##### Table of Contents



UNITED
    STATES 
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
       Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended
    March 31, 2007o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number.
    000-29225
      Dobson Communications
    Corporation
 (Exact name of registrant as
    specified in its charter)
  Oklahoma

73-1513309(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   14201 Wireless Way
    Oklahoma City, Oklahoma

73134(Zip Code)(Address of principal executive
    offices)   (405) 529-8500 (Registrants
    telephone number, including area code)
      þ o
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  INDEX TO
    FORM 10-Q
  ItemNumber



PagePART I.
    FINANCIAL INFORMATION1


Condensed Consolidated Financial
    Statements (Unaudited):Condensed
    Consolidated Balance Sheets as of March 31, 2007 and
    December 31, 2006


2Condensed
    Consolidated Statements of Operations for the Three Months Ended
    March 31, 2007 and 2006


3Condensed
    Consolidated Statement of Stockholders Equity for the
    Three Months Ended March 31, 2007


4Condensed
    Consolidated Statements of Cash Flows for the Three Months Ended
    March 31, 2007 and 2006


5Notes to Condensed
    Consolidated Financial Statements


62


Managements Discussion and
    Analysis of Financial Condition and Results of Operations


233


Quantitative and Qualitative
    Disclosure about Market Risk


364


Controls and Procedures


37PART II.
    OTHER INFORMATION1


Legal Proceedings


381A


Risk Factors


382


Unregistered Sales of Equity
    Securities and Use of Proceeds


383


Defaults Upon Senior Securities


384


Submission of Matters to a Vote of
    Security Holders


385


Other Information


386


Exhibits


39Compensation Committee CharterRule 13a-14(a) Certification by our Principal Executive OfficerRule 13a-14(a) Certification by our Principal Financial OfficerSection 1350 Certification by our Principal Executive OfficerSection 1350 Certification by our Principal Financial Officer  1




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 CONDENSED
    CONSOLIDATED BALANCE SHEETS  March 31,


December 31,2007


2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
148,395,685


$
117,063,914Short-term investments


3,678,384



4,959,012Accounts receivable, net


113,824,931



120,444,702Inventory


21,149,295



20,906,425Deferred tax assets (Note 8)


9,520,000



9,520,000Prepaid expenses and other


16,849,922



12,786,577Total current assets


313,418,217



285,680,630PROPERTY, PLANT AND EQUIPMENT, net
    (Note 5)


507,290,579



512,201,828OTHER ASSETS:Restricted investments


4,397,000



4,397,000Wireless license acquisition costs


1,941,754,372



1,941,226,745Goodwill


670,841,625



670,510,237Deferred financing costs, net of
    accumulated amortization of $9,618,335 in 2007 and $14,881,760
    in 2006


29,059,311



35,946,611Customer list, net of accumulated
    amortization of $97,310,154 in 2007 and $87,783,786 in 2006


31,354,895



40,881,264Other non-current assets


2,827,757



3,907,944Total other assets


2,680,234,960



2,696,869,801Total assets

$
3,500,943,756


$
3,494,752,259LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
97,412,476


$
96,840,064Accrued expenses


40,565,431



48,579,970Accrued interest payable


60,846,942



65,155,399Deferred revenue and customer
    deposits


43,203,836



37,890,782Accrued dividends payable


4,410,100



2,374,669Current portion of credit
    facilities and debt securities


9,000,000



1,250,000Total current liabilities


255,438,785



252,090,884OTHER LIABILITIES:Credit facilities and debt
    securities, net of current portion (Note 6)


2,658,073,199



2,605,105,934Deferred tax liabilities
    (Note 8)


222,543,965



241,451,899Minority interest


6,631,777



6,465,131Deferred gain on disposition of
    operating assets and other long-term liabilities


61,090,506



62,357,050COMMITMENTS (Note 10)SERIES F CONVERTIBLE PREFERRED
    STOCK (Note 7)


135,695,389



135,695,389STOCKHOLDERS EQUITY:Class A common stock,
    $.001 par value, 325,000,000 shares authorized and
    151,784,029 shares issued at March 31, 2007 and
    151,556,978 shares issued at December 31, 2006


151,784



151,557Convertible Class B common
    stock, $.001 par value, 70,000,000 shares authorized
    and 19,418,021 shares issued at March 31, 2007 and
    December 31, 2006


19,418



19,418Convertible Class C common
    stock, $.001 par value, 4,226 shares authorized and no
    shares issued at March 31, 2007 and December 31, 2006






Convertible Class D common
    stock, $.001 par value, 33,000 shares authorized and
    no shares issued at March 31, 2007 and December 31,
    2006






Paid-in capital


1,443,921,215



1,441,402,795Accumulated deficit


(1,282,619,689
)


(1,249,986,135
)Accumulated other comprehensive loss


(2,593
)


(1,663
)Total stockholders equity


161,470,135



191,585,972Total liabilities and
    stockholders equity

$
3,500,943,756


$
3,494,752,259    2




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS  For the Three MonthsEnded March 31,2007


2006(Unaudited)OPERATING REVENUE:Service revenue

$
253,944,697


$
216,094,901Roaming revenue


61,950,584



54,780,372Equipment and other revenue


18,524,730



16,723,754Total operating revenue


334,420,011



287,599,027OPERATING EXPENSES:Cost of service (exclusive of
    depreciation and amortization shown separately below)


93,237,181



76,073,080Cost of equipment


33,792,243



32,569,531Marketing and selling


42,845,266



39,123,070General and administrative


48,555,048



47,324,538Depreciation and amortization


50,179,312



50,275,182Gain on disposition of operating
    assets


(1,566,543
)


(1,663,460
)Total operating expenses


267,042,507



243,701,941OPERATING INCOME


67,377,504



43,897,086OTHER (EXPENSE) INCOME:Interest expense


(58,685,398
)


(57,406,677
)Loss from extinguishment of debt
    (Note 6)


(57,522,612
)


(56,711
)Loss on redemption of mandatorily
    redeemable preferred stock (Note 7)






(1,445,189
)Dividends on mandatorily
    redeemable preferred stock (Note 7)






(709,574
)Other income, net


1,575,155



1,898,704LOSS BEFORE MINORITY INTERESTS IN
    INCOME OF SUBSIDIARIES AND INCOME TAXES


(47,255,351
)


(13,822,361
)Minority interest in income of
    subsidiaries


(2,298,686
)


(2,364,213
)LOSS BEFORE INCOME TAXES


(49,554,037
)


(16,186,574
)Income tax benefit


18,955,914



5,289,054NET LOSS


(30,598,123
)


(10,897,520
)DIVIDENDS ON PREFERRED STOCK


(2,035,431
)


(2,374,669
)NET LOSS APPLICABLE TO COMMON
    STOCKHOLDERS

$
(32,633,554
)

$
(13,272,189
)BASIC AND DILUTED NET LOSS
    APPLICABLE TO COMMON STOCKHOLDERS PER COMMON SHARE

$
(0.19
)

$
(0.08
)BASIC AND DILUTED WEIGHTED AVERAGE
    COMMON SHARES OUTSTANDING


171,107,395



169,394,088    3




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 CONDENSED
    CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
    For the Three Months Ended March 31, 2007  Stockholders EquityAccumulatedClass A


Class B








Other


TotalComprehensive


Common Stock


Common Stock


Paid-in


Accumulated


Comprehensive


StockholdersLoss


Shares


Amount


Shares


Amount


Capital


Deficit


Loss


Equity(Unaudited)DECEMBER 31, 2006






151,556,978


$
151,557



19,418,021


$
19,418


$
1,441,402,795


$
(1,249,986,135
)

$
(1,663
)

$
191,585,972Net loss


(30,598,123
)






















(30,598,123
)






(30,598,123
)Unrealized loss on investment


(930
)


























(930
)


(930
)Total comprehensive loss

$
(30,599,053
)Series F preferred stock
    dividends


























(2,035,431
)






(2,035,431
)Share-based compensation






















1,712,973











1,712,973Issuance of common stock






227,051



227











805,447











805,674MARCH 31, 2007






151,784,029


$
151,784



19,418,021


$
19,418


$
1,443,921,215


$
(1,282,619,689
)

$
(2,593
)

$
161,470,135    4




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS  For the Three MonthsEnded March 31,2007


2006(Unaudited)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net loss

$
(30,598,123
)

$
(10,897,520
)Adjustments to reconcile net loss
    to net cash provided by operating activities, net of effects of
    acquisitions Depreciation and amortization


50,179,312



50,275,182Amortization of bond discounts and
    premiums and deferred financing costs


1,128,403



1,725,684Deferred income taxes


(18,907,934
)


(5,260,485
)Mandatorily redeemable preferred
    stock dividends






709,574Loss on redemption of mandatorily
    redeemable preferred stock






1,445,189Loss from extinguishment of debt


57,522,612



56,711Gain on disposition of operating
    assets


(1,566,543
)


(1,663,460
)Share-based compensation


1,712,973



1,821,606Other operating activities


2,743,831



2,763,399Changes in current assets and
    liabilities Accounts receivable


6,619,771



22,218,702Inventory


(242,870
)


(6,842,900
)Prepaid expenses and other


(4,063,345
)


(4,186,307
)Accounts payable


572,412



(451,654
)Accrued expenses


(12,322,996
)


1,193,292Deferred revenue and customer
    deposits


5,313,054



5,305,775Net cash provided by operating
    activities


58,090,557



58,212,788CASH FLOWS FROM INVESTING
    ACTIVITIES:Capital expenditures


(35,845,362
)


(31,302,556
)Sales of short-term investments


1,279,698



Other investing activities


179,694



350,378Net cash used in investing
    activities


(34,385,970
)


(30,952,178
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from credit facilities
    and debt securities


900,000,000



Repayments and repurchases of
    credit facilities and debt securities


(838,969,500
)


Distributions to minority interest
    holders


(2,132,040
)


(2,930,101
)Redemption of mandatorily
    redeemable preferred stock






(41,682,819
)Debt financing costs


(5,126,066
)


(186,268
)Debt securities tender premium


(46,729,868
)


Other financing activities


584,658



578,468Net cash provided by (used in)
    financing activities


7,627,184



(44,220,720
)NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS


31,331,771



(16,960,110
)CASH AND CASH EQUIVALENTS,
    beginning of period


117,063,914



196,450,044CASH AND CASH EQUIVALENTS, end of
    period

$
148,395,685


$
179,489,934SUPPLEMENTAL DISCLOSURES OF CASH
    FLOW INFORMATION:Cash paid for Interest

$
61,545,824


$
53,970,062Income taxes

$
179,771


$
4,736    5




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)    Form 10-K
  1.  Organization:
    2.  Accounting
    Policies:
  Business
    Segment
    Revenue
    and Expense Recognition
    Recently
    Adopted Accounting Pronouncements
   6




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Reclassifications
    3.  Share-based
    Compensation:
        Three MonthsEnded March 31,2007


2006Expected term (in years)


6



6Weighted average expected
    volatility


80.5
%


124.2
%Expected dividends


0
%


0
%Weighted average risk-free rate


4.5
%


4.6
%  7




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Weighted


Weighted Average


AggregateNumber of


Average


Remaining


IntrinsicOptions


Exercise Price


Contractual Life


Value (1)(In years)Outstanding, beginning of period


11,377,200


$
3.80Granted


2,012,600


$
8.83Exercised


(227,051
)

$
3.55Forfeited or expired


(24,117
)

$
6.35Outstanding, end of period


13,138,632


$
4.57



7


$
52,763,362Vested and expected to vest


12,311,632


$
4.43



7


$
51,216,232Exercisable, end of period


7,084,899


$
3.47



6


$
36,251,773     (1)
    
    Calculated using the closing stock price of $8.59 on
    March 30, 2007.      WeightedNumber of


Average GrantOptions


Date Fair ValueNon-vested, beginning of period


5,391,508


$
4.05Granted


2,012,600


$
6.34Vested


(1,326,258
)

$
4.02Forfeited


(24,117
)

$
5.72Non-vested, end of period


6,053,733


$
4.82      8




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     4.
    Business
    Combinations and Acquisitions:            5.
    Property,
    Plant and Equipment:   9




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     March 31, 2007


December 31, 2006($ in thousands)Gross property, plant and equipment

$
1,308,770


$
1,273,874Accumulated depreciation


(801,479
)


(761,672
)Property, plant and equipment, net

$
507,291


$
512,202   6.
    Credit
    Facilities and Debt Securities:    March 31, 2007


December 31, 2006($ in thousands)ACC credit facility

$
900,000


$
124,688DCC senior floating rate notes


150,000



150,0001.50% DCC senior convertible
    debentures


160,000



160,0008.875% DCC senior notes


419,681



419,6818.375% DCS senior notes


250,000



250,0009.875% DCS senior notes


325,000



325,0008.375% DCS series B senior
    notes, including a premium


260,606



261,17410.0% ACC senior notes


185,718



900,000Other debt securities, net


16,068



15,813Total credit facilities and debt
    securities


2,667,073



2,606,356Less: current portion of credit
    facilities and debt securities


9,000



1,250Credit facilities and debt
    securities, net of current portion

$
2,658,073


$
2,605,106   ACC
    Senior Secured Credit Facility
    
    A 7-year
    $900.0 million senior secured single draw term loan
    facility;
    A 7-year
    $75.0 million senior secured delayed draw term loan
    facility; and
    A 5-year
    $75.0 million senior secured revolving credit facility.       10




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       18-month
    
    make capital expenditures;
    sell or dispose of assets;
    incur additional debt;
    create liens;
    merge with or acquire other companies;
    pay dividends;
    engage in transactions with affiliates;
    make loans, investments, advances or stock repurchases;
    prepay certain debt;
    amend certain material agreements; and
    undergo a change of control.    DCS
    Senior Secured Credit Facility
     11




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         
    make capital expenditures;
    sell or dispose of assets;
    incur additional debt;
    create liens;
    merge with or acquire other companies;
    engage in transactions with affiliates, including dividend
    restrictions; and
    make loans, advances or stock repurchases.  ACC
    10.0% Senior Notes
      
    incur indebtedness;
    incur or assume liens;
    pay dividends or make other restricted payments;
    impose dividend or other payment restrictions affecting
    ACCs restricted subsidiaries;
    issue and sell capital stock of ACCs restricted
    subsidiaries;
    issue certain capital stock;
    issue guarantees of indebtedness;
    enter into transactions with affiliates;
    sell assets;
    engage in unpermitted lines of business; 12




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    enter into sale and leaseback transactions; and
    merge or consolidate with or transfer substantial assets to
    another entity.      7.
    Redeemable
    Preferred Stock:    Number of


Number of


Number ofShares


Shares


SharesAuthorized at


Outstanding at


Outstanding at







Liquidation


MandatoryMarch 31,


March 31,


December 31,


Par Value




Preference


Redemption


VotingClass

2007


2007


2006


per Share


Dividends

per Share


Date


RightsSeries F


1,900,000



759,896



759,896


$
1.00


6% Cumulative

$
178.571



Aug. 18, 2016



Non-votingOther


4,100,000

























6,000,000



759,896



759,896   Redemption
    of Senior Exchangeable Preferred Stock
    Dividends
    on Preferred Stock
   13




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       8.
    Deferred
    Tax Assets:       14




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.
    Earnings
    Per Share:    Three Months Ended March 31,2007


2006($ in thousands, exceptper share data)Net loss applicable to common
    stockholders

$
(32,634
)

$
(13,272
)Basic and diluted earnings
    applicable to common stockholders per common share:Net loss

$
(0.18
)

$
(0.07
)Dividends on preferred stock


(0.01
)


(0.01
)Basic and diluted earnings
    applicable to common stockholders per common share

$
(0.19
)

$
(0.08
)Basic and diluted weighted average
    common shares outstanding


171,107,395



169,394,088   10.
    Commitments
    and Contingencies:  Commitments
    Contingencies
     15




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or and/or
      11.  Supplemental
    Condensed Consolidating Financial Information:
   16




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of March 31, 2007
  Non-Dobson


American


GuarantorCellular


Cellular


Subsidiaries


Parent


Eliminations


Consolidated($ in thousands)(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
101,091


$
18,990


$
23,345


$
4,970


$



$
148,396Short-term investments














3,678







3,678Accounts receivable, net


70,960



42,723



125



17







113,825Inventory


15,780



5,369















21,149Prepaid expenses and other


17,707



8,653



10











26,370Total current assets


205,538



75,735



23,480



8,665







313,418PROPERTY, PLANT AND EQUIPMENT, net


316,579



190,712















507,291OTHER ASSETS:Net intercompany receivable
    (payable)


15,582



(4,679
)


56,532



699,731



(767,166
)


Restricted investments


4,375



22















4,397Wireless license acquisition costs


1,127,827



799,839



9,676



4,412







1,941,754Goodwill


47,268



622,432







1,142







670,842Deferred financing costs, net


10,012



7,135







11,912







29,059Customer list, net


7,790



23,565















31,355Other non-current assets


25,049



596



1,182



1,624,374



(1,648,373
)


2,828Total other assets


1,237,903



1,448,910



67,390



2,341,571



(2,415,539
)


2,680,235Total assets

$
1,760,020


$
1,715,357


$
90,870


$
2,350,236


$
(2,415,539
)

$
3,500,944LIABILITIES AND
    STOCKHOLDERS (DEFICIT) EQUITYCURRENT LIABILITIES:Accounts payable

$
72,757


$
24,655


$



$



$



$
97,412Accrued expenses


21,395



19,171















40,566Accrued interest payable


30,941



7,039







22,867







60,847Deferred revenue and customer
    deposits


22,650



18,065



2,489











43,204Accrued dividends payable














4,410







4,410Current portion of credit
    facilities and debt securities






9,000















9,000Total current liabilities


147,743



77,930



2,489



27,277







255,439OTHER LIABILITIES:Credit facilities and debt
    securities, net of current portion


1,602,772



1,092,786







729,681



(767,166
)


2,658,073Deferred tax liabilities


170,161



133,548



1,571



(82,736
)






222,544Deferred gain on disposition of
    operating assets and other long-term liabilities


42,341



25,382















67,723SERIES F CONVERTIBLE PREFERRED
    STOCK














135,695







135,695STOCKHOLDERS (DEFICIT) EQUITY


(202,997
)


385,711



86,810



1,540,319



(1,648,373
)


161,470Total liabilities and
    stockholders (deficit) equity

$
1,760,020


$
1,715,357


$
90,870


$
2,350,236


$
(2,415,539
)

$
3,500,944  17




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of December 31, 2006
  Non-Dobson


American


GuarantorCellular


Cellular


Subsidiaries


Parent


Eliminations


Consolidated($ in thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
54,094


$
36,453


$
22,966


$
3,551


$



$
117,064Short-term investments














4,959







4,959Accounts receivable, net


73,342



47,103















120,445Inventory


15,744



5,162















20,906Prepaid expenses and other


13,448



8,838



20











22,306Total current assets


156,628



97,556



22,986



8,510







285,680PROPERTY, PLANT AND EQUIPMENT, net


321,511



190,691















512,202OTHER ASSETS:Net intercompany receivable
    (payable)


40,426



(12,135
)


56,471



682,404



(767,166
)


Restricted investments


4,375



22















4,397Wireless license acquisition costs


1,127,303



799,835



9,677



4,412







1,941,227Goodwill


47,267



622,101







1,142







670,510Deferred financing costs, net


10,456



13,221







12,270







35,947Customer list, net


10,200



30,681















40,881Other non-current assets


26,076



596



1,236



1,624,373



(1,648,373
)


3,908Total other assets


1,266,103



1,454,321



67,384



2,324,601



(2,415,539
)


2,696,870Total assets

$
1,744,242


$
1,742,568


$
90,370


$
2,333,111


$
(2,415,539
)

$
3,494,752LIABILITIES AND
    STOCKHOLDERS (DEFICIT) EQUITYCURRENT LIABILITIES:Accounts payable

$
66,705


$
30,135


$



$



$



$
96,840Accrued expenses


36,968



11,728



(102
)


(14
)






48,580Accrued interest payable


12,332



39,784







13,039







65,155Deferred revenue and customer
    deposits


19,348



16,195



2,348











37,891Accrued dividends payable














2,375







2,375Current portion of credit
    facilities and debt securities






1,250















1,250Total current liabilities


135,353



99,092



2,246



15,400







252,091OTHER LIABILITIES:Credit facilities and debt
    securities, net of current portion


1,603,340



1,039,251







729,681



(767,166
)


2,605,106Deferred tax liabilities


168,416



155,958



1,481



(84,403
)






241,452Deferred gain on disposition of
    operating assets and other non-current liabilities


42,860



25,962















68,822SERIES F CONVERTIBLE PREFERRED
    STOCK














135,695







135,695STOCKHOLDERS (DEFICIT) EQUITY


(205,727
)


422,305



86,643



1,536,738



(1,648,373
)


191,586Total liabilities and
    stockholders (deficit) equity

$
1,744,242


$
1,742,568


$
90,370


$
2,333,111


$
(2,415,539
)

$
3,494,752  18




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS
    For the Three Months Ended March 31, 2007
  Non-Dobson


American


GuarantorCellular


Cellular


Subsidiaries


Parent


Eliminations


Consolidated(Unaudited)($ in thousands)OPERATING REVENUE:Service revenue

$
150,476


$
103,469


$



$



$



$
253,945Roaming revenue


33,386



28,564















61,950Equipment and other revenue


15,305



6,541











(3,321
)


18,525Total operating revenue


199,167



138,574











(3,321
)


334,420OPERATING EXPENSES:Cost of service (exclusive of
    depreciation and amortization shown separately below)


56,601



38,565











(1,929
)


93,237Cost of equipment


20,339



13,453















33,792Marketing and selling


24,865



18,004



(24
)










42,845General and administrative


27,926



22,011



10







(1,392
)


48,555Depreciation and amortization


28,851



21,284



44











50,179Gain on disposition of operating
    assets


(850
)


(716
)














(1,566
)Total operating expenses


157,732



112,601



30







(3,321
)


267,042OPERATING INCOME (LOSS)


41,435



25,973



(30
)










67,378OTHER (EXPENSE) INCOME:Interest expense


(37,367
)


(25,942
)






(13,886
)


18,510



(58,685
)Loss from extinguishment of debt






(57,523
)














(57,523
)Other income (expense), net


2,651



(1,505
)


287



18,652



(18,510
)


1,575INCOME (LOSS) BEFORE MINORITY
    INTERESTS IN INCOME OF SUBSIDIARIES AND INCOME TAXES


6,719



(58,997
)


257



4,766







(47,255
)MINORITY INTERESTS IN INCOME OF
    SUBSIDIARIES


(2,299
)


















(2,299
)INCOME (LOSS) BEFORE INCOME TAXES


4,420



(58,997
)


257



4,766







(49,554
)Income tax (expense) benefit


(1,690
)


22,404



(90
)


(1,668
)






18,956NET INCOME (LOSS)

$
2,730


$
(36,593
)

$
167


$
3,098


$



$
(30,598
)  19




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS
    For the Three Months Ended March 31, 2006
  Non-Dobson


American


GuarantorCellular


Cellular


Subsidiaries


Parent


Eliminations


Consolidated(Unaudited)($ in thousands)OPERATING REVENUE:Service revenue

$
128,622


$
87,473


$



$



$



$
216,095Roaming revenue


31,797



22,983















54,780Equipment and other revenue


14,478



5,848











(3,602
)


16,724Total operating revenue


174,897



116,304











(3,602
)


287,599OPERATING EXPENSES:Cost of service (exclusive of
    depreciation and amortization shown separately below)


48,206



29,723











(1,856
)


76,073Cost of equipment


20,356



12,214















32,570Marketing and selling


23,083



16,276



(236
)










39,123General and administrative


27,739



21,327



5







(1,746
)


47,325Depreciation and amortization


28,778



21,454



43











50,275Gain on disposition of operating
    assets


(915
)


(749
)














(1,664
)Total operating expenses


147,247



100,245



(188
)






(3,602
)


243,702OPERATING INCOME


27,650



16,059



188











43,897OTHER (EXPENSE) INCOME:Interest expense


(38,434
)


(23,785
)






(13,698
)


18,510



(57,407
)Loss from extinguishment of debt














(57
)






(57
)Loss on redemption of mandatorily
    redeemable preferred stock














(1,445
)






(1,445
)Dividends on mandatorily
    redeemable preferred stock














(709
)






(709
)Other income (expense), net


1,840



(258
)


231



18,596



(18,510
)


1,899(LOSS) INCOME BEFORE MINORITY
    INTERESTS IN INCOME OF SUBSIDIARIES AND INCOME TAXES


(8,944
)


(7,984
)


419



2,687







(13,822
)MINORITY INTERESTS IN INCOME OF
    SUBSIDIARIES


(2,364
)


















(2,364
)(LOSS) INCOME BEFORE INCOME TAXES


(11,308
)


(7,984
)


419



2,687







(16,186
)Income tax benefit (expense)


4,273



3,015



(159
)


(1,840
)






5,289NET (LOSS) INCOME

$
(7,035
)

$
(4,969
)

$
260


$
847


$



$
(10,897
)  20




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    For the Three Months Ended March 31, 2007
  Non-Dobson


American


GuarantorCellular


Cellular


Subsidiaries


Parent


Eliminations


Consolidated(Unaudited)($ in thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net income (loss)

$
2,730


$
(36,593
)

$
167


$
3,098


$



$
(30,598
)Adjustments to reconcile net income
    (loss) to net cash provided by (used in) operating activities,
    net of effects of acquisitions Depreciation and amortization


28,851



21,284



44











50,179Amortization of bond discounts and
    premiums and deferred financing costs


(71
)


830







369







1,128Deferred income taxes


1,744



(22,410
)


90



1,668







(18,908
)Loss from extinguishment of debt






57,523















57,523Gain on disposition of operating
    assets


(850
)


(716
)














(1,566
)Share-based compensation














1,713







1,713Other operating activities


2,547



197















2,744Changes in current assets and
    liabilities Accounts receivable


2,382



4,379



(125
)


(16
)






6,620Inventory


(36
)


(207
)














(243
)Prepaid expenses and other


(4,259
)


186



10











(4,063
)Accounts payable


6,052



(5,480
)














572Accrued expenses


3,037



(25,302
)


101



9,841







(12,323
)Deferred revenue and customer
    deposits


3,301



1,870



142











5,313Net cash provided by (used in)
    operating activities


45,428



(4,439
)


429



16,673







58,091CASH FLOWS FROM INVESTING
    ACTIVITIES:Capital expenditures


(21,591
)


(14,254
)














(35,845
)Decrease (increase) in
    receivable-affiliates


24,840



(7,453
)


(60
)


(17,327
)






Sales of short-term investments














1,280







1,280Other investing activities


504



(335
)


10











179Net cash provided by (used in)
    investing activities


3,753



(22,042
)


(50
)


(16,047
)






(34,386
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from credit facilities and
    debt securities






900,000















900,000Repayments and repurchases of
    credit facilities and debt securities






(838,970
)














(838,970
)Distributions to minority interest
    holders


(2,132
)


















(2,132
)Debt financing costs


(52
)


(5,061
)






(13
)






(5,126
)Debt securities tender premium






(46,730
)














(46,730
)Other financing activities






(221
)






806







585Net cash (used in) provided by
    financing activities


(2,184
)


9,018







793







7,627NET INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS


46,997



(17,463
)


379



1,419







31,332CASH AND CASH EQUIVALENTS,
    beginning of period


54,094



36,453



22,966



3,551







117,064CASH AND CASH EQUIVALENTS, end of
    period

$
101,091


$
18,990


$
23,345


$
4,970


$



$
148,396  21




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    For the Three Months Ended March 31, 2006
  Non-Dobson


American


GuarantorCellular


Cellular


Subsidiaries


Parent


Eliminations


Consolidated(Unaudited)($ in thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net (loss) income

$
(7,035
)

$
(4,969
)

$
260


$
847


$



$
(10,897
)Adjustments to reconcile net (loss)
    income to net cash provided by operating activities, net of
    effects of acquisitions Depreciation and amortization


28,778



21,454



43











50,275Amortization of bond discounts and
    premiums and deferred financing costs


514



846







365







1,725Deferred income taxes


(4,135
)


(3,124
)


159



1,840







(5,260
)Mandatorily redeemable preferred
    stock dividends














709







709Loss on redemption of mandatorily
    redeemable preferred stock














1,445







1,445Loss from extinguishment of debt














57







57Gain on disposition of operating
    assets


(915
)


(748
)














(1,663
)Share-based compensation














1,822







1,822Other operating activities


2,593



170















2,763Changes in current assets and
    liabilities Accounts receivable


12,595



9,927



(303
)










22,219Inventory


(6,726
)


(117
)














(6,843
)Prepaid expenses and other


(3,861
)


(330
)


5











(4,186
)Accounts payable


(804
)


352















(452
)Accrued expenses


14,836



(23,761
)


(4
)


10,122







1,193Deferred revenue and customer
    deposits


1,564



1,246



2,496











5,306Net cash provided by operating
    activities


37,404



946



2,656



17,207







58,213CASH FLOWS FROM INVESTING
    ACTIVITIES:Capital expenditures


(20,271
)


(11,032
)














(31,303
)(Increase) decrease in
    receivable-affiliates


(14,694
)


(8,330
)


(1,121
)


24,145







Other investing activities


288



92



(29
)










351Net cash (used in) provided by
    investing activities


(34,677
)


(19,270
)


(1,150
)


24,145







(30,952
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Distributions to minority interest
    holders


(2,930
)


















(2,930
)Redemption of mandatorily
    redeemable preferred stock














(41,683
)






(41,683
)Other financing activities


(18
)


(18
)






428







392Net cash used in financing
    activities


(2,948
)


(18
)






(41,255
)






(44,221
)NET (DECREASE) INCREASE IN CASH AND
    CASH EQUIVALENTS


(221
)


(18,342
)


1,506



97







(16,960
)CASH AND CASH EQUIVALENTS,
    beginning of period


89,814



76,611



21,874



8,151







196,450CASH AND CASH EQUIVALENTS, end of
    period

$
89,593


$
58,269


$
23,380


$
8,248


$



$
179,490  22




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis presents factors that
    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 December 31, 2006 consolidated
    financial statements included in our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006 and our
    condensed consolidated financial statements and the related
    notes included in Item 1.
  OVERVIEW
      Form 10-Q
  CRITICAL
    ACCOUNTING POLICIES AND PRACTICES
  Form 10-K
    RECENTLY
    ADOPTED ACCOUNTING PRONOUNCEMENTS
  Income
    Tax Uncertainties
     23




---



##### Table of Contents



and/or
      Deferred
    Tax Assets
       24




---



##### Table of Contents



ACQUISITIONS
    FCC
    Auction 66
    Acquisition
    of Highland Cellular LLC
      Acquisitions
    in Alaska
      Acquisition
    of Texas 15 RSA
   25




---



##### Table of Contents



RESULTS
    OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND
    2006
  Key
    Operating Data
    Three Months EndedMarch 31,2007


2006Market population (1)


12,672,900



11,854,000Ending customers


1,676,800



1,545,900Market penetration (2)


13.2
%


13.0
%Gross customer additions


132,700



125,300Average customers


1,668,400



1,540,400Average monthly service revenue
    per customer (3)

$
51


$
47Average monthly post-paid churn (4)


1.9
%


2.1
%     (1)
    
    Represents the population in our
    licensed areas for the period indicated. The results are based
    upon the population estimates provided by the United State
    Census Bureau, adjusted to exclude those portions of our RSAs
    and metropolitan statistical areas, or MSAs, not covered by our
    licenses.(2)
    
    Market penetration is calculated by
    dividing ending customers by market population.(3)
    
    ARPU is calculated by dividing
    service revenue by average customers and dividing by the number
    of months in the period. We exclude roaming revenue from this
    calculation, since roaming revenue is not derived from our
    customers.(4)
    
    Average monthly post-paid churn
    represents the percentage of the post-paid customers that
    deactivate service each month. The calculation divides the total
    post-paid deactivations during the period by the average
    post-paid customers for the period. 26




---



##### Table of Contents



Results
    of Operations
    PercentageThree Months Ended March 31,


Change2007


2006


07 vs. 06($ in thousands)Operating Revenue:Service revenue

$
253,945


$
216,095



17.5
%Roaming revenue


61,950



54,780



13.1
%Equipment and other revenue


18,525



16,724



10.8
%Total operating revenue


334,420



287,599



16.3
%Operating Expenses:Cost of service (exclusive of
    depreciation and amortization shown separately below)


93,237



76,073



22.6
%Cost of equipment


33,792



32,570



3.8
%Marketing and selling


42,845



39,123



9.5
%General and administrative


48,555



47,325



2.6
%Depreciation and amortization


50,179



50,275



(0.2
)%Gain on disposition of operating
    assets


(1,566
)


(1,664
)


(5.9
)%Total operating expenses


267,042



243,702



9.6
%Operating income


67,378



43,897



53.5
%Interest expense


(58,685
)


(57,407
)


2.2
%Loss from extinguishment of debt


(57,523
)


(57
)


*Loss on redemption of mandatorily
    redeemable preferred stock






(1,445
)


*Dividends on mandatorily
    redeemable preferred stock






(709
)


*Other income, net


1,575



1,899



(17.1
)%Minority interest in income of
    subsidiaries


(2,299
)


(2,364
)


(2.7
)%Income tax benefit


18,956



5,289



*Net loss

$
(30,598
)

$
(10,897
)


180.8
%     *
    
    Calculation is not meaningful.  Customers
   27




---



##### Table of Contents



line-up
    Operating
    Revenue
    Service
    Revenue
      Roaming
    Revenue
  minutes-of-use) T-Mobile minutes-of-use
 28




---



##### Table of Contents



minutes-of-use
  minute-of-use
  Equipment
    and Other Revenue
      Operating
    Expenses
    Cost of
    Service
  minute-of-use off-network minutes-of-use
    Three Months Ended March 31,2007


2006Amount


Percentage


Amount


Percentage($ in thousands)Network and other operating costs

$
67,582



72.5
%

$
57,563



75.7
%Roaming costs


25,655



27.5
%


18,510



24.3
%Total cost of service

$
93,237



100.0
%

$
76,073



100.0
%    29




---



##### Table of Contents



Cost of
    Equipment
      Marketing
    and Selling Costs
    ® ® ®
  General
    and Administrative Costs
      Depreciation
    and Amortization
    Gain on
    Disposition of Operating Assets
   30




---



##### Table of Contents



Non-Operating
    Results
  Interest
    Expense
    Loss from
    Extinguishment of Debt
    Loss on
    Redemption of Mandatorily Redeemable Preferred Stock
    Dividends
    on Mandatorily Redeemable Preferred Stock
    LIQUIDITY
    AND CAPITAL RESOURCES
     31




---



##### Table of Contents



Working
    Capital and Net Cash Flow
  March 31,


December 31,


Percentage2007


2006


Change($ in thousands)Cash and cash equivalents

$
148,396


$
117,064



26.8
%Short-term investments


3,678



4,959



(25.8
)%Other current assets


161,344



163,657



(1.4
)%Total current assets


313,418



285,680



9.7
%Current liabilities


255,439



252,091



1.3
%Working capital

$
57,979


$
33,589



72.6
%Ratio of current assets to current
    liabilities


1.2:1



1.1:1       Form 10-K
  Capital
    Resources
  Credit
    facilities
  ACC
    Senior Secured Credit Facility
    
    A 7-year
    $900.0 million senior secured single draw term loan
    facility;
    A 7-year
    $75.0 million senior secured delayed draw term loan
    facility; and 32




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##### Table of Contents




    A 5-year
    $75.0 million senior secured revolving credit facility.            18-month
    
    make capital expenditures;
    sell or dispose of assets;
    incur additional debt;
    create liens;
    merge with or acquire other companies;
    pay dividends;
    engage in transactions with affiliates;
    make loans, investments, advances or stock repurchases;
    prepay certain debt;
    amend certain material agreements; and
    undergo a change of control.   33




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##### Table of Contents



DCS
    Senior Secured Credit Facility
            
    make capital expenditures;
    sell or dispose of assets;
    incur additional debt;
    create liens;
    merge with or acquire other companies;
    engage in transactions with affiliates, including dividend
    restrictions; and
    make loans, advances or stock repurchases.  Debt
    Securities
  ACC
    10.0% Senior Notes
      
    incur indebtedness;
    incur or assume liens;
    pay dividends or make other restricted payments;
    impose dividend or other payment restrictions affecting our
    restricted subsidiaries;
    issue and sell capital stock of our restricted subsidiaries; 34




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##### Table of Contents




    issue certain capital stock;
    issue guarantees of indebtedness;
    enter into transactions with affiliates;
    sell assets;
    engage in un-permitted lines of business;
    enter into sale and leaseback transactions; and
    merge or consolidate with or transfer substantial assets to
    another entity.      Preferred
    Stock
     35




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##### Table of Contents



Capital
    Expenditures and Commitments
      Contractual
    Obligations
        Form 10-K
  FORWARD-LOOKING
    STATEMENTS
    Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk     36




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##### Table of Contents



Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)
   37




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##### Table of Contents



PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings      and/or and/or
      Item 1A.
    Risk
    Factors  Form 10-K
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information   38




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##### Table of Contents



Item 6.
    Exhibits    Exhibit



Method ofNumbers

Description

Filing4
.1

Supplemental Indenture No. 4,
    dated March 15, 2007, to Indenture dated August 8,
    2003 by and among American Cellular Corporation the Guarantors
    (as defined in the indenture) and Bank of Oklahoma, National
    Association, as trustee.

(1)[4.1]10
.1

Credit Agreement, dated as of
    March 15, 2007 among American Cellular Corporation, the
    Lenders (as defined therein), the Subsidiary Guarantors (as
    defined therein), ACC Holdings, LLC, Lehman Commercial Paper
    Inc., Morgan Stanley Senior Funding, Inc., and Bear Stearns
    Corporate Lending Inc., Citibank N.A. and Deutsche Bank
    Securities Inc., as co-documentation agents.

(1)[10.1]10
.2

Guarantee and Collateral
    Agreement, dated March 15, 2007, by and among American
    Cellular Corporation, ACC Holdings, LLC, ACC Lease Co., LLC,
    Highland Cellular, LLC and Lehman Commercial Paper Inc., as
    administrative agent.

(1)[10.2]10
.3

Amended and Restated Management
    Agreement, dated March 15, 2007, by and between Dobson
    Cellular Systems, Inc., and American Cellular Corporation.

(1)[10.3]10
.4

Dobson Communications Corporation
    Compensation Committee Charter.

(2)31
.1

Rule 13a-14(a)
    Certification by our principal executive officer.

(2)31
.2

Rule 13a-14(a)
    Certification by our principal financial officer.

(2)32
.1

Section 1350 Certification by
    our principal executive officer.

(2)32
.2

Section 1350 Certification by
    our principal financial officer.

(2)     (1)
    
    Filed as an exhibit to the Registrants Current Report on
    Form 8-K
    on March 16, 2007, as the exhibit number indicated in
    brackets and incorporated by reference herein.(2)
    
    Filed herewith. 39




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##### Table of Contents



SIGNATURES
       /s/  STEVEN
    P. DUSSEK   Chief Executive Officer and Director
                   (principal
    executive officer)
    BRUCE
    R. KNOOIHUIZEN
   Executive Vice President and Chief Financial Officer
 (principal financial officer)
 40




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##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit



Method ofNumbers

Description

Filing4
.1

Supplemental Indenture No. 4,
    dated March 15, 2007, to Indenture dated August 8,
    2003 by and among American Cellular Corporation the Guarantors
    (as defined in the indenture) and Bank of Oklahoma, National
    Association, as trustee.

(1)[4.1]10
.1

Credit Agreement, dated as of
    March 15, 2007 among American Cellular Corporation, the
    Lenders (as defined therein), the Subsidiary Guarantors (as
    defined therein), ACC Holdings, LLC, Lehman Commercial Paper
    Inc., Morgan Stanley Senior Funding, Inc., and Bear Stearns
    Corporate Lending Inc., Citibank N.A. and Deutsche Bank
    Securities Inc., as co-documentation agents.

(1)[10.1]10
.2

Guarantee and Collateral
    Agreement, dated March 15, 2007, by and among American
    Cellular Corporation, ACC Holdings, LLC, ACC Lease Co., LLC,
    Highland Cellular, LLC and Lehman Commercial Paper Inc., as
    administrative agent.

(1)[10.2]10
.3

Amended and Restated Management
    Agreement, dated March 15, 2007, by and between Dobson
    Cellular Systems, Inc., and American Cellular Corporation.

(1)[10.3]10
.4

Dobson Communications Corporation
    Compensation Committee Charter.

(2)31
.1

Rule 13a-14(a)
    Certification by our principal executive officer.

(2)31
.2

Rule 13a-14(a)
    Certification by our principal financial officer.

(2)32
.1

Section 1350 Certification by
    our principal executive officer.

(2)32
.2

Section 1350 Certification by
    our principal financial officer.

(2)     (1)
    
    Filed as an exhibit to the Registrants Current Report on
    Form 8-K
    on March 16, 2007, as the exhibit number indicated in
    brackets and incorporated by reference herein.(2)
    
    Filed herewith.