.9 million in the second quarter of 1997 from $.5 million in 1996
primarily as a result of an increase in the number of fiber lines, bringing the
total lines leased to an  equivalent of 48 DS3s at June 30, 1997 compared to 33
at June 30, 1996.

OTHER.  For the three months  ended  June 30, 1997, other income of $.3 million
included rental revenue for the use of  Company  owned  facilities, interest on
loans to Company employees and affiliates, management fees  from affiliates and
other telecommunications services such as internet and voice mail.

COST OF SERVICE AND EQUIPMENT SALES.  For the three month period ended June 30,
1997, the total cost of service and equipment sales increased  $3.1 million, or
147.7%, to $5.1 million from $2.1 million for the comparable period in 1996.

CELLULAR.  Cost of cellular service increased $2.5 million, or 241.4%  to  $3.6
million during  the  three  months  ended June 30, 1997 from the same period in
1996.  Of the increase, $2.0 million was attributable to the acquisition of the
Maryland Cluster in 1997. The remaining  $.5 million was primarily attributable
to increased subscribers and minutes of use  in  the Oklahoma/Texas Cluster and
Kansas/Missouri Cluster and expanded use of rerating  agreements  with cellular
providers  adjacent  to our markets.  Cost of cellular equipment increased  $.4
million in 1997 primarily from increases in the volume of equipment sold due to
the growth in subscribers.

WIRELINE.  Cost of wireline  telephone service increased $.1 million, or 16.7%,
to $.5 million in 1997 from $.4  million in 1996.  The increase was a result of
increased costs associated with continued customer growth and usage.

FIBER.  Costs of fiber service remained fairly constant for the period.

MARKETING  AND  SELLING  COSTS.   Marketing   and   selling   costs   increased
$1.4  million,  or  119.9%, to $2.5 million in the second quarter of 1997  from
$1.2 million in 1996.  The  increase  was  primarily due to the higher level of
cellular subscribers added period to period.  Gross  cellular subscribers added
in  the second quarter of 1997 was 8,440 with the Maryland  Cluster  making  up
4,787  of  the  gross cellular subscribers added in the second quarter of 1997.
The number of gross  cellular  subscribers  added in the second quarter of 1996
was 2,619.

GENERAL AND ADMINISTRATIVE COSTS.  For the three  month  period  ended June 30,
1997,  general  and administrative costs increased $2.2 million, or  75.4%,  to
$5.1 million from  $2.9  million  for  1996.  The increase was primarily due to
increased billing costs as a result of the growth  in cellular subscribers, the
acquisition of the Maryland Cluster and increased salary  costs  resulting from
additional personnel in the Company's cellular and fiber operations.

DEPRECIATION AND AMORTIZATION EXPENSE.  For the three month period  ended  June
30,  1997,  depreciation  and  amortization  expense  increased $3.6 million to
$6.0  million  from  $2.4 million in 1996. Approximately $3.3  million  of  the
increase was the result  of the amortization of assets acquired in the Maryland
Cluster, with the remainder  due  primarily  to an increase in equipment in the
Company's cellular, wireline and fiber businesses.

OTHER EXPENSE.  For the three months ended June  30,  1997, total other expense
(consisting  of  interest  income, interest expense and other)  increased  $3.8
million, or 123.6% to $6.9 million  from $3.1 million for the comparable period
in 1996. Interest income of $.8 million,  was  a  result  of interest earned on
securities purchased which were pledged and escrowed to secure  payment  of the
first  four  semi-annual  interest payments on the Senior Notes. For the second
quarter of 1997, interest expense  increased  $6.0 million to $7.7 million from
$1.7 million in the comparable period of 1996.  The  increase  was  primarily a
result  of  increased  borrowings  in  the  first  quarter  1997 to finance the
Maryland  Cluster  acquisition.  For  the  second  quarter 1997, other  expense
decreased $1.4 million for the comparable period in 1996. This is primarily the
result of a $1.6 million loss recognized in the second quarter 1996 relating to
a sale of assets.

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1996

OPERATING  REVENUE.  For the six months ended June 30,  1997,  total  operating
revenue increased  $15.9  million, or 78.4% to $36.1 million from $20.2 million
for the comparable period in 1996.

CELLULAR.   The  Company's  operating  revenue  from  its  cellular  operations
(service, roaming, and equipment)  increased  $14.5  million  for the first six
months  of  1997  compared  to  1996.  Cellular service revenue increased  $7.9
million, or 92.6%, to $16.3 million  in 1997 from $8.4 million in 1996.  Of the
increase, $6.6 million was attributable  to  the  acquisition  of  the Maryland
Cluster  in  1997  and  the  inclusion of the operations of the Kansas/Missouri
Cluster, which was acquired March  19,  1996,  for  all of 1997.  The remaining
$1.3 million was primarily attributable to increased  penetration, usage in the
Oklahoma/Texas  Cluster  and  Kansas/Missouri Cluster. The  Company's  cellular
subscriber base increased 170.3%  to  82,264  at  June 30, 1997, from 30,437 at
June 30, 1996.  42,608 subscribers were added as a result of the acquisition of
the Maryland Cluster. However, the Company's average  monthly  cellular service
revenue per subscriber decreased 14.5 % to $41.93 for the six months ended June
30, 1997 from $49.06 for the comparable period in 1996 due to the  addition  of
new  lower  rate  subscribers  in  the  Maryland Cluster and competitive market
pressures.  Cellular roaming revenue increased $6.7 million, or 211.9%, to $9.9
million in 1997 from $3.2 million in 1996.   Of  the increase, $5.1 million was
attributable  to  the  acquisition  of the Maryland Cluster  in  1997  and  the
inclusion of the operations of the Kansas/Missouri  Cluster  which was acquired
on  March 19, 1996, for all of 1997. The remaining $1.6 million  was  primarily
attributable  to  increased  roaming  minutes in the Oklahoma/Texas Cluster and
Kansas Missouri Cluster due to expanded coverage areas in these markets and the
general increase in cellular minutes of  use.   Cellular equipment sales of $.4
million in 1997 remained fairly consistent for the period.

WIRELINE.   Wireline operations revenue increased  $.8  million,  or  12.9%, to
$7.4  million  for  the six months ended June 30, 1997 compared to $6.6 million
for the same period in 1996 due primarily to an increase in toll charges and an
increase in the number of access lines.

FIBER.  The Company's  revenue from its fiber operations increased $.7 million,
or 67.9%, to $1.7 million  in the first six months of 1997 from $1.0 million in
1996 primarily as a result of  an  increase  in  the  number  of  fiber  lines,
bringing  the  total  lines leased to an equivalent of 48 DS3s at June 30, 1997
compared to 33 at June 30, 1996.

OTHER.  For the six months  ended  June  30,  1997  and  1996,  other income of
$.5 million and $.7 million, respectively, included rental revenue  for the use
of  Company  owned  facilities,  interest  on  loans  to  Company employees and
affiliates,  management  fees  from  affiliates  and  other  telecommunications
services such as internet and voice mail.

COST OF SERVICE AND EQUIPMENT SALES.  For the six month period  ended  June 30,
1997, the total cost of service and equipment sales increased $4.4 million,  or
115.9%, to $8.3 million from $3.8 million for the comparable period in 1996.

CELLULAR.  Cost  of  cellular service increased $3.5 million, or 188.0% to $5.4
million during the six months ended June 30, 1997 from the same period in 1996.
Of  the increase $2.8 million  was  attributable  to  the  acquisition  of  the
Maryland   Cluster  in  1997  and  the  inclusion  of  the  operations  of  the
Kansas/Missouri  Cluster,  which  was acquired March 19, 1996, for all of 1997.
The remaining $.7 million was primarily  attributable  to increased subscribers
and  minutes  of use in the Oklahoma/Texas Cluster and Kansas/Missouri  Cluster
and expanded use of rerating agreements with cellular providers adjacent to our
markets.  Cost  of  cellular  equipment increased $.8 million in 1997 primarily
from  increases  in  the  volume  of  equipment  sold  due  to  the  growth  in
subscribers.

WIRELINE.  Cost of wireline telephone service increased $.1 million,  or 17.0%,
to $1.0 million in 1997 from $.9 million in 1996.  The increase was a result of
increased costs associated with continued customer growth and usage.

FIBER.  Costs of fiber service remained fairly constant for the period.

MARKETING  AND  SELLING  COSTS.   Marketing   and   selling   costs   increased
$2.1  million, or 109.1%, to $4.1 million in the first six months of 1997  from
$2.0 million  in  1996.  The  increase was primarily due to the higher level of
cellular subscribers added period  to  period. Gross cellular subscribers added
in the first six months of 1997 was 13,242  with the Maryland Cluster making up
6,196 of the gross cellular subscribers added since its acquisition. The number
of gross cellular subscribers added in the first six months of 1996 was 4,805.

GENERAL AND ADMINISTRATIVE COSTS.  For the six  month  period  ended  June  30,
1997,  general  and  administrative  costs increased $3.8 million, or 72.8%, to
$9.1 million from $5.2 million for 1996.  The  increase  was  primarily  due to
increased billing costs as a result of the growth in cellular subscribers,  the
acquisition  of  the  Maryland  Cluster,  the  inclusion of the Kansas/Missouri
Cluster for all of 1997, and increased salary costs  resulting  from additional
personnel in the Company's cellular and fiber operations.

DEPRECIATION AND AMORTIZATION EXPENSE.  For the six month period ended June 30,
1997,   depreciation  and  amortization  expense  increased  $5.4  million   to
$9.6 million  from  $4.2  million  in  1996.  Approximately $5.0 million of the
increase was the result of the amortization of  assets acquired in the Maryland
and Kansas/Missouri Clusters, with the remainder  due  primarily to an increase
in equipment in the Company's cellular, wireline and fiber businesses.

OTHER  EXPENSE.  For the six months ended June 30, 1997,  total  other  expense
(consisting  of  interest  income,  interest expense, and other) increased $6.1
million or 134.9% to $10.5 million from  $4.4 million for the comparable period
in 1996.  Interest income of $1.1 million  for the first six months of 1997 was
a  result of interest earned on securities purchased  which  were  pledged  and
escrowed  to  secure payment of the first four semi-annual interest payments on
the Senior Notes.  For the first six months of 1997, interest expense increased
$8.9 million to $11.7  million  from  $2.8  million in the comparable period of
1996. The increase was primarily a result of  increased borrowings in the first
quarter 1997 to finance the Maryland Cluster acquisition.  For  the  first  six
months  of 1997, other expense decreased $1.7 million for the comparable period
in 1996.  This is primarily the result of a $1.6 million loss recognized in the
second quarter 1996 relating to a sale of assets.

EXTRAORDINARY  EXPENSE.   In the first six months of 1997 and 1996, the Company
incurred  a  pretax  loss  of  approximately  $2.5  million  and  $.8  million,
respectively, as a result of writing off previously capitalized financing costs
associated with a revolving credit  facility  that  was  refinanced in February
1997 and March 1996.

LIQUIDITY AND CAPITAL RESOURCES

The  cellular  telephone  business  requires  substantial capital  to  acquire,
construct,  and  expand  cellular  telephone  systems  and  to  fund  operating
requirements. The Company historically has financed  its acquisitions and other
capital needs through vendor financing, bank debt and proceeds from the sale of
debt  and  equity.  The Company's wireline  businesses have  historically  been
financed through  government  loans.  During  the  first  quarter  of 1997, the
Company  established a $200 million revolving bank credit facility maturing  in
2005 and issued  $160  million  of  11.75%  Senior Notes due 2007 pursuant to a
private offering.  See " - Recent Events."

At June 30, 1997, the Company had working capital  of $25.1 million (a ratio of
current assets to current liabilities of 2.5:1) and  a  cash  balance  of  $2.3
million, which compares to working capital of $11.0 million (a ratio of current
assets  to  current liabilities of 2.2:1) and a cash balance of $1.6 million of
at December 31,  1996.  The Company's net cash provided by operating activities
for the six month periods ended June 30, 1997 and 1996 was $6.8 million and $8.6
million, respectively.  The  net  cash provided by operating activities in 1997
primarily relates to the net changes  in  current  assets  and  liabilities and
depreciation and amortization, offset by the Company's net loss for the period.
The increase in net cash used in investing activities and net cash  provided by
financing activities from 1997 to 1996 is primarily the result of the Company's
acquisition  of  cellular  systems  in the  Maryland Cluster which was financed
through the issuance of additional long-term debt.

In April 1997, the Company entered into  an  interest  rate  hedge agreement to
hedge  the  Company's interest  expense  on  its  indebtedness  under the  Bank 
Facility.   The  agreement  provides  for  a  rate  cap  of  8%  plus a factor,
based  on  the  Company's  leverage  ratio  (cap  at June 30, 1997 was 10.75%),
terminating on the earlier of April 24, 2000 or the  date  an  option  to enter
into  an  interest rate swap transaction is exercised by the financial partner.
Under the  swap  agreement,  the interest rate would be fixed at 6.13% plus the 
factor  referred  to  above  or a floating LIBOR rate, terminating on April 24, 
2002.  The Company accounts for this as a hedge.

The  Company's  capital expenditures (excluding cost of acquisitions) were $2.4
and $5.0 million, respectively, for the three month and six month periods ended
June 30, 1997 and  the Company expects its capital expenditures (excluding cost
of acquisitions) to be approximately $19 million for 1997. Capital expenditures
for its cellular operations  include  buildout  of new cell sites and new store
locations. Fiber operations capital expenditures  will  be  for  electronics to
increase  capacity  and the Company expects to invest only maintenance  capital
for its wireline operations.  The  Company also expects to invest approximately
$4.9 million in high capacity switches  and  other  communications equipment in
1997  for  use  in  its  business to resell local, long-distance  and  wireless
services in Oklahoma City and Tulsa, and in its wireline operations.

In April 1997, the Company was granted PCS licenses in nine markets adjacent to
and overlapping the Company's  existing  cellular  footprint. The aggregate bid
for these licenses was $5.1 million after a discount  of  15%.  The Company has
paid  20% of the net winning bid amount and has financed the balance  with  the
government  at the U.S. Treasury rate for ten-year obligations with a quarterly
amortization  over  eight  years  beginning in 1999. The Company is required to
build out systems covering 25% of the  licensed population by 2002. The Company
currently anticipates that the cost to build out the minimum PCS system will be
$10 million to $30 million. The actual amount  of  the expenditures will depend
on  the  PCS technology selected by the Company, the extent  of  the  Company's
buildout,  the  costs  at  the time of buildout and the extent the Company must
relocate incumbent microwave licensees.

The amount and timing of capital expenditures may vary depending on the rate at
which  the Company expands and  develops  its  cellular  systems,  whether  the
Company  consummates  additional  acquisitions,  the  rate at which the Company
builds out a PCS system and whether the Company expands  its fiberoptic network
or local exchange operations.

Although there can be no assurance, management believes the  proceeds available
from  the  Bank  Facility,  together  with  cash  on  hand, and cash flow  from
operations will be sufficient to fund the pending acquisition  of the Arizona 5
Partnership,  the  Company's capital expenditures and its working  capital  and
debt service requirements.  At  June  30,  1997,  the Company had approximately
$79.0  million of funds available under the Bank Facility.   The  Company  will
require  additional  financing  to complete the Texas 16 acquisition, to pursue
future  acquisitions,  and  to meet  the  required  PCS  buildout.  Sources  of
additional capital may include cash flows from operations and public or private
debt or equity financings. There  can  be  no  assurance  that  any  additional
financing  will  be  available to the Company or, if available, that it can  be
obtained  on  terms acceptable  to  the  Company  and  within  the  limitations
contained   in   the   Company's   financing   arrangements.   The   successful
implementation of  the Company's strategy, including the further development of
its cellular systems and significant and sustained growth in the Company's cash
flows, is necessary for the Company to meet its debt service requirements.

The Company is a holding  company  with no direct operations and no significant
assets other than the stock of its subsidiaries.   The  Company is dependent on
the  cash  flows  of  its subsidiaries to meet its obligations,  including  the
payment of interest and  principal  on the Senior Notes (except with respect to
the  first  four  semi-annual  interest payments  for  which  the  Company  has
restricted  investments  available).    The   Bank  Facility  contains  certain
restrictions on the ability of the Company's primary  subsidiary  to distribute
funds  to the Company.  The indenture under which the Senior Notes were  issued
and the  Bank  Facility impose certain limits on the ability of the Company to,
among other things, incur additional indebtedness.

FORWARD-LOOKING STATEMENTS

The description  of  the  Company's  capital expenditure plans set forth above,
including planned acquisitions, are forward-looking statements made pursuant to
the safe harbor provisions of the Private  Securities  Litigation Reform Act of
1995.  These plans involve a number of risks and uncertainties.   The important
factors that could cause actual capital expenditures, acquisitions activity, or
the Company's performance to differ materially from the plans include,  without
limitation,  the  Company's  ability  to satisfy the financial covenants of its
existing  debt  instruments  and to raise  additional  capital;  the  Company's
ability to manage its rapid growth  successfully  and to compete effectively in
its  cellular,  fiber  and resale businesses against competitors  with  greater
financial,  technical, marketing  and  other  resources;  changes  in  end-user
requirements  and  preferences;  the  development  of  other  technologies  and
products  that  may  gain more commercial acceptance than those of the Company;
and adverse regulatory  changes.   For  further information regarding these and
other  risk  factors,  see  "Risk  factors" and  "Business"  in  the  Company's
Prospectus dated May 14, 1997 filed with the Securities and Exchange Commission
under Rule 424(b) of the Securities Act of 1933.

<PAGE>
                                 SIGNATURES

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


Date:  August 19, 1997                Dobson Communications Corporation 
                                      (registrant)

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

Date:  August 19, 1997                BRUCE R. KNOOIHUIZEN
                                      Bruce R. Knooihuizen
                                      Vice President and Chief Financial
                                      Officer (principal financial officer)