OFFICE OF THE SECRETARY OF STATE
                         STATE OF OKLAHOMA

            [GREAT SEAL OF THE STATE OF OKLAHOMA -- 1907]

                         AMENDED & RESTATED
                    CERTIFICATE OF INCORPORATION

WHEREAS, the Amended and Restated Certificate of Incorporation of

                 DOBSON COMMUNICATIONS CORPORATION

has been filed in the office of the Secretary of State as provided by the
laws of the State of Oklahoma.

NOW THEREFORE, I, the undersigned, Secretary of State of the State of 
Oklahoma, by virtue of the powers vested in me by law, do hereby issue
this certificate evidencing such filing.

IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the
Great Seal of the State of Oklahoma.

[Great Seal of the State         Filed in the City of Oklahoma City this 
of Oklahoma -- 1907]             25th day of February, 1997.

                                 TOM COLE
                                 Secretary of State

                                 By:  BETH GARNER
<PAGE>

                        AMENDED AND RESTATED
                   CERTIFICATE OF INCORPORATION
                                OF
                 DOBSON COMMUNICATIONS CORPORATION


     The undersigned, Everett R. Dobson and Stephen T. Dobson, certify that
they   are   the   President   and   Secretary,   respectively,  of  DOBSON
COMMUNICATIONS CORPORATION, a corporation organized  and existing under the
laws of the State of Oklahoma (the "Corporation"), and  do  hereby  further
certify as follows:

     1.   The  Corporation  has  not  received  any  payment for any of its
stock.

     2.   This Amended and Restated Certificate of Incorporation  was  duly
adopted  in  accordance with the provisions of Section 1076 (B) and 1080 of
the General Corporation Act of Oklahoma (the "Act") by Consent to Action of
the Board of Directors Without a Meeting.

     3.   The  text  of the Certificate of Incorporation of the Corporation
is amended and restated to read in its entirety as follows:

     FIRST:   The  name   of   the  Corporation  is  Dobson  Communications
Corporation.

     SECOND:  The address of the  Corporation's  registered  office  in the
State  of  Oklahoma  is  13439  North  Broadway  Extension,  Oklahoma City,
Oklahoma,  73114.  The name of the Corporation's registered agent  at  such
address is Everett R. Dobson.

     THIRD:   The purpose of the Corporation is to engage in any lawful act
or activity for  which  corporations  may  be  organized  under the general
corporation law of the State of Oklahoma.  The Corporation is authorized to
exercise  and  enjoy all powers, rights, and privileges which  corporations
organized under the Act may have  as in force from time to time, including,
without  limitation,   all  powers,  rights  and  privileges  necessary  or
convenient to carry out the purposes of the Corporation.

     FOURTH:  CAPITAL STOCK.

     A.   The total number of shares of capital stock which the Corporation
has authority to issue is  one  million  three  hundred thirty one thousand
(1,331,000), to be divided into two classes consisting  of  (i) one million
thirty  one  thousand  (1,031,000)  shares  of  Common Stock, of which  one
million (1,000,000) shares will be Class A Common  Stock,  $1.00  par value
per share ("Class A Common Stock") and thirty-one thousand (31,000)  shares
will  be Class B Non-Voting Common Stock, $1.00 par value per share ("Class
B Common  Stock"),  and  (ii)  three  hundred  thousand (300,000) shares of
Preferred Stock with a $1.00 par value per share.

     B.   Except as otherwise required by the Oklahoma  General Corporation
Act,  the  holders  of  Class  B  Common Stock shall have no voting  powers
whatsoever,  and  no holder of Class  B  Common  Stock  shall  vote  on  or
otherwise participate in any proceedings in which actions shall be taken by
the Corporation or  the shareholders thereof or be entitled to notification
as to any meeting of the Board of Directors of the shareholders.

     C.   The Board of  Directors  of  the  Corporation  (the  "Board")  is
expressly authorized at any time, and from time to time, to provide for the
issuance  of  shares  of  Preferred Stock in one or more classes or series,
with such voting powers, full  or  limited,  or  without voting powers, and
with such designations, preferences and relative,  participating,  optional
or other special rights, and qualifications, expressed in the resolution or
resolutions  providing  for the issue thereof adopted by the Board, and  as
are not stated and expressed  in  this Certificate of Incorporation, or any
amendment thereto, including (but without  limiting  the  generality of the
foregoing) the following:

     (1) The designation of and number of shares constituting such class or
     series;

     (2)   The  dividend  rate of such class or series, the conditions  and
     dates upon which such  dividends  shall  be payable, the preference or
     relation which such dividends shall bear to  the  dividends payable on
     any other series of the same class or of any other  class or series of
     any  class  of  capital  stock  and  whether such dividends  shall  be
     cumulative or noncumulative;

     (3)  Whether the shares of such class  or  series  shall be subject to
     redemption  by  the  Corporation,  and,  if  made  subject   to   such
     redemption,  the times, prices, and other terms and conditions of such
     redemption;

     (4)  The terms  and  amount  of  any  sinking  fund  provided  for the
     purchase or redemption of the shares of such class or series;

     (5)   Whether  or  not  the  shares  of  such class or series shall be
     convertible into or exchangeable for shares  of  any other class or of
     any  other  series  of any class or classes of capital  stock  of  the
     Corporation, and if provision  be made for conversion or exchange, the
     times, prices, rates, adjustments,  and  other terms and conditions of
     such conversion or exchange;

     (6)   Whether or not the shares of such class  or  series  shall  have
     voting  rights, in addition to the voting rights provided by law, and,
     if so, the terms and conditions of such voting rights;

     (7)  The  restrictions,  if  any,  on  the  issue  or  reissue  of any
     additional Preferred Stock;

     (8)   The  rights of the holders of the shares of such class or series
     upon the dissolution  of,  or  upon the distribution of assets of, the
     Corporation; and

     (9)   Such  other  powers, preferences  and  relative,  participating,
     optional   and  other  special   rights,   and   the   qualifications,
     limitations, and restrictions thereof, as the board shall determine.

     FIFTH:  A director  of  the Corporation shall not be personally liable
to the Corporation or its shareholders  for damages for breach of fiduciary
duty as a director, except for personal liability for (i) acts or omissions
by such director not in good faith or which  involve intentional misconduct
or  a  knowing  violation  of law; (ii) the payment  of  dividends  or  the
redemption or purchase  of  stock  in  violation of Section 1041 or Section
1052 of the Act; (iii) any breach of such director's duty of loyalty to the
Corporation or its shareholders; or (iv)  any  transaction  from which such
director derived an improper personal benefit.

     SIXTH:   In furtherance and not in limitation of the powers  conferred
by statute, the Board of Directors is expressly authorized:

          (a)   To  adopt,  amend  or repeal the Bylaws of the corporation;
     but the powers of such directors  in this regard shall at all times be
     subject to the rights of the shareholders  to  alter  or  repeal  such
     Bylaws at any meeting of shareholders;

          (b)   To authorize and cause to be executed or granted mortgages,
     security interests  and  liens  upon the real and personal property of
     the corporation;

          (c)  To set apart out of any  of  the  funds  of  the corporation
     available  for dividends a reserve or reserves for any proper  purpose
     and to abolish any such reserve in the manner in which it was created;

          (d)  By  a majority of the whole Board of Directors, to designate
     one or more committees,  each  committee to consist of one (1) or more
     of the directors of the corporation.   The board may designate one (1)
     or  more  directors as alternate members of  any  committee,  who  may
     replace any  absent  or  disqualified  member  at  any  meeting of the
     committee.   Any  such  committee,  to  the  extent  provided  in  the
     resolution  or  in  the  Bylaws of the corporation, shall have and may
     exercise the powers of the Board of Directors in the management of the
     business and affairs of the corporation, and may authorize the seal of
     the corporation to be affixed  to  all  papers  which  may require it;
     provided,  however,  the  Bylaws  may  provide that in the absence  or
     disqualification of any member of such committee  or  committees,  the
     member  or members thereof present at any meeting and not disqualified
     from voting,  whether  or  not  he  or  they  constitute a quorum, may
     unanimously appoint another member of the Board of Directors to act at
     the  meeting in the place of any such absent or  disqualified  member;
     and

          (e)   When  and  as  authorized  by  the  affirmative vote of the
     holders  of  a  majority  of  the stock issued and outstanding  having
     voting power given at a shareholders'  meeting  duly  called upon such
     notice  as  is  required  by  law,  or when authorized by the  written
     consent of the holders of a majority  of  the  voting stock issued and
     outstanding,  to sell, lease or exchange all or substantially  all  of
     the property and assets of the corporation, including its goodwill and
     its corporate franchises,  upon such terms and conditions and for such
     consideration,  which  may consist  in  whole  or  in  part  of  other
     securities of, any other  corporation or corporations, as its Board of
     Directors shall deem expedient  and  for  the  best  interests  of the
     corporation.

     SEVENTH:   Whenever  a  compromise  or arrangement is proposed between
this Corporation and its creditors or any class of them and/or between this
Corporation  and  its  shareholders or any class  of  them,  any  court  of
equitable jurisdiction within  the State of Oklahoma, on the application in
a  summary  way of this corporation  or  of  any  creditor  or  shareholder
thereof, or on  the  application of any receiver or receivers appointed for
this corporation under  the  provisions  of Section 1106 of Title 18 of the
Oklahoma Statutes or on the application of  trustees  in  dissolution or of
any  receiver  or  receivers  appointed  for  this  corporation  under  the
provisions  of  Section  1100 of Title 18 of the Oklahoma Statutes order  a
meeting of the creditors or  class of creditors, and/or of the shareholders
or class of shareholders of this  corporation,  as  the  case may be, to be
summoned  in  such  manner as the court directs.  If a majority  in  number
representing three-fourths  (3/4ths)  in value of the creditors or class of
creditors, and/or of the shareholders or  class  of  shareholders  of  this
corporation, as the case may be, agree to any compromise or arrangement and
to any reorganization of this corporation as consequence of such compromise
or arrangement, the compromise or arrangement and the reorganization shall,
if  sanctioned  by  the  court  to  which the application has been made, be
binding  on all the creditors or class  of  creditors  and/or  on  all  the
shareholders  or class of shareholders of this corporation, as the case may
be, and also this corporation.

     EIGHTH:  Meetings of shareholders may be held within or without of the
State of Oklahoma, as the Bylaws may provide.  The books of the corporation
may be kept (subject  to  applicable  law)  inside  or outside the State of
Oklahoma at such place or places as may be designated  from time to time by
the Board of Directors or in the Bylaws of the corporation.   Elections  of
directors  need  not  be  by  written  ballot  unless  the  Bylaws  of  the
corporation shall so provide.

     NINTH:   To  the  extent  permitted by law, no contract or transaction
between the corporation and one  or  more  of its directors or officers, or
between the corporation and any other corporation, partnership, association
or other organization in which one or more of its directors or officers are
directors  or  officers  or have a financial interest,  shall  be  void  or
voidable  solely  for this reason,  or  solely  because  the  directors  or
officers are present  at  or  participate  in  the  meeting of the board or
committee thereof which authorized the contract or transaction,  or  solely
because  the  directors  or  officers  or  their votes are counted for such
purpose.

     TENTH:  INDEMNIFICATION.

     A.  The Corporation shall indemnify any  person  who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action,  suit  or  proceeding,  whether civil, criminal, administrative  or
investigative (other than an action  by or in the right of the Corporation)
by reason of the fact that he is or was  a  director,  officer, employee or
agent  of  the  Corporation,  or  is or was serving at the request  of  the
Corporation  as  a  director,  officer,   employee   or  agent  of  another
corporation,  partnership,  joint  venture,  or  other enterprise,  against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him  in connection with such
action, suit or proceeding, if he acted in good faith  and  in  a manner he
reasonably believed to be in the best interest of the Corporation and, with
respect  to  any criminal action or proceeding, had no reasonable cause  to
believe that his conduct was unlawful.  The termination of any action, suit
or proceeding  by judgment, order, settlement, conviction or upon a plea of
nolo contendere  or  its  equivalent  shall not itself create a presumption
that  the  person  did not act in good faith  and  in  a  manner  which  he
reasonably believed  to be in, or not opposed to, the best interests of the
Corporation and with respect  to  any  criminal  action  or  proceeding had
reasonable cause to believe that his conduct was unlawful.

     B.  The Corporation shall indemnify any person who was or  is  a party
or is threatened to be made a party to any threatened, pending or completed
action  or suit by or in the right of the Corporation to procure a judgment
in its favor  by  reason of the fact that he is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of
the Corporation as  a  director,  officer,  employee  or  agent  of another
corporation, partnership, joint venture, trust or other enterprise  against
expenses  (including  attorney's fees) actually and reasonably incurred  by
him in connection with the defense or settlement of such action or suit, if
he acted in good faith  and  in a manner he reasonably believed to be in or
not  opposed  to the best interest  of  the  Corporation;  except  that  no
indemnification  shall  be made in respect of any claim, issue or matter as
to  which  such person shall  have  been  adjudged  to  be  liable  to  the
Corporation  unless  and  only  to  the extent that the court in which such
action or suit was brought shall determine,  upon application, that despite
the adjudication of liability, but in the view  of all the circumstances of
the case, such person is fairly and reasonably entitled  to  indemnity  for
such expenses which the court shall deem proper.

     C.   Expenses,  including  fees  and  expenses of counsel, incurred in
defending a civil, criminal, administrative  or  investigative action, suit
or  proceeding  may  be  paid by the Corporation in advance  of  the  final
disposition  of  such  action,  suit  or  proceeding  upon  receipt  of  an
undertaking by or on behalf  of the director, officer, employee or agent to
repay such amount if it shall  ultimately  be  determined  that  he  is not
entitled to be indemnified by the Corporation as authorized herein.

     D.  The Corporation may purchase (upon resolution duly adopted by  the
Board  of  Directors) and maintain insurance on behalf of any person who is
or was a director,  officer, employee or agent of the corporation, or is or
was serving at the request  of  the  Corporation  as  a  director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or  other enterprise against any liability asserted against  any  liability
asserted  against  him and incurred by him in any such capacity, or arising
out of his status as  such,  whether  or not the Corporation would have the
power to indemnify him against such liability.

     E.  To the extent that a director,  officer,  employee or agent of, or
any other person entitled to indemnity hereunder by,  the  Corporation  has
been  successful on the merits or otherwise in defense of any action, suit,
or proceeding  referred  to  herein  or  in  defense of any claim, issue or
matter  therein,  he  shall  be  indemnified  against  expenses  (including
attorney's  fees) actually and reasonably incurred  by  him  in  connection
therewith.

     F.   Every  such person shall be entitled, without demand by him  upon
the Corporation or  any  action by the Corporation, to enforce his right to
such indemnity in an action  at  law against the Corporation.  The right of
indemnification and advancement of  expenses hereinabove provided shall not
be deemed exclusive of any rights to  which  any  such  person  may  now or
hereafter  be  otherwise  entitled  and  specifically, without limiting the
generality of the foregoing, shall not be  deemed  exclusive  of any rights
pursuant  to  statute or otherwise, of any such person in any such  action,
suit or proceeding  to  have  assessed  or allowed in his favor against the
Corporation or otherwise, his costs and expenses  incurred  therein  or  in
connection therewith or any part thereof.

     ELEVENTH:   In  furtherance  and  not  in  limitation  of  the  powers
conferred  by the laws of the State of Oklahoma, the Board of Directors  is
expressly authorized  to  adopt, amend, repeal or rescind the Bylaws of the
Corporation.  In addition,  the  Bylaws  of the Corporation may be adopted,
repealed, altered, amended, or rescinded by  the  affirmative  vote  of the
holders of a majority of each class of the outstanding capital stock of the
Corporation entitled to vote thereon.

     TWELFTH:   The  corporation reserves the right to amend, alter, change
or repeal any provision  contained in this Amended and Restated Certificate
of Incorporation, in the manner now or hereafter prescribed by law, and all
rights conferred upon the  shareholders  herein are granted subject to this
reservation.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to  be
signed  by Everett  Dobson,  its  President,  and attested to by Stephen T. 
Dobson, its Secretary this 24th day of February, 1997.


                              By:  EVERETT R. DOBSON
                                   Everett R. Dobson President
Attest:

STEPHEN T. DOBSON
Stephen T. Dobson
Secretary

<PAGE>

                    OFFICE OF THE SECRETARY OF STATE
                            STATE OF OKLAHOMA

              [GREAT SEAL OF THE STATE OF OKLAHOMA -- 1907]

                       CERTIFICATE OF DESIGNATION

WHEREAS, the Certificate of Designation for

                    DOBSON COMMUNICATIONS CORPORATION

has been filed in the office of the Secretary of State as provided by the
laws of the State of Oklahoma.

NOW THEREFORE, I, the undersigned, Secretary of State of the State of 
Oklahoma, by virtue of the powers vested in me by law, do hereby issue this
certificate evidencing such filing.

IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the
Great Seal of the State of Oklahoma.

[Great Seal of the State           Filed in the City of Oklahoma City this
of Oklahoma -- 1907]               25th day of February, 1997.

                                   TOM COLE
                                   Secretary of State

                                   By:  BRENDA L. GOFF
<PAGE>

                 DOBSON COMMUNICATIONS CORPORATION
              (FORMERLY, DOBSON HOLDINGS CORPORATION)

           CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                RELATIVE AND OTHER SPECIAL RIGHTS,
               AND QUALIFICATIONS, LIMITATIONS, AND
              RESTRICTIONS OF CLASS A PREFERRED STOCK


                   ____________________________

           Pursuant to Title 18, Section 1032(G) of the
         General Corporation Act of the State of Oklahoma

                   ____________________________


     DOBSON COMMUNICATIONS CORPORATION (the  "Corporation"),  a corporation
organized  and existing under the General Corporation Act of the  State  of
Oklahoma, does  hereby certify that pursuant to the authority vested in the
Board of Directors  of the Corporation by its Certificate of Incorporation,
and pursuant to the provisions  of Title 18, Section 1032(G) of the General
Corporation  Act of the State of Oklahoma,  said  Board  of  Directors,  by
unanimous written  consent,  adopted the following resolution which remains
in full force and effect as of the date hereof:

     RESOLVED, that pursuant to  the  authority  vested  in  the  Board  of
Directors  of the Corporation (the "Board of Directors") by its Certificate
of  Incorporation   (hereinafter   referred   to  as  the  "Certificate  of
Incorporation"), the Board of Directors does hereby  authorize  and provide
for  the  issuance  of Class A Preferred Stock, $1.00 par value per  share,
consisting  of  100,000   shares,   having   the   following  designations,
preferences   and   relative  and  other  special  rights,  qualifications,
limitations and restrictions:

     1.   DESIGNATION.   The  designation of such class is "Class A 5% Non-
Cumulative, Non-Voting, Non-Convertible  Preferred  Stock"  (hereinafter in
this Certificate of Designation called the "Class A Preferred  Stock"), and
the number of shares constituting such class shall be 100,000, which number
may not be decreased or increased by the Board of Directors without  a vote
of  stockholders.   All  capitalized  terms  used  in  this  Certificate of
Designation and not otherwise defined shall have the meaning given  to such
terms in Section 10 hereof.

     2.   DIVIDENDS.     (a)  The  holders  of  shares of Class A Preferred
Stock  shall  be  entitled to receive, out of funds  at  the  time  legally
available for the payment  of  dividends  in  the State of Oklahoma, a non-
cumulative dividend at the rate of 5% of the Liquidation  Value  per  annum
per share, if and when declared and paid by the Board of directors.

     3.   LIQUIDATION PREFERENCE.  (a)  In  the  event  of any liquidation,  
dissolution  or  winding  up  of  the  affairs  of  the Corporation, either 
voluntarily or involuntarily, each holder  of Class A Preferred Stock shall 
be entitled, after provision for the payment of the Corporation's debts and 
other  liabilities, to  be  paid  in  cash,  before   any  distribution  is  
made  on any Junior Securities,  the  aggregate  Liquidation  Value  of all 
shares of Class  A Preferred Stock held by such holder.  If, upon any  such
liquidation,  dissolution  or  other  winding  up  of  the affairs  of  the
Corporation,  the  net  assets  of  the corporation distributable among the 
holders  of  all outstanding shares of the Class A Preferred Stock shall be 
insufficient  to  permit  the  payment  in  full  to  such  holders  of the 
preferential  amounts to  which  they are entitled under the Certificate of 
Incorporation, then  the  entire  net  assets of the Corporation  remaining 
after  the  provision  for the payment of the Corporation's debts and other 
liabilities shall be distributed among the holders of the Class A Preferred  
Stock  ratably in proportion to the full amounts to which they would other-
wise be respectively entitled.

     (b)  Holders of Class A Preferred Stock shall  not  be entitled to any
additional  distribution  in  the event of any liquidation, dissolution  or
winding up of the affairs of the  Corporation in excess of the preferential
amount referred to in Section 3(a) above.

     (c)  The assets available for  distribution  pursuant to the Section 3
shall be determined by applicable law.

     4.   VOTING.        Except as otherwise required  by  law, the holders
of the Class A Preferred Stock shall have no voting powers whatsoever,  and
no holder of Class A Preferred Stock shall vote on or otherwise participate
in  any  proceedings  in which actions shall be taken by the Corporation or
the shareholders thereof  or  be entitled to notification as to any meeting
of the Board of Directors of the shareholders.

     5.   CONVERSION RIGHTS.       Except as otherwise required by law, the
holders of Class A Preferred Stock  shall  have  no rights of conversion of
the  Class A Preferred Stock into any other class of  preferred  or  common
stock.

     6.   REDEMPTION.    (a)  At  any time, the Class A Preferred Stock may
be redeemed, in whole or in part, at  the option of the Corporation by vote
of  its Board of Directors, at any time  or  from  time  to  time,  at  the
Liquidation  Value  thereof.   In  case  of the redemption of a part of the
outstanding Class A Preferred Stock, such  redemption  shall  be  allocated
among  the  holders  of  the  Class A Preferred Stock in proportion to each
holders ownership.

     (b)  At least 30 days prior  to  the  date  fixed  for  redemption,  a
written  notice  shall  be  provided  to  each  holder of record of Class A
Preferred Stock to be redeemed.  Such notice shall  provide  the date fixed
for  redemption, and call upon such holder to surrender to the  Corporation
on such  date fixed the certificate or certificates representing the number
of shares to be redeemed.  On the date fixed for redemption, each holder of
Class A Preferred  Stock  to  be  redeemed  shall present and surrender the
certificate or certificates representing such  shares  to  the Corporation.
In case less than all of the shares represented by any such certificate are
redeemed,  a  new  certificate shall be issued representing the  unredeemed
shares.

     7.   STATUS OF REACQUIRED SHARES.  Shares  of  Class A Preferred Stock
which have been issued and reacquired in any manner shall  have  the status
of authorized and unissued shares of Class A Preferred Stock.

     8.  RANK. The   Class   A  Preferred  Stock  shall  rank  senior  upon
liquidation, dissolution or winding  up  to all Junior Securities, whenever
issued.

     9.  CERTIFICATES.   So long as any shares  of  the  Class  A Preferred
Stock are outstanding, there shall be set forth on the face or back of each
stock   certificate   issued  by  the  Corporation  a  statement  that  the
Corporation  shall furnish  without  charge  to  each  shareholder  who  so
requests,  a  full  statement  of  the  designation  and  relative  rights,
preferences and  limitations  of each class of stock or series thereof that
the Corporation is authorized to issue and of the authority of the Board of
Directors  to  designate  and fix  the  relative  rights,  preferences  and
limitations of each series.

     10.  DEFINITIONS.

          "Applicable Rate" means 5% per annum.

          "Certificate   of  Designation"   means   this   Certificate   of
Designations,  Preferences  and  Relative  and  Other  Special  Rights  and
Qualifications,  Limitations  and  Restrictions  of  the  Class A Preferred
Stock.

          "Certificate   of   Incorporation"   means  the  Certificate   of
Incorporation of the Company.

          "Class  A Common Stock" means the Corporation's  Class  A  Common
Stock, $1.00 par value per share.

          "Class A Preferred Stock" means the Corporation's Class A 5% Non-
Cumulative Preferred Stock, $1.00 par value per share.

          "Class B  Common  Stock"  means  the Corporation's Class B Common
Stock, $1.00 par value per share.

          "Class  B  Preferred  Stock"  means  the  Corporation's  Class  B
Preferred Stock, $1.00 par value per share.

          "Class  C  Preferred Stock" means the Corporation's  Class  C  8%
Cumulative, Non-Voting,  Non-Convertible  Preferred  Stock, $1.00 par value
per share, as in effect the date hereof.

          "Common Stock" means the Class A Common Stock  and Class B Common
Stock.

          "Junior Securities" means any of the Corporation's  Common  Stock
and  all  other  equity  securities  of  the Corporation other than Class B
Preferred Stock and Class C Preferred Stock.

          "Liquidation Value" of any share of Class A Preferred Stock shall
be seventy dollars per share. ($70.00).

          "Person"   means   an   individual,   partnership,   corporation,
association,  trust,  joint venture, unincorporated  organization  and  any
government, governmental  department  or  agency  or  political subdivision
thereof.

          "Subsidiary" means, with respect to any Person,  any corporation,
partnership,  association  or  other  business  entity  of which (i)  if  a
corporation,  a  majority  of  the  total voting power of shares  of  stock
entitled (without regard to the occurrence  of  any contingency) to vote in
the  election of directors, managers or trustees thereof  is  at  the  time
owned  or controlled, directly or indirectly, by that Person or one or more
of the other  Subsidiaries of that Person or a combination thereof, or (ii)
if a partnership,  association  or other business entity, a majority of the
partnership or other similar ownership  interest  thereof  is  at  the time
owned  or controlled, directly or indirectly, by any Person or one or  more
Subsidiaries of that person or a combination thereof.  For purposes hereof,
a Person  or  Persons shall be deemed to have a majority ownership interest
in a partnership,  association,  or other business entity if such Person or
Persons shall be allocated a majority  of partnership, association or other
business entity gains or losses or shall be or control the managing general
partner of such partnership, association or other business entity.

          11.  SEVERABILITY OF PROVISIONS.   If  any  right,  preference or
limitation of the Class A Preferred Stock set forth in this Resolution  (as
such  Resolution  may be amended from time to time) is invalid, unlawful or
incapable of being  enforced  by  reason of any rule, law or public policy,
all other rights, preferences and limitations  set forth in this Resolution
(as so amended) which can be given effect without  the invalid, unlawful or
unenforceable right, preference or limitation shall,  nevertheless,  remain
in full force and effect, and no right, preference or limitation herein set
forth  shall  be  deemed  dependent  upon  any  other  right, preference or
limitation unless so expressed herein.

     IN WITNESS WHEREOF, the Corporation has caused this  Certificate to be
signed  by  Everett  Dobson, its President, and attested to by  Stephen  T.
Dobson, its Secretary this 24th day of February, 1997.


                              By: EVERETT R. DOBSON
                                  Everett R. Dobson
                                  President
ATTEST:

STEPHEN T. DOBSON
Stephen T. Dobson
Secretary

<PAGE>

                     OFFICE OF THE SECRETARY OF STATE
                            STATE OF OKLAHOMA

               [GREAT SEAL OF THE STATE OF OKLAHOMA -- 1907]

                        CERTIFICATE OF DESIGNATION

WHEREAS, the Certificate of Designation for

                      DOBSON COMMUNICATIONS CORPORATION

has been filed in the office of the Secretary of State as provided by the
laws of the State of Oklahoma.

NOW THEREFORE, I, the undersigned, Secretary of State of the State of 
Oklahoma, by virtue of the powers vested in me by law, do hereby issue this
certificate evidencing such filing.

IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the
Great Seal of the State of Oklahoma.

[Great Seal of the State           Filed in the City of Oklahoma City this
of Oklahoma -- 1907]               25th day of February, 1997.

                                   TOM COLE
                                   Secretary of State

                                   By:  BRENDA L. GOFF
<PAGE>

                 DOBSON COMMUNICATIONS CORPORATION
              (FORMERLY, DOBSON HOLDINGS CORPORATION)

           CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                RELATIVE AND OTHER SPECIAL RIGHTS,
               AND QUALIFICATIONS, LIMITATIONS, AND
                RESTRICTIONS OF CLASS B CONVERTIBLE
                          PREFERRED STOCK


                   ____________________________

           Pursuant to Title 18, Section 1032(G) of the
         General Corporation Act of the State of Oklahoma

                   ____________________________


     DOBSON COMMUNICATIONS  CORPORATION  (the "Corporation"), a corporation
organized and existing under the General Corporation  Act  of  the State of
Oklahoma, does hereby certify that pursuant to the authority vested  in the
Board  of Directors of the Corporation by its Certificate of Incorporation,
and pursuant  to the provisions of Title 18, Section 1032(G) of the General
Corporation Act  of  the  State  of  Oklahoma,  said Board of Directors, by
unanimous written consent, adopted the following  resolution  which remains
in full force and effect as of the date hereof:

     RESOLVED,  that  pursuant  to  the  authority  vested in the Board  of
Directors of the Corporation (the "Board of Directors")  by its Certificate
of   Incorporation   (hereinafter  referred  to  as  the  "Certificate   of
Incorporation"), the Board  of  Directors does hereby create, authorize and
provide for the issuance of Class  B Convertible Preferred Stock, $1.00 par
value  per  share,  consisting  of 100,000  shares,  having  the  following
designations,  preferences  and  relative   and   other   special   rights,
qualifications, limitations and restrictions:

     1.   DESIGNATION.   The   designation   of  such  class  is  "Class  B
Convertible   Preferred   Stock"  (hereinafter  in  this   Certificate   of
Designation called the "Class B Preferred Stock"), and the number of shares
constituting such class shall  be  100,000,  which  number may be decreased
(but  not  increased)  by  the  Board  of  Directors  without   a  vote  of
stockholders;  PROVIDED,  HOWEVER,  that  such  number may not be decreased
below the number of then currently outstanding shares  of Class B Preferred
Stock  and shares of Class B Preferred Stock subject to outstanding  rights
and options,  if  any.   All  capitalized terms used in this Certificate of
Designation and not otherwise defined  shall have the meaning given to such
terms in Section 9 hereof.

     2.   DIVIDENDS.     (a)  The holders  of  shares  of Class B Preferred
Stock,  in  preference  to the holders of the Junior Securities,  shall  be
entitled to receive, out  of  funds  legally  available  for  the  purpose,
cumulative  dividends  as  provided  in  this Section 2.  Dividends on each
share of Class B Preferred Stock shall accrue  on  a  daily  basis  at  the
Applicable  Rate  on  the  sum  of  (i)  the Liquidation Value and (ii) all
accumulated and unpaid dividends thereon from  the  date of issuance to the
end  of  the immediately preceding calendar year and shall  be  payable  as
provided in  subparagraph  (b)  of  this  Section  2.   Accrued  but unpaid
dividends will be compounded annually on December 31 of each year  (each  a
"dividend date") (the initial such calculation to be made at the Applicable
Rate  for  the number of days elapsed from the date of issue of the Class B
Preferred Stock  to  and  including  the 31st day of December, 1997).  Such
dividends shall commence to accrue on each share of Class B Preferred Stock
from the date of issuance thereof whether  or  not declared by the Board of
Directors, and whether or not there are profits,  surplus or other funds of
the Corporation legally available for the payment of  dividends,  and shall
continue  to  accrue  thereon until the date the Liquidation Value of  such
share  (plus all accrued  and  unpaid  dividends  thereon)  is  paid.   For
purposes  of  determining  the  amount  of dividends accrued on the Class B
Preferred Stock pursuant to this Section  2  in  connection  with the sale,
redemption  or  repurchase of any Class B Preferred Stock which  may  occur
prior to December 31 of any year, the Applicable Rate for such period shall
be multiplied by a fraction, the numerator of which is the actual number of
days elapsed in the then current year and the denominator of which is 365.

     (b)  Subject to any applicable prohibition on the payment of dividends
in the Financing  Agreement, dividends accrued on each outstanding share of
Class B Preferred Stock  may  be paid when, as and if declared by the Board
of Directors.  Further, upon the earliest to occur of (i) the conversion of
Class B Preferred Stock into Class  A  Common  Stock  pursuant to Section 5
hereof, (ii) a voluntary or involuntary liquidation, dissolution or winding
up  of the affairs of the Corporation, (iii) a merger or  consolidation  of
the Corporation  into or with another corporation in which the shareholders
of this Corporation shall own less than 50% of the voting securities of the
surviving corporation  or its parent, (iv) the sale, transfer or lease (but
not including a transfer  or  lease  by  pledge  or mortgage to a bona fide
lender) of all or substantially all of the assets  of  the Corporation, and
(v)  the  consummation  of  a  Public Offering of the Corporation's  Common
Stock, each holder of Class B Preferred  Stock shall be entitled to receive
dividends on each share of the Class B Preferred  Stock  then  held by such
holder  (including  shares  of  Class B Preferred Stock to be converted  to
Common Stock effective upon such Public Offering) in an amount equal to the
accumulated and unpaid dividends  on  such Class B Preferred Stock from the
date of issuance to the date of such payment  (as  used  in this Section 2,
the "Accrued Dividend").  The Accrued Dividend shall be paid in cash.

     (c)  Except  as  otherwise  provided  herein,  if  at  any  time   the
Corporation  pays less than the total amount of dividends then accrued with
respect to the  Class  B Preferred Stock, such payment shall be distributed
ratably among the holders  thereof  based  upon  the  aggregate accrued but
unpaid dividends on the Class B Preferred Stock held by each holder.

     (d)  Except  as  otherwise  may  be  specifically  provided   in  this
Certificate  of  Designation,  the  Purchase Agreement or the Shareholders'
Agreement,  so  long  as  any  shares  of  Class   B  Preferred  Stock  are
outstanding, the Corporation will not declare, pay or set apart for payment
any  dividends  or  make  any  other distribution on or redeem  any  Junior
Securities and will not permit any Subsidiary or other Affiliate to redeem,
purchase or otherwise acquire for  value,  or  set apart for any sinking or
other  analogous  fund  for  the  redemption  or purchase  of,  any  Junior
Securities.

     3.   LIQUIDATION PREFERENCE.  (a)  In the  event  of  any  liquidation,  
dissolution  or  winding  up  of  the  affairs  of  the  Corporation, either
voluntarily  or  involuntarily, each holder of Class B Preferred Stock shall
be entitled, after provision for  the payment  of  the  Corporation's  debts
and other liabilities,  to  be paid in cash, before any distribution is made
on any Junior  Securities  (including, without limitation any other class of
Preferred  Stock),  the  aggregate  Liquidation Value of all shares of Class
B Preferred Stock held by such holder plus an amount equal to the sum of all
accrued and unpaid dividends  thereon, whether or not  declared to  the date 
of such payment. If, upon any such liquidation, dissolution or other winding 
up of the affairs  of  the Corporation, the net  assets  of  the corporation 
distributable among the holders of all outstanding shares of the Class B Pre-
ferred Stock shall be insufficient to permit  the  payment  in  full to such 
holders  of  the  preferential  amounts to which they are entitled under the 
Certificate of Incorporation, then the entire net  assets of the Corporation 
remaining after the provision for the payment of the Corporation's debts and 
other  liabilities  shall be distributed  among  the  holders of the Class B 
Preferred Stock ratably in proportion to the full amounts to which they would
otherwise be respectively entitled.

     (b)  Holders  of  Class B Preferred Stock shall not be entitled to any
additional distribution  in  the  event  of any liquidation, dissolution or
winding up of the affairs of the Corporation  in excess of the preferential
amount referred to in Section 3(a) above.

     (c)  The assets available for distribution  pursuant to this Section 3
shall  be  determined  by  applicable  law  and  prior to  payment  of  any
liquidation preference the Corporation shall first  satisfy its outstanding
obligations  concerning  rights, if any, of holders of  Class  B  Preferred
Stock which have been exercised  to  have  purchased, redeemed or otherwise
retired any capital stock.

     (d)  The  merger  or consolidation of the  Corporation  into  or  with
another corporation in which the shareholders of this Corporation shall own
less than 50% of the voting  securities of the surviving corporation or its
parent or the sale, transfer or  lease  (but  not  including  a transfer or
lease  by pledge or mortgage to a bona fide lender) of all or substantially
all of the  assets  of  the Corporation may be deemed by the holders of the
Class B Preferred Stock to  be  a liquidation, dissolution or winding up of
the Corporation as those terms are used in this Section 3.  In the event of
such merger, consolidation or sale  of  substantially  all of the Company's
assets,  the holders of shares of Class B Preferred Stock  shall  have  the
right to preference in the merger or consolidation or upon the distribution
of assets  as provided in this Section 3, or alternatively at such holder's
election, shall have the right to convert to shares of Class A Common Stock
and receive  distribution  of  assets as holders of Class A Common Stock as
provided in Section 5 hereof.

     (e)  Any    recapitalization,     reorganization,    reclassification,
consolidation,   merger,  sale  of  all  or  substantially   all   of   the
Corporation's assets  to  another  person  or  other  transaction  which is
effected  in  such  a  manner that holders of Common Stock are entitled  to
receive (either directly  or upon subsequent liquidation) stock, securities
or assets (other than solely  cash  and/or publicly traded securities) with
respect to or in exchange for Common  Stock  is  referred  to  herein as an
"Organic  Change."   Prior  to the consummation of any Organic Change,  the
Corporation  shall  make appropriate  provisions  (in  form  and  substance
reasonably satisfactory  to  the  holders  of  a  majority  of  the Class B
Preferred Stock then outstanding voting separately) to ensure that  each of
the  holders of Class B Preferred Stock shall thereafter have the right  to
acquire  and receive, in lieu of or in addition to (as the case may be) the
shares of  Class  A  Common  Stock  immediately  theretofore acquirable and
receivable upon the conversion of such holder's Class  B  Preferred  Stock,
such  shares  of  stock,  securities  or  assets  as such holder would have
received  in  connection  with  such  Organic  Change if  such  holder  had
converted its Class B Preferred Stock into Class A Common Stock immediately
prior to the Organic Change or, if the Organic Change  is  to  be  deemed a
liquidation  pursuant  to subsection 3(d), the preference upon distribution
of  assets  as  provided in  this  Section  3.   In  each  such  case,  the
Corporation shall  also  make appropriate provisions (in form and substance
reasonably satisfactory to  the  holders  of  a  majority  of  the  Class B
Preferred  Stock then outstanding) to ensure that the provisions of Section
5 hereof shall  thereafter be applicable to the Class B Preferred Stock and
to the shares of  stock,  securities or assets received by each holder upon
such Organic Change (including,  in  the  case  of  any such consolidation,
merger or sale in which the successor entity or purchasing  entity is other
than  the Corporation, an immediate adjustment of the Conversion  Price  to
the value  for  the  Class  A  Common  Stock reflected by the terms of such
consolidation, merger or sale, and a corresponding  immediate adjustment in
the number of shares of Class A Common Stock acquirable and receivable upon
conversion of Class B Preferred Stock, if the value so  reflected  is  less
than   the   Conversion   Price   in   effect  immediately  prior  to  such
consolidation, merger or sale).  The Corporation  shall not effect any such
consolidation, merger or sale, unless prior to the consummation thereof the
successor  corporation  (if  other  than  the Corporation)  resulting  from
consolidation or merger or the corporation  purchasing  such assets assumes
by written instrument (in form and substance reasonably satisfactory to the
holders  of  a  majority  of  the Class B Preferred Stock then  outstanding
voting separately), the obligation  to  deliver  to  each  such holder such
shares of stock, securities or assets as, in accordance with  the foregoing
provisions, such holder may be entitled to acquire.

     (f)  In  the  event  of  any  voluntary  or  involuntary  liquidation,
dissolution or winding up of the Corporation, the Corporation shall  within
ten  (10)  days after the date the Board of Directors approves such action,
or twenty (20)  days  prior  to any shareholders' meeting called to approve
such action, or twenty (20) days  after  the commencement of an involuntary
proceeding, whichever is earliest, give each  holder  of  shares of Class B
Preferred  Stock  initial  written  notice  of  the proposed action.   Such
initial written notice shall describe the material  terms and conditions of
such  proposed  action,  including  a description of the  stock,  cash  and
property to be received by the holders of shares of Class B Preferred Stock
upon consummation of the proposed action  and the date of delivery thereof.
If any material change in the facts set forth  in  the initial notice shall
occur, the Corporation shall promptly give written notice to each holder of
shares of Class B Preferred Stock of such material change.

     (g)  The Corporation shall not consummate any voluntary or involuntary
liquidation,  dissolution  or  winding  up  of the Corporation  before  the
expiration  of thirty (30) days after the mailing  of  the  initial  notice
referred to in subparagraph (f) above or ten (10) days after the mailing of
any subsequent  written notice, whichever is later; provided, that any such
30-day or 10-day  period  may  be shortened upon the written consent of the
holders of a majority of the outstanding  shares  of  the Class B Preferred
Stock voting as a single class.

     (h)  In  the  event  of  any  voluntary  or  involuntary  liquidation,
dissolution  or  winding  up  of  the Corporation which  will  involve  the
distribution  of assets other than cash,  the  Corporation  shall  promptly
engage competent  independent  appraisers  to  determine  the  value of the
assets  to  be  distributed  to  the holders of shares of Class B Preferred
Stock and the holders of shares of  Common  Stock (it being understood that
with respect to such valuation, the Corporation shall engage such appraiser
as  shall  be  approved  by  the holders of a majority  of  shares  of  the
Corporation's outstanding Common  Stock  and Class B Preferred Stock voting
separately).   The  Corporation shall, upon  receipt  of  such  appraiser's
valuation, give prompt  written  notice  to each holder of shares of Common
Stock and Class B Preferred Stock of the appraiser's valuation.

     4.   VOTING.   (a)  Except as otherwise  required  by  law  or  as set
forth  herein and subject to the rights of any class or series of preferred
stock which may from time to time come into existence hereafter, the shares
of the Class  B  Preferred Stock shall vote together with the shares of the
Corporation's Class  A  Common  Stock  at  any annual or special meeting of
shareholders of the Corporation, or may act  by written consent in the same
manner as the Corporation's Class A Common Stock, upon the following basis:
each holder of shares of Class B Preferred Stock  shall be entitled to such
number of votes for the Class B Preferred Stock held  by  him on the record
date  fixed  for  such  meeting,  or on the effective date of such  written
consent,  as  shall  be  equal  to  the  whole  number  of  shares  of  the
Corporation's  Class  A  Common Stock into which  his  shares  of  Class  B
Preferred Stock are convertible,  in accordance with the terms of Section 5
hereof, immediately after the close  of  business  on the record date fixed
for such meeting or the effective date of such written consent.

     (b)  In the election of directors, two (2) directors  shall be elected
by  the holders of the Class B Preferred Stock voting as a separate  class,
subject  to  compliance with any applicable provisions of the Shareholders'
Agreement.

     (c)  As long  as at least 50% of the shares of Class B Preferred Stock
purchased  pursuant to  the  Purchase  Agreement  remain  outstanding,  the
holders of shares  of Class B Preferred Stock also shall have the following
voting rights:

     (i)  The affirmative  vote  of  the  holders  of  a  majority  of  the
     outstanding  shares of Class B Preferred Stock, voting separately as a
     single class, in person or by proxy, at a special or annual meeting of
     stockholders called  for  the  purpose,  shall  be  necessary  to  (t)
     authorize  or  increase  the authorized number of shares of, or issue,
     any class or series of the  Corporation's  capital stock ranking prior
     to, or on a parity with, the Class B Preferred Stock, including shares
     of Class B Preferred Stock authorized pursuant  to this Certificate of
     Designation  and  issued after the date of original  issuance  of  the
     Class B Preferred Stock,  or  (u) amend, repeal or change, directly or
     indirectly, any of the provisions  of the Certificate of Incorporation
     of the Corporation, as amended, in any  manner  which  would  alter or
     change  the  powers,  preferences  or special rights of the shares  of
     Class  B  Preferred  Stock  so as to affect  them  adversely,  or  (v)
     authorize or effect the sale of all or substantially all of the assets
     of  the  Corporation,  or  (w)  authorize  or  effect  the  merger  or
     consolidation of the Corporation  with  any other Person as the result
     of which the shareholders of the Corporation shall own less than 50.1%
     of the voting securities of the surviving  corporation  or its parent,
     or  (x)  authorize  or  effect  the  liquidation (whether complete  or
     partial), dissolution or winding up of  the  Corporation, or (y) amend
     the  Bylaws  of  the  Corporation to change the authorized  number  of
     directors, or (z) amend this Section 4.

     (ii) The rights of holders  of  shares  of  Class B Preferred Stock to
     vote or take any other actions as provided in  this  Section  4 may be
     exercised  at  any  annual  meeting  of  stockholders  or at a special
     meeting  of  stockholders held for such purpose.  At each  meeting  of
     stockholders at which the holders of shares of Class B Preferred Stock
     shall have the  right,  voting  separately as a single series, to take
     any action as provided in this Section 4, the presence in person or by
     proxy of the holders of record of  a  majority  of the total number of
     shares  of Class B Preferred Stock then outstanding  and  entitled  to
     vote on the  matter  shall be necessary and sufficient to constitute a
     quorum.  At any such meeting  or  at  any  adjournment thereof, in the
     absence  of a quorum of the holders of shares  of  Class  B  Preferred
     Stock, a majority  of  the holders of such shares present in person or
     by proxy shall have the power to adjourn the meeting as to the actions
     to be taken by the holders  of  shares of Class B Preferred Stock from
     time to time and place to place without notice other than announcement
     at the meeting until a quorum shall be present.

     5.   CONVERSION RIGHTS.

     (a)  CONVERSION PROCEDURE.

          (i)  At any time and from time  to  time,  any  holder of Class B
Preferred  Stock  may convert all or any portion of the Class  B  Preferred
Stock (including any fraction of a share) held by such holder into a number
of shares of Class A Common Stock equal to the product of (x) the number of
shares of Class B Preferred Stock to be converted into Class A Common Stock
and (y) a fraction the numerator of which is $100.00 and the denominator is
the Conversion Price then in effect.

          (ii) Each  conversion  of Class B Preferred Stock shall be deemed
to have been effected as of the close  of business on the date on which the
certificate or certificates representing  the Class B Preferred Stock to be
converted have been surrendered at the principal  office of the Corporation
or at such other place as may be designated by the  Corporation.   At  such
time as such conversion has been effected, the rights of the holder of such
Class  B  Preferred  Stock  as  such  holder  shall cease and the Person or
Persons in whose name or names any certificate  or  certificates for shares
of  Class  A  Common Stock are to be issued upon such conversion  shall  be
deemed to have  become  the  holder  or  holders of record of the shares of
Class A Common Stock represented thereby.

          (iii)     The conversion rights of any share of Class B Preferred
Stock  repurchased  by  the  Corporation  pursuant   to  the  Shareholders'
Agreement shall terminate on the date the repurchase price  for  such share
is paid in full.

          (iv) Notwithstanding  any other provision hereof, if a conversion
of  shares  is  to  be  made in connection  with  a  Public  Offering,  the
conversion of such shares  may,  at  the election of the holder thereof, be
conditioned upon the consummation of the  Public  Offering,  in  which case
such  conversion shall not be deemed to be effective until the consummation
of the Public Offering.

          (v)  As  soon  as  possible  after a conversion has been effected
(but in any event within five business days in the case of subparagraph (y)
below), the Corporation shall deliver to the converting holder:

     (y) a certificate or certificates representing,  in the aggregate, the
     number of shares of Class A Common Stock issuable  by  reason  of such
     conversion, in the same name or names as the certificates representing
     the converted shares and in such denomination or denominations as  the
     converting holder has specified; and

     (z)  a  certificate  representing any shares which were represented by
     the  certificate  or certificates  delivered  to  the  Corporation  in
     connection with such conversion but which were not converted.

          (vi) The issuance  of  certificates  of  shares of Class A Common
Stock  upon  conversion of Class B Preferred Stock shall  be  made  without
charge to the  holders of such Class B Preferred Stock for any issuance tax
in respect thereof  or other cost incurred by the Corporation in connection
with such conversion  and  the related issuance of shares of Class A Common
Stock.  Upon conversion of any  shares  of  Class  B  Preferred  Stock, the
Corporation shall take all such actions as are necessary in order to ensure
that  the  Class  A  Common  Stock issuable with respect to such conversion
shall be validly issued, fully paid and nonassessable.

          (vii)     The Corporation  shall  not close its books against the
transfer of Class B Preferred Stock or of Class  A  Common  Stock issued or
issuable  upon  conversion  of Class B Preferred Stock in any manner  which
interferes with the timely conversion  of  Class  B  Preferred  Stock.  The
Corporation shall assist and cooperate with any holder of shares of Class B
Preferred  Stock  required  to make any governmental filings or obtain  any
governmental approval prior to  or  in  connection  with  any conversion of
shares of Class B Preferred Stock hereunder (including, without limitation,
making any filings required to be made by the Corporation).

          (viii)    The  Corporation  shall at all times reserve  and  keep
available  out of its authorized but unissued  shares  of  Class  A  Common
Stock, solely  for the purpose of issuance upon the conversion of the Class
B Preferred Stock,  such  number  of  shares of Class A Common Stock as are
issuable upon the conversion of all outstanding  Class  B  Preferred Stock.
All  shares  of  Class  A  Common  Stock which are so issuable shall,  when
issued, be duly and validly issued,  fully  paid and nonassessable and free
from all taxes, liens and charges.  The Corporation  shall  take  all  such
actions  as  may  be  necessary  to  assure that all such shares of Class A
Common Stock may be so issued without  violation  of  any applicable law or
governmental  regulation  or  any  requirements of any domestic  securities
exchange upon which shares of Class  A  Common  Stock may be listed (except
for official notice of issuance which shall be immediately delivered by the
Corporation upon each such issuance).

     (b)  CONVERSION PRICE.

          (i)  The initial conversion price shall  be $100.00, which may be
adjusted  from  time to time hereafter (the "Conversion  Price").   If  and
whenever on or after the original date of issuance of the Class B Preferred
Stock the Corporation  issues  or sells, or in accordance with Section 5(c)
is deemed to have issued or sold,  any  shares of its Common Stock or other
capital  stock  convertible  into  Common  Stock   (other   than  Permitted
Issuances) for a consideration per share less than the Conversion  Price in
effect  immediately prior to the time of such issue or sale, then forthwith
upon such  issue  or  sale  the  Conversion  Price  shall be reduced to the
Conversion  Price  determined by dividing (a) the sum of  (1)  the  product
derived by multiplying  the Conversion Price in effect immediately prior to
such issue or sale times  the  number  of  shares  of  Common  Stock Deemed
Outstanding  immediately  prior  to  such  issue  or  sale,  plus  (2)  the
consideration,  if  any,  received  (or deemed received pursuant to Section
5(c) below) by the Corporation upon such  issue  or sale, (b) the number of
shares of Common Stock Deemed Outstanding immediately  after  such issue or
sale.   Notwithstanding the foregoing, if a Texas 2 Event occurs  prior  to
March 19,  1999,  the  then Conversion Price shall be adjusted to an amount
equal to 100.45% of the then Conversion Price.

     (c)  EFFECT ON CONVERSION  PRICE  OF  CERTAIN EVENTS.  For purposes of
determining the adjusted Conversion Price under Section 5(b), the following
shall be applicable:

     (i) ISSUANCE OF RIGHTS OR OPTIONS. If the  Corporation  in  any manner
     grants  any  rights  or  options,  other than Permitted Issuances,  to
     subscribe  for or to purchase Common  Stock  or  any  stock  or  other
     securities convertible  into  or  exchangeable  for Common Stock (such
     rights or options being herein called "Options" and  such  convertible
     or  exchangeable  stock or securities being herein called "CONVERTIBLE
     SECURITIES") and the price per share for which Common Stock is issuable
     upon the exercise of  such  Options  or upon conversion or exchange of
     such  Convertible  Securities is less than  the  conversion  Price  in
     effect immediately prior  to the time of the granting of such Options,
     then the total maximum number  of shares of Common Stock issuable upon
     the exercise of such Options or  upon  conversion  or  exchange of the
     total maximum amount of such convertible Securities shall be deemed to
     be outstanding and to have been issued and sold by the corporation  at
     the  time  of  the  granting of such Options for such price per share.
     For purposes of this  paragraph, the "PRICE PER SHARE FOR WHICH COMMON
     STOCK IS ISSUABLE" shall  be  determined  by  dividing  (a)  the total
     amount,   if  any,  received  or  receivable  by  the  Corporation  as
     consideration  for  the  granting  of  such  Options, plus the minimum
     aggregate   amount   of  additional  consideration  payable   to   the
     Corporation upon exercise  of  all  such  Options, plus in the case of
     such  Options  which  relate  to Convertible Securities,  the  minimum
     aggregate amount of additional  consideration,  if any, payable to the
     Corporation  upon the issuance or sale of such Convertible  Securities
     and  the  conversion   or   exchange   thereof  (such  amount  is  the
     consideration "deemed received" for purposes  of  Section 5(b) above),
     by  (b)  the total maximum number of shares of Common  Stock  issuable
     upon the exercise  of  such Options or upon the conversion or exchange
     of all such Convertible  Securities issuable upon the exercise of such
     Options.  No further adjustment  of the Conversion Price shall be made
     when Convertible Securities are actually  issued  upon the exercise of
     such Options or when Common Stock is actually issued upon the exercise
     of  such  Options  or  the conversion or exchange of such  Convertible
     Securities.

     (ii) ISSUANCE OF CONVERTIBLE  SECURITIES.   If  the Corporation in any
     manner issues or sells any Convertible Securities  and  the  price per
     share  for  which  Common  Stock  is issuable upon such conversion  or
     exchange is less than the Conversion Price in effect immediately prior
     to the time of such issue or sale,  then  the maximum number of shares
     of  Common  Stock  issuable  upon  conversion  or   exchange  of  such
     Convertible Securities shall be deemed to be outstanding  and  to have
     been issued and sold by the Corporation at the time of the issuance or
     sale of such Convertible Securities for such price per share.  For the
     purposes  of  this  paragraph,  the  "PRICE PER SHARE FOR WHICH COMMON
     STOCK  IS ISSUABLE" shall be determined  by  dividing  (a)  the  total
     amount received  or receivable by the Corporation as consideration for
     the issue or sale  of  such  Convertible  Securities, plus the minimum
     aggregate amount of additional consideration,  if  any, payable to the
     Corporation upon the conversion or exchange thereof  (such  amount  is
     the  consideration  "deemed  received"  for  purposes  of Section 5(b)
     above),  by  (b)  the  total maximum number of shares of Common  Stock
     issuable upon the conversion  or  exchange  of  all  such  Convertible
     Securities.   No  further adjustment of the Conversion Price shall  be
     made when Common Stock  is  actually  issued  upon  the  conversion or
     exchange of such Convertible Securities, and if any such issue or sale
     of  such  Convertible Securities is made upon exercise of any  Options
     for which adjustments  of  the  Conversion Price had been or are to be
     made  pursuant to other provisions  of  this  Section  5,  no  further
     adjustment  of  the  Conversion  Price shall be made by reason of such
     issue or sale.

     (iii) CHANGE IN OPTION PRICE OR CONVERSION  PRICE.   If  the  purchase
     price  provided  for in any Options, the additional consideration,  if
     any, payable upon  the  conversion  or  exchange  of  any  Convertible
     Securities,  or  the  rate  at  which  any Convertible Securities  are
     convertible into or exchangeable for Common  Stock change at any time,
     the Conversion Price in effect at the time of  such  change  shall  be
     readjusted  to the Conversion Price which would have been in effect at
     such time had such Options or Convertible Securities still outstanding
     provided for  such changed purchase price, additional consideration or
     changed conversion  rate,  as  the  case may be, at the time initially
     granted, issued or sold; provided that if such adjustment would result
     in an increase of the Conversion Price then in effect, such adjustment
     shall not be effective until 30 days  after written notice thereof has
     been given by the Corporation to all holders  of the Class B Preferred
     Stock.

     (d)  SUBDIVISION OR COMBINATION OF COMMON STOCK.  If  the  Corporation
at   any   time   subdivides   (by   any   stock   split,  stock  dividend,
recapitalization  or  otherwise), one or more classes  of  its  outstanding
shares  of Common Stock  into  a  greater  number  of  shares,  or  if  the
Corporation at any time combines (by reverse stock split or otherwise), one
or more classes  of  its  outstanding shares of Common Stock into a smaller
number of shares, the Conversion  Price in effect immediately prior to such
subdivision or combination shall be proportionately adjusted.

     (e)  CERTAIN EVENTS.     If an  event  not  specifically enumerated in
this Section 5 occurs which has substantially the  same  economic effect on
the Class B Preferred Stock as those specifically enumerated  shall  occur,
then  this  Section  5  shall  be construed liberally, MUTATIS MUTANDIS, in
order  to  give the Class B Preferred  Common  Stock  the  benefit  of  the
protections  provided  under  this  Section  5.  The Corporation's Board of
Directors shall make an appropriate adjustment  in  the Conversion Price so
as  to  protect  the  rights  of  the  holders of Class B Preferred  Stock;
provided, that no such adjustment shall  increase  the  Conversion Price as
otherwise determined pursuant to this Section 5 or decrease  the  number of
shares  of  Class A Common Stock issuable upon conversion of each share  of
Class B Preferred Stock.

     (f)  NOTICES.

          (i)  Immediately upon any adjustment of the Conversion Price, the
Corporation shall  give  written  notice  thereof to all holders of Class B
Preferred  Stock, setting forth in reasonable  detail  and  certifying  the
calculation of such adjustment.

          (ii) The  Corporation shall give written notice to all holders of
Class B Preferred Stock  at  least  20  days prior to the date on which the
Corporation closes its books or takes a record  (a)  with  respect  to  any
dividend  or  distribution  upon  Common Stock, (b) with respect to any pro
rata subscription offer to holders  of  Common Stock or (c) for determining
rights  to  vote  with  respect  to  any  Organic  Change,  dissolution  or
liquidation.

          (iii)     The Corporation shall also  give  written notice to the
holders of Class B Preferred Stock at least 20 days prior  to  the  date on
which any Organic Change shall take place.

     6.   STATUS OF REACQUIRED SHARES.  Shares  of  Class B Preferred Stock
which have been issued and reacquired in any manner shall  have  the status
of authorized and unissued shares of Class B Preferred Stock.

     7.   RANK.     The  Class  B Preferred Stock shall rank senior  as  to
dividends and upon liquidation, dissolution  or  winding  up  to all Junior
Securities, whenever issued.

     8.   CERTIFICATES.  So  long  as  any  shares of the Class B Preferred
Stock are outstanding, there shall be set forth on the face or back of each
stock  certificate  issued  by  the  Corporation  a   statement   that  the
Corporation  shall  furnish  without  charge  to  each  shareholder  who so
requests,  a  full  statement  of  the  designation  and  relative  rights,
preferences  and limitations of each class of stock or series thereof  that
the Corporation is authorized to issue and of the authority of the Board of
Directors  to designate  and  fix  the  relative  rights,  preferences  and
limitations of each series.

     9.   DEFINITIONS.

          "Affiliate"  shall  have  the  meaning  given  such  term  in the
Purchase Agreement.

          "Applicable Rate" means 8% per annum, except during any period  a
Noncompliance Event exists, the Applicable Rate shall mean 15% per annum.

          "Certificate   of   Designation"   means   this   Certificate  of
Designations,  Preferences  and  Relative  and  Other  Special  Rights  and
Qualifications,  Limitations  and  Restrictions  of  the  Class B Preferred
Stock.

          "Certificate   of   Incorporation"   means  the  Certificate   of
Incorporation of the Corporation, as amended.

          "Class  A Common Stock" means the Corporation's  Class  A  Common
Stock, $1.00 par value per share.

          "Class A Preferred Stock" means the Corporation's Class A 5% Non-
Cumulative, Non-Voting,  Non-Convertible  Preferred  Stock, $1.00 par value
per share.

          "Class  B Common Stock" means the Corporation's  Class  B  Common
Stock, $1.00 par value per share.

          "Class  B  Preferred  Stock"  means  the  Corporation's  Class  B
Preferred Stock, $1.00 par value per share.

          "Common Stock"  means the Class A Common Stock and Class B Common
Stock.

          "Conversion Price"  shall  have  the meaning set forth in Section
5(b) hereof.

          "Common Stock Deemed Outstanding"  means,  at any given time, the
number of shares of Common Stock actually outstanding  at  such  time, plus
the number of shares of Common Stock issuable upon conversion of the  Class
B  Preferred Stock, plus the number of shares of Common Stock deemed to  be
outstanding  with  respect  to Options or Convertible Securities whether or
not the Options are actually exercisable at such time.

          "DCC" means Dobson  CC  Limited  Partnership, an Oklahoma limited
partnership.

          "Financing  Agreement"  means  that certain  Second  Amended  and
Restated Credit Agreement dated as of February 26, 1997, between CoreStates
Bank, N.A., in its capacity as Administrative  Agent  and a Bank, the other
Banks listed therein, the Corporate Borrowers listed therein  or any credit
agreement  evidencing  a  senior debt facility which replaces the  facility
evidenced by such Second Amended and Restated Credit Agreement.

          "Junior Securities"  means  any of the Corporation's Common Stock
and all other equity securities of the  Corporation  other than the Class B
Preferred Stock and Class C Preferred Stock.

          "Liquidation Value" of any share of Class B Preferred Stock shall
be One Hundred Dollars ($100.00).

          "Noncompliance Event" shall have the meaning  given  such term in
the Purchase Agreement.

          "Organic Change" shall have the meaning set forth in Section 3(e)
hereof.

          "Permitted Issuances" means the issuance to key employees  of the
Corporation  or  any  Subsidiary  acceptable  to  the  holders  of  Class B
Preferred  Stock  of  options to purchase an aggregate of 30,166 shares  of
Class B Common Stock in  the  amounts,  at the price and on other terms and
conditions acceptable to the holders of Class  B  Preferred  Stock  and the
issuance of Class B Common Stock pursuant to the exercise of such options.

          "Person"   means   an   individual,   partnership,   corporation,
association,  trust,  joint  venture,  unincorporated organization and  any
government,  governmental  department or agency  or  political  subdivision
thereof.

          "Public Offering"  means  any  offering by the Corporation of its
equity  securities  to  the public pursuant to  an  effective  registration
statement under the Securities  Act  of  1933  or  any comparable statement
under any similar federal statute then in force, other  than an offering of
shares  being  issued  as  consideration  in  a  business  acquisition   or
combination or an offering in connection with an employee benefit plan.

          "Purchase  Agreement"  means  that  certain  Securities  Purchase
Agreement  dated  as  of March 19, 1996, among the purchasers named therein
and  Dobson  Operating Company  (formerly  known  as  Dobson  Communication
Corporation),  as  amended  by  that  certain  Amendment No.1 to Securities
Purchase Agreement dated as of February 26, 1997, as it may be amended from
time to time.

          "Shareholders'   Agreement"  means  that  certain   Shareholders'
Agreement dated as of February  24,  1997  among  this  Corporation and the
shareholders of this Corporation, as it may be amended from time to time.

          "Subsidiary" means, with respect to any Person,  any corporation,
partnership,  association  or  other  business  entity  of which (i)  if  a
corporation,  a  majority  of  the  total voting power of shares  of  stock
entitled (without regard to the occurrence  of  any contingency) to vote in
the  election of directors, managers or trustees thereof  is  at  the  time
owned  or controlled, directly or indirectly, by that Person or one or more
of the other  Subsidiaries of that Person or a combination thereof, or (ii)
if a partnership,  association  or other business entity, a majority of the
partnership or other similar ownership  interest  thereof  is  at  the time
owned  or controlled, directly or indirectly, by any Person or one or  more
Subsidiaries of that person or a combination thereof.  For purposes hereof,
a Person  or  Persons shall be deemed to have a majority ownership interest
in a partnership,  association,  or other business entity if such Person or
Persons shall be allocated a majority  of partnership, association or other
business entity gains or losses or shall be or control the managing general
partner of such partnership, association or other business entity.

          "Texas  2  Event"  shall  have  the  meaning  set  forth  in  the
Securities Purchase Agreement.

     10.  SEVERABILITY OF PROVISIONS.   If   any   right,   preference   or
limitation  of the Class B Preferred Stock set forth in this Resolution (as
such Resolution  may  be amended from time to time) is invalid, unlawful or
incapable of being enforced  by  reason  of any rule, law or public policy,
all other rights, preferences and limitations  set forth in this Resolution
(as so amended) which can be given effect without  the invalid, unlawful or
unenforceable right, preference or limitation shall,  nevertheless,  remain
in full force and effect, and no right, preference or limitation herein set
forth  shall  be  deemed  dependent  upon  any  other  right, preference or
limitation unless so expressed herein.

     IN WITNESS WHEREOF, the Corporation has caused this  Certificate to be
signed  by  Everett  Dobson, its President, and attested to by  Stephen  T.
Dobson, its Secretary this 24th day of February, 1997.


                              By: EVERETT R. DOBSON
                                  Everett R. Dobson
                                  President

ATTEST:

STEPHEN T. DOBSON
Stephen T. Dobson
Secretary

<PAGE>

                     OFFICE OF THE SECRETARY OF STATE
                           STATE OF OKLAHOMA

               [GREAT SEAL OF THE STATE OF OKLAHOMA -- 1907]

                       CERTIFICATE OF DESIGNATION

WHEREAS, the Certificate of Designation of,

                    DOBSON COMMUNICATIONS CORPORATION

has been filed in the office of the Secretary of State as provided by the 
laws of the State of Oklahoma.

NOW THEREFORE, I, the undersigned, Secretary of State of the State of Oklahoma,
by virtue of the powers vested in me by law, do hereby issue this certificate
evidencing such filing.

IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the Great
Seal of the State of Oklahoma.

[Great Seal of the State            Filed in the City of Oklahoma City this
of Oklahoma -- 1907]                27th day of February, 1997.

                                    TOM COLE
                                    Secretary of State

                                    By:  BETH GARNER
<PAGE>

                 DOBSON COMMUNICATIONS CORPORATION
              (FORMERLY, DOBSON HOLDINGS CORPORATION)

           CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                RELATIVE AND OTHER SPECIAL RIGHTS,
               AND QUALIFICATIONS, LIMITATIONS, AND
              RESTRICTIONS OF CLASS C PREFERRED STOCK


                   ____________________________

           Pursuant to Title 18, Section 1032(G) of the
         General Corporation Act of the State of Oklahoma

                   ____________________________


     DOBSON COMMUNICATIONS  CORPORATION  (the "Corporation"), a corporation
organized and existing under the General Corporation  Act  of  the State of
Oklahoma, does hereby certify that pursuant to the authority vested  in the
Board  of Directors of the Corporation by its Certificate of Incorporation,
and pursuant  to the provisions of Title 18, Section 1032(G) of the General
Corporation Act  of  the  State  of  Oklahoma,  said Board of Directors, by
unanimous written consent, adopted the following  resolution  which remains
in full force and effect as of the date hereof:

     RESOLVED,  that  pursuant  to  the  authority  vested in the Board  of
Directors of the Corporation (the "Board of Directors")  by its Certificate
of   Incorporation   (hereinafter  referred  to  as  the  "Certificate   of
Incorporation"), the Board  of  Directors does hereby authorize and provide
for the issuance of Class C Preferred  Stock,  $1.00  par  value per share,
consisting   of   100,000   shares,   having  the  following  designations,
preferences  and  relative  and  other  special   rights,   qualifications,
limitations and restrictions:

     1.   DESIGNATION.   The  designation  of  such  class is "Class  C  8%
Cumulative,  Non-Voting, Non-Convertible Preferred Stock"  (hereinafter  in
this Certificate  of Designation called the "Class C Preferred Stock"), and
the number of shares constituting such class shall be 100,000, which number
may not be decreased  or increased by the Board of Directors without a vote
of  stockholders.   All capitalized  terms  used  in  this  Certificate  of
Designation and not otherwise  defined shall have the meaning given to such
terms in Section 10 hereof.

     2.   DIVIDENDS.     (a)  The  holders  of  shares of Class C Preferred
Stock,  in  preference to the holders of the Junior  Securities,  shall  be
entitled to receive,  out  of  funds  legally  available  for  the purpose,
cumulative  dividends  as  provided  in this Section 2.  Dividends on  each
share of Class C Preferred Stock shall  accrue  on  a  daily  basis  at the
Applicable  Rate  on  the  sum  of  (i)  the Liquidation Value and (ii) all
accumulated and unpaid dividends thereon from  the  date of issuance to the
end  of  the immediately preceding calendar year and shall  be  payable  as
provided in  subparagraph  (b)  of  this  Section  2.   Accrued  but unpaid
dividends will be compounded annually on December 31 of each year  (each  a
"dividend date") (the initial such calculation to be made at the Applicable
Rate  for  the number of days elapsed from the date of issue of the Class C
Preferred Stock  to  and  including  the 31st day of December, 1997).  Such
dividends shall commence to accrue on each share of Class C Preferred Stock
from the date of issuance thereof whether  or  not declared by the Board of
Directors, and whether or not there are profits,  surplus or other funds of
the Corporation legally available for the payment of  dividends,  and shall
continue  to  accrue  thereon until the date the Liquidation Value of  such
share  (plus all accrued  and  unpaid  dividends  thereon)  is  paid.   For
purposes  of  determining  the  amount  of dividends accrued on the Class C
Preferred Stock pursuant to this Section  2  in  connection  with the sale,
redemption  or  repurchase of any Class C Preferred Stock which  may  occur
prior to December 31 of any year, the Applicable Rate for such period shall
be multiplied by a fraction, the numerator of which is the actual number of
days elapsed in the then current year and the denominator of which is 365.

     (b)  Subject to any applicable prohibition on the payment of dividends
in the Financing  Agreement, dividends accrued on each outstanding share of
Class C Preferred Stock  may  be paid when, as and if declared by the Board
of Directors.   Further, upon the  earliest  to occur of (i) a voluntary or
involuntary liquidation, dissolution or winding  up  of  the affairs of the
Corporation, (ii) a merger or consolidation of the Corporation into or with
another corporation in which the shareholders of this Corporation shall own
less than 50% of the voting securities of the surviving corporation  or its
parent, (iii) the sale, transfer or lease (but not including a transfer  or
lease  by pledge or mortgage to a bona fide lender) of all or substantially
all of the assets of the Corporation, and (iv) the consummation of a Public
Offering  of the Corporation's Common Stocks (each a "Trigger Event"), each
holder of Class C Preferred Stock shall be entitled to receive dividends on
each share  of  the  Class C Preferred Stock then held by such holder in an
amount equal to the accumulated  and  unpaid  dividends  on  such  Class  C
Preferred  Stock  from the date of issuance to the date of such payment (as
used in this Section  2,  the  "Accrued  Dividend").   The Accrued Dividend
shall be paid in cash.

     (c)  Except  as  otherwise  provided  herein,  if  at  any   time  the
Corporation pays less than the total amount of dividends then accrued  with
respect  to  the Class C Preferred Stock, such payment shall be distributed
ratably among  the  holders  thereof  based  upon the aggregate accrued but
unpaid dividends on the Class C Preferred Stock held by each holder.

     3.   LIQUIDATION PREFERENCE.  (a)  In the  event  of  any  liquidation,
dissolution  or  winding  up  of  the  affairs  of the  Corporation,  either
voluntarily  or  involuntarily, each holder of Class C Preferred Stock shall
be entitled, after provision for  the payment  of  the  Corporation's  debts
and other  liabilities,  to be paid in cash, before any distribution is made
on any Junior  Securities,  the aggregate Liquidation Value of all shares of
Class  C Preferred Stock held by such holder plus an amount equal to the Ac-
crued  Dividend,  whether or not declared to the date of such payment.   If, 
upon any such liquidation, dissolution or other winding up of the affairs of 
the  Corporation,  the net assets of the corporation distributable among the 
holders of all outstanding shares of  the  Class C  Preferred Stock shall be 
insufficient to permit the payment in full to such holders of the preferential 
amounts to which  they  are entitled under the Certificate of Incorporation, 
then  the  entire  net  assets  of  the Corporation  remaining after the pro-
vision  for  the  payment  of  the Corporation's  debts and other liabilities
shall be distributed among the holders of the Class C Preferred Stock ratably
in  proportion to  the full  amounts to  which  they  would  otherwise be re-
spectively entitled.

     (b)  Holders of Class C Preferred  Stock  shall not be entitled to any
additional  distribution  in the event of any liquidation,  dissolution  or
winding up of the affairs of  the Corporation in excess of the preferential
amount referred to in Section 3(a) above.

     (c)  The assets available  for  distribution pursuant to the Section 3
shall be determined by applicable law.

     (d)  The merger or consolidation  of  the  Corporation  into  or  with
another corporation in which the shareholders of this Corporation shall own
less  than 50% of the voting securities of the surviving corporation or its
parent  or  the  sale,  transfer  or lease (but not including a transfer or
lease by pledge or mortgage to a bona  fide lender) of all or substantially
all of the assets of the Corporation may  be  deemed  by the holders of the
Class C Preferred Stock to be a liquidation, dissolution  or  winding up of
the Corporation as those terms are used in this Section 3.  In the event of
such  merger,  consolidation or sale of substantially all of the  Company's
assets, the holders  of  shares  of  Class C Preferred Stock shall have the
right to preference in the merger or consolidation or upon the distribution
of assets as provided in this Section.

     (e)  In  the  event  of  any  voluntary  or  involuntary  liquidation,
dissolution or winding up of the Corporation,  the Corporation shall within
ten  (10)  days  after  the  date of the Board of Directors  approves  such
action, or twenty (20) days prior  to  any  shareholders' meeting called to
approve  such  action, or twenty (20) days after  the  commencement  of  an
involuntary proceeding,  whichever  is earliest, give each holder of shares
of Class C Preferred Stock initial written  notice  of the proposed action.
Such  initial  written  notice  shall  describe  the  material   terms  and
conditions  of such proposed action, including a description of the  stock,
cash and property  to  be  received  by  the  holders  of shares of Class C
Preferred Stock upon consummation of the proposed action  and  the  date of
delivery  thereof.   If  any  material change in the facts set forth in the
initial notice shall occur, the  Corporation  shall  promptly  give written
notice to each holder of shares of Class C Preferred Stock of such material
change.

     (f)  The Corporation shall not consummate any voluntary or involuntary
liquidation,  dissolution  or  winding  up  of  the Corporation before  the
expiration  of thirty (30) days after the mailing  of  the  initial  notice
referred to in subparagraph (e) above or ten (10) days after the mailing of
any subsequent  written notice, whichever is later; provided, that any such
30-day or 10-day  period  may  be shortened upon the written consent of the
holders of a majority of the outstanding  shares  of  the Class B Preferred
Stock voting as a single class.

     (g)  In  the  event  of  any  voluntary  or  involuntary  liquidation,
dissolution   or  winding  up  of  the  Corporation  which   will   involve
distribution of  assets  other  than  cash,  the Corporation shall promptly
engage  competent  independent appraisers to determine  the  value  of  the
assets to be distributed  to  the  holders  of  shares of Class B Preferred
Stock, Class C Preferred Stock and the holders of  shares  of  Common Stock
(it  being  understood that with respect to such valuation, the Corporation
shall engage  such  appraiser  as  shall  be  approved  by the holders of a
majority of shares of the Corporation's outstanding Common Stock and by the
holders of a majority of the outstanding shares of Class  B Preferred Stock
voting as separate classes).  The Corporation shall, upon receipt  of  such
appraiser's  valuation, give prompt written notice to each holder of shares
of Common Stock, Class B Preferred Stock and Class C Preferred Stock of the
appraiser's valuation.

     4.   VOTING.        Except  as  otherwise required by law, the holders
of the Class C Preferred Stock shall have  no voting powers whatsoever, and
no holder of Class C Preferred Stock shall vote on or otherwise participate
in any proceedings in which actions shall be  taken  by  the Corporation or
the shareholders thereof or be entitled to notification as  to  any meeting
of the Board of Directors of the shareholders.

     5.   CONVERSION RIGHTS.       Except as otherwise required by law, the
holders  of  Class C Preferred Stock shall have no rights of conversion  of
the Class C Preferred  Stock  into  any  other class of preferred or common
stock.

     6.   REDEMPTION.    (a)  At any time,  the Class C Preferred Stock may
be redeemed, in whole or in part, at the option  of the Corporation by vote
of  its  Board  of  Directors, at any time or from time  to  time,  at  the
Liquidation Value thereof  plus  an  amount equal to the sum of the Accrued
Dividends thereon, whether or not declared to the date of such payment.  In
case  of  the redemption of a part of the  outstanding  Class  C  Preferred
Stock, such  redemption shall be allocated among the holders of the Class C
Preferred Stock in proportion to each holders ownership.

     (b)  Upon  the  earlier  to  occur  of a Trigger Event or February 28,
2002, the Corporation shall redeem all the  outstanding  shares  of Class C
Preferred  Stock  at the Liquidation Value thereof plus an amount equal  to
the sum of the Accrued  Dividend  thereof,  whether  or not declared to the
date of payment.

     (c)  At  least  30  days  prior  to the date fixed for  redemption,  a
written  notice shall be provided to each  holder  of  record  of  Class  C
Preferred  Stock  to be redeemed.  Such notice shall provide the date fixed
for redemption, and  call  upon such holder to surrender to the Corporation
on such date fixed the certificate  or certificates representing the number
of shares to be redeemed.  On the date fixed for redemption, each holder of
Class C Preferred Stock to be redeemed  shall  present  and  surrender  the
certificate  or  certificates  representing such shares to the Corporation.
In case less than all of the shares represented by any such certificate are
redeemed, a new certificate shall  be  issued  representing  the unredeemed
shares.

     7.   STATUS OF REACQUIRED SHARES.  Shares  of Class C Preferred  Stock
which have been issued and reacquired in any manner  shall  have the status
of authorized and unissued shares of Class C Preferred Stock.

     8.   RESTRICTIONS.  So  long as any shares of Class C Preferred  Stock
are outstanding, no dividends  or  distributions  shall  be  made  on or in
respect  of  any  Junior  Securities  and  no  Junior  Securities  shall be
purchased  or  redeemed  directly  or  indirectly by the Corporation or any
Subsidiary without the prior written consent  of  the holders of a majority
of the outstanding shares of Class C Preferred Stock.

     9.  RANK. The  Class  C  Preferred  Stock  shall  rank   senior   upon
liquidation,  dissolution  or winding up to all Junior Securities, whenever
issued.

     10.  CERTIFICATES.   So long  as  any  shares of the Class C Preferred
Stock are outstanding, there shall be set forth on the face or back of each
stock  certificate  issued  by  the  Corporation  a   statement   that  the
Corporation  shall  furnish  without  charge  to  each  shareholder  who so
requests,  a  full  statement  of  the  designation  and  relative  rights,
preferences  and limitations of each class of stock or series thereof  that
the Corporation is authorized to issue and of the authority of the Board of
Directors  to designate  and  fix  the  relative  rights,  preferences  and
limitations of each series.

     11.  DEFINITIONS.

          "Applicable Rate" means 8% per annum.

          "Certificate   of   Designation"   means   this   Certificate  of
Designations,  Preferences  and  Relative  and  Other  Special  Rights  and
Qualifications,  Limitations  and  Restrictions  of  the  Class C Preferred
Stock.

          "Certificate   of   Incorporation"   means  the  Certificate   of
Incorporation of the Company.

          "Class  A Common Stock" means the Corporation's  Class  A  Common
Stock, $1.00 par value per share.

          "Class B  Common  Stock"  means  the Corporation's Class B Common
Stock, $1.00 par value per share.

          "Class  B  Preferred  Stock"  means  the  Corporation's  Class  B
Preferred Stock, $1.00 par value per share.

          "Class C Common Stock" means the Corporation's Class C Non-Voting
Common Stock, $1.00 par value per share.

          "Class  C  Preferred Stock" means the Corporation's  Class  C  8%
Cumulative, Non-Voting,  Non-Convertible  Preferred  Stock, $1.00 par value
per share, as in effect the date hereof.

          "Common  Stock" means the Class A Common Stock,  Class  B  Common
Stock and Class C Common Stock.

          "Financing  Agreement"  means  that  certain  Second  Amended and
Restated   Credit  Agreement  dated  as  of  February  26,   1997,  between
CoreStates Bank,  N.A., in its capacity as Administrative Agent and a Bank,
the other Banks listed therein, and the Corporate Borrowers listed therein,
or any credit agreement  evidencing  a  senior debt facility which replaces
the  facility  evidenced  by  such  Second  Amended   and  Restated  Credit
Agreement.

          "Junior Securities" means any of the Corporation's  Common  Stock
and  all  other  equity  securities  of  the Corporation other than Class C
Preferred Stock.

          "Liquidation Value" of any share of Class C Preferred Stock shall
be sixteen dollars and fifty-six cents ($16.56).

          "Person"   means   an   individual,   partnership,   corporation,
association,  trust,  joint venture, unincorporated  organization  and  any
government, governmental  department  or  agency  or  political subdivision
thereof.

          "Public  Offering" means any offering by the Corporation  of  its
equity securities to  the  public  pursuant  to  an  effective registration
statement  under  the  Securities  Act of 1933 or any comparable  statement
under any similar federal statute then  in force, other than an offering of
shares  being  issued  as  consideration  in  a   business  acquisition  or
combination or an offering in connection with an employee benefit plan.

          "Subsidiary" means, with respect to any Person,  any corporation,
partnership,  association  or  other  business  entity  of which (i)  if  a
corporation,  a  majority  of  the  total voting power of shares  of  stock
entitled (without regard to the occurrence  of  any contingency) to vote in
the  election of directors, managers or trustees thereof  is  at  the  time
owned  or controlled, directly or indirectly, by that Person or one or more
of the other  Subsidiaries of that Person or a combination thereof, or (ii)
if a partnership,  association  or other business entity, a majority of the
partnership or other similar ownership  interest  thereof  is  at  the time
owned  or controlled, directly or indirectly, by any Person or one or  more
Subsidiaries of that person or a combination thereof.  For purposes hereof,
a Person  or  Persons shall be deemed to have a majority ownership interest
in a partnership,  association,  or other business entity if such Person or
Persons shall be allocated a majority  of partnership, association or other
business entity gains or losses or shall be or control the managing general
partner of such partnership, association or other business entity.

          11.  SEVERABILITY OF PROVISIONS.   If  any  right,  preference or
limitation of the Class C Preferred Stock set forth in this Resolution  (as
such  Resolution  may be amended from time to time) is invalid, unlawful or
incapable of being  enforced  by  reason of any rule, law or public policy,
all other rights, preferences and limitations  set forth in this Resolution
(as so amended) which can be given effect without  the invalid, unlawful or
unenforceable right, preference or limitation shall,  nevertheless,  remain
in full force and effect, and no right, preference or limitation herein set
forth  shall  be  deemed  dependent  upon  any  other  right, preference or
limitation unless so expressed herein.

     IN WITNESS WHEREOF, the Corporation has caused this  Certificate to be
signed  by  Everett  Dobson, its President, and attested to by  Stephen  T.
Dobson, its Secretary this 24th day of February, 1997.


                              By: EVERETT R. DOBSON
                                  Everett R. Dobson
                                  President
ATTEST:

STEPHEN T. DOBSON
Stephen T. Dobson
Secretary

<PAGE>

                   OFFICE OF THE SECRETARY OF STATE
                         STATE OF OKLAHOMA

             [GREAT SEAL OF THE STATE OF OKLAHOMA -- 1907]

                      CERTIFICATE OF CORRECTION

WHEREAS, the Certificate of Correction of,

                  DOBSON COMMUNICATIONS CORPORATION

has been filed in the office of the Secretary of State as provided by the 
laws of the State of Oklahoma.

     NOW THEREFORE, I, the undersigned, Secretary of State of the State of
Oklahoma, by virtue of the powers vested in me by law, do hereby issue this
certificate evidencing such filing.

     IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the
Great Seal of the State of Oklahoma.


[Great Seal of the State            Filed in the City of Oklahoma City this
 of Oklahoma -- 1907]               23rd day of May, 1997.

                                    TOM COLE
                                    Secretary of State

                                    By: BETH GARNER

<PAGE>
                 DOBSON COMMUNICATIONS CORPORATION
              (FORMERLY, DOBSON HOLDINGS CORPORATION)

                     CERTIFICATE OF CORRECTION
                                OF
           CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                RELATIVE AND OTHER SPECIAL RIGHTS,
               AND QUALIFICATIONS, LIMITATIONS, AND
              RESTRICTIONS OF CLASS A PREFERRED STOCK


     Pursuant  to  Section  7 of the Oklahoma General Corporation Act, this
Certificate of Correction is  filed with the Oklahoma Secretary of State to
correct an inaccurate recording  of  a  corporate action of the above named
corporation.

     The inaccurate portions of the corporate  record  are contained in the
Certificate  of  Designations, Preferences and Relative and  Other  Special
Rights,  and Qualifications,  Limitations,  and  Restrictions  of  Class  A
Preferred  Stock  of  Dobson  Communications  Corporation  filed  with  the
Oklahoma Secretary of State on February 25, 1997.   Such portions stated as
follows:

     "8.  RANK.       The  Class  A  Preferred Stock shall rank senior upon
liquidation, dissolution or winding up  to  all Junior Securities, whenever
issued."

     (Under 10. DEFINITIONS.)

          "Applicable Rate" means 5% per annum.

     Such  portions  of  the Certificate of Designations  of  the  Class  A
Preferred Stock are inaccurate  and should be deleted and replaced with the
following:

     "8.  RANK.      The Class A  Preferred  Stock  shall  rank senior upon
liquidation,  dissolution or winding up to all Junior Securities,  whenever
issued.  The Class  A Preferred Stock shall rank junior as to dividends and
upon liquidation, dissolution  or winding up to the Class B Preferred Stock
and the Class C Preferred Stock."

     (Under 10. DEFINITIONS.)

     THE TERM "APPLICABLE RATE" IS TO BE DELETED.

     IN WITNESS WHEREOF, the Corporation  has  caused  this  Certificate of
Correction to be signed by Everett Dobson, its President, and  attested  to
by Stephen T. Dobson, its Secretary this 22nd day of May, 1997.


                              By: EVERETT R. DOBSON
                                  Everett R. Dobson
                                  President
ATTEST:

STEPHEN T. DOBSON
Stephen T. Dobson
Secretary

<PAGE>

                     OFFICE OF THE SECRETARY OF STATE
                           STATE OF OKLAHOMA

             [GREAT SEAL OF THE STATE OF OKLAHOMA  -- 1907]


WHEREAS, the Certificate of Correction of,

                    DOBSON COMMUNICATIONS CORPORATION

has been filed in the office of the Secretary of State as provided by the 
laws of the State of Oklahoma.

     NOW THEREFORE, I, the undersigned, Secretary of State of the State of
Oklahoma, by virtue of the powers vested in me by law, do hereby issue this
certificate evidencing such filing.

     IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the
Great Seal of the State of Oklahoma.



[Great Seal of the State              Filed in the City of Oklahoma City this
  of Oklahoma -- 1907]                23rd day of May, 1997.

                                      TOM COLE
                                      Secretary of State

                                      By:  BETH GARNER
<PAGE>

                 DOBSON COMMUNICATIONS CORPORATION
              (FORMERLY, DOBSON HOLDINGS CORPORATION)

                     CERTIFICATE OF CORRECTION
                                OF
           CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                RELATIVE AND OTHER SPECIAL RIGHTS,
               AND QUALIFICATIONS, LIMITATIONS, AND
              RESTRICTIONS OF CLASS C PREFERRED STOCK


     Pursuant  to  Section  7 of the Oklahoma General Corporation Act, this
Certificate of Correction is  filed with the Oklahoma Secretary of State to
correct an inaccurate recording  of  a  corporate action of the above named
corporation.

     The inaccurate portion of the corporate  record  is  contained  in the
Certificate  of  Designations,  Preferences  and Relative and Other Special
Rights,  and  Qualifications,  Limitations,  and Restrictions  of  Class  C
Preferred  Stock  of  Dobson  Communications  Corporation  filed  with  the
Oklahoma Secretary of State on February 27, 1997.    Such portion stated as
follows:

     (Under 10. DEFINITIONS.)

          "Liquidation Value" of any share of Class C Preferred Stock shall
be sixteen dollars and fifty-six cents ($16.56).

     Such  portion  of  the  Certificate  of Designations of  the  Class  C
Preferred Stock is inaccurate and should be  deleted  and replaced with the
following:

     (Under 10. DEFINITIONS.)

          "Liquidation Value" of any share of Class C Preferred Stock shall
be $16.23329.

     IN  WITNESS  WHEREOF, the Corporation has caused this  Certificate  of
Correction to be signed  by  Everett Dobson, its President, and attested to
by Stephen T. Dobson, its Secretary this 22nd day of May, 1997.


                              By: EVERETT R. DOBSON
                                  Everett R. Dobson
                                  President
ATTEST:

STEPHEN T. DOBSON
Stephen T. Dobson
Secretary