SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q


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

      For the quarterly period ended June 30, 1997

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

      For the transition period from ________ to __________

                         Commission File No. 333-23769


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


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


13439 North Broadway Extension
Suite 200
OKLAHOMA CITY, OKLAHOMA                           73114

(Address of principal executive offices)        (Zip Code)


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


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

                              YES   X           NO

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

<PAGE>

                       DOBSON COMMUNICATIONS CORPORATION

                              Index to Form 10-Q


                        PART I.  FINANCIAL INFORMATION

                                                                          PAGE
Item 1.     Condensed Consolidated Financial Statements (Unaudited):

            Condensed Consolidated Balance Sheets at June 30, 1997 and
            December 31, 1996                                               

            Condensed Consolidated Statements of Operations for the 
            Three Months and Six Months Ended June 30, 1997 and 1996        

            Condensed Consolidated Statement of Stockholders' Equity
            for the Six Months Ended June 30, 1997                          

            Condensed Consolidated Statements of Cash Flows for the
            Six Months Ended June 30, 1997 and 1996                         

            Notes to Condensed Consolidated Financial Statements            

Item 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                      

Item 3.     Quantitative and Qualitative Disclosure about Market Risk     


                          PART II.  OTHER INFORMATION

Item 1.     Legal Proceedings                                              

Item 2.     Changes in Securities                                          

Item 3.     Defaults Upon Senior Securities                                

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

Item 5.     Other Information                                             

Item 6.     Exhibits and Reports on Form 8-K                              

<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements

<TABLE>
              DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                  (Unaudited)
<CAPTION>
ASSETS                                 June 30,            December 31, 
                                         1997                  1996
                                    --------------         -------------
<S>                                 <C>                    <C>          
CURRENT ASSETS:
  Cash and cash equivalents         $ 2,349,600            $ 1,609,221
  Accounts receivable, net           11,203,495              6,584,103
  Restricted investments             21,220,822                   -     
  Receivables - affiliates            4,411,927              1,704,033
  Other current assets                2,725,702             10,059,098
                                    -------------          ------------
    Total current assets             41,911,546             19,956,455
                                    -------------          ------------
                                 
PROPERTY, PLANT AND EQUIPMENT, net   69,514,420             61,929,904
                                    -------------          ------------
OTHER ASSETS: 
Receivables - affiliates                622,730              3,494,806
Restricted investments               17,010,039                  -    
Cellular license acquisition costs, 
  net                               161,233,936             23,465,128  
Other intangibles, net               21,273,023              6,723,598
Investments in unconsolidated sub-
  sidiaries and other                 2,225,358              1,378,134
                                   -------------           ------------  
    Total other assets              202,365,086              35,061,666  
                                   -------------           ------------
              Total assets         $313,791,052            $116,948,025
                                   =============           ============
</TABLE>

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

<PAGE>
<TABLE>
              DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

               CONDENSED CONSOLIDATED BALANCE SHEETS, continued

                                  (Unaudited)

<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY                  June 30,          December 31,
                                                        1997              1996
                                                   --------------      --------------
<S>                                                <C>                 <C>
CURRENT LIABILITIES:
Accounts payable                                   $   4,515,257       $   4,718,124
Accrued liabilities                                   11,103,818           3,014,737
Current portion of long-term debt                      1,212,680           1,190,924
                                                   --------------      --------------
    Total current liabilities                         16,831,755           8,923,785
                                                   --------------      -------------- 
LONG-TERM DEBT, net of current portion               309,000,203         104,303,802
DEFERRED CREDITS                                       1,086,996           1,077,864
MINORITY INTERESTS                                     3,229,614           2,444,176
CLASS B CONVERTIBLE PREFERRED STOCK                   10,000,000          10,000,000
CLASS C PREFERRED STOCK                                1,623,329               -
STOCKHOLDERS' EQUITY:
Class A Preferred Stock                                  100,000               -
Class A Common Stock, $1 par value 
  1,000,000 shares authorized and 473,152
  shares issued and outstanding                          473,152             473,152
Paid-in capital                                        5,508,285           5,508,285
Retained deficit                                     (22,049,282)         (3,870,039)
                                                    -------------        -------------
                                                     (15,967,845)          2,111,398
Less-
Class A Preferred Stock owned by Dobson Telephone       (100,000)              -
Class A Common Stock held in treasury, at cost       (11,913,000)         (11,913,000)
                                                    -------------        -------------
       Total stockholders' equity                    (27,980,845)          (9,801,602)
                                                    -------------        -------------
       Total liabilities and stockholders' equity   $313,791,052         $116,948,025
                                                    =============        =============
</TABLE>

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

<PAGE>
<TABLE>
              DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (Unaudited)
<CAPTION>
                                Three months ended June 30,             Six months ended June 30,
                                    1997            1996                    1997         1996
                                -------------  -------------            ------------ ------------
<S>                             <C>            <C>                      <C>            <C>                    
OPERATING REVENUES:
  Cellular service              $ 9,988,569    $ 4,338,495              $16,272,245    $ 8,447,606
  Cellular roaming                6,481,240      1,947,294                9,854,528      3,159,470 
  Cellular equipment sales          217,835        150,768                  357,433        396,168
  Wireline telephone service      3,839,727      3,305,449                7,414,214      6,564,493
  Fiber service revenues            902,409        541,376                1,704,362      1,015,329
  Other                             337,376        335,692                  507,704        654,146
                                ------------   ------------             ------------   ------------
     Total operating revenues    21,767,156     10,619,074               36,110,486     20,237,213
                                ------------   ------------             ------------   ------------
OPERATING EXPENSES:
  Cellular service                3,570,751      1,045,836                5,383,773      1,869,557
  Cellular equipment                999,663        564,147                1,790,098      1,038,032
  Wireline telephone service        478,222        409,755                  980,325        837,770
  Fiber service                      78,010         49,742                  145,217         99,484
  Marketing and selling           2,535,969      1,153,025                4,113,225      1,967,558
  General and administrative      5,061,871      2,886,241                9,059,651      5,243,897
  Depreciation and
     amortization                 5,996,988      2,436,340                9,593,000      4,169,405
                                ------------   ------------             ------------   ------------
     Total operating expenses    18,721,474      8,545,086               31,065,289     15,225,704
                                ------------   ------------             ------------   ------------
OPERATING INCOME                  3,045,682      2,073,988                5,045,197      5,011,509
                                ------------   ------------             ------------   ------------
OTHER INCOME (EXPENSE):
  Interest income                   824,570          -                    1,073,321          -
  Interest expense               (7,746,260)    (1,699,675)             (11,648,185)    (2,784,187)
  Other                              14,003     (1,389,297)                  35,993     (1,701,477)
                                ------------   ------------             ------------    ------------
     Total other expense         (6,907,687)    (3,088,972)             (10,538,871)    (4,485,664)
                                ------------   ------------             ------------    ------------
  INCOME (LOSS) BEFORE MINORITY
    INTERESTS IN INCOME OF
    SUBSIDIARIES, INCOME TAXES
    AND EXTRAORDINARY ITEMS      (3,862,005)    (1,014,985)              (5,493,674)       525,845
  MINORITY INTERESTS IN INCOME 
    OF SUBSIDIARIES                (558,579)       (64,765)                (801,317)      (224,542)
                                ------------   -------------            ------------    ------------
  INCOME (LOSS) BEFORE INCOME 
    TAXES AND EXTRAORDINARY
    ITEMS                        (4,420,584)    (1,079,750)              (6,294,991)       301,303
INCOME TAX (PROVISION) BENEFIT      176,691        397,347                  251,667        (93,016)
                                ------------   -------------            ------------    ------------
INCOME (LOSS) BEFORE
  EXTRAORDINARY ITEMS            (4,243,893)      (682,402)              (6,043,324)       208,287
EXTRAORDINARY EXPENSE, net of
  income tax benefit of
  $93,887 in 1997, and
  $287,361 in 1996                   -               -                   (2,403,711)      (542,055)
                                ------------   ------------             ------------    ------------
NET LOSS                         (4,243,893)      (682,402)              (8,447,035)      (333,768)
DIVIDENDS ON PREFERRED STOCK       (276,203)      (315,984)                (475,259)      (443,457)
                                ------------   ------------             ------------    ------------ 
NET LOSS APPLICABLE TO
  COMMON STOCKHOLDERS           $(4,520,096)   $ ( 998,386)             $(8,922,295)     $(777,225)
                                ============   ============             ============     ===========
NET LOSS APPLICABLE TO
  COMMON STOCKHOLDERS PER
  COMMON SHARE                  $    (7.89)    $    (1.74)              $    (15.57)     $   (1.55)
                                ============   ============             ============     ===========
WEIGHTED AVERAGE COMMON
  SHARES AND COMMON SHARE
  EQUIVALENTS OUTSTANDING          573,152         573,152                  573,152        501,371
                                ============   ============             ============     ===========
</TABLE>

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

<PAGE>
<TABLE>
              DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                  (Unaudited)
<CAPTION>
                                  Class A                   Class A                                Treasury
                              Preferred Stock            Common Stock           Paid - in          Stock, at          Retained
                           Shares       Amount        Shares        Amount       Capital             Cost              Deficit
                           ------       ------        ------        ------       -------           ---------          -------- 
<S>                     <C>          <C>           <C>           <C>           <C>             <C>                <C>
DECEMBER 31, 1996            -         $  -           473,152       $473,152   $5,508,285      $(11,913,000)      $ (3,870,039)
Net Loss                     -            -             -             -              -                 -            (8,447,035)
Cash dividends
declared on
  preferred stock            -            -             -             -              -                 -              (475,259)
Cash dividends
  declared on
  common stock               -            -             -             -              -                 -             (7,633,620)
Preferred stock
dividend                     -            -             -             -              -                 -             (1,623,329)
Reorganization          100,000       100,000           -             -              -             (100,000)               -  
                      -----------   -----------   -----------      ----------  ----------      -------------       -------------    
June 30, 1997           100,000      $100,000         473,152       $473,152   $5,508,285      $(12,013,000)       $(22,049,282)
                      ===========   ===========   ===========      ==========  ==========      ============        ============
</TABLE>

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

<TABLE>
              DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (Unaudited)
<CAPTION>
                                                      Six months ended June 30,
                                                  ------------------------------
                                                        1997            1996
                                                  -------------   -------------
<S>                                               <C>             <C>
  CASH FLOWS FROM OPERATING ACTIVITIES:           $   6,782,104   $   8,601,154
                                                  -------------   -------------
      Net cash provided by operating activities       6,782,104       8,601,154

  CASH FLOWS FROM INVESTING ACTIVITIES:
       Capital expenditures                          (5,005,574)    (12,175,280)
       Acquisitions of selected cellular systems   (155,803,444)    (30,000,000)
       Deferred costs                                  (493,568)           -
       Decrease (increase) in receivables - affiliate   164,182      (1,152,780)
       Refund of Deposit                              6,350,000       5,000,000
       Investments in unconsolidated subsidiaries
         and other                                     (847,224)       (316,870)
       Proceeds on sale of assets                          -            378,000
                                                  -------------    ------------
         Net cash used in investing activities     (155,581,628)    (38,806,930)
                                                  -------------    ------------

  CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from notes payable                          -            100,000
      Repayments of notes payable                          -           (500,000)
      Proceeds from long-term debt                  205,250,000      67,000,000
      Repayments of long-term debt                     (531,843)    (35,063,524)
      Cash dividends                                 (8,108,878)       (507,329)
      Issuance of preferred stock                          -         10,000,000
      Purchase of treasury stock                           -         (5,913,000)
      Restricted investments                        (37,454,642)           -
      Deferred financing costs                       (9,614,733)     (3,258,015)
                                                 --------------    ------------
        Net cash provided by financing activities   149,539,904      31,858,132
                                                 --------------    ------------

      NET INCREASE IN CASH AND CASH EQUIVALENTS         740,379       1,652,356
      CASH AND CASH EQUIVALENTS, beginning of 
        period                                        1,609,221       1,116,773
                                                 --------------    ------------
      CASH AND CASH EQUIVALENTS, end of period   $    2,349,600    $  2,769,129
                                                 ==============    ============
</TABLE>

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

<PAGE>
              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 June 30,
1997 and December 31, 1996, the condensed consolidated statements of operations
for the three and six months  ended  June  30,  1997  and  1996,  the condensed
consolidated  statement  of stockholders' equity for the six months ended  June
30, 1997 , and the condensed  consolidated statements of cash flows for the six
months  ended  June  30, 1997 and  1996  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.  The
condensed balance sheet data at December  31,  1996  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, 1996
consolidated  financial statements included on the Company's  Prospectus  dated
May 14, 1997, as  filed  with the Securities and Exchange Commission under Rule
424 (b) of the Securities Act of 1933.

1. REORGANIZATION

DCC was incorporated as an  Oklahoma  corporation  in  February 1997.  Under an
Agreement and Plan of Reorganization effective February  28, 1997, DCC acquired
all of the outstanding Class A Common Stock, Class C Common  Stock  and Class B
Convertible  Preferred  Stock of Dobson Operating Company ("DOC"). In exchange,
the holders of the Class A Common Stock and Class B Convertible Preferred Stock
of DOC received equivalent  shares  of  stock  of  DCC.  The holders of Class C
Common Stock received 100,000 shares of Class A preferred  Stock  of  DCC.   In
addition, DCC assumed all DOC outstanding stock options, substituting shares of
DCC  Class B Common Stock for the DOC stock subject to options.  As a result of
the reorganization, DCC is the parent company of DOC.

As part  of  the  reorganization,  the stock of certain subsidiaries of DOC was
distributed to DCC.  DOC continues to  be the holding company for the Company's
cellular, local exchange and wholly-owned fiber subsidiaries.

2. ACQUISITIONS OF SELECTED CELLULAR SYSTEMS

RECENT ACQUISITIONS

On March 19, 1996, the Company purchased  the  FCC  cellular  licenses for, and
certain  assets  relating  to one RSA located in Kansas and three  RSAs  and  a
portion of another RSA located in Missouri for $30 million. The properties (the
"Kansas/Missouri Cluster") are  located in northeastern Kansas and northwestern
Missouri near Kansas City.

On February 28, 1997, the Company  purchased the FCC cellular licenses for, and
certain assets relating to two MSAs  and  two  RSAs  located  in  Maryland  and
Pennsylvania for $77.7 million.  The properties are located immediately outside
the Washington/Baltimore metropolitan area.

On  March  3,  1997,  the  Company  purchased the FCC cellular license for, and
certain assets relating to Maryland RSA  2  for $75.8 million.  The property is
located to the east of the Washington/Baltimore metropolitan area.

The acquisition transactions were accounted for  as purchases and, accordingly,
their results of operations have been included in the accompanying consolidated
statements  of  operations  from  the  respective dates  of  acquisition.   The
unaudited pro forma information set forth  below includes the 1997 acquisitions
and  1996  acquisitions  accounted  for as if the  purchases  occurred  at  the
beginning  of  the  respective  periods presented.   The  unaudited  pro  forma
information is presented for informational purposes only and is not necessarily
indicative of the results of operations  that actually would have been achieved
had the acquisitions been consummated at that time:

<TABLE>
<CAPTION>
                                   Three Months                    Six Months
                                   Ended June 30,                Ended June 30,
                           ---------------------------     ---------------------------
                              1997            1996            1997            1996
                           -----------     -----------     -----------     -----------
<S>                        <C>             <C>             <C>             <C>
Operating revenue          $21,767,000     $17,304,000     $41,035,000     $31,764,000
Loss before
  extraordinary items       (4,244,000)     (5,460,000)     (9,119,000)     (9,415,000)
Net loss                    (4,244,000)     (5,460,000)    (11,523,000)     (9,867,000)
Net loss applicable to                               
  common stockholders       (4,520,000)     (5,776,215)    (11,998,000)    (10,400,000)
Net loss applicable to
  common stockholders
  per common share               (7.89)         (10.08)         (20.93)         (20.74)
</TABLE>

PENDING ACQUISITIONS

On February 28, 1997, the Company signed a definitive agreement to purchase for
$53.1 million a 100% interest in the Gila  River  Cellular  General Partnership
(the "Arizona 5 Partnership") which owns the cellular license for Arizona RSA 5
as   well   as   the   associated   tangible   operating  assets.   Gila  River
Telecommunications,  Inc. ("GRTI") owns 41.95% of  Arizona  5  Partnership  and
Associated Telecommunications  and  Technologies,  Inc,  an  affiliate  of  the
Company,  owns  49%  of GRTI.  In connection with this acquisition, the Company
will loan $5.2 million  to  one  of the current partners which, concurrent with
other equity contributions, will acquire  a  25%  interest  in  the  Arizona  5
Partnership.  Upon completion of these transactions, the Company will have paid
a  net  purchase  price of $39.8 million, and it will own a 75% interest in the
Arizona 5 Partnership.  Management of the Company expects that this acquisition
will close late in the third quarter or early in the fourth quarter of 1997.

PCS LICENSE

In the second quarter of  1997  the  Company  was granted PCS licenses for nine
markets, adjacent to and overlapping the Company's existing cellular footprint,
in the FCC "F" Block auction.  The aggregate bid  for  these  licenses was $5.1
million  after  a  15% discount.  The Company has paid 20% of the  winning  bid
amount.  The balance was financed in July 1997  by a  note  payable to the U.S. 
Government  at  an  interest  rate  equal  to  the U.S. Treasury ten-year rate.
The  obligations  will  be  due  in  quarterly installments over an  eight year
amortization beginning in 1999.

3. LONG-TERM DEBT

The Company's long-term debt consists of the following:

<TABLE>
<CAPTION>
                                      June 30,                    December 31,
                                       1997                           1996
                                 ---------------                --------------
<S>                              <C>                            <C>
Revolving credit facility        $   121,000,000                $   75,750,000
  Senior notes                       160,000,000                          -
  Mortgage notes payable              29,212,883                    29,744,726
                                 ---------------                --------------
            Total debt               310,212,883                   105,494,726
  Less- Current maturities             1,212,680                     1,190,924
                                 ---------------                --------------
            Total long-term debt $   309,000,203                $  104,303,802
                                 ===============                ==============
</TABLE>

REVOLVING CREDIT FACILITY

On February 28, 1997, the Company's  bank  credit  agreement  was  amended  and
restated  to provide the Company with a $200,000,000 revolving credit agreement
facility maturing  in  2005.   Interest  on  borrowings  under  the  new credit
agreement accrue at a variable rate (8.70% at June 30, 1997).  Initial proceeds
were  used  to  refinance  existing indebtedness, finance the 1997 acquisitions
described above and for general  corporate  purposes, including $7.6 million to
pay a dividend to holders of its Class A Common  Stock.   $6.0  million  of the
dividend was used to repay a loan which had been guaranteed by the Company  and
approximately  $.5  million  was used to repay indebtedness owed to the Company
with respect to certain legal  fees.  As a result of the $7.6 million dividend,
the holders of Class B Convertible  Preferred  Stock  were  entitled to a make-
whole  dividend of approximately $1.6 million.  In lieu of such  dividend,  the
holders  of  Class  B Convertible Preferred Stock were issued 100,000 shares of
Class C Preferred Stock,  having a liquidation preference of approximately $1.6
million.  In connection with  the closing of the revolving credit facility, the
Company extinguished its then existing credit facility, and recognized a pretax
loss of approximately $2.5 million  as  a  result  of  writing  off  previously
capitalized  financing  costs  associated  with  the revolving credit facility.
This  loss has been reflected as an extraordinary item,  net  of  tax,  in  the
Company's statement of operations for the six months ended June 30, 1997.

On March  19,  1996  the  Company  amended  and  restated  the revolving credit
agreement that was in place at that date.  In connection with  this  amendment,
the Company recorded a pretax loss of approximately $.8 million as a result  of
writing  off  previously  capitalized  financing  costs  which  is  included as
extraordinary expense in the accompanying statement of operations.

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

SENIOR NOTES

On February 28, 1997, the  Company  issued  $160,000,000 of 11.75% Senior Notes
maturing  in  2007  to  finance  the  1997  acquisitions  described  above  and
approximately $38.3 million placed in an interest bearing escrow account, which
will be used to pay the first four semi-annual  interest payments on the notes,
which begin on October 15, 1997.  Amounts in the  escrow  account are reflected
as "restricted investments" in the Company's balance sheet.   The  senior notes
are  redeemable at the option of the Company in whole or in part, on  or  after
April 15, 2002, initially at 105.875%. Prior to April 15, 2000, the Company may
redeem  up  to 35% of the principal amount of the senior notes at 111.750% with
proceeds from  sales of stock, provided that after any such redemption at least
$104 million remains  outstanding.   On June 16, 1997, the Company completed an
offer  to  exchange  all  of the outstanding  senior  notes  for  substantially
identical notes registered under the Securities Act of 1933.

4. TAXES

The income tax benefit for the three and six months ended June 30, 1997 differs
from amounts computed at the  statutory  rate  due  primarily  to net operating
losses for which no benefit has been recognized.

5. EARNINGS PER COMMON SHARE

For  purposes  of  calculating reported weighted average number of  common  and
common equivalent shares  outstanding,  shares of convertible Class B Preferred
Stock  issued  on  March  19,  1996  are considered  common  equivalent  shares
outstanding.

In February 1997, the Financial Accounting  Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings  Per  Share  ("SFAS No. 128").
SFAS   No.   128   specifies  the  computation,  presentation,  and  disclosure
requirements of earnings  per  share and supersedes Accounting Principles Board
Opinion No. 15, Earnings Per Share.   SFAS No. 128 requires a dual presentation
of  basic and diluted earnings per share.   Basic  earnings  per  share,  which
excludes  the  impact of common stock equivalents will replace primary earnings
per share.  Diluted earnings per share, which utilizes the average market price
per share as opposed  to  the  greater of the average market price per share or
ending  market price per share when  applying  the  treasury  stock  method  in
determining  common  stock  equivalents will replace fully-diluted earnings per
share.  SFAS No. 128 will be  effective  for  both  interim  and annual periods
ending  after December 15, 1997.  The following pro forma earnings  per  common
share information assumes SFAS No. 128 was adopted in 1996:

<TABLE>
<CAPTION>
                                       Three Months Ended     Six Months Ended
                                            June 30,                June 30,
                                     --------------------    ------------------
                                       1997        1996        1997        1996
                                       ----        ----        ----        ----
<S>                                  <C>         <C>         <C>         <C>
 Reported:
  Primary net income (loss)
    applicable to common
    shareholders per common share    $  (7.89)   $  (1.74)   $ (15.57)   $  (1.55)

  Weighted average number of
    common and common equivalent
    shares outstanding                573,152     573,152     573,152     501,371

  Pro forma:
    Basic net income (loss) per
      common  share                  $  (9.55)   $  (2.11)   $ (18.86)   $  (1.64)
    Basic weighted average shares     473,152     473,152     473,152     473,152
</TABLE>

Diluted net income per common share has been omitted because the impact of com-
mon stock equivalents is anti-dilutive.

6. SUBSEQUENT EVENTS

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

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

GENERAL

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

RECENT EVENTS

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

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

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

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

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

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

RESULTS OF OPERATIONS

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

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

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

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

CELLULAR.   The  Company's  operating  revenue  from  its  cellular  operations
(service, roaming, and equipment) increased $10.3 million in the second quarter
of 1997 compared to 1996.  Cellular service revenue  increased $5.7 million, or
130.2%, to $10.0 million in 1997 from $4.3 million in  1996.   Of the increase,
$4.8  million  was attributable to the acquisition of the Maryland  Cluster  in
1997.  The remaining  $.9  million  was  primarily  attributable  to  increased
penetration  and  usage  in  the Oklahoma/Texas Cluster and the Kansas/Missouri
Cluster. The Company's cellular  subscriber  base increased 215.9% to 96,140 at
June 30, 1997, from 30,437 at June 30, 1996. 42,608 subscribers were added as a
result  of  the  acquisition of the Maryland Cluster.  However,  the  Company's
average monthly cellular  service  revenue  per  subscriber  decreased 14.1% to
$41.35 for the three months ended June 30, 1997 from $48.11 for  the comparable
period  in  1996  due  to  the  addition  of new lower rate subscribers in  the
Maryland  Cluster and competitive market pressures.  Cellular  roaming  revenue
increased $4.5 million, or 232.8%, to $6.5 million in 1997 from $1.9 million in
1996.  Of the increase, $3.5 million was attributable to the acquisition of the
Maryland Cluster in 1997. The remaining $1.1 million was primarily attributable
to increased  roaming minutes in the Oklahoma/Texas Cluster and Kansas/Missouri
Cluster due to expanded coverage area in these markets and the general increase
in cellular minutes  of  use.   Cellular  equipment sales of $.2 million in the
second quarter of 1997 represented a slight  increase from 1996, as the Company
sold more equipment during the second quarter of 1997.

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

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

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

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

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

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

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

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

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

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

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

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

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

CELLULAR.   The  Company's  operating  revenue  from  its  cellular  operations
(service, roaming, and equipment)  increased  $14.5  million  for the first six
months  of  1997  compared  to  1996.  Cellular service revenue increased  $7.9
million, or 92.6%, to $16.3 million  in 1997 from $8.4 million in 1996.  Of the
increase, $6.6 million was attributable  to  the  acquisition  of  the Maryland
Cluster  in  1997  and  the  inclusion of the operations of the Kansas/Missouri
Cluster, which was acquired March  19,  1996,  for  all of 1997.  The remaining
$1.3 million was primarily attributable to increased  penetration, usage in the
Oklahoma/Texas  Cluster  and  Kansas/Missouri Cluster. The  Company's  cellular
subscriber base increased 215.9%  to  96,140  at  June 30, 1997, from 30,437 at
June 30, 1996.  42,608 subscribers were added as a result of the acquisition of
the Maryland Cluster. However, the Company's average  monthly  cellular service
revenue per subscriber decreased 14.5 % to $41.93 for the six months ended June
30, 1997 from $49.06 for the comparable period in 1996 due to the  addition  of
new  lower  rate  subscribers  in  the  Maryland Cluster and competitive market
pressures.  Cellular roaming revenue increased $6.7 million, or 211.9%, to $9.9
million in 1997 from $3.2 million in 1996.   Of  the increase, $5.1 million was
attributable  to  the  acquisition  of the Maryland Cluster  in  1997  and  the
inclusion of the operations of the Kansas/Missouri  Cluster  which was acquired
on  March 19, 1996, for all of 1997. The remaining $1.6 million  was  primarily
attributable  to  increased  roaming  minutes in the Oklahoma/Texas Cluster and
Kansas Missouri Cluster due to expanded coverage areas in these markets and the
general increase in cellular minutes of  use.   Cellular equipment sales of $.4
million in 1997 remained fairly consistent for the period.

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

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

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

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

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

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

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

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

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

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

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

FORWARD-LOOKING STATEMENTS

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

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

-     Not applicable

                          PART II.  OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

-     Not applicable

ITEM 2.     CHANGES IN SECURITIES

-     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 NUMBER            DESCRIPTION
      --------------            -----------

       10.2.3        -     Promissory  Note  dated  June 30, 1997 of Russell L. 
                           Dobson in the amount of $422,786.97 in favor of
                           Western Financial Services Corp.

       10.2.6        -     Promissory Note dated June  30,  1997  of Everett R.
                           Dobson in the amount of $353,479.63 in favor of
                           Western Financial Services Corp.

       27            -     Financial Data Schedule

      (b)     Reports on Form 8-K

              No reports on Form 8-K were filed during the quarter ended June
30, 1997.

<PAGE>

                                  SIGNATURES

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


Date:  August 14, 1997                Dobson Communications Corporation 
                                      (registrant)

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

Date:  August 14, 1997                BRUCE R. KNOOIHUIZEN
                                      Bruce R. Knooihuizen
                                      Vice President and Chief Financial
                                      Officer (principal financial officer)

<PAGE>
                              EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.      Description                    Method of Filing
-----------      -----------                    ----------------
<S>              <C>                            <C>
10.2.3           Promissory Note dated June     Filed herewith electronically
                 30, 1997 of Russell L.
                 Dobson in the amount of 
                 $422,786.97 in favor of
                 Western Financial Services
                 Corp.

10.2.6           Promissory Note dated June     Filed herewith electronically
                 30, 1997 of Everett R.
                 Dobson in the amount of
                 $353,479.63 in favor of
                 Western Financial Services
                 Corp.

27               Financial Data Schedule        Filed herewith electronically
</TABLE>