##### 









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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Form 10-Q

|   |  |                                                                                             
|-- |  | --------------------------------------------------------------------------------------------
|þ  |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|  
|   |  | For the Quarterly Period Ended
    September 30, 2002                                       
|  
|or
|  
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  
|   |  | For the transition period
    from           to                                             

Commission file no. 000-29225



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Dobson Communications Corporation

(Exact name of registrant as specified in its
charter)


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

(405) 529-8500

(Registrants telephone number, including
area code)




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

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

As of November 1, 2002, there were
35,131,837 shares of registrants $.001 par value
Class A Common Stock outstanding and 54,977,481 shares
of the registrants $.001 par value Class B
Common Stock outstanding.



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##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES

INDEX TO FORM 10-Q

|         |   |  |  |                                                                                                                         |  |  |    | 
|-------- | - |  |  | ----------------------------------------------------------------------------------------------------------------------- |  |  | -- | 
|Item     |   |  |  |                                                                                                                        
|Number   |   |  |  | Page                                                                                                                   
|         |   |  |  |                                                                                                                        
|         |   |  |  | PART I.                                                                                                                 |  |  |    | 
|         |   |  |  | FINANCIAL INFORMATION                                                                                                   |  |  |    | 
|         | 1 |  |  | Condensed Consolidated Financial Statements
    (Unaudited):                                                            |  |  |    | 
|         |   |  |  | Condensed Consolidated Balance Sheets as of
    September 30, 2002 and December 31, 2001                                |  |  | 1  | 
|         |   |  |  | Condensed Consolidated Statements of Operations
    for the Three and Nine Months Ended September 30, 2002 and
    2001 |  |  | 2  | 
|         |   |  |  | Condensed Consolidated Statement of
    Stockholders Deficit for the Nine Months Ended
    September 30, 2002          |  |  | 3  | 
|         |   |  |  | Condensed Consolidated Statements of Cash Flows
    for the Nine Months Ended September 30, 2002 and 2001               |  |  | 4  | 
|         |   |  |  | Notes to Condensed Consolidated Financial
    Statements                                                                |  |  | 5  | 
|         | 2 |  |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations                               |  |  | 16 | 
|         | 3 |  |  | Quantitative and Qualitative Disclosure about
    Market Risk                                                           |  |  | 33 | 
|         | 4 |  |  | Controls and Procedures                                                                                                 |  |  | 34 | 
|PART II.
|         |   |  |  | OTHER INFORMATION                                                                                                       |  |  |    | 
|         | 1 |  |  | Legal Proceedings                                                                                                       |  |  | 35 | 
|         | 2 |  |  | Changes in Securities and Use of Proceeds                                                                               |  |  | 35 | 
|         | 3 |  |  | Defaults Upon Senior Securities                                                                                         |  |  | 35 | 
|         | 4 |  |  | Submission of Matters to a Vote of Security
    Holders                                                                 |  |  | 35 | 
|         | 5 |  |  | Other Information                                                                                                       |  |  | 35 | 
|         | 6 |  |  | Exhibits and Reports on Form 8-K                                                                                        |  |  | 35 | 



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##### 



PART I.

FINANCIAL INFORMATION

Item 1.     Financial
Statements



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


CONDENSED CONSOLIDATED BALANCE
SHEETS

|                                          |                                                                                                                                                                                    |                             |                                             |               |               |               |             |               |               |               | 
|----------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ------------------------------------------- | ------------- | ------------- | ------------- | ----------- | ------------- | ------------- | ------------- | 
|                                          |                                                                                                                                                                                    | September 30,               |                                             | December 31, 
|                                          |                                                                                                                                                                                    | 2002                        |                                             | 2001         
|                                          |                                                                                                                                                                                    |                             |                                             |              
|                                          |                                                                                                                                                                                    | (Unaudited)                 |                                             |              
|ASSETS                                   
|CURRENT ASSETS:                           |                                                                                                                                                                                    |                             |                                             |               |               |               |             |              
|                                          | Cash and cash equivalents                                                                                                                                                          |                             | $                                           | 287,270,929   |               |               | $           | 161,568,162   |              
|                                          | Accounts receivable                                                                                                                                                               |                             |                                             |               |               |               |             |               |              
|                                          |                                                                                                                                                                                    | Customers, net              |                                             |               | 75,465,541    |               |             |               | 83,769,879    |              
|                                          |                                                                                                                                                                                    | Affiliates                  |                                             |               |              |               |             |               | 19,065,333    |              
|                                          | Inventory                                                                                                                                                                          |                             |                                             | 10,976,043    |               |               |             | 22,538,344    |              
|                                          | Deposits                                                                                                                                                                           |                             |                                             |              |               |               |             | 91,205,000    |              
|                                          | Prepaid expenses and other                                                                                                                                                         |                             |                                             | 8,265,038     |               |               |             | 7,929,074     |              
|                                          |                                                                                                                                                                                    |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                                    | Total current assets        |                                             |               | 381,977,551   |               |             |               | 386,075,792   |              
|                                          |                                                                                                                                                                                    |                             |                                             |               |               |               |             |              
|PROPERTY, PLANT AND EQUIPMENT, net        |                                                                                                                                                                                    |                             | 301,551,129                                 |               |               |               | 296,195,780 |              
|                                          |                                                                                                                                                                                    |                             |                                             |               |               |               |             |              
|OTHER ASSETS:                             |                                                                                                                                                                                    |                             |                                             |               |               |               |             |              
|                                          | Receivables  affiliate                                                                                                                                                            |                             |                                             | 369,677       |               |               |             | 924,303       |              
|                                          | Restricted assets                                                                                                                                                                  |                             |                                             | 14,143,159    |               |               |             |              |              
|                                          | Wireless license acquisition costs, net                                                                                                                                            |                             |                                             | 1,178,414,250 |               |               |             | 1,232,032,556 |              
|                                          | Deferred financing costs, net                                                                                                                                                      |                             |                                             | 61,502,024    |               |               |             | 69,426,525    |              
|                                          | Other intangibles, net                                                                                                                                                             |                             |                                             | 21,467,677    |               |               |             | 32,036,838    |              
|                                          | Investment in joint venture                                                                                                                                                        |                             |                                             |              |               |               |             | 309,420,407   |              
|                                          | Deposits, net of current portion                                                                                                                                                   |                             |                                             | 18,009,800    |               |               |             | 18,009,800    |              
|                                          | Other non-current assets                                                                                                                                                           |                             |                                             | 8,812,981     |               |               |             | 9,853,003     |              
|                                          | Assets of discontinued operations                                                                                                                                                  |                             |                                             |              |               |               |             | 215,152,441   |              
|                                          |                                                                                                                                                                                    |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                                    | Total other assets          |                                             |               | 1,302,719,568 |               |             |               | 1,886,855,873 |              
|                                          |                                                                                                                                                                                    |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                                    |                             | Total assets                                |               | $             | 1,986,248,248 |             |               |               | 2,569,127,445 | 
|                                          |                                                                                                                                                                                    |                             |                                             |               |               |               |             |              
|LIABILITIES AND STOCKHOLDERS
    DEFICIT
|CURRENT LIABILITIES:                      |                                                                                                                                                                                    |                             |                                             |               |               |               |             |              
|                                          | Accounts payable                                                                                                                                                                   |                             | $                                           | 51,779,852    |               |               | $           | 72,747,252    |              
|                                          | Accrued expenses                                                                                                                                                                   |                             |                                             | 41,936,238    |               |               |             | 45,313,769    |              
|                                          | Deferred revenue and customer deposits                                                                                                                                             |                             |                                             | 14,832,396    |               |               |             | 14,399,829    |              
|                                          | Current portion of long-term debt                                                                                                                                                  |                             |                                             | 44,885,387    |               |               |             | 44,508,645    |              
|                                          | Accrued dividends payable                                                                                                                                                          |                             |                                             | 36,264,637    |               |               |             | 25,657,635    |              
|                                          | Current portion of obligations under capital
    leases                                                                                                                            |                             |                                             | 1,691,320     |               |               |             | 1,532,486     |              
|                                          |                                                                                                                                                                                    |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                                    | Total current liabilities   |                                             |               | 191,389,830   |               |             |               | 204,159,616   |              
|                                          |                                                                                                                                                                                    |                             |                                             |               |               |               |             |              
|OTHER LIABILITIES:                        |                                                                                                                                                                                    |                             |                                             |               |               |               |             |              
|                                          | Long-term debt, net of current portion                                                                                                                                             |                             |                                             | 1,231,646,693 |               |               |             | 1,576,372,307 |              
|                                          | Deferred tax liabilities                                                                                                                                                           |                             |                                             | 105,281,882   |               |               |             | 97,221,243    |              
|                                          | Minority interest                                                                                                                                                                  |                             |                                             | 9,623,224     |               |               |             | 9,005,108     |              
|                                          | Other non-current liabilities                                                                                                                                                      |                             |                                             | 5,355,868     |               |               |             | 16,885,394    |              
|                                          | Liabilities of discontinued operations                                                                                                                                             |                             |                                             |              |               |               |             | 30,568,672    |              
|                                          | Commitments (Note 9)                                                                                                                                                               |                             |                                             |               |               |               |             |               |              
|                                          | Senior exchangeable preferred stock, net                                                                                                                                           |                             |                                             | 651,884,738   |               |               |             | 591,915,295   |              
|                                          | Series AA preferred stock                                                                                                                                                          |                             |                                             | 200,000,000   |               |               |             | 200,000,000   |              
|STOCKHOLDERS DEFICIT:                    |                                                                                                                                                                                    |                             |                                             |               |               |               |             |              
|                                          | Class A Common Stock, $.001 par value,
    175,000,000 share authorized and 39,700,968 and 39,682,561
    issued at September 30, 2002 and December 31, 2001,
    respectively     |                             |                                             | 39,701        |               |               |             | 39,683        |              
|                                          | Class B Common Stock, $.001 par value,
    70,000,000 shares authorized and 54,977,481 and
    54,995,888 shares issued September 30, 2002 and
    December 31, 2001, respectively |                             |                                             | 54,978        |               |               |             | 54,996        |              
|                                          | Class C Common Stock, $.001 par value,
    4,226 shares authorized and zero shares issued at
    September 30, 2002 and December 31, 2001                                          |                             |                                             |              |               |               |             |              |              
|                                          | Class D Common Stock, $.001 par value,
    33,000 shares authorized and zero shares issued at
    September 30, 2002 and December 31, 2001                                         |                             |                                             |              |               |               |             |              |              
|                                          | Paid-in capital                                                                                                                                                                    |                             |                                             | 606,186,298   |               |               |             | 606,454,999   |              
|                                          | Retained deficit                                                                                                                                                                   |                             |                                             | (975,339,079  | )             |               |             | (728,939,087  | )            
|                                          | Accumulated other comprehensive loss, net of
    income tax benefit of $1,687,568 and $10,767,246 at
    September 30, 2002 and December 31, 2001, respectively                    |                             |                                             | (2,753,400    | )             |               |             | (16,150,869   | )            
|                                          | Less 4,569,131 and 2,117,600 common shares held
    in treasury, at cost at September 30, 2002 and
    December 31, 2001, respectively                                             |                             |                                             | (26,256,499   | )             |               |             | (18,459,912   | )            
|                                          | Less 41,098 and zero preferred shares held in
    treasury, at cost at September 30, 2002 and
    December 31, 2001, respectively                                                  |                             |                                             | (10,865,986   | )             |               |             |              |              
|                                          |                                                                                                                                                                                    |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                                    | Total stockholders deficit |                                             |               | (408,933,987  | )             |             |               | (157,000,190  | )            
|                                          |                                                                                                                                                                                    |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                                    |                             | Total liabilities and stockholders deficit |               | $             | 1,986,248,248 |             |               | $             | 2,569,127,445 | 
|                                          |                                                                                                                                                                                    |                             |                                             |               |               |               |             |              

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

1



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##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |              |             | 
|----------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------ | ----------- | ----------------- | ----------- | ---- | ----------- | ----------- | ----------- | - | ------------ | ------------ | ----------- | - | ------------ | ------------ | ----------- | 
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                  
|                                                                                                            |                                                                                                                                                                                                                                                                | Three Months Ended       |             | Nine Months Ended
|                                                                                                            |                                                                                                                                                                                                                                                                | September 30,            |             | September 30,    
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                  
|                                                                                                            |                                                                                                                                                                                                                                                                | 2002                     |             | 2001              |             | 2002 |             | 2001       
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |            
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                  
|                                                                                                            |                                                                                                                                                                                                                                                                | (Unaudited)              |             | (Unaudited)      
|OPERATING REVENUE:                                                                                          |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|                                                                                                            | Service revenue                                                                                                                                                                                                                                                |                          | $           | 97,793,751        |             |      | $           | 86,962,464  |             |   | $            | 278,757,335  |             |   | $            | 243,669,931  |            
|                                                                                                            | Roaming revenue                                                                                                                                                                                                                                                |                          |             | 65,312,354        |             |      |             | 72,209,419  |             |   |              | 178,067,064  |             |   |              | 187,687,486  |            
|                                                                                                            | Equipment and other revenue                                                                                                                                                                                                                                    |                          |             | 6,000,258         |             |      |             | 5,671,949   |             |   |              | 15,287,909   |             |   |              | 17,924,983   |            
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|                                                                                                            |                                                                                                                                                                                                                                                                | Total operating revenue  |             |                   | 169,106,363 |      |             |             | 164,843,832 |   |              |              | 472,112,308 |   |              |              | 449,282,400 | 
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|OPERATING EXPENSES:                                                                                         |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|                                                                                                            | Cost of service (exclusive of items shown
    separately below)                                                                                                                                                                                                |                          |             | 42,058,328        |             |      |             | 44,846,446  |             |   |              | 125,915,014  |             |   |              | 122,510,149  |            
|                                                                                                            | Cost of equipment                                                                                                                                                                                                                                              |                          |             | 12,124,301        |             |      |             | 12,678,563  |             |   |              | 34,754,184   |             |   |              | 38,814,689   |            
|                                                                                                            | Marketing and selling                                                                                                                                                                                                                                          |                          |             | 19,064,343        |             |      |             | 18,658,945  |             |   |              | 56,062,889   |             |   |              | 55,883,205   |            
|                                                                                                            | General and administrative                                                                                                                                                                                                                                     |                          |             | 20,509,625        |             |      |             | 19,003,791  |             |   |              | 59,702,074   |             |   |              | 56,450,063   |            
|                                                                                                            | Depreciation and amortization                                                                                                                                                                                                                                  |                          |             | 23,019,585        |             |      |             | 46,430,126  |             |   |              | 66,083,807   |             |   |              | 136,306,592  |            
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|                                                                                                            |                                                                                                                                                                                                                                                                | Total operating expenses |             |                   | 116,776,182 |      |             |             | 141,617,871 |   |              |              | 342,517,968 |   |              |              | 409,964,698 | 
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|OPERATING INCOME                                                                                            |                                                                                                                                                                                                                                                                |                          | 52,330,181  |                   |             |      | 23,225,961  |             |             |   | 129,594,340  |              |             |   | 39,317,702   |             
|OTHER (EXPENSE) INCOME:                                                                                     |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|                                                                                                            | Interest expense                                                                                                                                                                                                                                               |                          |             | (31,058,540       | )           |      |             | (35,221,165 | )           |   |              | (91,956,049  | )           |   |              | (111,349,744 | )          
|                                                                                                            | Other income, net                                                                                                                                                                                                                                              |                          |             | 562,208           |             |      |             | 2,140,053   |             |   |              | 3,329,906    |             |   |              | 5,689,463    |            
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|INCOME (LOSS) BEFORE MINORITY INTERESTS IN
    INCOME OF SUBSIDIARIES, INCOME TAXES AND EXTRAORDINARY ITEMS |                                                                                                                                                                                                                                                                |                          | 21,833,849  |                   |             |      | (9,855,151  | )           |             |   | 40,968,197   |              |             |   | (66,342,579  | )           
|MINORITY INTERESTS IN INCOME OF SUBSIDIARIES                                                                |                                                                                                                                                                                                                                                                |                          | (2,082,101  | )                 |             |      | (1,649,755  | )           |             |   | (5,179,278   | )            |             |   | (4,398,178   | )           
|LOSS FROM INVESTMENT IN JOINT VENTURE                                                                       |                                                                                                                                                                                                                                                                |                          |            |                   |             |      | (15,352,286 | )           |             |   | (184,380,882 | )            |             |   | (50,691,330  | )           
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|INCOME (LOSS) BEFORE INCOME TAXES                                                                           |                                                                                                                                                                                                                                                                |                          | 19,751,748  |                   |             |      | (26,857,192 | )           |             |   | (148,591,963 | )            |             |   | (121,432,087 | )           
|                                                                                                            | Income tax (expense) benefit                                                                                                                                                                                                                                   |                          |             | (7,505,667        | )           |      |             | 4,574,402   |             |   |              | 46,440,211   |             |   |              | 27,065,028   |            
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|INCOME (LOSS) FROM CONTINUING OPERATIONS                                                                    |                                                                                                                                                                                                                                                                |                          | 12,246,081  |                   |             |      | (22,282,790 | )           |             |   | (102,151,752 | )            |             |   | (94,367,059  | )           
|DISCONTINUED OPERATIONS: (Note 3)                                                                           |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|                                                                                                            | (Loss) income from discontinued operations, net
    of income tax benefit (expense) of $481,260 for the three
    months ended September 30, 2001, and $(3,138,737) and
    $2,599,074 for the nine months ended September 30, 2002 and
    2001, respectively |                          |             |                  |             |      |             | (443,230    | )           |   |              | 5,121,097    |             |   |              | (3,898,610   | )          
|                                                                                                            | Loss from discontinued operations from investment
    in joint venture                                                                                                                                                                                         |                          |             |                  |             |      |             | (222,833    | )           |   |              | (326,955     | )           |   |              | (644,703     | )          
|                                                                                                            | Gain from sale of discontinued operations, net of
    income tax expense of $59,164,138 for the nine months ended
    September 30, 2002                                                                                                                       |                          |             |                  |             |      |             |            |             |   |              | 88,314,922   |             |   |              |             |            
|                                                                                                            | Gain from sale of discontinued operations from
    investment in joint venture                                                                                                                                                                                 |                          |             |                  |             |      |             |            |             |   |              | 6,736,056    |             |   |              |             |            
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
    CHANGE IN ACCOUNTING PRINCIPLE:                               |                                                                                                                                                                                                                                                                |                          | 12,246,081  |                   |             |      | (22,948,853 | )           |             |   | (2,306,632   | )            |             |   | (98,910,372  | )           
|                                                                                                            | Cumulative effect of change in accounting
    principle, net of income tax benefit of $20,406,000
    (Note 10)                                                                                                                                                |                          |             |                  |             |      |             |            |             |   |              | (33,294,000  | )           |   |              |             |            
|                                                                                                            | Cumulative effect of change in accounting
    principle from investment in joint venture                                                                                                                                                                       |                          |             |                  |             |      |             |            |             |   |              | (140,820,000 | )           |   |              |             |            
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS:                                                                   |                                                                                                                                                                                                                                                                |                          | 12,246,081  |                   |             |      | (22,948,853 | )           |             |   | (176,420,632 | )            |             |   | (98,910,372  | )           
|                                                                                                            | Extraordinary gain, net of income tax expense of
    $1,002,356 (Note 5)                                                                                                                                                                                       |                          |             | 1,634,259         |             |      |             |            |             |   |              | 1,634,259    |             |   |              |             |            
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|NET INCOME (LOSS)                                                                                           |                                                                                                                                                                                                                                                                |                          | 13,880,340  |                   |             |      | (22,948,853 | )           |             |   | (174,786,373 | )            |             |   | (98,910,372  | )           
|DIVIDENDS ON PREFERRED STOCK                                                                                |                                                                                                                                                                                                                                                                |                          | (24,753,245 | )                 |             |      | (22,426,944 | )           |             |   | (71,613,619  | )            |             |   | (63,432,867  | )           
|EXCESS OF CARRYING VALUE OVER REPURCHASE PRICE OF
    PREFERRED STOCK                                       |                                                                                                                                                                                                                                                                |                          | 30,232,014  |                   |             |      |            |             |             |   | 30,232,014   |              |             |   |             |             
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|EARNINGS APPLICABLE TO COMMON STOCKHOLDERS                                                                  |                                                                                                                                                                                                                                                                | $                        | 19,359,109  |                   |             | $    | (45,375,797 | )           |             | $ | (216,167,978 | )            |             | $ | (162,343,239 | )           
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|BASIC EARNINGS APPLICABLE TO COMMON STOCKHOLDERS
    PER COMMON SHARE:                                      |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|                                                                                                            | Continuing operations                                                                                                                                                                                                                                          |                          |             | 0.13              |             |      |             | (0.23       | )           |   |              | (1.12        | )           |   |              | (1.00        | )          
|                                                                                                            | Discontinued operations                                                                                                                                                                                                                                        |                          |             |                  |             |      |             | (0.01       | )           |   |              | 1.10         |             |   |              | (0.05        | )          
|                                                                                                            | Change in accounting principle                                                                                                                                                                                                                                 |                          |             |                  |             |      |             |            |             |   |              | (1.92        | )           |   |              |             |            
|                                                                                                            | Extraordinary gain                                                                                                                                                                                                                                             |                          |             | 0.02              |             |      |             |            |             |   |              | 0.02         |             |   |              |             |            
|                                                                                                            | Dividends on and repurchase of preferred stock                                                                                                                                                                                                                 |                          |             | 0.06              |             |      |             | (0.24       | )           |   |              | (0.46        | )           |   |              | (0.67        | )          
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|TOTAL BASIC AND DILUTED EARNINGS APPLICABLE TO
    COMMON STOCKHOLDERS PER COMMON SHARE                     |                                                                                                                                                                                                                                                                | $                        | 0.21        |                   |             | $    | (0.48       | )           |             | $ | (2.38        | )            |             | $ | (1.72        | )           
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             
|BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING                                            |                                                                                                                                                                                                                                                                |                          | 90,151,246  |                   |             |      | 94,208,662  |             |             |   | 90,861,205   |              |             |   | 94,166,437   |             
|                                                                                                            |                                                                                                                                                                                                                                                                |                          |             |                   |             |      |             |             |             |   |              |              |             |   |              |             

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

2



---



##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF
STOCKHOLDERS DEFICIT

For the Nine Months Ended September 30,
2002


|                                                                                                      |  |                       |              |              |  |              |            |         |  |             |        |               |  |          |            |               |  |               |        |         |  |   |             |   |  |   |              |   |  |   |             |   |  |   |             |   |  |   |              |  
|----------------------------------------------------------------------------------------------------- |  | --------------------- | ------------ | ------------ |  | ------------ | ---------- | ------- |  | ----------- | ------ | ------------- |  | -------- | ---------- | ------------- |  | ------------- | ------ | ------- |  | - | ----------- | - |  | - | ------------ | - |  | - | ----------- | - |  | - | ----------- | - |  | - | ------------ | -
|                                                                                                      |  |                      
|                                                                                                      |  | Stockholders Deficit
|                                                                                                      |  |                      
|                                                                                                      |  |                       |              |              |  |              |            |        
|                                                                                                      |  |                       |              | Class A      |  | Class B      |            |         |  | Accumulated |        |              
|                                                                                                      |  |                       |              | Common Stock |  | Common Stock |            |         |  | Other       |        |               |  | Total   
|                                                                                                      |  | Comprehensive         |              |              |  |              |            | Paid-in |  | Retained    |        | Comprehensive |  | Treasury |            | Stockholders
|                                                                                                      |  | Loss                  |              | Shares       |  | Amount       |            | Shares  |  | Amount      |        | Capital       |  | Deficit  |            | Loss          |  | Stock at Cost |        | Deficit
|                                                                                                      |  |                       |              |              |  |              |            |         |  |             |        |               |  |          |            |               |  |               |        |        
|                                                                                                      |  |                      
|                                                                                                      |  | (Unaudited)          
|DECEMBER 31, 2001                                                                                     |  |                       |             |              |  |              | 39,682,561 |         |  | $           | 39,683 |               |  |          | 54,995,888 |               |  | $             | 54,996 |         |  | $ | 606,454,999 |   |  | $ | (728,939,087 | ) |  | $ | (16,150,869 | ) |  | $ | (18,459,912 | ) |  | $ | (157,000,190 | )
|Net loss                                                                                              |  | $                     | (174,786,373 | )            |  |              |           |         |  |             |       |               |  |          |           |               |  |               |       |         |  |   |            |   |  |   | (174,786,373 | ) |  |   |            |   |  |   |            |   |  |   | (174,786,373 | )
|Amounts related to hedged transactions
    reclassified into earnings, net of tax                     |  |                       | 13,637,019   |              |  |              |           |         |  |             |       |               |  |          |           |               |  |               |       |         |  |   |            |   |  |   |             |   |  |   | 13,637,019  |   |  |   |            |   |  |   | 13,637,019   |  
|Ineffective hedge transaction of unconsolidated
    subsidiary reclassified into earnings, net of tax |  |                       | 321,876      |              |  |              |           |         |  |             |       |               |  |          |           |               |  |               |       |         |  |   |            |   |  |   |             |   |  |   | 321,876     |   |  |   |            |   |  |   | 321,876      |  
|Change in fair value of hedge transactions, net
    of tax                                            |  |                       | (561,426     | )            |  |              |           |         |  |             |       |               |  |          |           |               |  |               |       |         |  |   |            |   |  |   |             |   |  |   | (561,426    | ) |  |   |            |   |  |   | (561,426     | )
|                                                                                                      |  |                       |              |              |  |              |            |         |  |             |        |               |  |          |            |               |  |               |        |         |  |   |             |   |  |   |              |   |  |   |             |   |  |   |             |   |  |   |              |  
|Total comprehensive loss                                                                              |  | $                     | (161,388,904 | )            |  |              |            |         |  |             |        |               |  |          |            |               |  |               |        |         |  |   |             |   |  |   |              |   |  |   |             |   |  |   |             |   |  |   |              |  
|                                                                                                      |  |                       |              |              |  |              |            |         |  |             |        |               |  |          |            |               |  |               |        |         |  |   |             |   |  |   |              |   |  |   |             |   |  |   |             |   |  |   |              |  
|Conversion of common stock                                                                            |  |                       |              |              |  |              | 18,407     |         |  |             | 18     |               |  |          | (18,407    | )             |  |               | (18    | )       |  |   |            |   |  |   |             |   |  |   |            |   |  |   |            |   |  |   |             |  
|Increase in subscription receivable                                                                   |  |                       |              |              |  |              |           |         |  |             |       |               |  |          |           |               |  |               |       |         |  |   | (268,701    | ) |  |   |             |   |  |   |            |   |  |   |            |   |  |   | (268,701     | )
|Preferred stock dividends                                                                             |  |                       |              |              |  |              |           |         |  |             |       |               |  |          |           |               |  |               |       |         |  |   |            |   |  |   | (71,613,619  | ) |  |   |            |   |  |   |            |   |  |   | (71,613,619  | )
|Purchase of treasury stock, at cost                                                                   |  |                       |              |              |  |              |           |         |  |             |       |               |  |          |           |               |  |               |       |         |  |   |            |   |  |   |             |   |  |   |            |   |  |   | (18,662,573 | ) |  |   | (18,662,573  | )
|                                                                                                      |  |                       |              |              |  |              |            |         |  |             |        |               |  |          |            |               |  |               |        |         |  |   |             |   |  |   |              |   |  |   |             |   |  |   |             |   |  |   |              |  
|SEPTEMBER 30, 2002                                                                                    |  |                       |              |              |  |              | 39,700,968 |         |  | $           | 39,701 |               |  |          | 54,977,481 |               |  | $             | 54,978 |         |  | $ | 606,186,298 |   |  | $ | (975,339,079 | ) |  | $ | (2,753,400  | ) |  | $ | (37,122,485 | ) |  | $ | (408,933,987 | )
|                                                                                                      |  |                       |              |              |  |              |            |         |  |             |        |               |  |          |            |               |  |               |        |         |  |   |             |   |  |   |              |   |  |   |             |   |  |   |             |   |  |   |              |  

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

3



---



##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                                                |                                                                                  |                                                                  |                                                         |              |             |              |             |              |             |              |  
|------------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | ---------------------------------------------------------------- | ------------------------------------------------------- | ------------ | ----------- | ------------ | ----------- | ------------ | ----------- | ------------ | -
|                                                                                |                                                                                  |                                                                 
|                                                                                |                                                                                  | Nine Months Ended September 30,                                 
|                                                                                |                                                                                  |                                                                 
|                                                                                |                                                                                  | 2002                                                             |                                                         | 2001        
|                                                                                |                                                                                  |                                                                  |                                                         |             
|                                                                                |                                                                                  |                                                                 
|                                                                                |                                                                                  | (Unaudited)                                                     
|Cash Flows From Operating
    Activities:                                       |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                                | Net loss from continuing operations                                              |                                                                  | $                                                       | (102,151,752 | )           |              | $           | (94,367,059  | )          
|                                                                                | Adjustments to reconcile net loss to net cash
    used in operating activities  |                                                                  |                                                         |              |             |              |             |              |            
|                                                                                |                                                                                  | Depreciation and amortization                                    |                                                         |              | 66,083,807  |              |             |              | 136,306,592 |             
|                                                                                |                                                                                  | Amortization of bond premium and financing costs                 |                                                         |              | 8,198,957   |              |             |              | 8,193,921   |             
|                                                                                |                                                                                  | Deferred income taxes and investment tax credits,
    net        |                                                         |              | (36,039,783 | )            |             |              | (27,346,728 | )           
|                                                                                |                                                                                  | Cash used in operating activities of discontinued
    operations |                                                         |              | (9,496,836  | )            |             |              |            |             
|                                                                                |                                                                                  | Loss on disposition of assets, net                               |                                                         |              | 1,246,966   |              |             |              | 568,853     |             
|                                                                                |                                                                                  | Minority interests in income of subsidiaries                     |                                                         |              | 5,179,278   |              |             |              | 4,398,178   |             
|                                                                                |                                                                                  | Loss from investment in joint venture                            |                                                         |              | 184,380,882 |              |             |              | 50,691,330  |             
|                                                                                |                                                                                  | Accrued dividend income                                          |                                                         |              | (2,261,747  | )            |             |              | (875,000    | )           
|                                                                                | Changes in current assets and
    liabilities                                   |                                                                  |                                                         |              |             |              |             |              |            
|                                                                                |                                                                                  | Accounts receivable                                              |                                                         |              | 27,369,671  |              |             |              | (18,031,012 | )           
|                                                                                |                                                                                  | Inventory                                                        |                                                         |              | 11,562,301  |              |             |              | 2,571,222   |             
|                                                                                |                                                                                  | Prepaid expenses and other                                       |                                                         |              | (459,009    | )            |             |              | (15,855,926 | )           
|                                                                                |                                                                                  | Accounts payable                                                 |                                                         |              | (21,564,565 | )            |             |              | (6,473,207  | )           
|                                                                                |                                                                                  | Accrued expenses                                                 |                                                         |              | (4,077,531  | )            |             |              | 320,483     |             
|                                                                                |                                                                                  | Deferred revenue and customer deposits                           |                                                         |              | 432,567     |              |             |              | 1,782,597   |             
|                                                                                |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                                |                                                                                  |                                                                  | Net cash provided by operating activities               |              |             | 128,403,206  |             |              |             | 41,884,244   |  
|                                                                                |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|Cash Flows From Investing
    Activities:                                       |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                                | Capital expenditures                                                             |                                                                  |                                                         | (65,122,300  | )           |              |             | (80,250,693  | )          
|                                                                                | Purchase of wireless license and properties                                      |                                                                  |                                                         |             |             |              |             | (3,122,366   | )          
|                                                                                | Investment in joint venture                                                      |                                                                  |                                                         |             |             |              |             | (51,413,783  | )          
|                                                                                | Refund (payment) of deposits for FCC auction                                     |                                                                  |                                                         | 91,205,000   |             |              |             | (59,214,800  | )          
|                                                                                | Change in receivable-affiliates                                                  |                                                                  |                                                         | 898,225      |             |              |             | (4,193,232   | )          
|                                                                                | Change in receivable from discontinued operations                                |                                                                  |                                                         |             |             |              |             | 10,588,022   |            
|                                                                                | Net proceeds from sale of discontinued operations                                |                                                                  |                                                         | 335,619,711  |             |              |             |             |            
|                                                                                | Other investing activities                                                       |                                                                  |                                                         | 962,447      |             |              |             | 1,348,915    |            
|                                                                                |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                                |                                                                                  |                                                                  | Net cash provided by (used in) investing
    activities |              |             | 363,563,083  |             |              |             | (186,257,937 | )
|                                                                                |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|Cash Flows From Financing
    Activities:                                       |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                                | Proceeds from long-term debt                                                     |                                                                  |                                                         | 381,500,000  |             |              |             | 513,500,000  |            
|                                                                                | Repayments of long-term debt                                                     |                                                                  |                                                         | (714,490,214 | )           |              |             | (540,150,629 | )          
|                                                                                | Distributions to partners                                                        |                                                                  |                                                         | (4,561,162   | )           |              |             | (3,054,739   | )          
|                                                                                | Proceeds from issuance of common stock                                           |                                                                  |                                                         |             |             |              |             | 712,972      |            
|                                                                                | Issuance of preferred stock                                                      |                                                                  |                                                         |             |             |              |             | 200,000,000  |            
|                                                                                | Purchase of treasury stock                                                       |                                                                  |                                                         | (7,796,587   | )           |              |             | (7,819,756   | )          
|                                                                                | Purchase of preferred stock                                                      |                                                                  |                                                         | (10,865,986  | )           |              |             |             |            
|                                                                                | Purchase of senior notes                                                         |                                                                  |                                                         | (8,863,385   | )           |              |             |             |            
|                                                                                | Deferred financing costs                                                         |                                                                  |                                                         | (135,318     | )           |              |             | (432,721     | )          
|                                                                                | Maturities of restricted investments, net of
    interest                        |                                                                  |                                                         | 92,763       |             |              |             | 14,250,000   |            
|                                                                                | Other financing activities                                                       |                                                                  |                                                         | (1,143,633   | )           |              |             | (1,136,927   | )          
|                                                                                |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                                |                                                                                  |                                                                  | Net cash (used in) provided by financing
    activities |              |             | (366,263,522 | )           |              |             | 175,868,200  |  
|                                                                                |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|Net increase in cash and cash equivalents                                       |                                                                                  |                                                                  | 125,702,767                                             |              |             |              | 31,494,507  |             
|Cash and cash equivalents, beginning of period                                  |                                                                                  |                                                                  | 161,568,162                                             |              |             |              | 145,395,410 |             
|                                                                                |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|Cash and cash equivalents, end of period                                        |                                                                                  | $                                                                | 287,270,929                                             |              |             | $            | 176,889,917 |             
|                                                                                |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|Supplemental Disclosures of Cash Flow
    Information:                          |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                                | Cash paid for                                                                   |                                                                  |                                                         |              |             |              |             |              |            
|                                                                                | Interest, net of amounts capitalized                                             |                                                                  | $                                                       | 90,005,196   |             |              | $           | 121,198,534  |            
|                                                                                | Income taxes                                                                     |                                                                  | $                                                       | 2,731,322    |             |              | $           | 230,500      |            
|Supplemental Disclosures of Noncash Investing
    and Financing
    Activities: |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                                | Stock dividend paid through the issuance of
    preferred stock                  |                                                                  | $                                                       | 71,613,619   |             |              | $           | 63,432,867   |            

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

4



---



##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)


The condensed consolidated balance sheets of
Dobson Communications Corporation (DCC) and
subsidiaries (collectively with DCC, the Company) as
of September 30, 2002, the condensed consolidated statement
of operations for the three and nine months ended
September 30, 2002 and 2001, the condensed consolidated
statement of stockholders deficit for the nine months
ended September 30, 2002 and the condensed consolidated
statements of cash flows for the nine months ended
September 30, 2002 and 2001 are unaudited. In the opinion
of management, such financial statements include all
adjustments, consisting only of normal recurring adjustments
necessary for a fair presentation of financial position, results
of operations, and cash flows for the periods presented, except
for those related to the adoption of new accounting principles
as described below.

The condensed consolidated balance sheet at
December 31, 2001 was derived from audited financial
statements, but does not include all disclosures required by
generally accepted accounting principles. The financial
statements presented herein should be read in connection with
the Companys December 31, 2001 consolidated financial
statements included in the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2001.

1.     Organization

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

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

2.     Investment in
Unconsolidated Joint Venture

The Company owns a 50% interest in a joint
venture that owns American Cellular Corporation (American
Cellular). This investment is accounted for on the equity
method. At June 30, 2002 and September 30, 2002,
American Cellular failed to comply with their total debt
leverage ratio. Due to factors and circumstances impacting
American Cellular, American Cellular concluded that it was
necessary to re-evaluate their carrying value of their goodwill
and indefinite life intangible assets in accordance with SFAS
No. 142, Goodwill and Other Intangible Assets.
Based on this evaluation, American Cellular concluded that there
was an impairment of its goodwill. As a result, at June 30,
2002, American Cellular recognized an impairment loss totaling
$377.0 million. After recognizing its 50% interest of this
impairment, the Companys investment in the joint venture
has been written down to $0. The Company does not guarantee
any of American Cellulars obligations. Until future
cumulative earnings, if any, are earned at American Cellular to
restore American Cellulars equity, the Company will not
record its pro rata share of American Cellulars operations.

5



---



##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The following is a summary of the significant
financial information for American Cellular as of
September 30, 2002 and December 31, 2001, and for the
three and nine-month periods ended September 30, 2002 and
September 30, 2001:

|                                                                                        |  |                    |         |                   |  |      |         |      |  |   |          |   |  |   |          |  
|--------------------------------------------------------------------------------------- |  | ------------------ | ------- | ----------------- |  | ---- | ------- | ---- |  | - | -------- | - |  | - | -------- | -
|                                                                                        |  |                    |         |                  
|                                                                                        |  | Three Months Ended |         | Nine Months Ended
|                                                                                        |  | September 30,      |         | September 30,    
|                                                                                        |  |                    |         |                  
|                                                                                        |  | 2002               |         | 2001              |  | 2002 |         | 2001
|                                                                                        |  |                    |         |                   |  |      |         |     
|                                                                                        |  |                    |         |                  
|                                                                                        |  | ($ in thousands)   |         | ($ in thousands) 
|Operating revenue                                                                       |  | $                  | 124,202 |                   |  | $    | 116,550 |      |  | $ | 339,895  |   |  | $ | 312,946  |  
|Operating income (loss)                                                                 |  |                    | 36,379  |                   |  |      | 2,339   |      |  |   | 85,505   |   |  |   | (16,915  | )
|Impairment of goodwill                                                                  |  |                    |        |                   |  |      |        |      |  |   | (377,000 | ) |  |   |         |  
|Income (loss) from continuing operations                                                |  |                    | 4,280   |                   |  |      | (29,829 | )    |  |   | (390,667 | ) |  |   | (100,508 | )
|(Loss) income from discontinued operations and
    sale of discontinued operations, net |  |                    |        |                   |  |      | (446    | )    |  |   | 12,818   |   |  |   | (1,289   | )
|Cumulative effect of change in accounting
    principle, net                            |  |                    |        |                   |  |      |        |      |  |   | (281,640 | ) |  |   |         |  
|Dividends                                                                               |  |                    | (1,182  | )                 |  |      | (875    | )    |  |   | (3,444   | ) |  |   | (875     | )
|Earnings applicable to members                                                          |  |                    | 3,098   |                   |  |      | (31,150 | )    |  |   | (662,933 | ) |  |   | (102,672 | )

|                                   |  |                    |           |                   |  |   |           | 
|---------------------------------- |  | ------------------ | --------- | ----------------- |  | - | --------- | 
|                                   |  | September 30, 2002 |           | December 31, 2001
|                                   |  |                    |           |                  
|                                   |  |                   
|                                   |  | ($ in thousands)  
|Current assets                     |  | $                  | 131,698   |                   |  | $ | 131,186   | 
|Property, plant and equipment, net |  |                    | 199,517   |                   |  |   | 203,168   | 
|Intangible assets                  |  |                    | 1,334,948 |                   |  |   | 2,192,133 | 
|Other assets                       |  |                    | 8,750     |                   |  |   | 32,689    | 
|Assets of discontinued operations  |  |                    |          |                   |  |   | 139,854   | 
|Current liabilities                |  |                    | 1,690,138 |                   |  |   | 141,682   | 
|Long-term debt, net of current     |  |                    |          |                   |  |   | 1,760,208 | 
|Preferred stock                    |  |                    | 35,000    |                   |  |   | 35,000    | 
|Other liabilities                  |  |                    | 53,925    |                   |  |   | 217,577   | 
|Members (deficit) equity          |  |                    | (104,150  | )                 |  |   | 544,563   | 

During 2001, the Company invested an additional
$51.4 million in American Cellular. This investment
consisted of a $35.0 million purchase of American
Cellulars Class A preferred stock and an additional
cash investment of $16.4 million. This cash investment was
equally matched with assets contributed by AT&T Wireless,
the other 50% owner of American Cellular. Accrued dividends on
the $35.0 million preferred stock were approximately
$5.6 million at September 30, 2002.

American Cellulars credit facility includes
a financial covenant requiring that American Cellular not exceed
a total debt leverage ratio ranging from 9.25 to 1.00 in the
first quarter to 7.75 to 1.00 in the fourth quarter 2002. As
described above, American Cellular was not in compliance with
this covenant at June 30, 2002 and September 30, 2002.
American Cellular has had and will continue to have discussions
with the lenders regarding the credit facility. The lenders
presently have the right, but not the obligation, to accelerate
the repayment of the entire amount outstanding under its credit
facility. Acceleration under the credit facility would allow the
holders of American Cellulars Senior Subordinated Notes to
declare the principal and interest of the Senior Subordinated
Notes immediately due and payable. American Cellular would then
be required to either refinance the debt or repay the amounts
due. If this were to occur, American Cellular would attempt to
renegotiate the debt with the holders to provide, among other
things, an extended repayment term. There can be no assurance
that American Cellular would be able to renegotiate the debt
under these

6



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##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

conditions or meet its obligation under the
accelerated repayment terms. Therefore, as of June 30, 2002
and as of September 30, 2002, American Cellular has
classified all of its long-term debt as current. There continues
to be substantial doubt about American Cellulars ability
to continue as a going concern, as expressed in the independent
auditors report on American Cellulars 2001 financial
statements.

3.     Discontinued
Operations

On February 8, 2002, the Company sold three
wireless properties to Verizon Wireless for a total purchase
price of $263.0 million. These properties include
California 7 RSA, Ohio 2 RSA and Georgia 1 RSA.
On February 28, 2002, the Company sold its 75% ownership
interest in Arizona 5 RSA to Verizon Wireless for a total
purchase price of $85.0 million. In addition, on
February 8, 2002, two wholly-owned, indirect subsidiaries
of the Companys 50% owned subsidiary, American Cellular,
sold Tennessee 4 RSA to Verizon Wireless for a total
purchase price of $202.0 million. Proceeds from these
transactions were primarily used to pay down bank debt. However,
approximately $14.1 million of these proceeds are currently
being held in escrow to cover any future contingencies and are
shown as restricted assets on the Companys balance sheet.
The Companys financial statements have been restated to
reflect these sales of properties to Verizon Wireless as
discontinued operations in the condensed consolidated financial
statements.

Pursuant to SFAS No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets, which
replaced Accounting Principles Board (APB) Opinion
No. 30 for the disposal of segments of a business, the
Companys condensed consolidated financial statements have
been restated for all periods presented to reflect the
operations, assets and liabilities of the markets being sold as
discontinued operations. The assets and liabilities of such
operations have been classified as Assets of discontinued
operations and Liabilities of discontinued
operations, respectively, on the December 31, 2001
condensed consolidated balance sheets and consist of the
following:

|                                        |                                              |                   |         |         | 
|--------------------------------------- | -------------------------------------------- | ----------------- | ------- | ------- | 
|                                        |                                              | December 31, 2001
|                                        |                                              |                  
|                                        |                                              | ($ in thousands) 
|Current assets                          |                                              | $                 | 9,500   |        
|Property, plant and equipment, net      |                                              |                   | 60,509  |        
|Wireless license acquisition costs, net |                                              |                   | 133,695 |        
|Customer list, net                      |                                              |                   | 4,578   |        
|Other assets                            |                                              |                   | 6,870   |        
|                                        |                                              |                   |         |        
|                                        | Total assets of discontinued operations      |                   | $       | 215,152 | 
|                                        |                                              |                   |         |        
|Current liabilities                     |                                              | $                 | 3,812   |        
|Deferred tax liabilities                |                                              |                   | 11,879  |        
|Minority interest                       |                                              |                   | 14,878  |        
|                                        |                                              |                   |         |        
|                                        | Total liabilities of discontinued operations |                   | $       | 30,569  | 
|                                        |                                              |                   |         |        

7



---



##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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

|                                           |  |                     |        |                  |  |               |        |   |  |   |        |  
|------------------------------------------ |  | ------------------- | ------ | ---------------- |  | ------------- | ------ | - |  | - | ------ | -
|                                           |  |                     |        |                 
|                                           |  | 2002                |        | 2001            
|                                           |  |                     |        |                 
|                                           |  | Period from         |        | Three            |  | Nine         
|                                           |  | January 1, 2002     |        | Months Ended     |  | Months Ended 
|                                           |  | Through Disposition |        | September 30,    |  | September 30,
|                                           |  |                     |        |                  |  |              
|                                           |  |                     |        |                 
|                                           |  | ($ in thousands)    |        | ($ in thousands)
|Operating revenue                          |  | $                   | 12,570 |                  |  | $             | 19,498 |   |  | $ | 56,255 |  
|Income (loss) before income taxes          |  |                     | 8,260  |                  |  |               | (924   | ) |  |   | (6,498 | )
|Income tax (provision) benefit             |  |                     | (3,139 | )                |  |               | 481    |   |  |   | 2,599  |  
|Income (loss) from discontinued operations |  |                     | 5,121  |                  |  |               | (443   | ) |  |   | (3,899 | )

The long-term debt of the Company is recorded at
the consolidated level and is not reflected by each individual
market. Thus, the Company has allocated a portion of interest
expense to the discontinued operations to properly reflect the
interest that was incurred to finance the operations for these
four markets. The interest expense allocated to these operations
was $1.7 million for the period from January 1, 2002
through disposition of the markets, $4.4 million for the
three months ended September 30, 2001 and
$13.6 million for the nine months ended September 30,
2001.

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

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

|                                  |  |                     |        |                  |  |               |       |   |  |   |        |  
|--------------------------------- |  | ------------------- | ------ | ---------------- |  | ------------- | ----- | - |  | - | ------ | -
|                                  |  |                     |        |                 
|                                  |  | 2002                |        | 2001            
|                                  |  |                     |        |                 
|                                  |  | Period from         |        | Three            |  | Nine         
|                                  |  | January 1, 2002     |        | Months Ended     |  | Months Ended 
|                                  |  | Through Disposition |        | September 30,    |  | September 30,
|                                  |  |                     |        |                  |  |              
|                                  |  |                     |        |                 
|                                  |  | ($ in thousands)    |        | ($ in thousands)
|Operating revenue                 |  | $                   | 2,319  |                  |  | $             | 8,403 |   |  | $ | 23,685 |  
|Loss before income taxes          |  |                     | (1,090 | )                |  |               | (201  | ) |  |   | (527   | )
|Income tax benefit (provision)    |  |                     | 436    |                  |  |               | (245  | ) |  |   | (762   | )
|Loss from discontinued operations |  |                     | (654   | )                |  |               | (446  | ) |  |   | (1,289 | )

American Cellular also allocated a portion of
interest expense to its discontinued operations to properly
reflect the interest that was incurred by American Cellular to
finance the operations of its Tennessee 4 RSA market. The
interest expense allocated to this market was $1.0 million
for the period from January 1, 2002 through disposition
(February 8, 2002), $2.5 million for the three months
ended September 31, 2001 and $7.2 million for the nine
months ended September 30, 2001.

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

4.     Property,
Plant and Equipment

Property, plant and equipment are recorded at
cost. Newly constructed wireless systems are added to property,
plant and equipment at cost, which includes contracted services,
direct labor, materials and overhead. Existing property, plant
and equipment purchased through acquisitions is recorded at its
fair value at the date of the purchase. Repairs, minor
replacements and maintenance are charged to operations as
incurred.

8



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##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The provisions for depreciation are provided
using the straight-line method based on the estimated useful
lives of the various classes of depreciable property.
Depreciation expense for the nine months ended
September 30, 2002 and 2001 totaled $55.2 million and
$47.8 million. Listed below are the gross property, plant
and equipment amounts and the related accumulated depreciation
for the periods described.

|                                    |  |               |              |      |  |   |              |  
|----------------------------------- |  | ------------- | ------------ | ---- |  | - | ------------ | -
|                                    |  |              
|                                    |  | September 30,
|                                    |  |              
|                                    |  | 2002          |              | 2001
|                                    |  |               |              |     
|Gross property, plant and equipment |  | $             | 500,174,811  |      |  | $ | 436,522,689  |  
|Accumulated depreciation            |  |               | (198,623,682 | )    |  |   | (134,952,153 | )
|                                    |  |               |              |      |  |   |              |  
|Property, plant and equipment, net  |  | $             | 301,551,129  |      |  | $ | 301,570,536  |  
|                                    |  |               |              |      |  |   |              |  

5.     Long-Term
Debt

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

|                                          |                      |                    |             |                   |  |   |               |               | 
|----------------------------------------- | -------------------- | ------------------ | ----------- | ----------------- |  | - | ------------- | ------------- | 
|                                          |                      | September 30, 2002 |             | December 31, 2001
|                                          |                      |                    |             |                  
|Credit facilities                         |                      | $                  | 789,819,014 |                   |  | $ | 1,122,449,254 |              
|Dobson/ Sygnet Senior Notes               |                      |                    | 188,500,000 |                   |  |   | 200,000,000   |              
|DCC 10.875% Senior Notes, net of discount |                      |                    | 298,193,066 |                   |  |   | 298,051,723   |              
|DCC 11.75% Senior Notes                   |                      |                    | 20,000      |                   |  |   | 340,000       |              
|Other notes payable                       |                      |                    |            |                   |  |   | 39,975        |              
|                                          |                      |                    |             |                   |  |   |               |              
|                                          | Total debt           |                    |             | 1,276,532,080     |  |   |               | 1,620,880,952 | 
|Less  Current maturities                 |                      |                    | 44,885,387  |                   |  |   | 44,508,645    |              
|                                          |                      |                    |             |                   |  |   |               |              
|                                          | Total long-term debt |                    | $           | 1,231,646,693     |  |   | $             | 1,576,372,307 | 
|                                          |                      |                    |             |                   |  |   |               |              

On September 30, 2002, the Company purchased
$11.5 million principal amount of Dobson/ Sygnet
Communications Company (Dobson/ Sygnet) senior notes
for the purchase price of approximately $8.9 million. This
repurchase resulted in a reduction of the Companys total
outstanding debt and an extraordinary gain of approximately
$1.6 million, net of taxes.



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

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

The Company has entered into a
$135.0 million derivative contract and a
$190.0 million derivative contract on the credit facility
of its wholly-owned subsidiary, Dobson Operating Co., L.L.C.
(DOC LLC), whereby the interest rates are fixed at
6.9% and 6.5%, respectively, plus a factor based on DOC
LLCs leverage. The derivative contracts expire in October
2002 and April 2003. Additionally, the Company previously
entered into a $300.0 million derivative contract on the
DOC LLC credit facility whereby the interest rate had a cap of
8.5% plus a factor based on DOC LLCs leverage, this
derivative contract expired on March 13, 2002. DOC LLC also
had an interest rate cap agreement on $160.0 million of its
DOC LLC credit facility that expired on June 14, 2001.

On January 1, 2001, the Company implemented
SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activity. With this implementation, the
Company began recording a liability and a transition adjustment,
net of income tax benefit, to other comprehensive loss during
2001 in connection with these derivative contracts. The
Companys accumulated other comprehensive loss, net of
income tax benefit, was

9



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##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

$9.1 million as of December 31, 2001
and decreased to $2.8 million at September 30, 2002.
These contracts will be reclassified and expensed during 2002
and 2003. In addition, the accumulated other comprehensive loss,
net of income tax benefit, recorded for the Companys
interest in its unconsolidated subsidiary, American Cellular,
was $7.1 million as of December 31, 2001 and decreased
to $0 at June 4, 2002, as a result of the expiration of
American Cellulars interest rate swap agreement.

The Companys principal stockholder, Dobson
CC Limited Partnership, or DCCLP, and certain of its affiliates,
are parties to credit agreements with Bank of America, N.A.
These credit agreements have aggregate principal amounts
outstanding of approximately $280 million as of
September 30, 2002. To secure their obligations under these
credit agreements, DCCLP and these affiliates individually
pledged certain assets, which include beneficial ownership of
securities representing controlling interests in DCCLP and the
Company. These loans will mature on March 31, 2003, unless
extended.

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

Upon a change of control, the Company and Dobson/
Sygnet would each be required to offer to purchase its
outstanding senior notes at 101% of the principal amount plus
accrued and unpaid interest. The Company would also be required
to offer to repurchase all of its outstanding senior preferred
stock at 101% of the aggregate liquidation preference. There can
be no assurance that the Company would have the funds necessary
to complete these repurchases. If the Company and Dobson/ Sygnet
failed to complete the purchases of the tendered senior notes,
the senior noteholders or their trustees would be entitled to
accelerate the maturity of the senior notes. If the Company
failed to complete the purchases of its outstanding senior
preferred stock, the holders of the Companys two series of
senior preferred stock would be entitled to elect two additional
directors to its board of directors. The Companys credit
facility and the credit facility of Dobson/ Sygnets
subsidiary, Sygnet Wireless, prohibit the Company and Dobson/
Sygnet from making the required offers to purchase. A change of
control would also constitute an event of default under the
Companys bank credit facility entitling the lender to
accelerate the maturity of that debt. A default under the
Companys bank credit facility constitutes a default under
the Sygnet Wireless credit facility.

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

6.     Deposits and
Other Non-Current Assets

On January 26, 2001, the FCC concluded an
auction of 10 MHz and 15 MHz PCS licenses in the C and
F Blocks in a number of markets. Through one of its
wholly-owned subsidiaries, the Company was the winning bidder
for 14 of the auctioned licenses representing an estimated total
population of 19.8 million. The FCC is

10



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##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

currently considering that subsidiarys
post-auction application for grant of those licenses, as well as
legal challenges to this application. If the Companys
subsidiary is granted all 14 licenses, the total cost will
be $546.1 million. However, in June 2001, the United States
Court of Appeals for the District of Columbia Circuit ruled that
the FCC did not have the authority to auction certain of those
licenses previously licensed to NextWave Personal
Communications, Inc., including 11 of the 14 licenses for
which the Companys subsidiary was the successful bidder.
These 11 licenses represent $536.5 million of the
total amount that the Companys subsidiary bid. The
Courts decision was appealed to the United States Supreme
Court, which on March 4, 2002, granted certiorari and
agreed to hear the appeal. The Supreme Court heard oral argument
on October 8, 2002. The Company cannot predict at this time
how or when the Supreme Court may rule on the issues in this
case.

If the decision of the Court of Appeals in the
NextWave litigation becomes final or is upheld on appeal or a
settlement is not reached, it is unlikely that the
Companys subsidiary will be granted the 11 licenses
for spectrum previously licensed to NextWave. It is likely,
however, that the Companys subsidiary would then receive a
full refund of the balance of the deposit attributable to the
11 licenses at that time. In addition, if the
Companys subsidiary does not acquire those licenses, the
Company does not anticipate that it would execute its current
plan to build a jointly-owned PCS network with AT&T
Wireless. Consequently, the Company may be forced to reevaluate
the PCS component of its previously announced strategy. However,
if the Companys subsidiary is granted the licenses, the
Company is uncertain as to how it would finance the purchase,
since there is no commitment for financing currently in place.
Sources of additional financing for these licenses may include
commercial bank borrowings and the sale of equity or debt
securities. The Company has no assurance that any such financing
will be available on acceptable terms or at all. In addition,
the Company cannot predict the effect on its competitive
position due to any change to its business plan regarding the
auction licenses.

Included on the Companys balance sheet are
deposits totaling $18.0 million at September 30, 2002
and $109.2 million at December 31, 2001, related to
these 14 licenses. In light of the substantial delays associated
with the pending NextWave litigation, the Companys
subsidiary (along with other winning bidders) requested that the
FCC refund that portion of the Companys deposit
attributable to the 11 licenses. In March 2002, the FCC
announced that subject to the terms of its Order, the FCC would
make a refund of 85% of the portion of the deposits attributable
to those licenses involved in the pending NextWave litigation
and the Companys license application would remain pending
during the pendency of the NextWave litigation. Pursuant to this
Order, the Company received a refund of approximately
$91.2 million of its $109.2 million deposit in April
2002. Verizon Wireless has filed an appeal with the
U.S. Court of Appeals for the D.C. Circuit challenging
the FCCs decision to not refund the entirety of its down
payment. It is unclear at this time whether Verizons
appeal, even if successful, would result in similar relief for
the Company. Also included in the Companys balance sheet
under the caption Other Non-Current Assets is
approximately $7.0 million of capitalized costs incurred by
the Company related to its participation in the FCC auction.

More recently, several bills have been introduced
in Congress that would compel the FCC to return remaining
deposits and allow winning bidders to elect to exit the auction
without any further obligations. However, to date no legislation
has been passed to this effect, and it is unclear if the
proposed legislation will be enacted into law. In addition, the
FCC recently requested comment on a proposal to allow winning
bidders voluntarily to dismiss all of their pending auction
applications, or to pick and choose certain pending application
to dismiss, and has further asked whether such dismissal should
be without prejudice to the participation by the applicant in
any future re-auction of such licenses or to the rights of such
applicant to obtain such licenses in any future acquisition. The
FCC has also asked for comment on whether it should refund all
or a part of the funds remaining on deposit by such winning
bidders. Comments on such proposals have been received and
action by the FCC is pending. The Company cannot predict when
the FCC may act on these proposals, or how the Company may
utilize any relief which may be granted to it as a result of
such proposals

11



---



##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

7.     Redeemable
Preferred Stock:

As of September 30, 2002 and 2001, the
Companys authorized and outstanding Preferred Stock was
as follows:

|                    |  |            |           |                |  |               |         |           |  |           |         |             |  |            |      |             |  |  |                   |  |  |   |          |  |  |  |               |  |  |  |            | 
|------------------- |  | ---------- | --------- | -------------- |  | ------------- | ------- | --------- |  | --------- | ------- | ----------- |  | ---------- | ---- | ----------- |  |  | ----------------- |  |  | - | -------- |  |  |  | ------------- |  |  |  | ---------- | 
|                    |  |            |           |                |  | Number of     |         |           |  |           |         |             |  |            |      |            
|                    |  |            |           | Number of      |  | Shares        |         |           |  |           |         |             |  |            |      | Other      
|                    |  |            |           | Shares         |  | Outstanding   |         |           |  |           |         |             |  |            |      | Features,  
|                    |  | Number of  |           | Outstanding at |  | at            |         |           |  |           |         | Liquidation |  | Mandatory  |      | Rights,    
|                    |  | Shares     |           | September 30,  |  | September 30, |         | Par Value |  |           |         | Preference  |  | Redemption |      | Preferences
|Class               |  | Authorized |           | 2002           |  | 2001          |         | Per Share |  | Dividends |         | Per Share   |  | Date       |      | and Powers 
|                    |  |            |           |                |  |               |         |           |  |           |         |             |  |            |      |            
|Senior Exchangeable |  |            | 734,000   |                |  |               | 369,579 |           |  |           | 356,272 |             |  | $          | 1.00 |             |  |  | 12.25% Cumulative |  |  | $ | 1,000    |  |  |  | Jan. 15, 2008 |  |  |  | Non-voting | 
|Senior Exchangeable |  |            | 500,000   |                |  |               | 250,854 |           |  |           | 227,418 |             |  | $          | 1.00 |             |  |  | 13% Cumulative    |  |  | $ | 1,000    |  |  |  | May 1, 2009   |  |  |  | Non-voting | 
|Series AA           |  |            | 200,000   |                |  |               | 200,000 |           |  |           | 200,000 |             |  | $          | 1.00 |             |  |  | 5.96% Cumulative  |  |  | $ | 1,000    |  |  |  | Feb. 8, 2011  |  |  |  | Non-voting | 
|Class E             |  |            | 40,000    |                |  |               |        |           |  |           |        |             |  | $          | 1.00 |             |  |  | 15% Cumulative    |  |  | $ | 1,131.92 |  |  |  | Dec. 23, 2010 |  |  |  | Non-voting | 
|Other               |  |            | 4,526,000 |                |  |               |        |           |  |           |        |             |  | $          | 1.00 |             |  |  |                  |  |  |   |         |  |  |  |              |  |  |  |           | 
|                    |  |            |           |                |  |               |         |           |  |           |         |             |  |            |      |             |  |  |                   |  |  |   |          |  |  |  |               |  |  |  |            | 
|                    |  |            | 6,000,000 |                |  |               | 820,433 |           |  |           | 783,690 |             |  |            |      |             |  |  |                   |  |  |   |          |  |  |  |               |  |  |  |            | 
|                    |  |            |           |                |  |               |         |           |  |           |         |             |  |            |      |             |  |  |                   |  |  |   |          |  |  |  |               |  |  |  |            | 

The Company issued 175,000 shares of
12 1/4% senior exchangeable preferred stock in April
1998, and 64,646 shares of additional 12 1/4% senior
exchangeable preferred stock in December 1998, mandatorily
redeemable on January 15, 2008 for $1,000 per share,
plus accrued and unpaid dividends. Holders of the preferred
stock are entitled to cumulative quarterly dividends from the
date of issuance and a liquidation preference of $1,000 per
share with rights over the other classes of capital stock. On or
before January 15, 2003, the Company may pay dividends, at
its option, in cash or in additional fully paid and
nonassessable Senior Preferred Stock having an aggregate
liquidation preference equal to the amount of such dividends.
Additionally, the preferred stock is redeemable at the option of
the Company on or after January 15, 2003. Holders of the
preferred stock have no voting rights. In the event that
dividends are not paid for any four quarters, whether or not
consecutive, or upon certain other events (including failure to
comply with covenants and failure to pay the mandatory
redemption price when due), then the number of directors
constituting the Companys Board of Directors will be
adjusted to permit the holders of the majority of the then
outstanding Senior Preferred Stock, voting separately as a
class, to elect two directors.

In May 1999, the Company issued
170,000 shares of 13% senior exchangeable preferred
stock mandatorily redeemable on May 1, 2009 for
$1,000 per share. Holders of the preferred stock are
entitled to cumulative quarterly dividends from the date of
issuance and a liquidation preference of $1,000 per share
with rights over the other classes of capital stock and equal to
the 12.25% Senior Exchangeable Preferred Stock. On or
before May 1, 2004, the Company may pay dividends, at its
option, in cash or in additional shares having an aggregate
liquidation preference equal to the amount of such dividends.
Additionally, the preferred stock is redeemable at the option of
the Company on or after May 1, 2004. Holders of the
preferred stock have no voting rights. In the event that
dividends are not paid for any four quarters, whether or not
consecutive, or upon certain other events (including failure to
comply with covenants and failure to pay the mandatory
redemption price when due), then the number of directors
constituting the Companys Board of Directors will be
adjusted to permit the holders of the majority of the then
outstanding Senior Preferred Stock, voting separately as a
class, to elect two directors.

On February 8, 2001 the Company issued
200,000 shares of its Series AA preferred stock, par
value $1.00 per share (Series AA preferred
stock) to AT&T Wireless for aggregate cash proceeds of
$200.0 million. Each share of Series AA preferred
stock is entitled to cumulative annual dividends of 5.96% on the
liquidation preference of $1,000 per share, subject to
certain adjustments. Dividends accrue but will not be payable
until the fifth anniversary of the issuance of the
Series AA preferred stock. At September 30, 2002, the
Company had approximately $19.9 million in accrued
dividends payable on its balance sheet related to this issue.
Each share of Series AA preferred stock is mandatorily
exchangeable for one share of the Companys Series A
convertible preferred stock, par value $1.00 per share.
Each share of the Companys Series A

12



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##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

convertible preferred stock is convertible into
the Companys Class A common stock at a conversion
rate of $25.35 per share. On October 24, 2002 the
Company signed a non-binding letter of intent with AT&T
Wireless that would, among other things, result in AT&T
Wireless transferring to the Company all of its Series AA
preferred stock. Upon receipt of the Series AA preferred
stock, the Company plans to cancel that issue.

During September 2002, the Company repurchased a
total of $33.0 million carrying value of its 12.25% senior
exchangeable preferred stock and $8.1 million carrying
value of its 13% senior exchangeable preferred stock. The
preferred stock repurchase totaled 41,098 shares for
$10.9 million, all of which is held as treasury stock. This
repurchase resulted in an excess of carrying value over
repurchase price of preferred stock totaling $30.2 million.
The excess of carrying value over repurchase price has been
included in earnings applicable to common stockholders.

The Company recorded preferred stock dividends of
$71.6 million for the nine months ended September 30,
2002 consisting primarily of $62.5 million of dividends on
its 12.25% and 13% senior exchangeable preferred stock
through the issuance of additional shares of such preferred
stock and $9.1 million of accrued dividends on its
Series AA preferred stock.

8.     Stockholders
Deficit

On September 14, 2001, the Companys
Board of Directors authorized the expenditure of up to
$80.0 million over the next twelve months for the possible
repurchase of shares of the Companys outstanding
Class A common stock. As of September 30, 2002, the
Company had purchased a total of 4,569,131 shares for
$26,256,499, all of which was held as treasury stock as of
September 30, 2002.

As of September 30, 2002, the Companys
authorized and outstanding capital stock was as follows:

|        |  |      |              |            |  |             |             |           |  |           |            |             |  |   |      |  |  |  |             |  |  |           
|------- |  | ---- | ------------ | ---------- |  | ----------- | ----------- | --------- |  | --------- | ---------- | ----------- |  | - | ---- |  |  |  | ----------- |  |  | ----------
|        |  |      |              |            |  |             |             |           |  |           |            | Other      
|        |  |      |              |            |  |             |             |           |  |           |            | Features,  
|        |  |      |              | Number of  |  | Number of   |             |           |  |           |            | Rights,    
|        |  |      |              | Shares     |  | Shares      |             | Par Value |  |           |            | Preferences
|Class   |  | Type |              | Authorized |  | Outstanding |             | Per Share |  | Dividends |            | and Powers 
|        |  |      |              |            |  |             |             |           |  |           |            |            
|Class A |  |      | Common Stock |            |  |             | 175,000,000 |           |  |           | 35,131,837 |             |  | $ | .001 |  |  |  | As declared |  |  | Voting    
|Class B |  |      | Common Stock |            |  |             | 70,000,000  |           |  |           | 54,977,481 |             |  | $ | .001 |  |  |  | As declared |  |  | Voting    
|Class C |  |      | Common Stock |            |  |             | 4,226       |           |  |           |           |             |  | $ | .001 |  |  |  | As declared |  |  | Non-voting
|Class D |  |      | Common Stock |            |  |             | 33,000      |           |  |           |           |             |  | $ | .001 |  |  |  | As declared |  |  | Non-voting
|        |  |      |              |            |  |             |             |           |  |           |            |             |  |   |      |  |  |  |             |  |  |           
|        |  |      |              |            |  |             | 245,037,226 |           |  |           | 90,109,318 |             |  |   |      |  |  |  |             |  |  |           
|        |  |      |              |            |  |             |             |           |  |           |            |             |  |   |      |  |  |  |             |  |  |           

9.     Commitments

The Company entered into an equipment supply
agreement on November 16, 2001 (as amended through August
5. 2002). The Company agreed to purchase approximately
$100.5 million of cell site and switching equipment between
November 16, 2001 and July 15, 2005, to update the
wireless systems for existing MSAs and RSAs. Of the commitment,
approximately $52.2 million remained at September 30,
2002. If the Company fails to fully meet this commitment by
July 15, 2005, it could be forced to pay a penalty of up to
20% of the unfulfilled commitment. The Company expects to
fulfill its purchase commitment under this agreement prior to
its completion date.

The Company entered into another equipment supply
agreement with a second vendor on January 13, 1998 (as
amended through April 13, 2000). The Company agreed to
purchase approximately $131.0 million of cell site and
switching equipment between January 13, 1998 and
December 31, 2002, to update the wireless systems for the
existing MSAs and RSAs. As of September 30, 2002 the
Company and the vendor have mutually agreed that the contract
has been fulfilled.

13



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##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

10.     Changes in
Accounting Policies and Procedures

In July 2001, the Financial Accounting Standards
Board (FASB) issued SFAS No. 141,
Business Combinations and No. 142,
Goodwill and Other Intangible Assets. These
standards prohibit the application of the pooling-of-interests
method of accounting for business combinations effective
June 30, 2001 and require companies to cease the
amortization of existing goodwill and intangible assets with
indefinite lives effective January 1, 2002. As a result of
the adoption of SFAS No. 142, the Company reassessed the
useful lives of its intangible assets. A significant portion of
its intangible assets are classified as Wireless license
acquisition costs, which represents the costs associated
with acquiring its FCC licenses. These licenses allow the
Company to provide wireless services by giving the Company the
exclusive right to utilize certain radio frequency spectrum.
Although the FCC licenses are issued for only a fixed time,
generally ten years, these licenses are renewed by the FCC on a
routine basis and for a nominal fee. In addition, the Company
has determined that there are no legal, regulatory, contractual,
competitive, economic or other factors that limit the useful
life of these FCC licenses. As a result, the Companys
wireless license acquisition costs are treated as indefinite
life intangible assets. Therefore, upon implementing SFAS
No. 142 in its entirety on January 1, 2002, the
Company ceased the amortization of its wireless license
acquisition costs and now tests for impairment of its wireless
license acquisition costs at least annually and only adjusts the
carrying amount of these intangible assets upon an impairment of
the wireless license acquisition costs. The Company also
determines on an annual basis whether facts and circumstances
continue to support an indefinite useful life. During the three
and nine months ended September 30, 2001, the Company
recorded approximately $16.2 million and $48.2 million
of amortization expense, net of income tax benefit, related to
its wireless license acquisition costs. Without this
amortization, the Companys earnings applicable to common
shareholders would have been $29.1 million and
$114.1 million for the three and nine months ended
September 30, 2001. In addition, during 2001, the
Companys 50% owned unconsolidated subsidiary, American
Cellular, recorded approximately $14.8 million and
$43.8 million of amortization expense related to its
goodwill and approximately $8.9 million and
$25.9 million of amortization expense, net of income tax
benefit, related to its wireless license acquisition costs, for
the three and nine months ended September 30, 2001. Without
this amortization, American Cellulars earnings applicable
to common stockholders would have been $7.5 million and
$33.0 million for the three and nine months ended
September 30, 2001.

Through December 31, 2001, the
Companys accounting policy for impairment of long-lived
assets was based on the provisions of SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of. In accordance with
SFAS No. 121, the Companys policy was to review the
carrying value of long-lived assets and certain identifiable
intangibles whenever events or changes in circumstances indicate
that the carrying value may not be recoverable. If such
circumstances were deemed to exist, the carrying value of the
asset would be compared to the estimated undiscounted future
cash flows generated by the asset. In accordance with SFAS
No. 121, the Companys definite life assets will
continue to be amortized over their estimated useful lives and
are subject to SFAS No. 121 impairment criteria. As a
result of fully implementing SFAS No. 142 on
January 1, 2002, the Company is now required to evaluate
the carrying value of its indefinite life intangible assets
using their fair values, at least annually. If the carrying
amount of the intangible asset exceeds its fair value, an
impairment loss shall be recognized in an amount equal to that
excess.

Upon implementation of SFAS No. 142, the
Company performed a comparison of the carrying amount of its
wireless license acquisition costs to the fair value of those
assets. For purposes of this comparison, it is the
Companys policy to aggregate its wireless license
acquisition costs. The Company determined the fair value of its
wireless license acquisition costs based on their estimated
future discounted cash flows. Based on the comparison, the
Company determined that the carrying amount of its wireless
license acquisition costs exceeded their estimated fair value.
As a result, the Company recorded a charge, net of income tax
benefit, of approximately $33.3 million to reflect the
write-down of its wireless license acquisition costs to their
fair value and a charge of approximately $140.8 million to
reflect its equity in the write-down of the wireless license

14



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##### 



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

acquisition costs of its 50% owned subsidiary,
American Cellular to their fair values. In addition, at
June 30, 2002 and September 30, 2002, American
Cellular, failed to comply with their total debt leverage ratio.
Due to factors and circumstances impacting American Cellular,
American Cellular concluded that it was necessary to re-evaluate
the carrying value of their goodwill and their indefinite life
intangible assets in accordance with SFAS No. 142. Based on
this evaluation, American Cellular concluded that there was an
impairment of their goodwill. Therefore, American Cellular
recorded an additional impairment loss totaling
$377.0 million, at June 30, 2002, as discussed in
Note 2.

In October 2001, the FASB issued SFAS
No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. This statement replaces
SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of. However, it maintains the fundamental provisions of
SFAS No. 121 for recognition and measurement of the
impairment of long-lived assets to be held and used and for
measurement of long-lived assets to be disposed of by sale. This
statement applies to all long-lived assets, including
discontinued operations, and replaces the provisions of APB
Opinion No. 30, Reporting the Results of
Operations  Reporting the Effects of Disposal of a
Segment of a Business, for the disposal of segments of a
business. This statement requires that those long-lived assets
be measured at the lower of carrying amount or fair value less
cost to sell. During the fourth quarter 2001, the Company and
its 50% owned subsidiary, American Cellular, entered into
definitive agreements to sell certain markets to Verizon
Wireless. With these agreements, the Company decided to adopt
this standard during the fourth quarter 2001, effective
January 1, 2001, to properly reflect the operations, assets
and liabilities of these markets as discontinued operations. See
Note 3 above.

11.     Reclassifications

Certain items have been reclassified in the 2001
consolidated financial statements to conform to the current
presentation.

12.     Subsequent
Events

On October 24, 2002 the Company signed a
non-binding letter of intent under which it would exchange its
two remaining wireless properties in California for two AT&T
Wireless properties in Alaska. In addition, AT&T Wireless
would transfer to the Company all of the Companys
Series AA preferred stock that it currently holds. Upon the
transfer of the Series AA preferred stock, AT&T
Wireless would own less than 5.0% of the Companys fully
diluted Class A common stock. Upon receipt of the
Series AA preferred stock, the Company plans to cancel that
issue. The transaction remains subject to the execution of
definitive agreements, board of director approvals, federal
regulatory approvals and certain other conditions.

On October 29, 2002, the Company received
notice from the Nasdaq that the Companys Class A
common stock securities would be delisted from the Nasdaq
National Market System. Therefore, as of October 29, 2002,
the Companys securities began trading on the OTC Bulletin
Board. The Company also announced its plans to appeal the
decision of the Nasdaq Listing Panel.

On November 7, 2002, the Companys
Board of Directors adopted a new stock purchase plan, which
authorized the Company to purchase of up to 10 million shares of
the Companys outstanding Class A common stock over
the next twelve months.

Subsequent to September 30, 2002, the
Company repurchased additional shares of its 13% senior
exchangeable preferred stock. Through November 13, 2002,
the Company had purchased 31,500 shares of its 13% senior
exchangeable preferred stock for an aggregate purchase price of
$9.7 million.

15



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##### 





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

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

Overview

We are one of the largest providers of rural and
suburban wireless communications systems in the United States.
We began providing wireless telephone services in 1990 in
Oklahoma and the Texas Panhandle. We have rapidly expanded our
wireless operations with an acquisition strategy targeting
underdeveloped rural and suburban areas, which have a
significant number of potential customers with substantial needs
for wireless communications. At September 30, 2002, our
wireless systems covered a population of approximately
6.4 million and we had approximately
748,900 subscribers, with an aggregate market penetration
of approximately 11.8%. We serve markets in portions of Alaska,
Arizona, California, Kansas, Maryland, Michigan, Missouri, New
York, Ohio, Oklahoma, Pennsylvania, Texas and West Virginia.

On February 25, 2000, we and AT&T
Wireless Services, Inc., through our equally-owned joint
venture, acquired American Cellular for approximately
$2.5 billion, including fees and expenses. As of
September 30, 2002, American Cellulars systems
covered a total population of approximately 5.0 million and
had approximately 673,100 subscribers, giving American
Cellular an aggregate market penetration of approximately 13.5%.
We manage American Cellular, whose markets have demographic
characteristics similar to ours, in portions of Illinois,
Kansas, Kentucky, Michigan, Minnesota, New York, Ohio, Oklahoma,
Pennsylvania, West Virginia and Wisconsin.

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

On January 26, 2001, the Federal
Communications Commission concluded an auction of 10 MHz
and 15 MHz PCS licenses in the C and F blocks in a
number of markets. Through one of our wholly-owned subsidiaries
we were the winning bidder for 14 of the auctioned licenses
representing an estimated total population of 19.8 million.
The FCC is currently considering our post-auction application
for a grant of those licenses, as well as legal challenges to
this application. If our subsidiary is granted all 14 licenses,
our total cost will be $546.1 million. However, in June
2001, the United States Court of Appeals for the District of
Columbia Circuit ruled that the FCC did not have the authority
to auction certain of those licenses, including 11 of the
14 licenses, which constitutes $536.5 million of total
amount that we bid. The Circuit Court decision was appealed to
the United States Supreme Court, which on March 4, 2002,
granted certiorari and agreed to hear the appeal. The Supreme
Court heard oral argument on October 8, 2002. We cannot
predict at this time how or when the Supreme Court may rule on
the issues in this case. If the decision of the Court of Appeals
is upheld on appeal, it is unlikely that we will be granted any
of those 11 licenses. We received a refund of approximately
$91.2 million of our $109.2 million deposit on
April 4, 2002. Verizon Wireless has filed an appeal with
the U.S. Court of Appeals for the D.C. Circuit
challenging the FCCs decision to not refund the

16



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##### 



entirety of its deposit. It is unclear at this
time whether Verizons appeal, even if successful, would
result in similar relief for us.


More recently, several bills have been introduced
in Congress that would compel the FCC to return remaining
deposits and allow winning bidders to elect to exit the auction
without any further obligations. However, to date no legislation
has been passed to this effect, and it is unclear if the
proposed legislation will be enacted into law. In addition, the
FCC recently requested comment on a proposal to allow winning
bidders voluntarily to dismiss all of their pending auction
applications, or to pick and choose certain pending applications
to dismiss, and has further asked whether such dismissal should
be without prejudice to the participation by the applicant in
any future re-auction of such licenses or to the rights of such
applicant to obtain such licenses in any future acquisition. The
FCC has also asked for comment on whether it should refund all
or a part of the funds remaining on deposit by such winning
bidders. Comments on such proposals have been received and
action by the FCC is pending. We cannot predict when the FCC may
act on these proposals, or how we may utilize any relief which
may be granted to it as a result of such proposals.

Discontinued Operations

On February 8, 2002, we sold three of our
wireless properties to Verizon Wireless for a total purchase
price of $263.0 million. These properties include
California 7 RSA, Ohio 2 RSA and Georgia 1 RSA,
which covered a total population of approximately 659,000. On
February 28, 2002, we also sold our 75% ownership interest
in Arizona 5 RSA to Verizon Wireless for a total purchase
price of $85.0 million. Arizona 5 RSA covered a total
population of approximately 199,200. In addition, on
February 8, 2002, two wholly-owned, indirect subsidiaries
of our 50% owned joint venture, American Cellular, sold
Tennessee 4 RSA to Verizon Wireless for a total purchase
price of $202.0 million, which covered a total population
of approximately 290,800. As a result of these sales, the
results of operations, assets and liabilities of these markets
during the periods presented are included as discontinued
operations in our condensed consolidated financial statements.
We used the proceeds from the sale of these properties primarily
to pay down bank debt under the respective credit facilities.

Market Swap

On October 24, 2002 we signed a non-binding
letter of intent under which we would exchange our two remaining
wireless properties in California for two AT&T Wireless
properties in Alaska. In addition, AT&T Wireless would
transfer to us all of our Series AA preferred stock that it
currently holds. Upon receipt of the Series AA preferred
stock, we plan to cancel that issue. The transaction remains
subject to the execution of definitive agreements, board of
director approvals, federal regulatory approvals and certain
other conditions.

Subscribers

Our subscriber base contains three types of
subscribers; post-paid, reseller and pre-paid. Post-paid
subscribers account for the largest portion of our subscriber
base, at 96.3%. These subscribers pay a monthly access fee for a
wireless service plan that generally includes a fixed amount of
minutes and certain service features. In addition to the monthly
access fee, these subscribers are typically billed in arrears
for long-distance charges, roaming charges and rate plan
overages. Our reseller subscribers are similar to our post-paid
subscribers in that they pay monthly fees to utilize our network
and services, however, these subscribers are billed by a third
party (reseller), who has effectively resold our service to the
end user (subscriber). We in turn bill the third party for the
monthly usage of the end user. The reseller base accounts for
2.6% of our total subscriber base. Our pre-paid subscribers,
which account for 1.1% of our subscriber base, are subscribers
that pre-pay for an agreed upon amount of minutes.

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

17



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##### 



Revenue

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

We derive service revenue by providing wireless
services to our subscribers. The industry has experienced
declining average revenue per minute as competition among
wireless service providers has led to reductions in rates for
airtime. The yield on our service revenue (service revenue
divided by subscriber minutes of use) was $0.21 and
$0.26 per minute for the three months ended
September 30, 2002 and 2001, and $0.22 and $0.27 per
minute for the nine months ended September 30, 2002 and
2001. These declines have generally been offset by significant
increases in average minutes-of-use per subscriber. The average
minute-of-use per subscriber increased 23.8% and 24.4% for the
three and nine months ended September 30, 2002, compared to
the same periods in 2001. We believe that the industry trend
toward increasing minutes of use per subscriber will continue to
offset declining revenues per minute of use due to the continued
popularity of single rate calling plans and the enhanced service
capacity of recently developed digital networks.

We derive roaming revenue by providing service to
subscribers of other wireless providers when those subscribers
roam into our markets and use our systems to carry
their calls. Roaming revenue accounted for 38.6% and 43.8% of
our operating revenue for the three months ended
September 30, 2002 and 2001, and 37.7% and 41.8% for the
nine months ended September 30, 2002 and 2001. Roaming
revenue typically yields slightly higher average per minute
rates and higher margins than revenues from our subscribers. We
achieve these higher margins because we incur relatively lower
incremental costs related to network operations, billing,
customer service and collections in servicing roaming customers
as compared to our home subscribers. However, even though
roaming revenue yields have offered higher margins than revenue
from our subscribers, the yields are declining and are becoming
more comparable to yields from our subscribers due to increased
market pressures and competition between wireless providers. Our
roaming yield (roaming service revenues, which includes airtime,
toll charges and surcharges, divided by roaming minutes of use)
was $0.22 and $0.33 per minute for the three months ended
September 30, 2002 and 2001, and $0.24 and $0.34 per
minute for the nine months ended September 30, 2002 and
2001. We believe that the trend of increasing roaming minutes
will continue to help offset declining roaming yields. Roaming
minutes increased 32.4% and 34.8% for the three and nine months
ended September 30, 2002, compared to the same periods in
2001. Roaming yields are decreasing as a result of new contracts
and scheduled rate reductions in existing contracts. We believe
these roaming contracts are beneficial because they secure
existing traffic and provide opportunity for a continuing
increase in the volume of traffic. Roaming revenue tends to be
impacted by seasonality. We typically have higher roaming
revenue during the second and third quarters of each year, as
users tend to travel more and, therefore, use their wireless
phones more during the spring and summer months.

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

Costs and Expenses

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

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

18



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##### 



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

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

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

Our depreciation and amortization expense
represents the costs associated with the depreciation of our
fixed assets and the amortization of definite life intangible
assets. Through December 31, 2001, these intangible assets
primarily consisted of wireless license acquisition costs and
customer lists. However, with the implementation of SFAS
No. 142, Goodwill and Other Intangible Assets,
we have ceased the amortization of wireless license acquisition
costs effective January 1, 2002. See Critical
Accounting Policies and Practices below for further
details.

Critical Accounting Policies and
Practices

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

Our general and administrative expenses and
certain other operating expenses include all infrastructure
costs, including costs for customer support, billing,
collections and corporate administration. We provide management
and certain other services to all of our subsidiaries, including
our 50% owned subsidiary, American Cellular, under the terms of
a management agreement. As a result, we share our corporate and
shared call center costs with our subsidiaries. Such costs are
allocated to us and our subsidiaries based on the proportionate
number of subscribers and estimated populations in our
respective licensed areas. If there were a change in the method
used to allocate shared costs among our subsidiaries and us, the
change could have a significant impact on our results of
operations.

We depreciate our property, plant and equipment
and amortize our customer lists and certain other definite life
intangible assets over their useful lives. These useful lives
are based on our estimates of the period that the assets will
generate revenue. In accordance with SFAS No 121, our policy was
to review the carrying value of our long-lived assets and
certain identifiable intangibles whenever events or changes in
circumstances indicate that the carrying value may not be
recoverable. With the implementation of SFAS No. 142,
Goodwill and Other Intangible Assets, which requires
companies to cease the amortization of existing goodwill and
intangible assets with indefinite lives, we treat our wireless
license acquisition costs as indefinite life intangible assets.
Therefore, upon implementing SFAS No. 142 in its entirety
on January 1, 2002, we ceased the amortization of wireless
license acquisition costs and now test for impairment of the
wireless license acquisition costs at least annually and only
adjust the carrying amount of these intangible assets upon an
impairment of wireless license acquisition costs. We also
determine on an annual basis whether facts and circumstances
continue to support an indefinite useful life. This change in
policy has and may continue to have a significant impact to our
results of operations and financial position. For the three and
nine months ended September 30, 2001, the aggregate amount
of amortization expense, net of income tax benefit, attributable
to our wireless license acquisition costs was approximately
$16.2 million and $48.2 million. Without this

19



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##### 



amortization, our earnings applicable to common
shareholders would have been $29.1 million and
$114.1 million for the three and nine months ended
September 30, 2001. In addition, for the three and nine
months ended September 30, 2001, our 50% owned,
unconsolidated subsidiary, American Cellular, recorded
approximately $14.8 million and $43.8 million of
amortization expense related to its goodwill and approximately
$8.9 million and $25.9 million of amortization
expense, net of income tax benefit, related to its wireless
license acquisition costs. Without this amortization, American
Cellulars earnings applicable to common stockholders would
have been $7.5 million and $33.0 million for the three
and nine months ended September 30, 2001.


Through December 31, 2001, our accounting
policy for impairment of long-lived assets was based on the
provisions of SFAS No. 121. In accordance with SFAS
No. 121, our policy was to review the carrying value of our
long-lived assets and certain identifiable intangible assets
whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. If such circumstances
were deemed to exist, the carrying value of the asset would be
compared to the estimated undiscounted future cash flows
generated by the asset. In accordance with SFAS No. 121,
our definite life assets will continue to be amortized over
their estimated useful lives and are subject to SFAS
No. 121 impairment criteria. As a result of fully
implementing SFAS No. 142 on January 1, 2002, we are
now required to evaluate the carrying value of our indefinite
life intangible assets using their fair values, at least
annually. If the carrying amount of the intangible asset exceeds
its fair value, an impairment loss shall be recognized in an
amount equal to that excess. Upon implementation of this new
pronouncement in its entirety, we recorded a charge, net of
income tax benefit, of approximately $33.3 million to
reflect the write-down of our wireless license acquisition costs
to their fair value and a charge of approximately
$140.8 million to reflect our 50% share in the write-down
of the wireless license acquisition costs of our 50% owned
subsidiary, American Cellular, to their fair value. In addition,
at June 30, 2002, American Cellular was not in compliance
with its total debt leverage ratio. Due to factors and
circumstances impacting American Cellular, American Cellular
concluded that it was necessary to re-evaluate the carrying
value of its goodwill and its indefinite life intangible assets
in accordance with SFAS No. 142. Based on this evaluation,
American Cellular concluded that there was an impairment of its
goodwill. Therefore, American Cellular recorded an additional
impairment loss totaling $377.0 million, at June 30,
2002.

Results of Operations

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



| |                                                                                                
| | -----------------------------------------------------------------------------------------------
| | Three Months Ended September 30, 2002
    Compared to Three Months Ended September 30,
    2001

Operating revenue.For the three months ended
September 30, 2002, our total operating revenue increased
$4.3 million, or 2.6%, to $169.1 million from
$164.8 million for the comparable period in 2001.

The following table sets forth the components of
our revenue for the periods indicated:

|                   |                             |                                  |   |            |         |        |  |            |        |  |   |        |         |  |  |       |        | 
|------------------ | --------------------------- | -------------------------------- | - | ---------- | ------- | ------ |  | ---------- | ------ |  | - | ------ | ------- |  |  | ----- | ------ | 
|                   |                             |                                 
|                   |                             | Three Months Ended September 30,
|                   |                             |                                 
|                   |                             |                                  |   |           
|                   |                             | 2002                             |   | 2001      
|                   |                             |                                  |   |           
|                   |                             | Amount                           |   | Percentage |         | Amount |  | Percentage
|                   |                             |                                  |   |            |         |        |  |           
|                   |                             |                                 
|                   |                             | ($ in thousands)                
|Operating revenue: |                             |                                  |   |            |         |        |  |            |        |  |   |        |         |  |  |      
|                   | Service revenue             |                                  | $ | 97,794     |         |        |  | 57.8%      |        |  | $ | 86,963 |         |  |  | 52.8% |       
|                   | Roaming revenue             |                                  |   | 65,312     |         |        |  | 38.6%      |        |  |   | 72,209 |         |  |  | 43.8% |       
|                   | Equipment and other revenue |                                  |   | 6,000      |         |        |  | 3.6%       |        |  |   | 5,672  |         |  |  | 3.4%  |       
|                   |                             |                                  |   |            |         |        |  |            |        |  |   |        |         |  |  |      
|                   |                             | Total                            |   | $          | 169,106 |        |  |            | 100.0% |  |   | $      | 164,844 |  |  |       | 100.0% | 
|                   |                             |                                  |   |            |         |        |  |            |        |  |   |        |         |  |  |      

For the three months ended September 30,
2002, our service revenue increased $10.8 million, or
12.5%, to $97.8 million from $87.0 million for the
three months ended September 30, 2001. This increase in
revenue was primarily attributable to increased market
penetration and subscriber usage. Our subscriber base increased
11% to 748,900 at September 30, 2002 from 674,800 at
September 30, 2001. Our average monthly

20



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##### 



service revenue per subscriber remained constant
at $45 for the three months ended September 30, 2002
compared to the three months ended September 30, 2001. Our
average monthly service revenue per subscriber continues to be
positively impacted by changes in the mix of digital and analog
subscribers in our subscriber base. On September 30, 2002,
86.8% of our subscriber base was on digital rate plans compared
to 68.6% at September 30, 2001. Our digital subscribers
tend to use more minutes in a larger home area than our analog
subscribers.


For the three months ended September 30,
2002, our roaming revenue decreased $6.9 million, or 9.6%,
to $65.3 million from $72.2 million for the three
months ended September 30, 2001. This decline in revenue
was attributable to a 31.7% decline in our roaming revenue per
minute-of-use, partially offset by a 32.4% increase in roaming
minutes.

For the three months ended September 30,
2002, our equipment and other revenue increased
$0.3 million, or 5.8%, to $6.0 million from
$5.7 million for the three months ended September 30,
2001. This increase is primarily a result of increased revenue
from management services provided to other wireless carriers.

Cost of service.For
the three months ended September 30, 2002, our total cost
of service decreased $2.7 million, or 6.2%, to
$42.1 million from $44.8 million for the comparable
period in 2001. During the third quarter 2002, roaming costs
accounted for 41% of our total cost of service. These roaming
costs decreased by $4.8 million for the three months ended
September 30, 2002, compared to the same period in 2001.
This resulted from a 31% decline in rates charged by third-party
wireless providers, resulting from new lower rate agreements,
offset by a 14% increase in the minutes used by our subscribers
on those providers networks. In addition to roaming costs,
the remaining portions of our total cost of service are the
costs related to operating our wireless network. These costs
increased in total by $2.1 million, as a result of an
approximate $1.4 million increase in wholesale toll charges
and an approximate $0.7 million increase in rent related to
our cell sites. Network costs increased due to increased
minutes-of-use on our networks.

Cost of equipment.For the three months ended
September 30, 2002, our cost of equipment decreased
$0.6 million, or 4.4%, to $12.1 million during 2002
from $12.7 million in 2001. This decline primarily resulted
from a slow-down in the migration of existing subscribers from
analog to digital service. We migrated 18,100 subscribers from
analog to digital during the three months ended
September 30, 2002, compared to 23,000 for the same period
in 2001.

Marketing and selling costs.For the three months ended
September 30, 2002, our marketing and selling costs
increased $0.4 million, or 2.2%, to $19.1 million from
$18.7 million for the three months ended September 30,
2001, due to increases in selling costs as a result of increased
advertising related to the introduction of a new line of rate
plans earlier this year. Gross subscriber additions remained
constant at 58,800 for the three months ended September 30,
2002 compared to the three months ended September 30, 2001.

General and administrative costs.For the three months ended
September 30, 2002, our general and administrative costs
increased $1.5 million, or 7.9%, to $20.5 million from
$19.0 million for the three months ended September 30,
2001. This increase in expense was primarily the result of
increased infrastructure costs, including customer service,
billing, collections and administrative costs as a result of the
overall growth of our business. Our average monthly general and
administrative costs per average subscriber decreased 10% to $9
for 2002 compared to $10 for 2001. This decrease in general and
administrative costs per subscriber was primarily from continued
efficiencies gained from further integration of acquired
companies and increased economies of scale.

Depreciation and amortization expense.For the three months ended
September 30, 2002, our depreciation and amortization
expense decreased $23.4 million, or 50.4%, to
$23.0 million from $46.4 million for 2001. This
decline in expense is a result of implementing SFAS
No. 142, Goodwill and Other Intangible Assets,
which required companies to stop amortizing existing goodwill
and intangible assets with indefinite lives effective
January 1, 2002. Under this new rule we treat our wireless
license acquisition costs as indefinite life intangible assets.
For the three months ended September 30, 2001, the
aggregate amount of amortization expense attributable to our
wireless license acquisition costs was approximately
$26.3 million.

21



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##### 



Interest expense.For the three months ended
September 30, 2002, our interest expense decreased
$4.1 million, or 11.8%, to $31.1 million from
$35.2 million for the three months ended September 30,
2001. This decline in expense resulted primarily from the
reduction of our outstanding balance on our credit facility and
lower variable interest rates.

Other income net.For the three months ended
September 30, 2002, our other income, primarily consisting
of interest income, decreased $1.5 million, or 73.7%, to
$0.6 million from $2.1 million for the three months
ended September 30, 2001.

Minority interests in income of subsidiaries.For the three months ended
September 30, 2002, our minority interests in income of
subsidiaries increased $0.5 million, or 26.2%, to
$2.1 million from $1.6 million for the three months
ended September 30, 2001. This increase was attributable to
the increased income earned from our subsidiaries in which we do
not own a 100% interest.

Loss from investment in joint venture.For the three months ended
September 30, 2001, our loss from investment in joint
venture was $15.4 million. This loss represents our 50%
loss from our 50% owned joint venture, American Cellular. No
loss was recognized for the three months ended
September 30, 2002, as a result of American Cellulars
impairment loss on their goodwill, which caused us to write down
the investment in joint venture to $0 as of June 30, 2002.

Discontinued operations.For the three months ended
September 30, 2001, we had a loss of $0.7 million from
discontinued operations. This represents the operations from the
markets sold to Verizon Wireless during February 2002.

Extraordinary gain.For the three months ended
September 30, 2002, we had an extraordinary gain of
approximately $1.6 million, net of tax expense, which
resulted from the repurchase of $11.5 million principal
amount of Dobson/ Sygnet senior notes for the purchase price of
approximately $8.9 million.

Net income (loss).For the three months ended
September 30, 2002, our net income was $13.9 million.
Our net income increased $36.8 million, or 160.5%, from a
net loss of $22.9 million for the three months ended
September 30, 2001. The increase in our net income was
primarily attributable to our decrease in amortization expense
along with the absence of loss from investment in joint venture
for the three months ended September 30, 2002, due to the
write-down of the investment in joint venture, as described
above.

Dividends on preferred stock.For the three months ended
September 30, 2002, our dividends on preferred stock
increased $2.4 million, or 10.4%, to $24.8 million
from $22.4 million for the three months ended
September 30, 2001. This increase was the result of
additional dividends accumulating on our 12.25% and
13% senior exchangeable preferred stock.

Excess of carrying value over repurchase price
of preferred stock.During September
2002, we repurchased a total of $33.0 million carrying
value of our 12.25% senior exchangeable preferred stock and
$8.1 million carrying value of our 13% senior
exchangeable preferred stock, for an aggregate purchase price of
$10.9 million. This resulted in an excess of carrying value
over repurchase price of preferred stock totaling
$30.2 million.



| |                                                                                              
| | ---------------------------------------------------------------------------------------------
| | Nine Months Ended September 30, 2002
    Compared to Nine Months Ended September 30,
    2001

Operating revenue.For the nine months ended
September 30, 2002, our total operating revenue increased
$22.8 million, or 5.1%, to $472.1 million from
$449.3 million for the comparable period in 2001.

22



---



##### 



The following table sets forth the components of
our revenue for the periods indicated:

|                   |                             |                                 |   |            |         |        |  |            |        |  |   |         |         |  |  |       |        | 
|------------------ | --------------------------- | ------------------------------- | - | ---------- | ------- | ------ |  | ---------- | ------ |  | - | ------- | ------- |  |  | ----- | ------ | 
|                   |                             |                                
|                   |                             | Nine Months Ended September 30,
|                   |                             |                                
|                   |                             |                                 |   |           
|                   |                             | 2002                            |   | 2001      
|                   |                             |                                 |   |           
|                   |                             | Amount                          |   | Percentage |         | Amount |  | Percentage
|                   |                             |                                 |   |            |         |        |  |           
|                   |                             |                                
|                   |                             | ($ in thousands)               
|Operating revenue: |                             |                                 |   |            |         |        |  |            |        |  |   |         |         |  |  |      
|                   | Service revenue             |                                 | $ | 278,757    |         |        |  | 59.1%      |        |  | $ | 243,670 |         |  |  | 54.2% |       
|                   | Roaming revenue             |                                 |   | 178,067    |         |        |  | 37.7%      |        |  |   | 187,687 |         |  |  | 41.8% |       
|                   | Equipment and other revenue |                                 |   | 15,288     |         |        |  | 3.2%       |        |  |   | 17,925  |         |  |  | 4.0%  |       
|                   |                             |                                 |   |            |         |        |  |            |        |  |   |         |         |  |  |      
|                   |                             | Total                           |   | $          | 472,112 |        |  |            | 100.0% |  |   | $       | 449,282 |  |  |       | 100.0% | 
|                   |                             |                                 |   |            |         |        |  |            |        |  |   |         |         |  |  |      

For the nine months ended September 30,
2002, our service revenue increased $35.1 million, or
14.4%, to $278.8 million from $243.7 million for the
nine months ended September 30, 2001. This increase in
revenue was primarily attributable to increased market
penetration and subscriber usage. Our subscriber base increased
11% to 748,900 at September 30, 2002 from 674,800 at
September 30, 2001. Even though we have experienced
increased competition and market pressure, our average monthly
service revenue per subscriber increased to $44 for the
nine months ended September 30, 2002 from $43 for the nine
months ended September 30, 2001, because our average
monthly service revenue per subscriber continues to be
positively impacted by changes in the mix of digital and analog
subscribers in our subscriber base. On September 30, 2002,
86.8% of our subscriber base was on digital rate plans compared
to 68.6% at September 30, 2001. Our digital subscribers
tend to use more minutes in a larger home area than our analog
subscribers.

For the nine months ended September 30,
2002, our roaming revenue decreased $9.6 million, or 5.1%,
to $178.1 million from $187.7 million for the nine
months ended September 30, 2001. This decline in revenue
was attributable to a 29.6% decline in our roaming revenue per
minute-of-use, partially offset by a 34.8% increase in roaming
minutes in our markets.

For the nine months ended September 30,
2002, our equipment and other revenue decreased
$2.6 million, or 14.7%, to $15.3 million from
$17.9 million for the nine months ended September 30,
2001 despite the fact that our total gross subscriber additions
have continued to increase. This decline in revenue is primarily
due to the slow-down in the migration of existing subscribers
from analog to digital service.

Cost of service.For
the nine months ended September 30, 2002, our total cost of
service increased $3.4 million, or 2.8%, to
$125.9 million from $122.5 million for the comparable
period in 2001. During the nine months ended September 30,
2002, roaming costs accounted for 44% of our total cost of
service. These roaming costs decreased by $5.4 million for
the nine months ended September 30, 2002, compared to the
same period in 2001. This resulted from a 26% decline in rates
charged by third-party wireless providers, resulting from new
lower rate agreements, offset by a 23% increase in the minutes
used by our subscribers on those providers networks. In
addition to roaming costs, the remaining portions of our total
cost of service are the costs related to operating our wireless
networks. These costs increased in total by $8.8 million,
primarily as a result of an approximate $4.8 million
increase in wholesale toll charges, an approximate
$2.7 million increase in rent related to our cell sites and
an increase of approximately $1.3 million in other
networking costs associated with increases in our network
capacity necessary to handle minute-of-use growth. Network costs
have increased due to increased minutes-of-use on our networks.

Cost of equipment.For the nine months ended
September 30, 2002, our cost of equipment decreased
$4.0 million, or 10.5%, to $34.8 million during 2002
from $38.8 million in 2001. This decline primarily resulted
from a slow-down in the migration of existing subscribers from
analog to digital service. We migrated 45,900 subscribers from
analog to digital during the nine months ended
September 30, 2002 compared to 75,800 for the same period
in 2001.

Marketing and selling costs.For the nine months ended
September 30, 2002, our marketing and selling costs
increased slightly by $0.2 million, or 0.3%, to
$56.1 million from $55.9 million for the nine months
ended September 30, 2001, due to an increase in gross
subscriber additions. Gross subscriber additions were 178,600

23



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##### 



during the nine months ended September 30,
2002 compared to 168,500 gross subscriber additions during
the nine months ended September 30, 2001.


General and administrative costs.For the nine months ended
September 30, 2002, our general and administrative costs
increased $3.2 million, or 5.8%, to $59.7 million from
$56.5 million for the nine months ended September 30,
2001. This increase was primarily the result of increased
infrastructure costs, including customer service, billing,
collections and administrative costs as a result of the overall
growth of our business. Our average monthly general and
administrative costs per average subscriber decreased 10% to $9
for 2002 compared to $10 for 2001. This decrease in general and
administrative costs per subscriber was primarily from continued
efficiencies gained from further integration of acquired
companies and increased economies of scale.

Depreciation and amortization expense.For the nine months ended
September 30, 2002, our depreciation and amortization
expense decreased $70.2 million, or 51.5%, to
$66.1 million from $136.3 million for 2001. This
decline in expense is a result of implementing SFAS
No. 142, Goodwill and Other Intangible Assets,
which required companies to stop amortizing existing goodwill
and intangible assets with indefinite lives effective
January 1, 2002. Under this new rule we treat our wireless
license acquisition costs as indefinite life intangible assets.
For the nine months ended September 30, 2001, the aggregate
amount of amortization expense attributable to our wireless
license acquisition costs was approximately $77.8 million.

Interest expense.For the nine months ended
September 30, 2002, our interest expense decreased
$19.3 million, or 17.4%, to $92.0 million from
$111.3 million for the nine months ended September 30,
2001. This decline in expense resulted primarily from the
reduction of our outstanding balance on our credit facility and
lower variable interest rates.

Other income, net.For the nine months ended
September 30, 2002, our other income, primarily consisting
of interest income, decreased $2.4 million, or 41.5%, to
$3.3 million from $5.7 million for the nine months
ended September 30, 2001.

Minority interests in income of subsidiaries.For the nine months ended
September 30, 2002, our minority interests in income of
subsidiaries increased $0.8 million, or 17.8%, to
$5.2 million from $4.4 million in 2001. This increase
was attributable to the increased income earned from our
subsidiaries in which we do not own a 100% interest.

Loss from investment in joint venture.For the nine months ended
September 30, 2002, our loss from investment in joint
venture increased $133.7 million, to $184.4 million,
from $50.7 million for the nine months ended
September 30, 2001. This increase is primarily from an
impairment of goodwill recognized by our 50% owned joint
venture, American Cellular.

Discontinued operations.For the nine months ended
September 30, 2002, we had income from discontinued
operations (including the gain on sale) of $99.8 million,
compared to a loss of $4.5 million for the nine months
ended September 30, 2001. This represents the gain from the
sale of the markets sold to Verizon Wireless during February
2002.

Cumulative effect of change in accounting
principle.For the nine months ended
September 30, 2002, we recognized a total impairment on our
wireless license acquisition costs of approximately
$174.1 million, net of tax benefit, as a result of
implementing SFAS No. 142, Goodwill and Other
Intangible Assets. Of this total, $33.3 million
reflects our impairment and $140.8 million reflects the
impairment from our 50% interest in American Cellular.

Extraordinary gain.For the nine months ended
September 30, 2002, we had an extraordinary gain of
approximately $1.6 million, net of tax expense, which
resulted from the repurchase of $11.5 million principal
amount of Dobson/ Sygnet senior notes for the purchase price of
approximately $8.9 million.

Net loss.For the
nine months ended September 30, 2002, our net loss was
$174.8 million. Our net loss increased $75.9 million,
or 76.7%, from $98.9 million for the nine months ended
September 30, 2001. The increase in our net loss was
primarily attributable to our cumulative effect of change in
accounting principle and our loss from investment in joint
venture, offset by the gain from the sale of discontinued
operations.

24



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##### 



Dividends on preferred stock.For the nine months ended
September 30, 2002, our dividends on preferred stock
increased $8.2 million, or 12.9%, to $71.6 million
from $63.4 million for the nine months ended
September 30, 2001. This increase was primarily the result
of dividends related to our issuance of 200,000 shares of
our Series AA Preferred Stock on February 8, 2001, and
the additional dividends accumulating on our 12.25% and
13% senior exchangeable preferred stock.

Excess of carrying value over repurchase price
of preferred stock.During September
2002, we repurchased a total of $33.0 million carrying
value of our 12.25% senior exchangeable preferred stock and
$8.1 million carrying value of our 13% senior
exchangeable preferred stock, for an aggregate purchase price of
$10.9 million. This resulted in an excess of carrying value
over the repurchase price totaling $30.2 million.

Liquidity and Capital Resources

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



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

At September 30, 2002, we had working
capital of $190.6 million, a ratio of current assets to
current liabilities of 2:1 and an unrestricted cash balance of
$287.3 million, which compares to working capital of
$181.9 million, a ratio of current assets to current
liabilities of 1.9:1 and an unrestricted cash balance of
$161.6 million at December 31, 2001.

Our net cash provided by operating activities
totaled $128.4 million for the nine months ended
September 30, 2002 compared to $41.9 million for the
nine months ended September 30, 2001. The increase was
primarily due to increases in operating income, reductions in
interest expense and increased cash flows from changes in
current assets and liabilities.

Our net cash provided by investing activities
totaled $363.6 million for the nine months ended
September 30, 2002, compared to net cash used in investing
activities of $186.3 million for the nine months ended
September 30, 2001. The increase was primarily due to the
net proceeds from sale of certain markets to Verizon Wireless
for a total of approximately $349.7 million, less
approximately $14.1 million reserved in escrow.

Net cash used in financing activities was
$366.3 million for the nine months ended September 30,
2002 compared to net cash provided by financing activities of
$175.9 million for the nine months ended September 30,
2001. Financing activity sources for the nine months ended
September 30, 2002 consisted primarily of proceeds from
long-term debt of $381.5 million, which was offset by
repayments of long-term debt totaling $714.5 million,
purchase of treasury stock of $7.8 million, purchase of
preferred stock of $10.9 million and purchase of
Dobson/Sygnet senior notes of $8.9 million. For the nine
months ended September 30, 2001, net cash provided by
financing was considerably higher compared to 2002, due to
issuance of preferred stock of $200.0 million and payments
of long-term debt of only $540.2 million compared to
$714.5 million in 2002.



| |                  
| | -----------------
| | Capital Resources



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

On January 14, 2000, our wholly-owned
subsidiary, Dobson Operating Co. LLC (DOC LLC)
obtained an $800.0 million credit facility and increased it
by $125.0 million to $925.0 million on May 1,
2000. This credit facility is guaranteed by certain of our
subsidiaries and by us. The original proceeds from the
$800.0 million credit facility were used primarily to:



| |   |                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | consolidate the indebtedness of two of our
    subsidiaries under a $160.0 million credit facility and a
    $250.0 million senior secured credit facility;

25



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##### 





| |   |                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------
| |  | repurchase $159.7 million outstanding
    principal amount of our 11.75% senior notes due
    2007; and
|
| |  | pay the cash portion of the costs of certain of
    our pending acquisitions.                          

The increase of $125.0 million was used to
fund the acquisition of Texas 9 RSA on May 1, 2000.

At September 30, 2002, this credit facility
included a $204.5 million revolving credit facility and
$300.4 million remaining of term loan facilities consisting
of a Term A Facility of $146.1 million, a Term B
Facility of $83.3 million and an additional Term B
Facility of $71.0 million. These loans begin to mature in
2007. As of September 30, 2002, we had $504.9 million
outstanding under this credit facility and we had
$95.5 million of availability.

Advances bear interest, at our option, on a prime
rate or LIBOR formula. The weighted average interest rate was
4.5% for the nine months ended September 30, 2002. Our
obligations under the credit facility are secured by:



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

We are required to amortize the Term A Facility
with quarterly principal payments of $5.0 million, which
began on June 30, 2001, increasing over the term of the
loan to quarterly principal payments of $25.0 million. We
are required to amortize the Term B Facility with quarterly
principal payments of $375,000 from March 31, 2000 through
December 31, 2006 and with quarterly principal payments of
$34.9 million during 2007. The company began amortizing the
additional $125.0 million portion of the Term B
Facility with quarterly principal payments of $312,500 on
June 30, 2000, and will continue through March 31,
2007. These quarterly principal payments on the addition
Term B Facility will increase to $29.1 million from
June 30, 2007 through March 31, 2008. Under certain
circumstances, we are required to make prepayments of proceeds
received from significant asset sales, new borrowings and sales
of equity and a portion of excess cash flow. When we completed
the sale of four licenses to Verizon Wireless for a total
purchase price of $348.0 million during February 2002, we
permanently prepaid approximately $248.4 million towards
this credit facility. In addition, we have the right to prepay
the credit facility in whole or in part at any time. During the
nine months ended September 30, 2002, our total scheduled
principal payments were approximately $10.5 million under
this facility. During the remainder of 2002, we will be required
to make additional principal payments totaling $3.9 million. In
addition, during 2003, we will be required to make additional
principal payments totaling $22.5 million. As of
September 30, 2002, we had $504.9 million outstanding
under the credit facility.

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



| |   |                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a ratio of senior indebtedness to operating cash
    flow of initially not more than 7.75 to 1, decreasing over
    time to 5.00 to 1;                                                                           
|
| |  | a ratio of operating cash flow to debt service
    requirements of initially not less than 1.15 to 1,
    increasing over time to 1.50 to 1;                                                                     
|
| |  | a ratio of operating cash flow to interest
    expense of initially not less than 1.40 to 1, increasing
    over time to 2.25 to 1;                                                                              
|
| |  | a ratio of operating cash flow minus capital
    expenditures to the sum of debt service requirements and cash
    distributions of initially not less than 1.05 to 1, increasing
    over time to 1.15 to 1; and
|
| |  | a limitation of capital expenditures.                                                                                                                                                                            

26



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At September 30, 2002, we were in compliance
with all required financial ratios and expect to continue to be
in compliance throughout 2002.



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

Our subsidiary, Dobson/ Sygnet, has outstanding
$200.0 million aggregate principal amount of senior notes
that mature in 2008. However, on September 30, 2002, we
purchased $11.5 million principal amount of these senior
notes for approximately $8.9 million. Therefore, on a
consolidated basis at September 30, 2002, these senior
notes have a remaining outstanding principal balance totaling
$188.5 million and we recognized an extraordinary gain of
$1.6 million, net of tax, relating to this purchase. The
Dobson/ Sygnet notes bear interest at an annual rate of 12.25%,
payable semi-annually on each June 15 and December 15.
The Dobson/ Sygnet note indenture contains restrictive covenants
that, among other things, limit the ability of Dobson/ Sygnet
and its subsidiaries to incur additional indebtedness, create
liens, pay dividends or make distributions in respect of their
capital stock, make investments or certain other restricted
payments, sell assets, redeem capital stock, issue or sell stock
of restricted subsidiaries, enter into transactions with
stockholders or affiliates or effect a consolidation or merger.



| |                                
| | -------------------------------
| | Sygnet Wireless Credit Facility

Our indirect wholly-owned subsidiary, Sygnet
Wireless, is a party to a secured credit agreement for an
aggregate of $319.7 million, consisting of a
$34.8 million revolving credit facility and
$284.9 million of term loan facilities. Interest on the
revolving credit facility and the term loan facilities is based
on a prime rate or a LIBOR formula, and has ranged between 4.4%
and 10.5% since inception. As of September 30, 2002, the
only amounts outstanding were the term loan facilities totaling
$284.9 million, thus we had $34.8 million of
availability under the Sygnet revolving credit facility.

The obligations under the Sygnet credit facility
are secured by a pledge of the capital stock of Dobson/
Sygnets operating subsidiary as well as a lien on
substantially all of the assets of Dobson/ Sygnet and the assets
of its operating subsidiary. The Sygnet credit facilities
require that Dobson/ Sygnet and we maintain certain financial
ratios. The failure to maintain these ratios would constitute an
event of default, notwithstanding Dobson/ Sygnets ability
to meet its debt service obligations. The Sygnet credit
facilities amortize quarterly. The $34.8 million revolving
credit facility terminates on September 23, 2006. The
$284.9 million term loans terminate on December 23,
2007. During the nine months ended September 30, 2002,
Dobson/Sygnets total scheduled principal payments were
approximately $10.7 million under this facility. During the
remainder of 2002, Dobson/Sygnet will be required to make
additional principal payments totaling $3.6 million. In
addition during 2003, Dobson/Sygnet will be required to make
additional principal payments totaling $28.3 million. The
weighted average interest rate on the Dobson/ Sygnet credit
facilities was 5.0% for the nine months ended September 30,
2002.



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

The American Cellular joint venture has a bank
credit facility of $1.34 billion with Bank of America N.A.,
as Administrative Agent and a group of participating lenders.
American Cellular has required, and will likely continue to
require, substantial capital to further develop, expand and
upgrade its wireless systems. The American Cellular joint
venture has budgeted approximately $55.0 million for
American Cellular capital expenditures in 2002, of which,
approximately $5.0 million to $10.0 million will be
used to begin their GSM/GPRS overlay. At September 30,
2002, American Cellular had $6.0 million of unrestricted
cash and $75.2 million in restricted cash, of which
$67.0 million of the restricted cash was in escrow to pay
interest on its Senior Subordinated Notes. American Cellular
anticipates that their cash flow from operations, along with
this cash, will be sufficient to meet their short-term cash
needs.

On February 25, 2000, American Cellular
obtained a $1.75 billion bank credit facility that included
a $300.0 million revolving credit facility and
$1.45 billion of term loan facilities. American
Cellulars credit facility was amended effective
March 14, 2001, when American Cellular permanently repaid
$200.0 million of the term loan. American Cellular used
proceeds from the issuance of $450.0 million Senior
Subordinated

27



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##### 



Notes due 2009 (described below), to reduce the
credit facility to $1.55 billion. American Cellulars
credit facility was further amended effective June 4, 2001,
when American Cellular permanently repaid $201.3 million of
the term notes under the credit facility with proceeds from the
issuance of $250.0 million Senior Subordinated Notes due
2009 (described below) and the credit facility was reduced to
$1.34 billion. On September 27, 2001, American
Cellular and its lenders agreed to a third amendment to the
credit facility, which modified certain financial covenants
(described below). In addition to its financial covenants,
American Cellular is required to make prepayments of proceeds
received from significant asset sales, new borrowings and a
portion of excess cash flow. When American Cellular completed
the sale of Tennessee 4 RSA to Verizon Wireless for a total
purchase price of $202.0 million during February 2002, it
permanently reduced its credit facility by approximately
$190.0 million. The maximum availability of American
Cellulars credit facility is limited by restrictions, such
as certain financial ratios. As of September 30, 2002,
American Cellular had outstanding borrowings under its credit
facility of $904.9 million, with no additional amounts
available for future borrowings.


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



| |   |                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a ratio of senior indebtedness to operating cash
    flow of 7.00 to 1 at December 31, 2001, decreasing to
    5.75 to 1 at December 31, 2002 and decreasing over
    time to 2.50 to 1;                                    
|
| |  | a ratio of total indebtedness to operating cash
    flow of 10.10 to 1 at December 31, 2001, decreasing to
    7.75 to 1 at December 31, 2002 and decreasing over
    time to 4.00 to 1;                                    
|
| |  | a ratio of operating cash flow to debt service
    requirements of 1.20 to 1 at December 31, 2001,
    increasing to 1.35 to 1 at December 31, 2002 and
    decreasing over time to 1.20 to 1;                              
|
| |  | a ratio of operating cash flow to interest
    expense requirement of 1.45 to 1 at December 31, 2001,
    increasing to 1.80 to 1 at December 31, 2002 and
    increasing over time to 2.50 to 1;                           
|
| |  | beginning on December 31, 2002, a ratio of
    operating cash flow minus capital expenditures to the sum of
    debt service requirements and cash distributions of 1.00 to
    1 and continuing over time at 1.00 to 1; and
|
| |  | a limitation on capital expenditures.                                                                                                                                                                                       

Interest on the revolving credit facility and the
term loan facilities is variable and is based on a prime rate or
a LIBOR formula. The weighted average interest rate for the nine
months ended September 30, 2002 was 4.8% and interest rates
have ranged between 4.4% and 10.1% since the credit
facilitys inception in February 2000.

American Cellulars credit facility includes
a financial covenant requiring that American Cellular not exceed
a total debt leverage ratio ranging from 9.25 to 1.00 in
the first quarter to 7.75 to 1.00 in the fourth quarter
2002. At June 30, 2002 and September 30, 2002,
American Cellular failed to comply with this covenant. American
Cellular has had and will continue to have discussions with the
lenders regarding the credit facility. The lenders presently
have the right, but not the obligation, to accelerate the
repayment of the entire amount outstanding under the credit
facility. Acceleration under the credit facility would allow the
holders of American Cellulars Senior Subordinated Notes to
declare the principal and interest of the Senior Subordinated
Notes immediately due and payable. American Cellular would then
be required to either refinance the debt or repay the amounts
due. If this were to occur, American Cellular would attempt to
renegotiate the debt with the holders to provide, among other
things, for an extended repayment term. American Cellular can
provide no assurance that it will be able to renegotiate the
debt under these conditions or meet its obligation under the
accelerated repayment terms. Therefore, as of June 30, 2002
and as of September 30, 2002, American Cellular classified
all of its long-term debt as current. Unless such non-compliance
is resolved, there continues to be substantial doubt about
American Cellulars ability to continue as a going concern,
as expressed in the independent auditors report on American
Cellulars 2001 financial statements. Also as a result of
American Cellulars non-compliance, subsequent to
September 30, 2002, all

28



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##### 



borrowings under its credit facility are only
available based on prime rate, which will increase American
Cellulars borrowing rate in the future.


During the nine months ended September 30,
2002, American Cellulars total scheduled principal
payments were approximately $27.2 million under its
facility. During the remainder of 2002, American Cellular will
be required to make additional scheduled principal payments
totaling $10.6 million and during 2003, American Cellular
will be required to make scheduled principal payments totaling
$56.8 million.

On March 14, 2001, American Cellular sold
$450.0 million principal amount of Senior Subordinated
Notes at a discount of $3.3 million. These notes carry an
interest rate of 9.5%. The discount will be amortized over the
life of the notes. On June 4, 2001, American Cellular sold
an additional $250.0 million principal amount of Senior
Subordinated Notes at a discount of $3.6 million. These
notes also carry an interest rate of 9.5%. The discount will be
amortized over the life of the notes. The proceeds were used to
repay outstanding indebtedness under the American Cellular
credit facility and to deposit funds into an interest reserve
account to fund the first four scheduled interest payments on
the notes.



| |                      
| | ---------------------
| | Dobson Communications

On February 8, 2001, we issued
200,000 shares of our Series AA Preferred Stock to
AT&T Wireless for aggregate cash proceeds of
$200.0 million. Each share of Series AA Preferred
Stock is entitled to cumulative annual dividends of 5.96% on the
liquidation preference of $1,000 per share, subject to
certain adjustments. Dividends accrue but are not payable until
after February 2006. At September 30, 2002, we had
approximately $19.9 million in accrued dividends payable on
our balance sheet related to this issue. Each share of
Series AA Preferred Stock is mandatorily exchangeable for
one share of our Series A Convertible Preferred Stock, par
value $1.00 per share. Each share of our Series A
Convertible Preferred Stock will be convertible into our
Class A Common Stock at a conversion price of
$25.35 per share. At September 30, 2002, we had
200,000 shares of Series AA Preferred Stock issued and
outstanding. On October 24, 2002 we signed a non-binding
letter of intent with AT&T Wireless that would, among other
things, result in AT&T Wireless transferring to us all of
our Series AA preferred stock. Upon receipt of the
Series AA preferred stock, we plan to cancel that issue.

As of September 30, 2002, we had outstanding
369,579 shares of our 12.25% senior preferred stock
and 250,854 shares of our 13% senior preferred stock
with aggregate liquidation values of $413.3 million and
$264.6 million, respectively, including accrued stock
dividends. Each certificate of designation for our senior
preferred stock contains restrictive covenants, which may limit
our ability to incur indebtedness in the future. In September,
we repurchased a total of $33.0 million carrying value of
our 12.25% senior exchangeable preferred stock and
$8.1 million carrying value of our 13% senior
exchangeable preferred stock, for an aggregate purchase price of
$10.9 million. This repurchase resulted in an excess of
carrying value over repurchase price of preferred stock totaling
$30.2 million, thus, increasing earnings applicable to
common stockholders.

Our principal stockholder, Dobson CC Limited
Partnership, or DCCLP, and certain of its affiliates, are
parties to credit agreements with Bank of America, N.A. These
credit agreements have aggregate principal amounts outstanding
of approximately $280 million as of September 30,
2002. To secure their obligations under these credit agreements,
DCCLP and these affiliates individually pledged certain assets,
which include beneficial ownership of securities representing
controlling interests in DCCLP and in us. These loans will
mature on March 31, 2003, unless extended. If the loans are
not paid at maturity or if an event of default occurs under the
loan agreements, and the lender elects to foreclose on the
collateral, we could experience a change of control under the
indenture governing our outstanding senior notes, our
certificates of designation governing two series of our
outstanding senior preferred stock, and our bank credit
facility, and under the indenture governing the outstanding
senior notes of our subsidiary, Dobson/ Sygnet.

Upon a change of control, Dobson/ Sygnet and we
would each be required to offer to purchase our outstanding
senior notes at 101% of the principal amount plus accrued and
unpaid interest. We would also be required to offer to
repurchase all of our outstanding senior preferred stock at 101%
of the aggregate liquidation preference. There can be no
assurance that we would have the funds necessary to complete
these

29



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##### 



repurchases. If Dobson/ Sygnet and we failed to
complete the purchases of the tendered senior notes, the
noteholders or their indenture trustees would be entitled to
accelerate the maturity of the senior notes. If we failed to
complete the purchases of our outstanding senior preferred
stock, the holders of our two series of senior preferred stock
would be entitled to elect two additional directors to our board
of directors. Our credit facility and the credit facility of
Dobson/ Sygnets subsidiary, Sygnet Wireless, prohibit us
from making the required offers to purchase. A change of control
would also constitute an event of default under our bank credit
facility entitling the lender to accelerate the maturity of that
debt. A default under our bank credit facility constitutes a
default under the Sygnet Wireless credit facility.


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



| |                    
| | -------------------
| | Capital Commitments

We had capital expenditures of $65.1 million
for the nine months ended September 30, 2002. We have
budgeted approximately $85.0 million for capital
expenditures in 2002, of which, approximately $5.0 million
to $10.0 million will be used to begin our GSM/ GPRS
overlay. In addition, on September 14, 2001, our Board of
Directors authorized the expenditure of up to $80.0 million
over the next twelve months for the possible repurchase of
shares of our outstanding Class A common stock. As of
September 30, 2002, we had purchased an aggregate of
4.6 million shares for a total cost of $26.3 million.
On November 7, 2002, our Board of Directors adopted a new
stock purchase plan, which authorized us to purchase of up to
10 million shares of our outstanding Class A common
stock over the next twelve months. We may require additional
financing for future acquisitions, to refinance our debt at its
final maturities and to meet the mandatory redemption provisions
on our senior preferred stock. The amount and timing of capital
expenditures may vary depending on the rate at which we expand
and develop our wireless systems and whether we consummate
additional acquisitions.

On November 16, 2001, (as amended on
August 5, 2002), we agreed to purchase approximately
$100.5 million of cell site and switching equipment from
Nortel Networks Corp. prior to July 15, 2005. Approximately
$52.2 million of the commitment remained outstanding at
September 30, 2002. If we fail to fully meet this
commitment by July 15, 2005, we could be forced to pay a
penalty of up to 20% of the unfulfilled commitment. We expect to
substantially fulfill our purchase commitment under this
agreement prior to its scheduled completion date. We have and
will continue to finance our purchases made under this
commitment using cash flows from operations or funds available
under our credit facilities.

On January 26, 2001, the FCC concluded an
auction of 10 MHz and 15 MHz PCS licenses in the C and
F Blocks in a number of markets. Through one of our
wholly-owned subsidiaries, we were the winning bidder for 14 of
the auctioned licenses representing an estimated total
population of 19.8 million. The FCC is currently
considering that subsidiarys post-auction application for
grant of those licenses, as well as legal challenges to this
application. If our subsidiary is granted all 14 licenses,
the total cost will be $546.1 million. However, in June
2001, the United States Court of Appeals for the District of
Columbia Circuit ruled that the FCC did not have the authority
to auction certain of those licenses previously licensed to
NextWave Personal Communications, Inc., including 11 of the 14
licenses for which our subsidiary was the successful bidder.
These 11 licenses represent $536.5 million of the total
amount that our subsidiary bid. The Courts decision was
appealed to the United States Supreme Court, which on
March 4, 2002, granted certiorari and agreed to

30



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##### 



hear the appeal. The Supreme Court heard oral
argument on October 8, 2002. We cannot predict at this time
how or when the Supreme Court may rule on the issues in this
case.


If the decision of the Court of Appeals in the
NextWave litigation becomes final or is upheld on appeal or a
settlement is not reached, it is unlikely that our subsidiary
will be granted the 11 licenses for spectrum previously
licensed to NextWave. It is likely, however, that our subsidiary
would then receive a full refund of the balance of the deposit
attributable to the 11 licenses at that time. In addition,
if our subsidiary does not acquire those licenses, we do not
anticipate that we would execute our current plan to build a
jointly-owned PCS network with AT&T Wireless. Consequently,
we may be forced to reevaluate the PCS component of our
previously announced strategy. However, if our subsidiary is
granted the licenses, we are uncertain as to how they would
finance the purchase, since there is no commitment for financing
currently in place. Sources of additional financing for these
licenses may include commercial bank borrowings and the sale of
equity or debt securities. We have no assurance that any such
financing will be available on acceptable terms or at all. In
addition, we cannot predict the effect on our competitive
position due to any change to our business plan regarding the
auctioned licenses.

Included on our balance sheet are deposits
totaling $18.0 million at September 30, 2002 and
$109.2 million at December 31, 2001, related to these
14 licenses. In light of the substantial delays associated
with the pending NextWave litigation, our subsidiary (along with
other winning bidders) requested that the FCC refund that
portion of our deposit attributable to the 11 licenses. In
March 2002, the FCC announced that subject to the terms of its
Order, the FCC would make a refund of 85% of the portion of the
deposits attributable to those licenses involved in the pending
NextWave litigation and our license application would remain
pending during the pendency of the NextWave litigation. Pursuant
to this Order, we received a refund of approximately
$91.2 million of its $109.2 million deposit in April
2002. Verizon Wireless has filed an appeal with the
U.S. Court of Appeals for the D.C. Circuit challenging
the FCCs decision to not refund the entirety of its down
payment. It is unclear at this time whether Verizons
appeal, even if successful, would result in similar relief
for us.

More recently, several bills have been introduced
in Congress that would compel the FCC to return remaining
deposits and allow winning bidders to elect to exit the auction
without any further obligations. However, to date no legislation
has been passed to this effect, and it is unclear if the
proposed legislation will be enacted into law. In addition, the
FCC recently requested comment on a proposal to allow winning
bidders voluntarily to dismiss all of their pending auction
applications, or to pick and choose certain pending application
to dismiss, and has further asked whether such dismissal should
be without prejudice to the participation by the applicant in
any future re-auction of such licenses or to the rights of such
applicant to obtain such licenses in any future acquisition. The
FCC has also asked for comment on whether it should refund all
or a part of the funds remaining on deposit by such winning
bidders. Comments on such proposals have been received and
action by the FCC is pending. We cannot predict when the FCC may
act on these proposals, or how we may utilize any relief which
may be granted to us as a result of such proposals.

Although we cannot provide any assurance,
assuming successful implementation of our strategy, including
the further development of our wireless systems and significant
and sustained growth in our cash flows, we believe that
borrowings under our DOC LLC and Sygnet credit facilities, the
remaining proceeds from the sale of $200.0 million of
AA preferred stock on February 8, 2001 to AT&T
Wireless, the sale of four licenses to Verizon Wireless in
February 2002, cash flows from operations and cash on hand will
be sufficient to satisfy our currently expected capital
expenditures, working capital and debt service obligations over
the next year. The actual amount and timing of our future
capital requirements may differ materially from our estimates as
a result of, among other things, the demand for our services and
regulatory, technological and competitive developments. We
currently expect that we may need to refinance our indebtedness
at their respective maturities commencing in 2006. We may also
need to refinance our mandatory redemption obligations under our
senior preferred stock. Sources of additional financing may
include commercial bank borrowings, vendor financing and the
sale of equity or debt securities. We cannot assure you that any
such financing will be available on acceptable terms or at all.

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Effect of New Accounting Standards

In July 2001, the Financial Accounting Standards
Board (FASB) issued SFAS No. 141,
Business Combinations and No. 142,
Goodwill and Other Intangible Assets. These
standards prohibit the application of the pooling-of-interests
method of accounting for business combinations effective
June 30, 2001 and require companies to cease the
amortization of existing goodwill and intangible assets with
indefinite lives effective January 1, 2002. As a result of
the adoption of SFAS No. 142, we reassessed the useful
lives of our intangible assets. A significant portion of our
intangible assets are classified as Wireless license
acquisition costs, which represents the costs associated
with acquiring our FCC licenses. These licenses allow us to
provide wireless services by giving us the exclusive right to
utilize certain radio frequency spectrum. Although the FCC
licenses are issued for only a fixed time, generally ten years,
these licenses are renewed by the FCC on a routine basis and for
a nominal fee. In addition, we have determined that there are no
legal, regulatory, contractual, competitive, economic or other
factors that limit the useful life of these FCC licenses. As a
result, our wireless license acquisition costs are treated as
indefinite life intangible assets. Therefore, upon implementing
SFAS No. 142 in its entirety on January 1, 2002, we
ceased the amortization of our wireless license acquisition
costs and now test for impairment of our wireless license
acquisition costs at least annually and only adjust the carrying
amount of these intangible assets upon an impairment of the
wireless license acquisition costs. We also determine on an
annual basis whether facts and circumstances continue to support
an indefinite useful life. During the three and nine months
ended September 30, 2001, we recorded approximately
$16.2 million and $48.2 million of amortization
expense, net of income tax benefit, related to our wireless
license acquisition costs. Without this amortization, our
earnings applicable to common shareholders would have been
$29.1 million and $114.1 million for the three and
nine months ended September 30, 2001. In addition, our 50%
owned unconsolidated subsidiary, American Cellular, recorded
approximately $14.8 million and $43.8 million of
amortization expense related to their goodwill and approximately
$8.9 million and $25.9 million of amortization
expense, net of income tax benefit, related to their wireless
license acquisition costs, for the three and nine months ended
September 30, 2001. Without this amortization, American
Cellulars earnings applicable to common stockholders would
have been $7.5 million and $33.0 million for the three
and nine months ended September 30, 2001.

Through December 31, 2001, our accounting
policy for impairment of long-lived assets was based on the
provisions of SFAS No. 121. In accordance with SFAS
No. 121, our policy was to review the carrying value of
long-lived assets and certain identifiable intangibles whenever
events or changes in circumstances indicate that the carrying
value may not be recoverable. If such circumstances were deemed
to exist, the carrying value of the asset would be compared to
the estimated undiscounted future cash flows generated by the
asset. In accordance with SFAS No. 121, our definite life
assets will continue to be amortized over their estimated useful
lives and are subject to SFAS No. 121 impairment
criteria. As a result of fully implementing SFAS No. 142 on
January 1, 2002, we are now required to evaluate the
carrying value of our indefinite life intangible assets using
their fair values, at least annually. If the carrying amount of
the intangible asset exceeds its fair value, an impairment loss
shall be recognized in an amount equal to that excess.

Upon implementation of SFAS No. 142, we
first performed a comparison of the carrying amounts of our
wireless license acquisition costs to the fair value of those
assets. For purposes of this comparison, it is our policy to
aggregate our wireless license acquisition costs. We determined
the fair value of our wireless license acquisition costs based
on our estimated future discounted cash flows. Based on the
comparison, we determined that the carrying amount of our
wireless license acquisition costs exceeded their estimated fair
value. As a result, we recorded a charge in the first quarter of
2002, net of income tax benefit, of approximately
$33.3 million to reflect the write-down of our wireless
license acquisition costs to their fair value and a charge of
approximately $140.8 million to reflect our equity in the
write-down of the wireless license acquisition costs of our 50%
owned subsidiary American Cellular, to their fair value. In
addition, at June 30, 2002 and September 30, 2002,
when American Cellular failed to comply with its total debt
leverage ratio, it re-evaluated the carrying value of its
goodwill and their indefinite life intangible assets in
accordance with SFAS No. 142. Based on this evaluation,
American Cellular concluded that there was an impairment of its
goodwill. Therefore, American Cellular recorded an additional
impairment loss totaling $377.0 million, as of
June 30, 2002.

32



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##### 



In July 2001, the FASB issued SFAS No. 143,
Accounting for Asset Retirement Obligations. This
statement provides accounting and reporting standards for costs
associated with the retirement of long-lived assets. It requires
entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred.
When the liability is initially recorded, the entity capitalizes
a cost by increasing the carrying amount of the related
long-lived asset. Over time, the liability is accreted to its
present value each period, and the capitalized cost is
depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the
obligation for its recorded amount or incurs a gain or loss upon
settlement. We have not yet determined the effect that this new
accounting standard may have on our results of operations,
financial position and cash flows. We will be required to
implement this standard effective January 1, 2003.

In October 2001, the FASB issued SFAS
No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. This statement replaces
SFAS No. 121. However, it maintains the fundamental
provisions of SFAS No. 121 for recognition and measurement
of the impairment of long-lived assets to be held and used and
for measurement of long-lived assets to be disposed of by sale.
This statement applies to all long-lived assets, including
discontinued operations, and replaces the provisions of APB
Opinion No. 30, Reporting the Results of
Operations  Reporting the Effects of Disposal of a
Segment of a Business, for the disposal of segments of a
business. This statement requires that those long-lived assets
be measured at the lower of carrying amount or fair value less
cost to sell. During the fourth quarter 2001, we entered into
definitive agreements to sell five markets, one of which is
owned by our 50% owned, indirect subsidiary, American Cellular.
With these agreements, we elected to early adopt this standard
during the fourth quarter of 2001, effective January 1,
2001, to properly reflect the operations, assets and liabilities
of these markets as discontinued operations in our condensed
consolidated financial statements.

In April 2002, the FASB issued SFAS No. 145,
Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical
Corrections. SFAS No. 145 will be effective for
fiscal years beginning after May 15, 2002, and upon
adoption, we must reclassify extraordinary losses on
extinguishment of debt as interest expense in the prior periods
that have had extraordinary losses on debt extinguishments.

In July 2002, the FASB issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal
Activities. The provisions of SFAS No. 146 are
effective for exit or disposal activities that are initiated
after December 31, 2002. We do not expect the adoption of
SFAS No. 146 to have a material effect on our financial
condition or operations.

Forward-Looking Statements

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

Item 3.     Quantitative
and Qualitative Disclosures about Market Risk

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

33



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##### 



financial instruments for trading or speculative
purposes. The objective of our financial risk management is to
minimize the negative impact of interest rate fluctuations on
our earnings and equity. The counterparty is a major financial
institution. As of September 30, 2002, we had interest rate
hedges under various derivative contracts totaling
$325.0 million on our $504.9 million DOC
LLC credit facility. The terms of these agreements began
expiring in March 2002 and will continue through April 2003. For
the three months ended September 30, 2002 and 2001, the
interest expense related to the hedge was approximately
$4.0 million and $2.3 million, respectively, due to
the decline in current market interest rates. For the nine
months ended September 30, 2002 and 2001, the interest
expense related to the hedge was approximately
$11.8 million and $4.4 million, respectively, due to
the decline in current market interest rates.


At September 30, 2002, we had long-term debt
outstanding of $1.3 billion, of which, $464.8 million
bears interest at floating rates. These rates averaged 4.6% for
the nine months ended September 30, 2002. One percentage
point of an interest rate adjustment would change our interest
expense on an annual basis by approximately $4.6 million.

Item 4.     Controls
and Procedures

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

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

34



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##### 



PART II.

OTHER INFORMATION

Item 1.     Legal
Proceedings

Not applicable

Item 2.     Changes
in securities and Use of Proceeds

Not applicable

Item 3.     Defaults
Upon Senior Securities

Not applicable

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

Not applicable

Item 5.     Other
Information

Not applicable

Item 6.     Exhibits
and Reports on Form 8-K

(a) Exhibits

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

|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                         |  |  |             | 
|------- | ----- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |       |             |  | Method of                                                                                                                                                                                                                                                                                                                                                              
|Numbers |       | Description |  | Filing                                                                                                                                                                                                                                                                                                                                                                 
|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                        
|        | 2.1   |             |  | Agreement and Plan of Merger dated
    October 5, 1999 among ACC Acquisition LLC, ACC Acquisition
    Co. and American Cellular Corporation.                                                                                                                                                                                                                            |  |  | (8)[2.11]   | 
|        | 2.2   |             |  | Agreement and Plan of Recapitalization among
    Dobson Communications Corporation, Dobson Operating Company,
    Dobson CC Limited Partnership, Russell L. Dobson, J.W. Childs
    Equity Partners II, L.P., AT&T Wireless, Inc. and the
    other stockholders of Dobson Communications Corporations
    Class A Common Stock and Class D Preferred Stock.           |  |  | (8)[2.15]   | 
|        | 3.1   |             |  | Registrants Amended and Restated
    Certificate of Incorporation.                                                                                                                                                                                                                                                                                                     |  |  | (8)[3.1]    | 
|        | 3.2   |             |  | Registrants Amended and Restated By-laws.                                                                                                                                                                                                                                                                                                                              |  |  | (13)[3(ii)] | 
|        | 4.1   |             |  | Amended, Restated, and Consolidated Revolving
    Credit and Term Loan Agreement dated as of January 18, 2000
    among Dobson Operating Co., L.L.C., Banc of America Securities,
    LLC, Bank of America, N.A., Lehman Commercial Paper Inc. and TD
    Securities (USA) Inc., and First Union National Bank and
    PNC Bank, National Association, and the Lenders. |  |  | (8)[4.6]    | 
|        | 4.1.1 |             |  | Amendment, Waiver and Consent to the Dobson
    Operating Co., L.L.C., Credit Agreement dated as of
    June 19, 2000 among Dobson Operating Co., L.L.C., as
    Borrower, Bank of America, N.A., as Administrative Agent,
    Required Lenders and Guarantors                                                                                                          |  |  | (9)[10.2]   | 
|        | 4.1.2 |             |  | Amendment and Consent dated November 24,
    2000 to Amended, Restated and Consolidated Revolving Credit and
    Term Loan Agreement                                                                                                                                                                                                                                    |  |  | (14)[4.3.2] | 
|        | 4.1.3 |             |  | Amendment and Consent dated May 4, 2001 to
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                          |  |  | (18)[4.1.3] | 
|        | 4.1.4 |             |  | Amendment dated August 1, 2001 to Amended,
    Restated and Consolidated Revolving Credit and Term Loan
    Agreement                                                                                                                                                                                                                                                   |  |  | (18)[4.1.4] | 

35



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##### 



|        |         |             |  |                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |             | 
|------- | ------- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |         |             |  | Method of                                                                                                                                                                                                                                                                                                                                                                                                 
|Numbers |         | Description |  | Filing                                                                                                                                                                                                                                                                                                                                                                                                    
|        |         |             |  |                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 4.1.5   |             |  | Amendment dated January 23, 2002 to the
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                                                                |  |  | (18)[4.1.5] | 
|        | 4.2     |             |  | Indenture dated December 23, 1998 between
    Dobson/ Sygnet Communications Company, as Issuer, and United
    States Trust Company of New York, as Trustee.                                                                                                                                                                                                                                               |  |  | (2)[4.1]    | 
|        | 4.3     |             |  | Collateral Pledge and Security Agreement dated
    December 23, 1998 between Dobson/ Sygnet Communications
    Company, as Pledgor, and NationsBanc Montgomery Securities LLC,
    Lehman Brothers Inc., First Union Capital Markets, a division of
    Wheat First Securities, Inc. and TD Securities (USA) Inc.,
    as Initial Purchasers, and United States Trust Company of New
    York, as Trustee. |  |  | (3)[4.18]   | 
|        | 4.4     |             |  | Form of Common Stock Certificate.                                                                                                                                                                                                                                                                                                                                                                          |  |  | (8)[4.16]   | 
|        | 4.5     |             |  | Indenture dated June 22, 2000 by the
    Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                                                                            |  |  | (9)[4]      | 
|        | 4.6     |             |  | Senior Debt Indenture dated as of July 18,
    2001, between the Registrant and The Bank of New York, as Trustee                                                                                                                                                                                                                                                                                           |  |  | (15)[4.2]   | 
|        | 4.7.1   |             |  | Subordinated Debt Indenture dated as of
    July 18, 2001 between the Registrant and The Bank of New
    York, as Trustee                                                                                                                                                                                                                                                                                  |  |  | (15)[4.3]   | 
|        | 4.7.2   |             |  | Certificate of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                                                            |  |  | (15)[4.4]   | 
|        | 4.8     |             |  | Declaration of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                                                            |  |  | (15)[4.5]   | 
|        | 4.9     |             |  | Indenture dated as February 28, 1997 between
    the Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                                                                |  |  | (5)[4.6]    | 
|        | 4.10    |             |  | Credit agreement among the Agents and Lenders
    named therein and Sygnet Wireless Inc. (f/k/a Dobson/ Sygnet
    Operating Company) dated December 22, 1998                                                                                                                                                                                                                                              |  |  | (3)[4.4]    | 
|        | 4.11    |             |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, Optional and Other Special Rights of
    the Registrants Series AA Preferred Stock                                                                                                                                                                                                                                        |  |  | (13)[4.1]   | 
|        | 4.12    |             |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, optional and Other Special Rights of
    the Registrants Series A Convertible Preferred Stock                                                                                                                                                                                                                             |  |  | (13)[4.2]   | 
|        | 10.1    |             |  | Registrants 2002 Employee Stock Purchase
    Plan                                                                                                                                                                                                                                                                                                                                                         |  |  | (20)[10.1]  | 
|        | 10.1.1* |             |  | Registrants 1996 Stock Option Plan, as
    amended.                                                                                                                                                                                                                                                                                                                                                       |  |  | (3)[10.1.1] | 
|        | 10.1.2* |             |  | Form of 2000-1 Amendment to the DCC 1996 Stock
    Option Plan.                                                                                                                                                                                                                                                                                                                                            |  |  | (8)[10.1.3] | 
|        | 10.1.3* |             |  | Form of Dobson Communications Corporation 2000
    Stock Option Plan.                                                                                                                                                                                                                                                                                                                                      |  |  | (8)[10.1.4] | 
|        | 10.2    |             |  | Registrants 2002 Stock Incentive Plan
    Letter dated June 3, 1996 from Registrant to Bruce R.                                                                                                                                                                                                                                                                                                           |  |  | (20)[10.2]  | 
|        | 10.3.1* |             |  | Knooihuizen describing employment arrangement.                                                                                                                                                                                                                                                                                                                                                             |  |  | (5)[10.3.2] | 
|        | 10.3.2* |             |  | Letter dated October 15, 1996 from Fleet
    Equity Partners to Justin L. Jaschke regarding director
    compensation.                                                                                                                                                                                                                                                                                     |  |  | (5)[10.3.3] | 
|        | 10.3.3* |             |  | Letter dated October 28, 1997 from
    Registrant to R. Thomas Morgan describing employment arrangement.                                                                                                                                                                                                                                                                                                   |  |  | (1)[10.3.5] | 
|        | 10.3.4* |             |  | Letter dated August 25, 1998 from Registrant
    to Richard D. Sewell, Jr. describing employment arrangement.                                                                                                                                                                                                                                                                                              |  |  | (3)[10.3.6] | 
|        | 10.3.5* |             |  | Consulting Agreement dated December 21, 1998
    between Registrant and Albert H. Pharis, Jr.                                                                                                                                                                                                                                                                                                              |  |  | (3)[10.3.7] | 
|        | 10.3.6* |             |  | Consulting Agreement dated August 15, 1998
    between the Registrant and Russell L. Dobson and Addendum
    thereto dated October 1, 1998.                                                                                                                                                                                                                                                                |  |  | (8)[10.3.8] | 

36



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##### 



|        |         |             |  |                                                                                                                                                                                                                                                                                     |  |  |               | 
|------- | ------- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------- | 
|Exhibit |         |             |  | Method of                                                                                                                                                                                                                                                                          
|Numbers |         | Description |  | Filing                                                                                                                                                                                                                                                                             
|        |         |             |  |                                                                                                                                                                                                                                                                                    
|        | 10.4    |             |  | General Purchase Agreement dated January 13,
    1998 between Lucent Technologies, Inc. and Dobson Cellular
    Systems, Inc., as amended                                                                                                                                           |  |  | (1)[10.4.7]   | 
|        | 10.4.1  |             |  | Amendment No. 1 to General Purchase
    Agreement between Dobson Cellular Systems and Lucent
    Technologies, Inc.                                                                                                                                                                 |  |  | (10)[10.4.3]  | 
|        | 10.5    |             |  | Operating Agreement dated January 16, 1998,
    as amended, between AT&T Wireless Services, Inc. and Dobson
    Cellular Systems, Inc.                                                                                                                                              |  |  | (8)[10.4.4]   | 
|        | 10.5.1  |             |  | Second Addendum to Operating Agreement between
    AT&T Wireless Services, Inc. and its Affiliates and Dobson
    Cellular Systems, Inc. and its Affiliates dated May 8, 2002                                                                                                       |  |  | (19)[10.5.1]  | 
|        | 10.6   |             |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated as
    of November 16, 2001.                                                                                                                                          |  |  | (18)[10.6]    | 
|        | 10.6.1 |             |  | Amendment No. 1 to the Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation, dated August 5, 2002.                                                                                                                            |  |  | (21)          | 
|        | 10.7    |             |  | Second Amended and Restated Partnership Agreement
    of Gila River Cellular General Partnership dated
    September 30, 1997                                                                                                                                                       |  |  | (7)[10.8]     | 
|        | 10.8    |             |  | Stockholder and Investor Rights Agreement dated
    January 31, 2000 among the Registrant and the Shareholders
    listed therein (without exhibits).                                                                                                                               |  |  | (8)[10.7.2.3] | 
|        | 10.8.1  |             |  | Amendment No. 1 to Stockholder and Investor
    rights Agreement among AT&T Wireless Services, Inc., the
    Registrant, and certain other parties                                                                                                                                  |  |  | (13)[10.4]    | 
|        | 10.9   |             |  | License Agreement dated October 8, 2001
    between Dobson Communications Corporations and H.O. Systems, Inc.                                                                                                                                                                       |  |  | (18)[10.9]    | 
|        | 10.10*  |             |  | Form of Dobson Communications Corporation
    Director Indemnification Agreement.                                                                                                                                                                                                   |  |  | (8)[10.9]     | 
|        | 10.11   |             |  | Agreement and Plan of Reorganization and
    Corporation Separation between Dobson Communications Corporation
    and Logix Communications Enterprises dated January 24, 2000                                                                                                       |  |  | (8)[10.10]    | 
|        | 10.12   |             |  | Agreement by and among Dobson Communications
    Corporation and Dobsons shareholders regarding the
    distribution of Logix Communications Enterprises, Inc. stock.                                                                                                              |  |  | (8)[10.11]    | 
|        | 10.13   |             |  | Second Amended and Restated Limited Liability
    Company Agreement of ACC Acquisition LLC between AT&T
    Wireless JV Co. and Dobson JV Company dated as of
    February 25, 2000.                                                                                                |  |  | (11)[10.1]    | 
|        | 10.14   |             |  | Amended and Restated Supplemental Agreement among
    AT&T Wireless, Dobson Communications Corporation, Dobson CC
    Limited Partnership, and other signatories thereto, dated
    February 25, 2000.                                                                              |  |  | (11)[10.1.1]  | 
|        | 10.15   |             |  | Amended and Restated Management Agreement between
    Dobson Cellular Systems, Inc. and ACC Acquisition LLC dated as
    of February 25, 2000.                                                                                                                                      |  |  | (11)[10.2]    | 
|        | 10.16   |             |  | Amended and Restated Operating Agreement dated
    February 25, 2000 by and between AT&T Wireless
    Services, Inc., on behalf of itself and its Affiliates (as
    defined therein) and ACC Acquisition L.L.C., on behalf of itself
    and its Affiliates (as defined therein).  |  |  | (11)[10.3]    | 
|        | 10.16.1 |             |  | Addendum to Amended and Restated Operating
    Agreement between AT&T Wireless Services, Inc. and its
    Affiliates and ACC Acquisition LLC and its Affiliates dated
    May 8, 2002                                                                                               |  |  | (19)[10.16.1] | 
|        | 10.17   |             |  | Amended and Restated Operating Agreement dated
    February 25, 2000 by and between Dobson Cellular Systems,
    Inc., on behalf of itself and its Affiliates (as defined
    therein) and ACC Acquisition L.L.C., on behalf of itself and its
    Affiliates (as defined therein). |  |  | (11)[10.4]    | 

37



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##### 



|        |         |             |  |                                                                                                                                                                                                       |  |  |             | 
|------- | ------- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |         |             |  | Method of                                                                                                                                                                                            
|Numbers |         | Description |  | Filing                                                                                                                                                                                               
|        |         |             |  |                                                                                                                                                                                                      
|        | 10.18.1 |             |  | Stock Purchase Agreement Between AT&T
    Wireless Services, Inc. and Dobson Communications Corporation
    dated as of November 6, 2000.                                                             |  |  | (12)[10.14] | 
|        | 10.18.2 |             |  | Amendment No. 1 to Stock Purchase Agreement
    between the Registrant and AT&T Wireless Services, Inc.
    dated February 8, 2001                                                                    |  |  | (13)[10.1]  | 
|        | 10.19   |             |  | Exchange Agreement between the Registrant and
    AT&T Wireless Services, Inc. dated February 8, 2001                                                                                                 |  |  | (13)[10.2]  | 
|        | 10.20   |             |  | PCS Transfer Rights Agreement between the
    Registrant and AT&T Wireless Services, Inc. dated
    February 8, 2001                                                                                  |  |  | (13)[10.3]  | 
|        | 10.21   |             |  | Asset Purchase Agreement dated October 29,
    2001 by and between Dobson Cellular Systems, Inc., and Cellco
    Partnership, a Delaware general partnership, d/b/a/ Verizon
    Wireless             |  |  | (16)[10.22] | 
|        | 10.22   |             |  | Asset Purchase Agreement dated December 6,
    2001 by and between Dobson Cellular System, Inc, and Cellco
    Partnership, a Delaware general partnership, d/b/a/ Verizon
    Wireless               |  |  | (17)[10.1]  | 
|        | 10.23  |             |  | InterCarrier Multi-Standard Roaming Agreement
    effective as of January 25, 2002 between Cingular Wireless,
    LLC, and its affiliates, and Dobson Cellular Systems, Inc., and
    its affiliates. |  |  | (18)[10.23] | 



---



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



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



| |     |                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 1997 as the exhibit number indicated in
    brackets and incorporated by reference herein.                      
|
| | (2) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on January 7, 1999,
    as the exhibit number indicated in brackets and incorporated by
    reference herein.                                 
|
| | (3) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (Registration
    No. 333-71633), as the exhibit number indicated in brackets
    and incorporated by reference herein.                     
|
| | (4) | Intentionally omitted.                                                                                                                                                                                                     
|
| | (5) | Filed as an exhibit to the Registrants
    Registration Statement of Form S-4 (Registration
    No. 333-23769), as the exhibit number indicated in brackets
    and incorporated by reference herein.                     
|
| | (6) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 1998 as the exhibit number indicated in
    brackets and incorporated by reference herein.                      
|
| | (7) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on October 15, 1997
    and amended on November 6, 1997, as the exhibit number
    indicated in brackets and incorporated by reference herein.
|
| | (8) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-1 (Registration
    No. 333-90759), as the exhibit number indicated in brackets
    and incorporated by reference herein.                     
|
| | (9) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on July 6, 2000, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                                    



|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4/ A (Registration
    No. 333-41512), as the exhibit number indicated in brackets
    and incorporated by reference herein.    
|    
|(11) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on March 9, 2000, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                     
|    
|(12) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2000, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(13) | Filed as an exhibit to the Registrants
    current report on Form 8-K/ A on February 22, 2001 as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                     

38



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##### 





|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(14) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2000 as the exhibit number indicated in
    brackets and incorporated by reference herein.        
|    
|(15) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-3 (Registration
    No. 333-64916), as the exhibit number indicated in brackets
    and incorporated by reference herein.       
|    
|(16) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 20, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(17) | Filed as an exhibit to the Registrants
    current report on Form 8-K on December 20, 2001 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                        
|    
|(18) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2001 as the exhibit number indicated in
    brackets and incorporated by reference herein.        
|    
|(19) | Filed as an exhibit to the Registrants
    current report on Form 8-K on May 16, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                             
|    
|(20) | Filed as an exhibit to the Registrants
    current report on Form 8-K on June 14, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                            
|    
|(21) | Filed herewith.                                                                                                                                                                                              

(b) Reports on Form 8-K

The Registrant filed a Current Report on
Form 8-K on August 12, 2002, which reported the
Registrants purchase of its Class A stock, the
revision of its guidance on proportionate net subscriber
additions for 2002 and its response that the roaming agreements
with Cingular Wireless do not include additional information on
termination clauses, under Item 5. Other Events.

The Registrant filed a Current Report on
Form 8-K on August 14, 2002, which reported the
Registrants submission to the Securities and Exchange
Commission a certification by its Chief Executive Officer and
the Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 of the Registrants report on Form 10-Q for
its fiscal quarter ended June 30, 2002, under
Item 9. REGULATION FD DISCLOSURE.

39



---



##### 



SIGNATURES

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



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

|                        |  |                                                                                                                         
|----------------------- |  | ------------------------------------------------------------------------------------------------------------------------
|Date: November 14, 2002 |  | /s/ EVERETT R. DOBSONEverett R. DobsonChairman of the Board and
    Chief Executive Officer                             
|                       
|Date: November 14, 2002 |  | /s/ BRUCE R. KNOOIHUIZENBruce R. KnooihuizenVice President and Chief Financial Officer
    (principal financial officer)

40



---



##### 



CERTIFICATIONS FOR FORM 10-Q

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



| |                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. I have reviewed this quarterly report on
    Form 10-Q of Dobson Communications Corporation (the
    registrant);                                                                                                                                                                                                                               
|
| | 2. Based on my knowledge, this quarterly
    report does not contain any untrue statement of a material fact
    or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period
    covered by this quarterly report;
|
| | 3. Based on my knowledge, the financial
    statements, and other financial information included in this
    quarterly report, fairly present in all material respects the
    financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this
    quarterly report;                   
|
| | 4. The registrants other certifying
    officers and I are responsible for establishing and
    maintaining disclosure controls and procedures (as defined in
    Exchange Act Rules 13a-14 and 15d-14) for the registrant
    and we have:                                                                                                         



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



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



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



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



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

|                  |  |                                                                                                
|----------------- |  | -----------------------------------------------------------------------------------------------
|November 14, 2002 |  | By: /s/ EVERETT R. DOBSONEverett R. DobsonChairman of the Board and
    Chief Executive Officer

41



---



##### 



CERTIFICATIONS FOR FORM 10-Q

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



| |                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. I have reviewed this quarterly report on
    Form 10-Q of Dobson Communications Corporation (the
    registrant);                                                                                                                                                                                                                               
|
| | 2. Based on my knowledge, this quarterly
    report does not contain any untrue statement of a material fact
    or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period
    covered by this quarterly report;
|
| | 3. Based on my knowledge, the financial
    statements, and other financial information included in this
    quarterly report, fairly present in all material respects the
    financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this
    quarterly report;                   
|
| | 4. The registrants other certifying
    officers and I are responsible for establishing and
    maintaining disclosure controls and procedures (as defined in
    Exchange Act Rules 13a-14 and 15d-14) for the registrant
    and we have:                                                                                                         



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



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



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



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



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

|                  |  |                                                                                           
|----------------- |  | ------------------------------------------------------------------------------------------
|November 14, 2002 |  | By: /s/ BRUCE R. KNOOIHUIZENBruce R. KnooihuizenVice President and Chief Financial Officer

42



---



##### 



INDEX TO EXHIBITS

|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |             | 
|------- | ----- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |       |             |  | Method of                                                                                                                                                                                                                                                                                                                                                                                                 
|Numbers |       | Description |  | Filing                                                                                                                                                                                                                                                                                                                                                                                                    
|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 2.1   |             |  | Agreement and Plan of Merger dated
    October 5, 1999 among ACC Acquisition LLC, ACC Acquisition
    Co. and American Cellular Corporation.                                                                                                                                                                                                                                                               |  |  | (8)[2.11]   | 
|        | 2.2   |             |  | Agreement and Plan of Recapitalization among
    Dobson Communications Corporation, Dobson Operating Company,
    Dobson CC Limited Partnership, Russell L. Dobson, J.W. Childs
    Equity Partners II, L.P., AT&T Wireless, Inc. and the
    other stockholders of Dobson Communications Corporations
    Class A Common Stock and Class D Preferred Stock.                                              |  |  | (8)[2.15]   | 
|        | 3.1   |             |  | Registrants Amended and Restated
    Certificate of Incorporation.                                                                                                                                                                                                                                                                                                                                        |  |  | (8)[3.1]    | 
|        | 3.2   |             |  | Registrants Amended and Restated By-laws.                                                                                                                                                                                                                                                                                                                                                                 |  |  | (13)[3(ii)] | 
|        | 4.1   |             |  | Amended, Restated, and Consolidated Revolving
    Credit and Term Loan Agreement dated as of January 18, 2000
    among Dobson Operating Co., L.L.C., Banc of America Securities,
    LLC, Bank of America, N.A., Lehman Commercial Paper Inc. and TD
    Securities (USA) Inc., and First Union National Bank and
    PNC Bank, National Association, and the Lenders.                                    |  |  | (8)[4.6]    | 
|        | 4.1.1 |             |  | Amendment, Waiver and Consent to the Dobson
    Operating Co., L.L.C., Credit Agreement dated as of
    June 19, 2000 among Dobson Operating Co., L.L.C., as
    Borrower, Bank of America, N.A., as Administrative Agent,
    Required Lenders and Guarantors                                                                                                                                             |  |  | (9)[10.2]   | 
|        | 4.1.2 |             |  | Amendment and Consent dated November 24,
    2000 to Amended, Restated and Consolidated Revolving Credit and
    Term Loan Agreement                                                                                                                                                                                                                                                                       |  |  | (14)[4.3.2] | 
|        | 4.1.3 |             |  | Amendment and Consent dated May 4, 2001 to
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                                                             |  |  | (18)[4.1.3] | 
|        | 4.1.4 |             |  | Amendment dated August 1, 2001 to Amended,
    Restated and Consolidated Revolving Credit and Term Loan
    Agreement                                                                                                                                                                                                                                                                                      |  |  | (18)[4.1.4] | 
|        | 4.1.5 |             |  | Amendment dated January 23, 2002 to the
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                                                                |  |  | (18)[4.1.5] | 
|        | 4.2   |             |  | Indenture dated December 23, 1998 between
    Dobson/ Sygnet Communications Company, as Issuer, and United
    States Trust Company of New York, as Trustee.                                                                                                                                                                                                                                               |  |  | (2)[4.1]    | 
|        | 4.3   |             |  | Collateral Pledge and Security Agreement dated
    December 23, 1998 between Dobson/ Sygnet Communications
    Company, as Pledgor, and NationsBanc Montgomery Securities LLC,
    Lehman Brothers Inc., First Union Capital Markets, a division of
    Wheat First Securities, Inc. and TD Securities (USA) Inc.,
    as Initial Purchasers, and United States Trust Company of New
    York, as Trustee. |  |  | (3)[4.18]   | 
|        | 4.4   |             |  | Form of Common Stock Certificate.                                                                                                                                                                                                                                                                                                                                                                          |  |  | (8)[4.16]   | 
|        | 4.5   |             |  | Indenture dated June 22, 2000 by the
    Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                                                                            |  |  | (9)[4]      | 
|        | 4.6   |             |  | Senior Debt Indenture dated as of July 18,
    2001, between the Registrant and The Bank of New York, as Trustee                                                                                                                                                                                                                                                                                           |  |  | (15)[4.2]   | 
|        | 4.7.1 |             |  | Subordinated Debt Indenture dated as of
    July 18, 2001 between the Registrant and The Bank of New
    York, as Trustee                                                                                                                                                                                                                                                                                  |  |  | (15)[4.3]   | 
|        | 4.7.2 |             |  | Certificate of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                                                            |  |  | (15)[4.4]   | 
|        | 4.8   |             |  | Declaration of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                                                            |  |  | (15)[4.5]   | 
|        | 4.9   |             |  | Indenture dated as February 28, 1997 between
    the Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                                                                |  |  | (5)[4.6]    | 
|        | 4.10  |             |  | Credit agreement among the Agents and Lenders
    named therein and Sygnet Wireless Inc. (f/k/a Dobson/ Sygnet
    Operating Company) dated December 22, 1998                                                                                                                                                                                                                                              |  |  | (3)[4.4]    | 



---



##### 



|        |         |             |  |                                                                                                                                                                                |  |  |               | 
|------- | ------- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  | ------------- | 
|Exhibit |         |             |  | Method of                                                                                                                                                                     
|Numbers |         | Description |  | Filing                                                                                                                                                                        
|        |         |             |  |                                                                                                                                                                               
|        | 4.11    |             |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, Optional and Other Special Rights of
    the Registrants Series AA Preferred Stock            |  |  | (13)[4.1]     | 
|        | 4.12    |             |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, optional and Other Special Rights of
    the Registrants Series A Convertible Preferred Stock |  |  | (13)[4.2]     | 
|        | 10.1    |             |  | Registrants 2002 Employee Stock Purchase
    Plan                                                                                                                             |  |  | (20)[10.1]    | 
|        | 10.1.1* |             |  | Registrants 1996 Stock Option Plan, as
    amended.                                                                                                                           |  |  | (3)[10.1.1]   | 
|        | 10.1.2* |             |  | Form of 2000-1 Amendment to the DCC 1996 Stock
    Option Plan.                                                                                                                |  |  | (8)[10.1.3]   | 
|        | 10.1.3* |             |  | Form of Dobson Communications Corporation 2000
    Stock Option Plan.                                                                                                          |  |  | (8)[10.1.4]   | 
|        | 10.2    |             |  | Registrants 2002 Stock Incentive Plan
    Letter dated June 3, 1996 from Registrant to Bruce R.                                                                               |  |  | (20)[10.2]    | 
|        | 10.3.1* |             |  | Knooihuizen describing employment arrangement.                                                                                                                                 |  |  | (5)[10.3.2]   | 
|        | 10.3.2* |             |  | Letter dated October 15, 1996 from Fleet
    Equity Partners to Justin L. Jaschke regarding director
    compensation.                                                         |  |  | (5)[10.3.3]   | 
|        | 10.3.3* |             |  | Letter dated October 28, 1997 from
    Registrant to R. Thomas Morgan describing employment arrangement.                                                                       |  |  | (1)[10.3.5]   | 
|        | 10.3.4* |             |  | Letter dated August 25, 1998 from Registrant
    to Richard D. Sewell, Jr. describing employment arrangement.                                                                  |  |  | (3)[10.3.6]   | 
|        | 10.3.5* |             |  | Consulting Agreement dated December 21, 1998
    between Registrant and Albert H. Pharis, Jr.                                                                                  |  |  | (3)[10.3.7]   | 
|        | 10.3.6* |             |  | Consulting Agreement dated August 15, 1998
    between the Registrant and Russell L. Dobson and Addendum
    thereto dated October 1, 1998.                                    |  |  | (8)[10.3.8]   | 
|        | 10.4    |             |  | General Purchase Agreement dated January 13,
    1998 between Lucent Technologies, Inc. and Dobson Cellular
    Systems, Inc., as amended                                      |  |  | (1)[10.4.7]   | 
|        | 10.4.1  |             |  | Amendment No. 1 to General Purchase
    Agreement between Dobson Cellular Systems and Lucent
    Technologies, Inc.                                                            |  |  | (10)[10.4.3]  | 
|        | 10.5    |             |  | Operating Agreement dated January 16, 1998,
    as amended, between AT&T Wireless Services, Inc. and Dobson
    Cellular Systems, Inc.                                         |  |  | (8)[10.4.4]   | 
|        | 10.5.1  |             |  | Second Addendum to Operating Agreement between
    AT&T Wireless Services, Inc. and its Affiliates and Dobson
    Cellular Systems, Inc. and its Affiliates dated May 8, 2002  |  |  | (19)[10.5.1]  | 
|        | 10.6   |             |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated as
    of November 16, 2001.                                     |  |  | (18)[10.6]    | 
|        | 10.6.1 |             |  | Amendment No. 1 to the Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation, dated August 5, 2002.                       |  |  | (21)          | 
|        | 10.7    |             |  | Second Amended and Restated Partnership Agreement
    of Gila River Cellular General Partnership dated
    September 30, 1997                                                  |  |  | (7)[10.8]     | 
|        | 10.8    |             |  | Stockholder and Investor Rights Agreement dated
    January 31, 2000 among the Registrant and the Shareholders
    listed therein (without exhibits).                          |  |  | (8)[10.7.2.3] | 
|        | 10.8.1  |             |  | Amendment No. 1 to Stockholder and Investor
    rights Agreement among AT&T Wireless Services, Inc., the
    Registrant, and certain other parties                             |  |  | (13)[10.4]    | 
|        | 10.9   |             |  | License Agreement dated October 8, 2001
    between Dobson Communications Corporations and H.O. Systems, Inc.                                                                  |  |  | (18)[10.9]    | 
|        | 10.10*  |             |  | Form of Dobson Communications Corporation
    Director Indemnification Agreement.                                                                                              |  |  | (8)[10.9]     | 
|        | 10.11   |             |  | Agreement and Plan of Reorganization and
    Corporation Separation between Dobson Communications Corporation
    and Logix Communications Enterprises dated January 24, 2000  |  |  | (8)[10.10]    | 



---



##### 



|        |         |             |  |                                                                                                                                                                                                                                                                                     |  |  |               | 
|------- | ------- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------- | 
|Exhibit |         |             |  | Method of                                                                                                                                                                                                                                                                          
|Numbers |         | Description |  | Filing                                                                                                                                                                                                                                                                             
|        |         |             |  |                                                                                                                                                                                                                                                                                    
|        | 10.12   |             |  | Agreement by and among Dobson Communications
    Corporation and Dobsons shareholders regarding the
    distribution of Logix Communications Enterprises, Inc. stock.                                                                                                              |  |  | (8)[10.11]    | 
|        | 10.13   |             |  | Second Amended and Restated Limited Liability
    Company Agreement of ACC Acquisition LLC between AT&T
    Wireless JV Co. and Dobson JV Company dated as of
    February 25, 2000.                                                                                                |  |  | (11)[10.1]    | 
|        | 10.14   |             |  | Amended and Restated Supplemental Agreement among
    AT&T Wireless, Dobson Communications Corporation, Dobson CC
    Limited Partnership, and other signatories thereto, dated
    February 25, 2000.                                                                              |  |  | (11)[10.1.1]  | 
|        | 10.15   |             |  | Amended and Restated Management Agreement between
    Dobson Cellular Systems, Inc. and ACC Acquisition LLC dated as
    of February 25, 2000.                                                                                                                                      |  |  | (11)[10.2]    | 
|        | 10.16   |             |  | Amended and Restated Operating Agreement dated
    February 25, 2000 by and between AT&T Wireless
    Services, Inc., on behalf of itself and its Affiliates (as
    defined therein) and ACC Acquisition L.L.C., on behalf of itself
    and its Affiliates (as defined therein).  |  |  | (11)[10.3]    | 
|        | 10.16.1 |             |  | Addendum to Amended and Restated Operating
    Agreement between AT&T Wireless Services, Inc. and its
    Affiliates and ACC Acquisition LLC and its Affiliates dated
    May 8, 2002                                                                                               |  |  | (19)[10.16.1] | 
|        | 10.17   |             |  | Amended and Restated Operating Agreement dated
    February 25, 2000 by and between Dobson Cellular Systems,
    Inc., on behalf of itself and its Affiliates (as defined
    therein) and ACC Acquisition L.L.C., on behalf of itself and its
    Affiliates (as defined therein). |  |  | (11)[10.4]    | 
|        | 10.18.1 |             |  | Stock Purchase Agreement Between AT&T
    Wireless Services, Inc. and Dobson Communications Corporation
    dated as of November 6, 2000.                                                                                                                                           |  |  | (12)[10.14]   | 
|        | 10.18.2 |             |  | Amendment No. 1 to Stock Purchase Agreement
    between the Registrant and AT&T Wireless Services, Inc.
    dated February 8, 2001                                                                                                                                                  |  |  | (13)[10.1]    | 
|        | 10.19   |             |  | Exchange Agreement between the Registrant and
    AT&T Wireless Services, Inc. dated February 8, 2001                                                                                                                                                                               |  |  | (13)[10.2]    | 
|        | 10.20   |             |  | PCS Transfer Rights Agreement between the
    Registrant and AT&T Wireless Services, Inc. dated
    February 8, 2001                                                                                                                                                                |  |  | (13)[10.3]    | 
|        | 10.21   |             |  | Asset Purchase Agreement dated October 29,
    2001 by and between Dobson Cellular Systems, Inc., and Cellco
    Partnership, a Delaware general partnership, d/b/a/ Verizon
    Wireless                                                                                           |  |  | (16)[10.22]   | 
|        | 10.22   |             |  | Asset Purchase Agreement dated December 6,
    2001 by and between Dobson Cellular System, Inc, and Cellco
    Partnership, a Delaware general partnership, d/b/a/ Verizon
    Wireless                                                                                             |  |  | (17)[10.1]    | 
|        | 10.23  |             |  | InterCarrier Multi-Standard Roaming Agreement
    effective as of January 25, 2002 between Cingular Wireless,
    LLC, and its affiliates, and Dobson Cellular Systems, Inc., and
    its affiliates.                                                                               |  |  | (18)[10.23]   | 



---



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



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



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



---



##### 





| |     |                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (6) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 1998 as the exhibit number indicated in
    brackets and incorporated by reference herein.                      
|
| | (7) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on October 15, 1997
    and amended on November 6, 1997, as the exhibit number
    indicated in brackets and incorporated by reference herein.
|
| | (8) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-1 (Registration
    No. 333-90759), as the exhibit number indicated in brackets
    and incorporated by reference herein.                     
|
| | (9) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on July 6, 2000, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                                    



|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4/ A (Registration
    No. 333-41512), as the exhibit number indicated in brackets
    and incorporated by reference herein.    
|    
|(11) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on March 9, 2000, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                     
|    
|(12) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2000, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(13) | Filed as an exhibit to the Registrants
    current report on Form 8-K/ A on February 22, 2001 as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                     
|    
|(14) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2000 as the exhibit number indicated in
    brackets and incorporated by reference herein.        
|    
|(15) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-3 (Registration
    No. 333-64916), as the exhibit number indicated in brackets
    and incorporated by reference herein.       
|    
|(16) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 20, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(17) | Filed as an exhibit to the Registrants
    current report on Form 8-K on December 20, 2001 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                        
|    
|(18) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2001 as the exhibit number indicated in
    brackets and incorporated by reference herein.        
|    
|(19) | Filed as an exhibit to the Registrants
    current report on Form 8-K on May 16, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                             
|    
|(20) | Filed as an exhibit to the Registrants
    current report on Form 8-K on June 14, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                            
|    
|(21) | Filed herewith.