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Exhibit 31.2

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);                                                                                                                                                                                                                   
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|
| | 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-15(e) and
15d-15(e)) for the registrant and we have:                                                                                               



| | (a) |  | designed such disclosure
controls and procedures, or caused such disclosure
controls and procedures to be designed under our
supervision, 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;
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|
| | (b) |  | evaluated the effectiveness
of the registrants disclosure controls and
procedures and presented in this report our
conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of
the period covered by this report based on such
evaluation; and                                                                                                     
|
| | (c) |  | disclosed in this report any
change in the registrants internal control over
financial reporting that occurred during the
registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an
annual report) that has materially affected, or is
reasonable likely to materially affect, the
registrants internal control over financial
reporting; and 



| | 5. |  | The registrants other certifying officers and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrants auditors
and the audit committee of registrants board of directors (or
persons performing the equivalent function):
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| | (a) |  | all significant deficiencies
and material weaknesses in the design or operation
of internal control over financial reporting which
are reasonably likely to adversely affect the
registrants ability to record, process, summarize
and report financial information; and
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|
| | (b) |  | any fraud, whether or not
material, that involves management or other
employees who have a significant role in the
registrants internal control over financial
reporting.                                                                                               

|                |  |                                   |  |                                                                 
|--------------- |  | --------------------------------- |  | ----------------------------------------------------------------
|                |  | Dobson Communications Corporation
|                |  |                                   |  |                                                                 
|                |  |                                   |  |                                                                 
|August 14, 2003 |  | By:                               |  | /S/ BRUCE R. KNOOIHUIZEN                                        
|                |  |                                   |  |                                                                 
|                |  |                                   |  | Bruce R. Knooihuizen
Vice President and 
Chief Financial Officer