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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

(Mark One)

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

For the Quarterly Period Ended September 30, 2001

or

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 000-29225

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

Oklahoma(State or other jurisdiction of
incorporation or organization)

73-1513309(I.R.S. Employer
Identification No.)14201 Wireless Way
Oklahoma City, Oklahoma(Address of principal executive offices)

73134(zip code)


(405) 529-8500(Registrant's telephone number, including area code)

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

As
of November 5, 2001, there were 38,639,695 shares of the registrant's $.001 par value Class A Common Stock outstanding and 54,995,888 shares of the registrant's $.001
par value Class B Common Stock outstanding.

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DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES  Index to Form 10-Q

|Item
Number                   |  |                                                                                                                                        |  | Page
|----------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|PART I. FINANCIAL INFORMATION
|1                             |  | Condensed Consolidated Financial Statements (Unaudited):                                                                               |  |     
|                              |  | Condensed Consolidated Balance Sheets as of September 30, 2001 and December 31, 2000                                                   |  | 3   
|                              |  | Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2001 and 2000                        |  | 4   
|                              |  | Condensed Consolidated Statement of Comprehensive Loss and Stockholders' Equity (Deficit) for the Nine Months Ended September 30, 2001 |  | 5   
|                              |  | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2001 and 2000                                  |  | 6   
|                              |  | Notes to Condensed Consolidated Financial Statements                                                                                   |  | 7   
|2                             |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                                  |  | 14  
|3                             |  | Quantitative and Qualitative Disclosure about Market Risk                                                                              |  | 25  
|                              |  | PART II. OTHER INFORMATION                                                                                                            
|1                             |  | Legal Proceedings                                                                                                                      |  | 26  
|2                             |  | Changes in Securities and Use of Proceeds                                                                                              |  | 26  
|3                             |  | Defaults Upon Senior Securities                                                                                                        |  | 26  
|4                             |  | Submission of Matters to a Vote of Security Holders                                                                                    |  | 26  
|5                             |  | Other Information                                                                                                                      |  | 26  
|6                             |  | Exhibits and Reports on Form 8-K                                                                                                       |  | 26  

2

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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES        CONDENSED CONSOLIDATED BALANCE SHEETS        (Unaudited)

|                                               |                                                                                                                                                                           | September 30,
2001                   |                                                      | December 31,
2000 |              
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ---------------------------------------------------- | ----------------- | -------------
|ASSETS                                         |                                                                                                                                                                          
|CURRENT ASSETS:                                |                                                                                                                                                                           |                                      |                                                      |                   |              
|                                               | Cash and cash equivalents                                                                                                                                                 |                                      | $                                                    | 177,213,331       |              
|                                               | Restricted cash and investments                                                                                                                                           |                                      |                                                      | 12,740,156        |              
|                                               | Accounts receivable, net                                                                                                                                                  |                                      |                                                      | 101,677,987       |              
|                                               | Accounts receivableaffiliate                                                                                                                                             |                                      |                                                      | 23,927,975        |              
|                                               | Inventory                                                                                                                                                                 |                                      |                                                      | 10,651,534        |              
|                                               | Other current assets                                                                                                                                                      |                                      |                                                      | 8,302,038         |              
|                                               |                                                                                                                                                                           |                                      |                                                      |                   |              
|                                               |                                                                                                                                                                           | Total current assets                 |                                                      |                   | 334,513,021  
|                                               |                                                                                                                                                                           |                                      |                                                      |                   |              
|PROPERTY, PLANT AND EQUIPMENT, net             |                                                                                                                                                                           |                                      | 361,642,192                                          |                   |              
|                                               |                                                                                                                                                                           |                                      |                                                      |                   |              
|OTHER ASSETS:                                  |                                                                                                                                                                           |                                      |                                                      |                   |              
|                                               | Receivablesaffiliates                                                                                                                                                    |                                      |                                                      | 7,071,117         |              
|                                               | Wireless license acquisition costs, net                                                                                                                                   |                                      |                                                      | 1,393,863,725     |              
|                                               | Deferred costs, net                                                                                                                                                       |                                      |                                                      | 72,059,801        |              
|                                               | Other intangibles, net                                                                                                                                                    |                                      |                                                      | 40,290,740        |              
|                                               | Investment in joint venture                                                                                                                                               |                                      |                                                      | 325,069,725       |              
|                                               | Deposits                                                                                                                                                                  |                                      |                                                      | 109,214,800       |              
|                                               | Other                                                                                                                                                                     |                                      |                                                      | 12,669,798        |              
|                                               |                                                                                                                                                                           |                                      |                                                      |                   |              
|                                               |                                                                                                                                                                           | Total other assets                   |                                                      |                   | 1,960,239,706
|                                               |                                                                                                                                                                           |                                      |                                                      |                   |              
|                                               |                                                                                                                                                                           |                                      | Total assets                                         |                   | $            
|                                               |                                                                                                                                                                           |                                      |                                                      |                   |              
|LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY |                                                                                                                                                                          
|CURRENT LIABILITIES:                           |                                                                                                                                                                           |                                      |                                                      |                   |              
|                                               | Accounts payable                                                                                                                                                          |                                      | $                                                    | 76,088,191        |              
|                                               | Accrued expenses                                                                                                                                                          |                                      |                                                      | 36,595,825        |              
|                                               | Deferred revenue and customer deposits                                                                                                                                    |                                      |                                                      | 15,080,529        |              
|                                               | Current portion of long-term debt                                                                                                                                         |                                      |                                                      | 42,005,762        |              
|                                               | Accrued dividends payable                                                                                                                                                 |                                      |                                                      | 22,149,011        |              
|                                               |                                                                                                                                                                           |                                      |                                                      |                   |              
|                                               |                                                                                                                                                                           | Total current liabilities            |                                                      |                   | 191,919,318  
|                                               |                                                                                                                                                                           |                                      |                                                      |                   |              
|OTHER LIABILITES:                              |                                                                                                                                                                           |                                      |                                                      |                   |              
|                                               | Long-term debt, net of current portion                                                                                                                                    |                                      |                                                      | 1,621,575,660     |              
|                                               | Deferred tax liabilities                                                                                                                                                  |                                      |                                                      | 114,297,008       |              
|                                               | Minority interest                                                                                                                                                         |                                      |                                                      | 23,606,927        |              
|                                               | Other non-current liabilities                                                                                                                                             |                                      |                                                      | 19,907,667        |              
|                                               | Preferred stock, net                                                                                                                                                      |                                      |                                                      | 772,912,703       |              
|                                               | Commitments (Note 9)                                                                                                                                                      |                                      |                                                      |                   |              
|STOCKHOLDERS' (DEFICIT) EQUITY:                |                                                                                                                                                                           |                                      |                                                      |                   |              
|                                               | Class A Common Stock, $.001 par value, 175,000,000 authorized and 33,159,844 and 27,970,647 shares issued at September 30, 2001 and December 31, 2000, respectively       |                                      |                                                      | 33,160            |              
|                                               | Class B Common Stock, $.001 par value, 70,000,000 shares authorized and 61,388,639 and 65,311,716 shares issued at September 30, 2001 and December 31, 2000, respectively |                                      |                                                      | 61,389            |              
|                                               | Class C Common Stock, $.001 par value, 4,226 shares authorized and zero shares issued at September 30, 2001 and December 31, 2000                                         |                                      |                                                      |                  |              
|                                               | Class D Common Stock, $.001 par value, 33,000 shares authorized and zero and 4,832 shares issued at September 30, 2001 and December 31, 2000, respectively                |                                      |                                                      |                  |              
|                                               | Paid-in capital                                                                                                                                                           |                                      |                                                      | 615,033,059       |              
|                                               | Retained deficit                                                                                                                                                          |                                      |                                                      | (676,662,930      | )            
|                                               | Accumulated comprehensive loss, net of income tax benefit of $12,312,857                                                                                                  |                                      |                                                      | (18,469,286       | )            
|                                               | Less 772,900 common shares held in treasury stock, at cost                                                                                                                |                                      |                                                      | (7,819,756        | )            
|                                               |                                                                                                                                                                           |                                      |                                                      |                   |              
|                                               |                                                                                                                                                                           | Total stockholders' (deficit) equity |                                                      |                   | (87,824,364  
|                                               |                                                                                                                                                                           |                                      |                                                      |                   |              
|                                               |                                                                                                                                                                           |                                      | Total liabilities and stockholders' (deficit) equity |                   | $            
|                                               |                                                                                                                                                                           |                                      |                                                      |                   |              

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

3

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DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS        (Unaudited)

|                                                                                                                                                                                                                                                    |                               | Three Months Ended
September 30, |                          | Nine Months Ended
September 30, |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | -------------------------------- | ------------------------ | ------------------------------- | -
|
|OPERATING REVENUES:                                                                                                                                                                                                                                 |                               |                                  |                          |                                 |  
|                                                                                                                                                                                                                                                    | Service revenue               |                                  | $                        | 93,715,148                      |  
|                                                                                                                                                                                                                                                    | Roaming revenue               |                                  |                          | 84,351,394                      |  
|                                                                                                                                                                                                                                                    | Equipment and other revenue   |                                  |                          | 6,275,483                       |  
|                                                                                                                                                                                                                                                    |                               |                                  |                          |                                 |  
|                                                                                                                                                                                                                                                    |                               |                                  | Total operating revenues |                                 |  
|                                                                                                                                                                                                                                                    |                               |                                  |                          |                                 |  
|OPERATING EXPENSES:                                                                                                                                                                                                                                 |                               |                                  |                          |                                 |  
|                                                                                                                                                                                                                                                    | Cost of service               |                                  |                          | 49,805,193                      |  
|                                                                                                                                                                                                                                                    | Cost of equipment             |                                  |                          | 14,494,405                      |  
|                                                                                                                                                                                                                                                    | Marketing and selling         |                                  |                          | 20,705,041                      |  
|                                                                                                                                                                                                                                                    | General and administrative    |                                  |                          | 21,098,952                      |  
|                                                                                                                                                                                                                                                    | Depreciation and amortization |                                  |                          | 52,852,830                      |  
|                                                                                                                                                                                                                                                    |                               |                                  |                          |                                 |  
|                                                                                                                                                                                                                                                    |                               |                                  | Total operating expenses |                                 |  
|                                                                                                                                                                                                                                                    |                               |                                  |                          |                                 |  
|OPERATING INCOME                                                                                                                                                                                                                                    |                               |                                  | 25,385,604               |                                 |  
|OTHER INCOME (EXPENSE):                                                                                                                                                                                                                             |                               |                                  |                          |                                 |  
|                                                                                                                                                                                                                                                    | Interest expense              |                                  |                          | (39,620,593                     | )
|                                                                                                                                                                                                                                                    | Other income, net             |                                  |                          | 3,868,362                       |  
|                                                                                                                                                                                                                                                    |                               |                                  |                          |                                 |  
|LOSS BEFORE MINORITY INTERESTS IN INCOME OF SUBSIDIARIES, INCOME TAXES AND EXTRAORDINARY ITEMS                                                                                                                                                      |                               |                                  | (10,366,627              | )                               |  
|MINORITY INTERESTS IN INCOME OF SUBSIDIARIES                                                                                                                                                                                                        |                               |                                  | (2,062,768               | )                               |  
|LOSS FROM INVESTMENT IN JOINT VENTURE, net of income tax benefit of $4,884,391, $6,237,644, $18,483,457, and $15,726,865 for the three months ended September 30, 2001 and 2000 and the nine months ended
September 30, 2001 and 2000, respectively |                               |                                  | (15,575,119              | )                               |  
|                                                                                                                                                                                                                                                    |                               |                                  |                          |                                 |  
|LOSS BEFORE INCOME TAXES AND EXTRAORDINARY ITEMS                                                                                                                                                                                                    |                               |                                  | (28,004,514              | )                               |  
|INCOME TAX BENEFIT                                                                                                                                                                                                                                  |                               |                                  | 5,055,661                |                                 |  
|                                                                                                                                                                                                                                                    |                               |                                  |                          |                                 |  
|LOSS BEFORE EXTRAORDINARY ITEMS                                                                                                                                                                                                                     |                               |                                  | (22,948,853              | )                               |  
|EXTRAORDINARY EXPENSE, net of income tax benefit of $12,495,341 for the nine months ended September 30, 2000                                                                                                                                        |                               |                                  |                         |                                 |  
|                                                                                                                                                                                                                                                    |                               |                                  |                          |                                 |  
|NET LOSS                                                                                                                                                                                                                                            |                               |                                  | (22,948,853              | )                               |  
|DIVIDENDS ON PREFERRED STOCK                                                                                                                                                                                                                        |                               |                                  | (22,426,944              | )                               |  
|                                                                                                                                                                                                                                                    |                               |                                  |                          |                                 |  
|NET LOSS APPLICABLE TO COMMON STOCKHOLDERS                                                                                                                                                                                                          |                               | $                                | (45,375,797              | )                               | $
|                                                                                                                                                                                                                                                    |                               |                                  |                          |                                 |  
|BASIC NET LOSS APPLICABLE TO COMMON STOCKHOLDERS PER COMMON SHARE:                                                                                                                                                                                  |                               |                                  |                          |                                 |  
|                                                                                                                                                                                                                                                    | Before extraordinary expense  |                                  | $                        | (0.48                           | )
|                                                                                                                                                                                                                                                    | Extraordinary expense         |                                  |                          |                                |  
|                                                                                                                                                                                                                                                    |                               |                                  |                          |                                 |  
|BASIC NET LOSS APPLICABLE TO COMMON STOCKHOLDERS PER COMMON SHARE                                                                                                                                                                                   |                               | $                                | (0.48                    | )                               | $
|                                                                                                                                                                                                                                                    |                               |                                  |                          |                                 |  
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                                                                                                                                                                                    |                               |                                  | 94,208,662               |                                 |  
|                                                                                                                                                                                                                                                    |                               |                                  |                          |                                 |  

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

4

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DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES    CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS AND STOCKHOLDERS' EQUITY (DEFICIT)    FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
(Unaudited)

|                   |                                                                          | Comprehensive
Loss |              | Stockholders' Equity (Deficit) |           
|------------------ | ------------------------------------------------------------------------ | ------------------ | ------------ | ------------------------------ | ----------
|
|
|
|December 31, 2000  |                                                                          |                    |              |                                | 27,970,647
|                   | Net loss                                                                 |                    | $            | (98,910,372                    | )         
|                   | Issuance of common stock                                                 |                    |              |                               |           
|                   | Preferred stock dividends                                                |                    |              |                               |           
|                   | Transition adjustment for implementation of SFAS 133, net of tax benefit |                    |              | (7,760,526                     | )         
|                   | Loss on hedge transactions, net of tax benefit                           |                    |              | (10,708,760                    | )         
|                   | Treasury stock, at cost                                                  |                    |              |                               |           
|                   |                                                                          |                    |              |                                |           
|September 30, 2001 |                                                                          | $                  | (117,379,658 | )                              | 33,159,844
|                   |                                                                          |                    |              |                                |           

The accompanying notes are an integral part of this condensed consolidated financial statement.

5

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DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (Unaudited)

|                                                                                              |                                                                                 | Nine Months Ended September 30,                       |                                          
|--------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | ----------------------------------------------------- | -----------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                         |                                                                                 |                                                       |                                          
|                                                                                              | Net loss before extraordinary items                                             |                                                       | $                                        
|                                                                                              | Adjustments to reconcile net loss to net cash provided by operating activities |                                                       |                                          
|                                                                                              |                                                                                 | Depreciation and amortization                         |                                          
|                                                                                              |                                                                                 | Amortization of bond discount and financing cost      |                                          
|                                                                                              |                                                                                 | Deferred income taxes and investment tax credits, net |                                          
|                                                                                              |                                                                                 | Minority interests in income of subsidiaries          |                                          
|                                                                                              |                                                                                 | Loss from investment in joint venture                 |                                          
|                                                                                              |                                                                                 | Accrued dividend income                               |                                          
|                                                                                              |                                                                                 | Other                                                 |                                          
|                                                                                              | Changes in current assets and liabilities                                      |                                                       |                                          
|                                                                                              |                                                                                 | Accounts receivable                                   |                                          
|                                                                                              |                                                                                 | Other current assets                                  |                                          
|                                                                                              |                                                                                 | Accounts payable                                      |                                          
|                                                                                              |                                                                                 | Accrued expenses                                      |                                          
|                                                                                              |                                                                                 | Deferred revenue and customer deposits                |                                          
|                                                                                              |                                                                                 |                                                       |                                          
|                                                                                              |                                                                                 |                                                       | Net cash provided by operating activities
|                                                                                              |                                                                                 |                                                       |                                          
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                         |                                                                                 |                                                       |                                          
|                                                                                              |                                                                                 | Capital expenditures                                  |                                          
|                                                                                              |                                                                                 | Acquisitions                                          |                                          
|                                                                                              |                                                                                 | Investment in joint venture                           |                                          
|                                                                                              |                                                                                 | Deposits                                              |                                          
|                                                                                              |                                                                                 | Decrease (increase) in receivablesaffiliate          |                                          
|                                                                                              |                                                                                 | Proceeds from sale of assets                          |                                          
|                                                                                              |                                                                                 | Other investing activities                            |                                          
|                                                                                              |                                                                                 |                                                       |                                          
|                                                                                              |                                                                                 |                                                       | Net cash used in investing activities    
|                                                                                              |                                                                                 |                                                       |                                          
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                         |                                                                                 |                                                       |                                          
|                                                                                              |                                                                                 | Proceeds from long-term debt                          |                                          
|                                                                                              |                                                                                 | Repayments of long-term debt                          |                                          
|                                                                                              |                                                                                 | Distribution to partners                              |                                          
|                                                                                              |                                                                                 | Proceeds from equity offering                         |                                          
|                                                                                              |                                                                                 | Proceeds from common stock                            |                                          
|                                                                                              |                                                                                 | Issuance of preferred stock                           |                                          
|                                                                                              |                                                                                 | Redemption of preferred stock                         |                                          
|                                                                                              |                                                                                 | Deferred financing costs                              |                                          
|                                                                                              |                                                                                 | Premium on redemption of Senior Notes                 |                                          
|                                                                                              |                                                                                 | Purchase of treasury stock                            |                                          
|                                                                                              |                                                                                 | Maturities of restricted investments, net of interest |                                          
|                                                                                              |                                                                                 | Other financing activities                            |                                          
|                                                                                              |                                                                                 |                                                       |                                          
|                                                                                              |                                                                                 |                                                       | Net cash provided by financing activities
|                                                                                              |                                                                                 |                                                       |                                          
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                                     |                                                                                 |                                                       | 28,176,824                               
|CASH AND CASH EQUIVALENTS, beginning of period                                                |                                                                                 |                                                       | 149,036,507                              
|                                                                                              |                                                                                 |                                                       |                                          
|CASH AND CASH EQUIVALENTS, end of period                                                      |                                                                                 | $                                                     | 177,213,331                              
|                                                                                              |                                                                                 |                                                       |                                          
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                            |                                                                                 |                                                       |                                          
|                                                                                              | Cash paid for                                                                  |                                                       |                                          
|                                                                                              |                                                                                 | Interest, net of amounts capitalized                  |                                          
|SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES:                      |                                                                                 |                                                       |                                          
|Conversion of Class D Preferred Stock to old Class A Common Stock                             |                                                                                 |                                                       |                                         
|Conversion of Class D Preferred Stock to Class E Preferred Stock and old Class A Common Stock |                                                                                 |                                                       |                                         
|Stock dividend paid through the issuance of preferred stock                                   |                                                                                 | $                                                     | 63,432,867                               

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

6

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DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

The condensed consolidated balance sheets of Dobson Communications Corporation ("DCC") and subsidiaries (collectively with DCC, the "Company") as of September 30, 2001 and
December 31, 2000, the condensed consolidated statements of operations for the three and nine months ended September 30, 2001 and 2000, the condensed consolidated statement of
comprehensive loss and stockholders' equity (deficit) for the nine months ended September 30, 2001 and the condensed consolidated statements of cash flows for the nine months ended
September 30, 2001 and 2000, 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 consolidated balance sheet data at December 31, 2000 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, 2000 consolidated financial statements included in the
Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2000.

1.  ORGANIZATION

The Company, through its predecessors, was organized in 1936 as Dobson Telephone Company and adopted its current organizational structure in 2000. The Company
is a provider of rural and suburban wireless telephone services.

2.  ACQUISITIONS

On January 31, 2000, the Company completed the purchase of Alaska 3 RSA for approximately $12.0 million. Alaska 3 is located in the southeast
portion of Alaska and has a total population of approximately 72,200.

On
February 11, 2000, the Company completed the purchase of Michigan 3 RSA for approximately $97.0 million. Michigan 3 is located in northwest Michigan and has a total
population of approximately 174,900.

On
February 17, 2000, the Company completed the purchase of Alaska 1 RSA for approximately $16.0 million. Alaska 1 is located in east central Alaska, covering the
Fairbanks area, with a population of approximately 113,300.

On
February 25, 2000, the Company and AT&T Wireless, through an equally-owned joint venture, acquired American Cellular Corporation for approximately $2.5 billion,
including fees and expenses. American Cellular's systems cover a population of approximately 5.3 million. American Cellular serves markets in portions of Illinois, Kansas, Kentucky, Michigan,
Minnesota, New York, Ohio, Oklahoma, Pennsylvania, Tennessee, West Virginia and Wisconsin.

On
March 3, 2000, the Company completed the purchase of Michigan 10 RSA for approximately $34.0 million. Michigan 10 is located in the eastern portion of the
lower-peninsula of Michigan. The Michigan 10 market area, which is mostly surrounded by Saginaw Bay and Lake Huron, has an estimated total population of approximately 138,900.

On
May 1, 2000, the Company completed the purchase of Texas 9 RSA for approximately $125.0 million. Texas 9 is located between Dallas/Fort Worth and Abilene and adjoins
the Company's

7

---

Texas 10 property. It has a population base of approximately 193,400 and encompasses the towns of Brownwood, Stephenville, Hamilton and Hillsboro.

On
July 17, 2000 the Company completed the purchase of Missouri 2 RSA for approximately $7.0 million, consisting of Harrison, Grundy, Sullivan, Mercer and Putnam
Counties (or portions thereof) in Missouri. On October 2, 2000, the Company sold Putnam and Sullivan Counties in Missouri 2 RSA to USCOC of Missouri RSA #5, Inc. for approximately
$2.0 million.

On
September 21, 2000, the Company completed the purchase of Oklahoma 6 RSA for approximately $72.0 million. The total population base for the Oklahoma 6 RSA is
approximately 223,600. The Oklahoma 6 RSA covers seven counties in central and eastern Oklahoma, including the cities of Henryetta, McAlester, Muskogee, Okmulgee and Seminole.

On
November 1, 2000, the Company completed the purchase of Georgia 1 RSA for approximately $70.0 million. Georgia 1 covers eight counties in north and central Georgia,
and covers an estimated population base of approximately 257,000.

The
acquisition transactions were accounted for as purchases, and accordingly, their results of operations have been included in the accompanying condensed consolidated statements of
operations from the respective dates of acquisition. The unaudited pro forma information set forth below includes all acquisitions that occurred during 2000, as if the purchases occurred at the
beginning of the period 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:

Three Months Ended
September 30, 2000

Nine Months Ended
September 30, 2000($ in thousands, except per share data)Operating revenue

$
151,151

$
408,368Net loss


(29,088
)

(115,840
)Net loss applicable to common stockholders


(46,188
)

(224,911
)Basic net loss applicable to common stockholders per common share

$
(0.49
)
$
(2.56
)


8

---

3.  INVESTMENT IN UNCONSOLIDATED PARTNERSHIP

The Company owns a 50% interest in American Cellular Corporation. This investment is accounted for on the equity method. The following is a summary of the
significant financial information for American Cellular as of September 30, 2001:

September 30, 2001($ in thousands)Current assets

$
158,602Property, plant and equipment, net


217,809Intangible assets, net


2,350,797Other assets


63,797Current liabilities


155,183Long-term debt, net of current portion


1,784,209Other liabilities


273,224Shareholder's equity


578,389


Three Months Ended
September 30, 2001

Nine Months Ended
September 30, 2001($ in thousands)Operating revenue

$
124,953

$
336,631Operating loss


4,631


(10,239
)Net loss applicable to common stockholder


(31,150
)

(102,672
)


During
2001, the Company invested an additional $51.4 million in American Cellular. This investment consisted of a $35.0 million purchase of American
Cellular's Class A Preferred Stock, and a $16.4 million cash contribution, which was equally matched with asset contributions by AT&T Wireless.

4.  LONG-TERM DEBT

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

September 30, 2001

December 31, 2000Revolving credit facilities

$
1,165,199,254

$
1,188,449,254Dobson/Sygnet Senior Notes


200,000,000


200,000,000DCC 10.875% Senior Notes, net of discount


298,002,193


297,845,918DCC 11.75% Senior Notes


340,000


340,000Other notes payable


39,975


3,440,605Total debt


1,663,581,422


1,690,075,777LessCurrent maturities


42,005,762


32,443,391Total long term debt

$
1,621,575,660

$
1,657,632,386


Other Notes Payable

Other notes payable as of December 31, 2000, represents the amount financed with the United States Government for nine PCS licenses. On
January 3, 2001, the Company completed the sale of seven PCS licenses for approximately $1.1 million plus the reimbursement of $0.7 million for all interest and principal actually
paid by the Company from the date of the agreement through the closing

9

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date of the sale. The Company's outstanding debt balance for these licenses totaled $3.4 million at December 31, 2000 and was assumed by the buyers at the completion of this sale.

Interest Rate Hedges

The Company pays interest on its bank credit facilities based on a variable factor, such as LIBOR or prime rate. The Company will from time to time enter into
derivative contracts to reduce exposure against rising interest rates.

The
Company has entered into a $135 million derivative contract and a $190 million derivative contract on the Dobson Operating Co., L.L.C. ("DOC LLC") Credit Facility
whereby the interest rates are fixed at 6.9% and 6.5%, respectively, plus a factor based on DOC LLC's leverage. These agreements expire in April 2003. Additionally, the Company has entered into
a $300 million derivative contract on the DOC LLC Credit Facility whereby the interest rate has a cap of 8.5% plus a factor based on DOC LLC's leverage. The agreement expires in
March 2002. DOC LLC also had an interest rate cap agreement on $160 million of its DOC LLC Credit Facility that expired on June 14, 2001.

On
January 1, 2001, in accordance with SFAS 133, the Company recorded a liability and a net loss to comprehensive income totaling $3.0 million relating to its
interest rate hedges. In addition, the Company recognized a net loss to comprehensive income totaling $4.8 million relating to its interest rate hedges for its 50% owned unconsolidated
subsidiary, American Cellular. As of September 30, 2001, the Company's cumulative net loss to comprehensive income grew to $9.7 million as a result of the decline in interest rates.
Also, the cumulative net loss to comprehensive income recorded for the Company's interest in its unconsolidated subsidiary, American Cellular, grew to $8.8 million.

5.  RESTRICTED CASH AND INVESTMENTS

Restricted cash and investments consist of interest pledge deposits for the Dobson/Sygnet Senior Notes. The Dobson/Sygnet Senior Notes interest pledge deposit
includes the initial deposit of $67.7 million, net of interest earned and payments issued to bondholders. Amortization expense of $183,526 and $400,495 was recorded for the nine months ended
September 30, 2001 and 2000, respectively, for bond premiums recorded with the purchase of the restricted investments.

6.  DEPOSITS

On January 26, 2001, the FCC completed an auction of 10MHz and 15MHz licenses in the C and F Blocks in a number of markets. Through one of our
wholly-owned subsidiaries, the Company was a winning bidder on 14 of the auctioned licenses representing an estimated total population of 19.8 million. The FCC is currently considering that
subsidiary's post-auction application for grant of those licenses, as well as legal challenges to this application. If the Company's subsidiary is granted all 14 licenses, the total cost
will be $546.1 million. However, the United States Court of Appeals for the District of Columbia Circuit recently ruled that the FCC did not have the authority to auction certain of those
licenses, including 11 of the 14 licenses for which the Company's subsidiary was the successful bidder. These 11 licenses represent $536.5 million of the total amount that the Company's
subsidiary bid. If the decision of the Court of Appeals becomes final or is upheld on appeal, it is unlikely that the Company's subsidiary will be granted any of those 11 licenses.

Recently,
the FCC, the United States Government, NextWave and a number of parties (including the company's subsidiary) who were winning bidders in the auction completed on
January 26, 2001, initiated settlement discussions intended to settle the pending litigation and result in the distribution of

10

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the licenses as contemplated in the auction. The Company cannot predict whether such a settlement will be reached or that, if reached the intended results will be achieved.

Included
on the Company's balance sheet are deposits totaling $109.2 million and $50.0 million at September 30, 2001 and December 31, 2000, respectively,
related to these licenses.

7.  STOCKHOLDERS' EQUITY

On January 1, 2001, in accordance with SFAS 133 (as described in Note 4), the Company recorded a liability and a net loss to comprehensive
income representing the Company's total liability for its interest rate hedges.

On
February 8, 2001 the Company issued 200,000 shares of its Series AA Preferred Stock, par value $1.00 per share ("Series AA Preferred Stock") to AT&T Wireless for aggregate
cash proceeds of $200.0 million. Each share of Series AA Preferred Stock is entitled to cumulative annual dividends of 5.96% on the liquidation preference of $1,000 per share, subject to
certain adjustments. Dividends will accrue but will not be payable until the fifth anniversary of the issuance of the Series AA Preferred Stock. Each share of Series AA Preferred Stock is mandatorily
exchangeable for one share of the Company's Series A Convertible Preferred Stock, par value $1.00 per share. Each share of the Company's Series A Convertible Preferred Stock is
convertible into the Company's Class A Common Stock at a conversion rate of $25.35 per share.

The
Company recorded preferred stock dividends of $63.4 million for the nine months ended September 30, 2001 consisting of approximately $55.6 million of
dividends on its 12.25% and 13% Senior
Exchangeable Preferred Stock through the issuance of additional shares of such Preferred Stock and $7.8 million of dividends on its Series AA Preferred Stock.

As
of September 30, 2001, the Company's authorized and issued capital stock is as follows:

|Class               |  | Type            |  | No. of Shares
Authorized |  | No. of Shares
Issued |  | Par value
Per Share |      | Dividends |                   | Liquidation
Preference
Per Share |   | Redemption
Date |  | Other
Features,
Rights,
Preferences
and Powers
|------------------- |  | --------------- |  | ------------------------ |  | -------------------- |  | ------------------- | ---- | --------- | ----------------- | -------------------------------- | - | --------------- |  | ----------------------------------------------
|Class A             |  | Common Stock    |  | 175,000,000              |  | 33,159,844           |  | $                   | .001 |           | As declared       |                                  |   |                |  |                                              
|Class B             |  | Common Stock    |  | 70,000,000               |  | 61,388,639           |  | $                   | .001 |           | As declared       |                                  |   |                |  |                                              
|Class C             |  | Common Stock    |  | 4,226                    |  |                     |  | $                   | .001 |           | As declared       |                                  |   |                |  |                                              
|Class D             |  | Common Stock    |  | 33,000                   |  |                     |  | $                   | .001 |           | As declared       |                                  |   |                |  |                                              
|                    |  |                 |  |                          |  |                      |  |                     |      |           |                   |                                  |   |                 |  |                                               
|                    |  |                 |  | 245,037,226              |  | 94,548,483           |  |                     |      |           |                   |                                  |   |                 |  |                                               
|                    |  |                 |  |                          |  |                      |  |                     |      |           |                   |                                  |   |                 |  |                                               
|Series AA           |  | Preferred Stock |  | 200,000                  |  | 200,000              |  | $                   | 1.00 |           | 5.96% Cumulative  |                                  | $ | 1,000           |  | Feb. 8, 2011                                  
|Senior Exchangeable |  | Preferred Stock |  | 734,000                  |  | 356,272              |  | $                   | 1.00 |           | 12.25% Cumulative |                                  | $ | 1,000           |  | Jan. 15, 2008                                 
|Senior Exchangeable |  | Preferred Stock |  | 500,000                  |  | 227,418              |  | $                   | 1.00 |           | 13% Cumulative    |                                  | $ | 1,000           |  | May 1, 2009                                   
|Class E             |  | Preferred Stock |  | 40,000                   |  |                     |  | $                   | 1.00 |           | 15% Cumulative    |                                  | $ | 1,131.92        |  | Dec. 23, 2010                                 
|Other               |  | Preferred Stock |  | 4,526,000                |  |                     |  | $                   | 1.00 |           |                  |                                  |   |                |  |                                              
|                    |  |                 |  |                          |  |                      |  |                     |      |           |                   |                                  |   |                 |  |                                               
|                    |  |                 |  | 6,000,000                |  | 783,690              |  |                     |      |           |                   |                                  |   |                 |  |                                               
|                    |  |                 |  |                          |  |                      |  |                     |      |           |                   |                                  |   |                 |  |                                               

On September 14, 2001, the Company's Board of Directors authorized the expenditure of up to $80 million over the next twelve
months for the possible repurchase of shares of the Company's outstanding Class A common stock. As of September 30, 2001, the Company had purchased 772,900 shares all of which was held
as treasury stock.

8.  NET LOSS PER COMMON SHARE

Basic income per share is computed by dividing income available to shareholders (the numerator) by the weighted-average number shares (the denominator) for the
period. The computation of diluted

11

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loss per share is similar to basic loss per share, except that the denominator is increased to include the number of additional shares that would have been outstanding if the potentially dilutive
shares, such as options, had been issued. Diluted net loss per common share has been omitted because the impact of
stock options and convertible preferred stock on the Company's net loss per common share is anti-dilutive.

9.  COMMITMENTS

Effective December 6, 1995 (as amended through June 30, 2000), the Company entered into an equipment supply agreement in which the Company agreed
to purchase approximately $169.8 million of cell site and switching equipment between June 24, 1997 and June 30, 2003 to update the wireless systems for newly acquired and
existing MSAs and RSAs. Of this commitment, approximately $19.2 million remained at September 30, 2001.

The
Company entered into an additional equipment supply agreement with a second vendor on January 13, 1998 (as amended through April 13, 2000). The Company agreed to
purchase approximately $131.0 million of cell site and switching equipment between January 13, 1998 and January 13, 2002 to update the wireless systems for newly acquired and
existing MSAs and RSAs. Of this commitment, approximately $17.6 million remained at September 30, 2001.

10. RECLASSIFICATIONS

Certain items have been reclassified in the 2000 condensed consolidated financial statements to conform to the current presentation.

11. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, "Business Combinations" and
No. 142, "Goodwill and Other Intangible Assets." These standards prohibit the application of the pooling-of-interests method of accounting for business combinations
effective June 30, 2001 and require companies to stop amortizing existing goodwill and intangible assets with indefinite lives effective January 1, 2002. In addition, any goodwill or
indefinite
life intangible assets acquired between July 1, 2001 and December 31, 2001 would not be amortized. Under the new rules, companies would test for impairment of goodwill or indefinite life
intangibles at least annually and would only adjust the carrying amount of these intangible assets upon an impairment of the goodwill or indefinite life intangible assets. The Company has not yet
determined the effect these new accounting standards may have on its results of operations, financial position and cash flow. The Company will be required to implement these standards effective
January 1, 2002.

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

12

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In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This statement replaces SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." However, it maintains the fundamental provisions of SFAS No. 121 for recognition and measurement of the
impairment of long-lived assets to be held and used and for measurement of long-lived assets to be disposed of by sale. This statement applies to all long-lived assets, including discontinued
operations, and replaces the provisions of APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business," for the disposal of segments
of a business. This statement requires that those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell. The Company is currently assessing the impact of this
standard on its results of operations, financial position and cash flows. In addition, the Company is considering early adoption of this standard, thus, requiring the Company to restate all of its
2001 financial statements accordingly. However, if the Company decides not to early adopt this standard, the Company will be required to implement this standard effective January 1, 2002.

12. SUBSEQUENT EVENTS

On October 29, 2001, the Company entered into a definitive agreement for the sale of three wireless properties to Verizon Wireless for a total of
$263 million. These properties include California 7 RSA, Ohio 2 RSA and Georgia 1 RSA, which cover a total population of 659,000. Proceeds from the sale of these properties will primarily be
used to pay down bank debt under the DOC LLC Credit Facility. In addition, on October 30, 2001, two wholly-owned, indirect subsidiaries of the Company's 50% owned joint venture, entered into an
additional definitive agreement with Verizon Wireless to sell Tennessee 4 RSA for a total of $202 million, which covers a total population of 290,800. Proceeds from this sale will primarily be
used to pay down bank debt under the American Cellular Credit Facility. These transactions are expected to close during first quarter 2002.

13

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

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

Overview

We are one of the largest providers of rural and suburban wireless communications systems in the United States. As of September 30, 2001, our systems
covered a total population of 7.2 million and we had approximately 733,800 subscribers, giving us an aggregate market penetration of approximately 10.2%. We serve markets in portions of Alaska,
Arizona, California, Georgia, Kansas, Maryland, Michigan, Missouri, New York, Ohio, Oklahoma, Pennsylvania, Texas and West Virginia.

On
February 25, 2000, we and AT&T Wireless Services, Inc., through our equally-owned joint venture, acquired American Cellular for approximately $2.5 billion,
including fees and expenses. As of September 30, 2001, American Cellular's systems covered a total population of approximately 5.3 million and had approximately 635,200 subscribers,
giving American Cellular an aggregate market penetration of approximately 12.0%. American Cellular is managed by us and serves markets with demographic characteristics similar to ours in portions of
Illinois, Kansas, Kentucky, Michigan, Minnesota, New York, Ohio, Oklahoma, Pennsylvania, Tennessee, West Virginia and Wisconsin.

We
account for our interest in the American Cellular joint venture using the equity method of accounting. As a result, we have reflected our 50% share of the joint venture's equity in
a single line item entitled "Investment in joint venture" in our balance sheet and we have reflected our 50% share of the joint venture's net income or losses in a single line item entitled "Loss from
investment in joint venture" in our statement of operations. To the extent that the joint venture incurs losses in the future, our "Investment in joint venture" will be reduced.

Since
1996 we have completed 23 acquisitions of wireless licenses and systems and related assets for an aggregate purchase price of $2.5 billion, which includes our 50% share
of the purchase price of American Cellular, increasing the total population served by our systems and expanding the geographical scope of our operations. Our recent acquisitions affect the
comparability of our historical results of operations for the periods discussed.

The
Federal Communications Commission recently concluded an auction of 10MHz and 15 MHz licenses in the C and F blocks in a number of markets. Through one of our wholly-owned
subsidiaries we were the winning bidder for 14 of the auctioned licenses representing an estimated total population of 19.8 million. The FCC is currently considering our
post-auction application for a grant of those licenses, as well as legal challenges to this application. If our subsidiary is granted all 14 licenses, our total cost will be
$546.1 million. However, the United States Court of Appeals for the District of Columbia Circuit recently ruled that the FCC did not have the authority to auction certain of those licenses,
including 11 of the 14 licenses, which constitutes $536.5 million of total amount that we bid. If the decision of the Court of Appeals becomes final or is upheld on appeal, it is unlikely that
we will be granted any of those 11 licenses.

Recently,
the FCC, the United States Government, NextWave and a number of parties (including the company's subsidiary) who were winning bidders in the auction completed on
January 26, 2001, initiated settlement discussions intended to settle the pending litigation and result in the distribution of the licenses as contemplated in the auction. We cannot predict
whether such a settlement will be reached or that, if reached the intended results will be achieved.

14

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Revenue

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

We
primarily derive service revenue by providing wireless services to our subscribers. The industry has experienced declining average revenue per minute as competition among wireless
service providers has led to reductions in rates for airtime. These declines have been generally offset by significant increases in average minutes of use per subscriber. We believe that the industry
trend toward increasing minutes of use per subscriber will continue to offset declining revenues per minute of use due to the continued popularity of single rate calling plans and the enhanced service
capacity of recently developed digital networks.

We
derive roaming revenue by providing service to subscribers of other wireless providers when those subscribers "roam" into our markets and use our systems to carry their calls.
Roaming revenue accounted for 45.8%, 44.8%, 44.1% and 43.4% of our operating revenue for the three months ended September 30, 2001 and 2000, and for the nine months ended September 30,
2001 and 2000, respectively. Roaming revenue typically yields higher average per minute rates and higher margins than revenue from our subscribers. We achieve these higher margins because we incur
relatively lower incremental costs related to network operations, customer service and collections in servicing roaming customers as compared to our home subscribers. However, even though roaming
revenue yields higher margins than
revenue from our subscribers, the yields are declining due to increased market pressures and competition between wireless providers. Our roaming yield (roaming revenue, which includes airtime, toll
charges and surcharges, divided by roaming minutes of use) was $.35, $.42, $.36, and $.43 per minute for the three months ended September 30, 2001 and 2000, and for the nine months ended
September 30, 2001 and 2000, respectively. Roaming revenue tends to be impacted by seasonality. We typically have higher roaming revenue during the second and third quarters of each year, as
users tend to travel more and therefore use their wireless phones more during the spring and summer months. Despite the decline in our roaming yield, our overall roaming revenue increased due to
increases in roaming minutes of use.

We
include long-distance revenue in service revenue and roaming revenue. Equipment revenue is revenue from selling wireless equipment to our subscribers.

Costs and Expenses

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

Our
cost of service consists primarily of costs to operate and maintain our facilities utilized in providing service to customers and amounts paid to third-party wireless providers
for providing service to our subscribers when our subscribers roam into their markets.

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

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

15

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Our general and administrative costs include all infrastructure costs, including costs for customer support, billing, collections, and corporate administration.

Our
depreciation and amortization expense represents the costs associated with the depreciation of our fixed assets and the amortization of our intangible assets; primarily wireless
license acquisition costs and customer lists.

Results of Operations

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

Three Months Ended September 30, 2001 Compared to Three Months Ended September 30, 2000

Operating revenue.For the three months ended September 30, 2001, total operating
revenue increased $40.6 million, or 28.2%, to $184.3 million from $143.7 million for the comparable period in 2000. Total service, roaming and equipment and other revenue
represented 50.8%, 45.8% and 3.4%, respectively, of total operating revenue during the three months ended September 30, 2001 and 50.7%, 44.8% and 4.5%, respectively, of total operating revenue
during the three months ended September 30, 2000.

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

Three Months Ended
September 30,2001

2000($ in thousands)Operating Revenue:Service revenue

$
93,715

$
72,839Roaming revenue


84,351


64,474Equipment and other revenue


6,276


6,425Total

$
184,342

$
143,738


Service
revenue increased $20.9 million, or 28.7%, to $93.7 million in the three months ended September 30, 2001 from $72.8 million in the same period of
2000. In the third quarter of 2001, service revenue of $4.7 million was attributable to markets acquired since September 30, 2000. The remaining increase of $16.2 million was
primarily attributable to increased penetration and usage in the existing company markets. Our subscriber base increased 22.9% to approximately 733,800 at September 30, 2001 from approximately
596,900 at September 30, 2000. At September 30, 2001, the subscriber base for markets we acquired since September 30, 2000 totaled approximately 39,000. Our average monthly
service revenue per subscriber remained constant at $43 for the three months ended September 30, 2001 and 2000. Our average monthly service revenue per subscriber has been positively impacted
by the changes in the mix between digital and analog subscribers in our subscriber base. On September 30, 2001, 67.5% of our subscriber base was on digital rate plans compared to 30.1% at
September 30, 2000. Our digital rate plans typically produce higher service revenue per subscriber and allow subscribers to use more minutes in a larger home area than our analog rate plans.

Roaming
revenue increased $19.9 million, or 30.8%, to $84.4 million in the three months ended September 30, 2001 from $64.5 million for the comparable
period of 2000. In the third quarter of 2001, roaming revenue of $7.0 million was attributable to markets acquired since September 30, 2000. The remaining $12.9 million was
attributable to a 54.8% increase in roaming minutes in our existing markets due to expanded coverage areas and increased usage in these markets, offset by a 18.6% decline in our roaming revenue per
minute-of-use.

16

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Equipment and other revenue of $6.3 million in the three months ended September 30, 2001 represented a decrease of $0.1 million, or 2.3%, from $6.4 million
in the same period of 2000, as we gave more equipment discounts during the three months ended September 30, 2001.

Cost of service.For the three months ended September 30, 2001, the cost of service
increased $13.9 million, or 38.6%, to $49.8 million from $35.9 million for the comparable period in 2000. In the third quarter of 2001, cost of service of $3.4 million was
attributed to markets acquired since September 30, 2000. As described with our service revenue above, on average, our digital subscribers use more minutes than our analog subscribers. This
increased usage also increases the minutes used by our subscribers outside of our markets, thus increasing the expenses we are charged by third-party wireless providers. Our cost of service increased
approximately $4.1 million due to increased charges by third party wireless providers. The remaining increase of $6.4 million was primarily the result of increased networking costs
associated with our increased build-out of cell sites and continual upgrades to our digital network.

Cost of equipment.For the three months ended September 30, 2001, cost of equipment
increased $3.2 million, or 28.5%, to $14.5 million from $11.3 million in the same period of 2000, primarily from increases in the volume of equipment sold due to the growth in
subscriber additions and the migration of subscribers from analog to digital service.

Marketing and selling costs.Marketing and selling costs increased $3.6 million, or
21.1%, to $20.7 million for the three month period ended September 30, 2001 from $17.1 million in the comparable period of 2000. This was a result of an increase in gross
subscriber additions. The number of gross subscribers added in the third quarter of 2001 increased approximately 27.1% to 71,200, compared to approximately 56,000 added in the third quarter of 2000.

General and administrative costs.General and administrative costs increased
$3.2 million, or 17.8%, to $21.1 million for the three month period ended September 30, 2001 from $17.9 million for the same period in 2000. In the third quarter of 2001,
general and administrative costs of $1.4 million were attributable to markets acquired since September 30, 2000. The remaining increase of $1.8 million is the result of increased
infrastructure costs including customer service, billing, collections and administrative costs as a result of our overall growth. Our average monthly general and administrative costs per subscriber
remained constant at $10 for the three months ended September 30, 2001 and 2000.

Depreciation and amortization expense.For the three months ended September 30, 2001,
depreciation and amortization expense increased $8.1 million, or 18.0%, to $52.9 million from $44.8 million in the same period of 2000. The increase is a result of additional
depreciation on fixed assets and amortization on intangible assets acquired in 2000 and 2001.

Interest expense.For the three months ended September 30, 2001, interest expense
decreased $1.6 million, or 3.9%, to $39.6 million from $41.2 million in the same period of 2000. The decrease was a result of significant decreases in interest rates, offset by an
increase in our outstanding debt.

Other income, net.For the three months ended September 30, 2001, our other income
increased $1.4 million, or 53.8%, to $3.9 million from $2.5 million for the comparable 2000 period. This increase is primarily from the dividend income earned on American
Cellular's Class A Preferred Stock.

Minority interests in income of subsidiaries.For the three months ended September 30,
2001, our minority interests in income of subsidiaries increased $0.7 million, or 46.6%, to $2.1 million from $1.4 million in the same period of 2000. This was a result of the
increased income earned from consolidated subsidiaries in which we own less than a 100% interest.

17

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Loss from investment in joint venture.For the three months ended September 30, 2001, we
incurred a loss, net of income tax benefits, from our American Cellular joint venture totaling $15.6 million, an increase of $3.1 million, or 24.8%, compared to $12.5 million for
the same period in 2000. This loss represents our 50% equity in the net loss of American Cellular.

Net loss.For the three months ended September 30, 2001, our net loss was
$22.9 million. Our net loss decreased $4.1 million, or 15.0%, from $27.0 million for the three months ended September 30, 2000. The decrease in our net loss is primarily
attributable to our increase in operating income and decrease in interest expense, offset by an increase in operating expense.

Comprehensive loss.We implemented SFAS 133 in January 2001. As a result, we
recorded a net loss to comprehensive income totaling $18.5 million as of September 30, 2001.

Dividends on preferred stock.For the three months ended September 30, 2001, our
dividends on preferred stock increased $5.3 million, or 31.2%, to $22.4 million from $17.1 million for the comparable 2000 period. This increase was primarily the result of the
issuance of 200,000 shares of our Series AA Preferred Stock on February 8, 2001.

Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30, 2000

Operating revenue.For the nine months ended September 30, 2001, total operating revenue
increased $127.7 million, or 33.8%, to $505.5 million from $377.8 million for the comparable period in 2000. Total service, roaming and equipment and other revenue represented
52.1%, 44.1% and 3.8%, respectively, of total operating revenue during the nine months ended September 30, 2001 and 51.9%, 43.4% and 4.7%, respectively, of total operating revenue during the
nine months ended September 30, 2000.

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

Nine Months Ended
September 30,2001

2000($ in thousands)Operating Revenue:Service revenue

$
263,237

$
196,012Roaming revenue


222,788


163,798Equipment and other revenue


19,512


17,950Total

$
505,537

$
377,760


Service
revenue increased $67.2 million, or 34.3%, to $263.2 million in the nine months ended September 30, 2001 from $196.0 million in the same period of
2000. In the nine months ended September 30, 2001, service revenue of $19.2 million was attributable to markets acquired since September 30, 2000. The remaining increase of
$48.0 million was primarily attributable to increased penetration and usage in the existing company markets. Our subscriber base increased 22.9% to approximately 733,800 at September 30,
2001 from approximately 596,900 at September 30, 2000. At September 30, 2001, the subscriber base for markets we acquired since September 30, 2000 totaled approximately 39,000.
Our average monthly service revenue per subscriber increased 2.6% to $42 for the nine months ended September 30, 2001 from $41 for the comparable period in 2000. Our average monthly service
revenue per subscriber has been positively impacted by changes in the mix between
digital and analog subscribers in our subscriber base. On September 30, 2001, 67.5% of our subscriber base was on digital rate plans compared to 30.1% at September 30, 2000. Our digital
rate plans typically produce higher service revenue per subscriber and allow subscribers to use more minutes in a larger home area than our analog rate plans.

18

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Roaming revenue increased $59.0 million, or 36.0%, to $222.8 million in the nine months ended September 30, 2001 from $163.8 million for the comparable
period of 2000. In the nine months ended September 30, 2001, roaming revenue of $24.3 million was attributable to markets acquired since September 30, 2000. The remaining increase
of $34.7 million was attributable to a 51.3% increase in roaming minutes in our existing markets due to expanded coverage areas and increased usage in these markets, offset by a 16.3% decline
in our roaming revenue per minute-of-use.

Equipment
and other revenue of $19.5 million in the nine months ended September 30, 2001 represented an increase of $1.5 million, or 8.7%, from
$18.0 million in the same period of 2000, as we sold more equipment during the nine months ended September 30, 2001 as a result of growth in subscriber additions.

Cost of service.For the nine months ended September 30, 2001, the cost of service
increased $49.2 million, or 55.9%, to $137.4 million from $88.2 million for the comparable period in 2000. In the nine months ended September 30, 2001, cost of service of
$13.0 million was attributed to markets acquired since September 30, 2000. As described with our service revenue above, on average, our digital subscribers use more minutes than our
analog subscribers. This increased usage also increases the minutes used by our subscribers outside of our markets, thus increasing the expenses we are charged by third-party wireless providers. Our
cost of service increased approximately $18.6 million due to increased charges by third party wireless providers. The remaining increase of $17.6 million was primarily the result of
increased networking costs associated with our increased build-out of cell sites and continual upgrades to our digital network.

Cost of equipment.For the nine months ended September 30, 2001, cost of equipment
increased $9.8 million, or 28.7%, to $43.6 million from $33.8 million in the same period of 2000, primarily from an increase in the volume of equipment sold due to the growth in
subscriber additions and the migration of subscribers from analog to digital service.

Marketing and selling costs.Marketing and selling costs increased $11.7 million, or
22.9%, to $62.4 million for the nine month period ended September 30, 2001 from $50.7 million in the comparable period of 2000. This was a result of an increase in gross
subscriber additions. The number of gross subscribers added in the nine months ended September 30, 2001 increased approximately 27.9% to 211,600 compared to approximately 165,500 added in the
nine months ended September 30, 2000.

General and administrative costs.General and administrative costs increased
$12.7 million, or 24.4%, to $64.5 million for the nine month period ended September 30, 2001 from $51.8 million for the same period in 2000. In the nine months ended
September 30, 2001, general and administrative costs of $5.5 million were attributable to markets acquired since September 30, 2000. The remaining increase of $7.2 million
is the result of increased infrastructure costs including customer service, billing, collections and administrative costs as a result of our overall growth. Our average monthly general and
administrative costs per subscriber decreased 5% to $10 for the nine months ended September 30, 2001 compared to $11 for the nine months ended September 30, 2000.

Depreciation and amortization expense.For the nine months ended September 30, 2001,
depreciation and amortization expense increased $32.2 million, or 26.2%, to $155.1 million from $122.9 million in the same period of 2000. The increase is a result of additional
depreciation on fixed assets and amortization on intangible assets acquired in 2000 and 2001.

Interest expense.For the nine months ended September 30, 2001, interest expense
increased $17.5 million, or 16.4%, to $124.9 million from $107.4 million in the same period of 2000. The increase was primarily a result of increased borrowings.

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Other income, net.For the nine months ended September 30, 2001, our other income
increased $3.1 million, or 41.2%, to $10.6 million from $7.5 million for the comparable 2000 period. The increase was primarily the result of an increase in interest income.

Minority interests in income of subsidiaries.For the nine months ended September 30,
2001, our minority interests in income of subsidiaries increased $1.8 million, or 49.2%, to $5.5 million from $3.7 million in the same period of 2000. This was a result of the
increased income earned from consolidated subsidiaries in which we own less than a 100% interest.

Loss from investment in joint venture.For the nine months ended September 30, 2001, we
incurred a loss, net of income tax benefits, from our American Cellular joint venture totaling $51.3 million, an increase of $20.9 million, or 68.7%, compared to $30.4 million for
the period from acquisition (February 25, 2000) through September 30, 2000. This loss represents our fifty percent ownership in American Cellular and has increased primarily as a result
of having a full nine months included in 2001.

Extraordinary item.For the nine months ended September 30, 2000, we incurred an
extraordinary loss of $20.4 million, net of income tax benefits. This loss was a result of a tender premium paid on the early
redemption of our 11.75% Senior Notes and the writing off of previously capitalized financing costs associated with the 11.75% Senior Notes and our previous credit facilities which were refinanced in
January 2000.

Net loss.For the nine months ended September 30, 2001, our net loss was
$98.9 million. Our net loss increased $2.7 million, or 2.8%, from $96.2 million in the nine months ended September 30, 2000. The increase in our net loss is primarily
attributable to our increased loss from investment in our joint venture and interest expense, offset by the extraordinary item incurred during January of 2000 and an increase in operating income.

Comprehensive loss.We implemented SFAS 133 in January 2001. As a result, we
recorded a net loss to comprehensive income totaling $18.5 million as of September 30, 2001, thus making our total comprehensive loss $117.4 million for the nine months ended
September 30, 2001.

Dividends on preferred stock.For the nine months ended September 30, 2001, our
dividends on preferred stock decreased $45.7 million, or 41.8%, to $63.4 million from $109.1 million for the comparable 2000 period. This decrease was primarily the result of a
$60.4 million dividend recognized upon the conversion of our Class D Preferred Stock into Class E Preferred Stock and old Class A Common Stock, which occurred in the first
quarter of 2000, offset by our issuance of 200,000 shares of our Series AA Preferred Stock on February 8, 2001.

Liquidity and Capital Resources

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

Net Cash Flow

At September 30, 2001, we had working capital of $142.6 million (a ratio of current assets to current liabilities of 1.7:1) and an unrestricted
cash balance of $177.2 million, which compares to working capital of $108.5 million, (a ratio of current assets to current liabilities of 1.6:1) and an unrestricted cash balance of
$149.0 million at December 31, 2000.

Our
net cash provided by operating activities totaled $54.0 million for the nine month period ended September 30, 2001, while the net cash provided by operating
activities totaled $73.7 million for the same period of 2000. The decrease of $19.7 million was primarily due to the increase in our net

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loss and changes in current assets and liabilities offset by our increase in depreciation and amortization and loss from investment in joint venture.

Net
cash used in investing activities totaled $201.4 million and $859.0 million for the nine months ended September 30, 2001 and 2000, respectively. The decrease
of $657.6 million was primarily due to acquisitions during the nine months ended September 30, 2000, including our investment in joint venture, offset by an increase in deposits during
the nine months ended September 30, 2001.

Net
cash provided by financing activities was $175.7 million for the nine month period ended September 30, 2001 compared to $929.9 million for the same period of
2000. Financing activity sources for the nine months ended September 30, 2001 consisted primarily of net proceeds from the issuance of preferred stock, maturities of restricted investments and
our bank facilities offset by repayments to our bank facilities and purchase of treasury stock at cost.

The
minority partners in our partnerships that own certain of our wireless operations receive distributions equal to their share of the profit multiplied by estimated income tax
rates. Under our bank credit agreements, our minority partners are not entitled to receive any cash distributions in excess of amounts required to meet income tax obligations until all indebtedness of
their respective partnerships to us is paid or extinguished.

Capital Resources

We, our operating subsidiaries and American Cellular, have incurred the following indebtedness and have the following capital resources available.

Dobson Operating Co., L.L.C.

Our wholly-owned subsidiary, Dobson Operating Co., L.L.C. ("DOC LLC"), is a party to a secured credit facility for an aggregate of $910.5 million,
consisting of a $300.0 million revolving credit facility and $610.5 million of term loan facilities. These loans begin to mature in 2007. Advances bear interest, at our option, on a
prime rate or LIBOR formula. The weighted average interest rate was 8.9% for the year ended December 31, 2000 and 7.4% for the nine months ended September 30, 2001. We have guaranteed
this credit facility. As of September 30, 2001, we had $865.5 million outstanding under this credit facility and we had $45.0 million of availability.

Dobson/Sygnet

Our wholly-owned subsidiary, Dobson/Sygnet Communications Company, has outstanding $200.0 million aggregate principal amount of Senior Notes that mature
in 2008. The Dobson/Sygnet notes bear interest at an annual rate of 12.25%, payable semi-annually on each June 15 and December 15, which began June 15, 1999.

Sygnet Wireless

Our wholly-owned subsidiary, Sygnet Wireless Inc., is a party to a secured credit agreement for an aggregate of $339.6 million, consisting of a
$40.4 million reducing revolving credit facility and $299.2 million of term loan facilities. Interest on the revolving credit facility and the term loan facilities is based on a prime
rate or a LIBOR formula, and has ranged between 5.4% and 10.5% since inception. As of September 30, 2001, we had $299.7 million outstanding under the Sygnet Wireless credit facility and
we had $16.1 million of availability.

American Cellular

The American Cellular joint venture is a party to a bank credit facility of $1.33 billion with Bank of America N.A., as Administrative Agent, and a
group of participating lenders. As of September 30, 2001, there was approximately $78.1 million of credit availability.

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On March 14, 2001, American Cellular completed the sale of $450.0 million Senior Subordinated Notes due 2009. These notes were sold at a discount of $3.3 million
and carry an interest rate of 9.5%. The discount will be amortized over the life of the notes. On June 4, 2001, American Cellular completed the sale of $250.0 million Senior Subordinated
Notes due 2009. These notes were sold at a discount of $3.6 million and carry an interest rate of 9.5%. The discount will be amortized over the life of the notes.

Dobson Communications

On January 14, 2000, we repurchased $159.7 million principal amount of our outstanding $160.0 million aggregate principal amount of Senior
Notes which mature in April 2007 and accrued interest at an annual rate of 11.75%, payable semi-annually each April 15 and October 15. We repurchased our outstanding
Senior Notes with funds available under our DOC LLC credit facility described above.

On
June 15, 2000, we completed the private placement for the $300.0 million principal amount of 10.875% Senior Notes due 2010. The offering resulted in net proceeds
totaling $290.2 million. We used $207.0 million of the proceeds to repay indebtedness under the revolving credit facility of DOC LLC and have used the remaining balance for working
capital and other general corporate purposes.

On
February 8, 2001, we issued 200,000 shares of our Series AA Preferred Stock to AT&T Wireless for aggregate cash proceeds of $200.0 million. Each share of Series AA
Preferred Stock is entitled to cumulative annual dividends of 5.96% on the liquidation preference of $1,000 per share, subject to certain adjustments. Dividends accrue but are not payable until after
February 2006. Subject to satisfaction of certain regulatory issues, AT&T Wireless will be able to require us to exchange each share of Series AA Preferred Stock for one share of our
Series A Convertible Preferred Stock, par value $1.00 per share. Each share of our Series A Convertible Preferred Stock will be convertible into our Class A Common Stock at a
conversion price of $25.35 per share. As of September 30, 2001, we had 200,000 shares of Series AA Preferred Stock issued and outstanding.

As
of September 30, 2001, we had issued and outstanding 356,272 shares of 12.25% Senior Preferred Stock and 227,418 shares of 13% Senior Preferred Stock with aggregate
liquidation values of $365,599 million and $232,359 million, respectively, including accrued stock dividends.

At
September 30, 2001, we were in compliance with all required financial ratios and expect to be in compliance throughout 2001.

Capital Commitments

Our capital expenditures were $96.7 million for the nine months ended September 30, 2001. We have budgeted approximately $115.0 to
$120.0 million for capital expenditures in 2001. In addition, on September 14, 2001, our Board of Directors authorized the expenditure of up to $80 million over the next twelve
months for the possible repurchase of shares of our outstanding Class A common stock. As of September 30, 2001, we had purchased an aggregate of 772,900 shares for a total cost of
$7.8 million. American Cellular, our 50% owned joint venture with AT&T Wireless, had capital expenditures of $66.3 million for the nine months ended September 30, 2001. American
Cellular has budgeted approximately $90.0 to $95.0 million for capital expenditures in 2001. We have not budgeted any amounts to be expended in 2001 with respect to systems or licenses, which
may be acquired in
acquisitions or auctions. We may also require additional financing for future acquisitions, to refinance our debt at its final maturities and to meet our mandatory redemption provisions on our senior
preferred stock. The amount and timing of capital expenditures may vary depending on the rate at which we expand and develop our wireless systems and whether we consummate additional acquisitions.

We
have agreed to purchase approximately $169.8 million of cell site and switching equipment from Nortel Networks Corp. prior to November 2001. Of this commitment,
approximately $19.2 million remained outstanding at September 30, 2001. Under another equipment supply agreement, we agreed

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to purchase approximately $131.0 million of cell site and switching equipment from Lucent Technologies Inc. by January 13, 2002. Of this commitment, $17.6 million remained
outstanding at September 30, 2001. Purchases made under these commitments will be financed using funds available under our credit facilities. We expect to substantially fulfill our purchase
commitments under both of these agreements prior to their completion dates.

On
January 26, 2001, the FCC completed an auction of PCS licenses. Most of the spectrum being auctioned had been reclaimed by the FCC from NextWave, which is currently engaged
in bankruptcy reorganization proceedings under Chapter 11 of the United States Bankruptcy Code, and from other licensees that had not paid amounts due to the FCC for their licenses. Through one of our
subsidiaries, we were the winning bidder for 14 PCS licenses, covering an estimated aggregate population of 19.8 million in seven states, for which we bid a total of $546.1 million. As
part of the bidding procedures, we made a down payment in cash totaling $109.2 million to the FCC for these licenses. Certain licenses would be used to build out a wireless PCS network with
AT&T Wireless.

Eleven
of the 14 licenses that we won in the FCC auction, which constitute $536.5 million of the total amount we bid, involve spectrum that was previously licensed to NextWave.
After NextWave defaulted on its purchase price to the FCC for these licenses, the FCC canceled the licenses. NextWave challenged the FCC's authority to revoke or cancel its licenses while it was
operating as a debtor-in-possession under the protection of the Bankruptcy Code. On June 22, 2001, the United States Court of Appeals for the District of Columbia
Circuit ruled that the FCC violated the Bankruptcy Code when it canceled NextWave's licenses. The appellate court reversed and remanded the FCC's automatic cancellation for further proceeding, but its
decision is not yet final. Nevertheless, the FCC's right to re-auction the NextWave licenses, and thus our ability to acquire the licenses for which we were the winning bidder in the FCC
auction, has been placed in doubt.

Recently,
the FCC, the United States Government, NextWave and a number of parties (including the company's subsidiary) who were winning bidders in the auction completed on
January 26, 2001, initiated settlement discussions intended to settle the pending litigation and result in the distribution of the licenses as contemplated in the auction. We cannot predict
whether such a settlement will be reached or that, if reached the intended results will be achieved.

If
the decision of the court of appeals becomes final or is upheld on appeal or a settlement is not reached, it is unlikely that we will be granted the eleven licenses for spectrum
previously licensed to NextWave. In that event, we would receive a refund of that portion of our deposit attributable to the eleven licenses, without interest. In addition, if we do not acquire those
licenses, we do not anticipate being able to execute our current plan to build a jointly-owned PCS network with AT&T Wireless. Consequently, we will be forced to reevaluate the PCS component of our
previously announced strategy. However, if a settlement is reached and we are granted the licenses, we would be uncertain as to how we would finance the purchase, since financing is not in place at
this time. Sources of additional financing for these licenses may include commercial bank borrowings and the sale of equity or debt securities. We cannot assure you that any such financing will be
available on acceptable terms or at all. In addition, we cannot predict the effect on our competitive position due to any change to our business plan.

Although
we cannot provide any assurance, assuming successful implementation of our strategy, including the further development of our wireless systems and significant and sustained
growth in our cash flows, we believe that borrowings under our DOC LLC credit facility, proceeds from the sale of $200.0 million of AA Preferred Stock on February 8, 2001 to AT&T
Wireless and cash flows from operations should be sufficient to satisfy our currently expected capital expenditures, working capital and debt service obligations over the next year, exclusive of any
payments that might be made related to the purchase and build out of the 14 licenses discussed above. The actual amount and timing of our future capital requirements may differ materially from our
estimates as a result of, among other things, the demand for our services and regulatory, technological and competitive developments. We currently

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expect that we may have to refinance our indebtedness at their respective maturities commencing in 2006. We will also need to refinance our mandatory redemption obligations under our Senior Preferred
Stock. Sources of additional financing may include commercial bank borrowings, vendor financing and the sale of equity or debt securities. We cannot assure you that any such financing will be
available on acceptable terms or at all.

Effect of New Accounting Standards

In July 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, "Business Combinations" and
No. 142, "Goodwill and Other Intangible Assets." These standards prohibit the application of the pooling-of-interests method of accounting for business combinations
effective June 30, 2001 and require companies to stop amortizing existing goodwill and intangible assets with indefinite lives effective January 1, 2002. In addition, any goodwill or
indefinite life intangible assets acquired between July 1, 2001 and December 31, 2001 would not be amortized. Under the new rules, companies would test for impairment of goodwill or
indefinite life intangibles at least annually and would only adjust the carrying amount of these intangible assets upon an impairment of the goodwill or indefinite life intangible assets. We have not
yet determined the effect these new
accounting standards may have on our results of operations, financial position and cash flow. We will be required to implement these standards effective January 1, 2002.

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

In
October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This statement replaces SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." However, it maintains the fundamental provisions of SFAS No. 121 for recognition and measurement of the
impairment of long-lived assets to be held and used and for measurement of long-lived assets to be disposed of by sale. This statement applies to all long-lived assets, including discontinued
operations, and replaces the provisions of APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business," for the disposal of segments
of a business. This statement requires that those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell. We are currently assessing the impact of this standard
on our results of operations, financial position and cash flows. In addition, we are considering early adoption of this standard, thus, requiring us to restate all of our 2001 financial statements
accordingly. However, if we decide not to early adopt this standard, we will be required to implement this standard effective January 1, 2002.

Forward-Looking Statements

The description of our plans set forth herein, including planned capital expenditures and acquisitions, are forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These plans involve a number of risks and uncertainties. Important factors that could cause actual capital expenditures,
acquisition activity or our performance to differ materially from the plans include, without limitation, our ability to satisfy the financial covenants of our outstanding debt and preferred stock
instruments and to raise additional capital; our ability to manage our rapid growth successfully and to compete effectively in our wireless business

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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 ours; and adverse regulatory changes. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update or revise these forward-looking statements to reflect events or
circumstances after the date hereof including, without limitation, changes in our business strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our primary market risk relates to changes in interest rates. Market risk is the potential loss arising from adverse changes in market prices and rates,
including interest rates. We do not enter into derivatives or other financial instruments for trading or speculative purposes. The objective of our financial risk management is to minimize the
negative impact of interest rate fluctuations on our earnings and equity. The counterparty is a major financial institution. As of September 30, 2001 we had interest rate hedges under various
derivative contracts totaling $625.0 million on our $865.5 million DOC LLC credit facility. The terms of these agreements begin expiring March 2002 through April 2003.
Increases in interest expense related to the interest rate hedge for the nine months ended September 30, 2001 and 2000 were reflected in income and were immaterial.

The
fair market value of long-term fixed interest rate debt is subject to interest rate risk. Generally, the fair market value of fixed interest rate debt will increase as
interest rates fall and decrease as interest rates rise. Based on our market risk sensitive instruments outstanding at September 30, 2001, we have determined that there was no material market
risk exposure to our consolidated financial position, results of operations or cash flows as of such date.

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PART II. Other Information

Item 1. Legal Proceedings

Not applicable

Item 2. Changes in Securities and Use of Proceeds

Not applicable

Item 3. Defaults Upon Senior Securities

Not applicable

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

Not applicable

Item 5. Other Information

On October 29, 2001, the Registrant entered into an agreement to sell its FCC license and related assets constituting its cellular systems in rural
service area #371 ("Georgia 1 RSA"), rural service
area #586 ("Ohio 2 RSA") and rural service area #342 ("California 7 RSA") for an aggregate sales price of $263 million, subject to closing adjustments.

On
October 30, 2001, two subsidiaries of the Registrant's indirect, fifty percent-owned subsidiary entered into an agreement to sell its FCC license and related assets
constituting its cellular system in rural service area #646 in Tennessee ("Tennessee 4 RSA") for an aggregate sales price of $202 million, subject to closing adjustments.

Each
transaction is subject to FCC approvals of the transfers of the licenses and to other customary closing conditions.

The
purchaser in each transaction is Cellco Partnership, doing business as Verizon Wireless. The purchase prices were determined in arm's-length negotiations between the Registrant
and the purchaser.

Item 6. Exhibits and Reports on Form 8-K



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

|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                               |  | Method of Filing
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------
|2.1            |  | Agreement and Plan of Merger dated October 5, 1999 among ACC Acquisition LLC, ACC Acquisition Co. and American Cellular Corporation.                                                                                                                                                                                                      |  | (7)[2.11]       
|2.2            |  | Agreement and Plan of Recapitalization among Dobson Communications Corporation, Dobson Operating Company, Dobson CC Limited Partnership, Russell L. Dobson, J.W. Childs Equity Partners II, L.P., AT&T Wireless, Inc. and
the other stockholders of Dobson Communications Corporation's Class A Common Stock and Class D Preferred Stock. |  | (7)[2.15]       
|3.1            |  | Registrant's Amended and Restated Certificate of Incorporation.                                                                                                                                                                                                                                                                           |  | (7)[3.1]        
|3.2            |  | Registrant's Amended and Restated By-laws.                                                                                                                                                                                                                                                                                                |  | (12)[3(ii)]     

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|4.1    |   | Amended, Restated, and Consolidated Revolving Credit and term Loan Agreement dated as of January 18, 2000 among Dobson Operating Co., L.L.C., Banc of America Securities, LLC, Bank of America, N.A., Lehman Commercial Paper
Inc. and TD Securities (USA) Inc., and First Union National Bank and PNC Bank, National Association, and the Lenders.                               |  | (7)[4.6]   
|------ | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|4.1.1  |   | Amendment, Waiver and Consent to the Dobson Operating Co., L.L.C., credit agreement dated as of June 19, 2000 among Dobson Operating Co., L.L.C., as Borrower, Bank of America, N.A., as Administrative agent, Required
Lenders and Guarantors                                                                                                                                    |  | (8)[10.2]  
|4.1.2  |   | Amendment and Consent dated November 24, 2000 to Amended, Restated and Consolidated Revolving Credit and Term Loan Agreement of Dobson Operating Co., L.L.C.                                                                                                                                                                                                                      |  | (13)[4.3.2]
|4.2    |   | Indenture dated December 23, 1998 between Dobson/Sygnet Communications Company, as Issuer, and United States Trust Company of New York, as Trustee.                                                                                                                                                                                                                               |  | (2)[4.1]   
|4.3    |   | Collateral Pledge and Security Agreement dated December 23, 1998 between Dobson/Sygnet Communications Company, as Pledgor, and NationsBanc Montgomery Securities LLC, Lehman Brothers Inc., First Union capital Markets, a
division of Wheat First Securities, Inc. and TD Securities (USA) Inc., as Initial Purchasers, and United States Trust Company of New York, as Trustee. |  | (3)[4.18]  
|4.4    |   | Form of Common Stock Certificate.                                                                                                                                                                                                                                                                                                                                                 |  | (7)[4.16]  
|4.5    |   | Indenture dated June 22, 2000 by the Registrant and United States Trust Company of New York, as Trustee                                                                                                                                                                                                                                                                           |  | (8)[4]     
|4.6    |   | Senior Debt Indenture dated as of July 18, 2001, between the Registrant and The Bank of New York, as Trustee                                                                                                                                                                                                                                                                      |  | (14)[4.2]  
|4.7.1  |   | Subordinated Debt Indenture dated as of July 18, 2001 between the Registrant and The Bank of New York, as Trustee                                                                                                                                                                                                                                                                 |  | (14)[4.3]  
|4.7.2  |   | Certificate of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                                   |  | (14)[4.4]  
|4.8    |   | Declaration of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                                   |  | (14)[4.5]  
|4.9    |   | Indenture dated as February 28, 1997 between the Registrant and United States Trust Company of New York, as Trustee                                                                                                                                                                                                                                                               |  | (4)[4.6]   
|4.10   |   | Credit Agreement among the Agents and Lenders named therein and Dobson/Sygnet Operating Company dated December 22, 1998                                                                                                                                                                                                                                                           |  | (3)[4.4]   
|4.11   |   | Form of Certificate of Designation of the Powers, Preferences and Relative, Optional and Other Special Rights of the Registrant's Series AA Preferred Stock                                                                                                                                                                                                                       |  | (15)[4.1]  
|4.12   |   | Form of Certificate of Designation of the Powers, Preferences and Relative, Optional and Other Special Rights of the Registrant's Series A Convertible Preferred Stock                                                                                                                                                                                                            |  | (15)[4.2]  
|10.1.1 | * | Registrant's 1996 Stock Option Plan, as amended.                                                                                                                                                                                                                                                                                                                                  |  | (3)[10.1.1]
|10.1.2 | * | Form of 2000-1 Amendment to the DCC 1996 Stock Option Plan.                                                                                                                                                                                                                                                                                                                       |  | (7)[10.1.3]
|10.1.3 | * | Form of Dobson Communications Corporation 2000 Stock Incentive Plan.                                                                                                                                                                                                                                                                                                              |  | (7)[10.1.4]
|10.2   |   | Promissory Note dated February 10, 1997 of G. Edward Evans in the amount of $300,000 in favor of Western Financial Services Corp.                                                                                                                                                                                                                                                 |  | (4)[10.2.1]

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|10.3   |   | Asset Purchase Agreement dated July 6, 1999 by and among American Tower Corporation, American Tower, LLP, Dobson Tower Company and the Registrant as Sole Shareholder of Dobson Tower, as amended. |  | (7)[10.2.6.1]
|------ | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|10.4.1 | * | Letter dated June 3, 1996 from Registrant to Bruce R. Knooihuizen describing employment arrangement.                                                                                               |  | (4)[10.3.2]  
|10.4.2 | * | Letter dated October 15, 1996 from Fleet Equity Partners to Justin L. Jaschke regarding director compensation.                                                                                     |  | (4)[10.3.3]  
|10.4.3 | * | Letter dated December 26, 1996 from Registrant to G. Edward Evans describing employment arrangement                                                                                                |  | (4)[10.3.1]  
|10.4.4 | * | Letter dated October 28, 1997 from Registrant to R. Thomas Morgan describing employment arrangement                                                                                                |  | (1)[10.3.5]  
|10.4.5 | * | Letter dated August 25, 1998 from Registrant to Richard D. Sewell, Jr. describing employment arrangement                                                                                           |  | (3)[10.3.6]  
|10.4.6 | * | Consulting agreement dated December 21, 1998 between Registrant and Albert H. Pharis, Jr.                                                                                                          |  | (3)[10.3.7]  
|10.4.7 | * | Consulting Agreement dated August 15, 1998 between the registrant and Russell L. Dobson and Addendum thereto dated October 1, 1998.                                                                |  | (7)[10.3.8]  
|10.5   |   | General Purchase Agreement dated January 13, 1998 between Lucent Technologies, Inc. and Dobson Cellular Systems, Inc.                                                                              |  | (1)[10.4.7]  
|10.5.1 |   | Amendment No. 1 to General Purchase Agreement between the Registrant and Lucent Technologies, Inc.                                                                                                 |  | (9)[10.4.3]  
|10.6   |   | Operating Agreement dated January 16, 1998 between AT&T Wireless Services, Inc. and Dobson Cellular Systems, Inc., as amended.                                                                     |  | (7)[10.4.4]  
|10.7.1 |   | Fifth Amended General Purchase Agreement between Northern Telecom Inc. and Registrant                                                                                                              |  | (9)[10.4.6]  
|10.7.2 |   | Sixth Amended General Purchase Agreement between Nortel Networks, Inc. (formerly Northern Telecom) and Registrant                                                                                  |  | (9)[10.4.7]  
|10.8   |   | Second Amended and Restated Partnership Agreement of Gila River Cellular General Partnership dated September 30, 1997                                                                              |  | (6)[10.8]    
|10.9   |   | Stockholder and Investor rights Agreement dated January 31, 2000 among the Registrant and the Shareholders listed therein (without exhibits).                                                      |  | (9)[10.7.2.3]
|10.9.1 |   | Amendment No. 1 to Stockholder and Investor Rights Agreement among AT&T Wireless Services, Inc., the Registrant, and certain other parties                                                         |  | (15)[10.4]   
|10.10  |   | License Agreement dated February 15, 1999 between Registrant and H.O. Systems, Inc.                                                                                                                |  | (5)[10. 9]   
|10.11  | * | Form of Dobson Communications Corporation Director Indemnification Agreement.                                                                                                                      |  | (7)[10.9]    
|10.12  |   | Agreement and Plan of Reorganization and Corporation Separation between Dobson Communications Corporation and Logix Communications Enterprises dated January 24, 2000.                             |  | (7)[10.10]   
|10.13  |   | Agreement by and among Dobson Communications corporation and Dobson's shareholders regarding the distribution of Logix Communications Enterprises, Inc. stock.                                     |  | (7)[10.11]   

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|10.14   |  | Second Amended and Restated Limited Liability Company Agreement of ACC Acquisition LLC between AT&T Wireless JV Co. and Dobson JV Company dated as of February 25, 2000.                                                                                            |  | (10)[10.1]  
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------
|10.15   |  | Amended and Restated Supplemental Agreement among AT&T Wireless, Dobson Communications Corporation, Dobson CC Limited Partnership, and other signatories thereto, dated February 25, 2000.                                                                          |  | (10)[10.1.1]
|10.16   |  | Amended and Restated Management Agreement between Dobson Cellular Systems, Inc. and ACC Acquisition LLC dated as of February 25, 2000                                                                                                                               |  | (10)[10.2]  
|10.17   |  | Amended and Restated Operating Agreement dated February 25, 2000 by and between AT&T Wireless Services, Inc., on behalf of itself and its Affiliate (as defined therein) and ACC Acquisition L.L.C., on behalf of itself
and its Affiliates (as defined therein).   |  | (10)[10.3]  
|10.18   |  | Amended and Restated Operating Agreement dated February 25, 2000 by and between Dobson Cellular Systems, Inc., on behalf of itself and its Affiliates (as defined therein) and ACC Acquisition L.L.C., on behalf of itself
and its Affiliates (as defined therein). |  | (10)[10.4]  
|10.19.1 |  | Stock Purchase Agreement Between AT&T Wireless Services, Inc. and Dobson Communications Corporation dated as of November 6, 2000.                                                                                                                                   |  | (11)[10.14] 
|10.19.2 |  | Amendment No. 1 to Stock Purchase Agreement between the Registrant and AT&T Wireless Services, Inc. dated February 8, 2001                                                                                                                                          |  | (15)[10.1]  
|10.20   |  | Exchange Agreement between the Registrant and AT&T Wireless Services, Inc. dated February 8, 2001                                                                                                                                                                   |  | (15)[10.2]  
|10.21   |  | PCS Transfer Rights Agreement between the Registrant and AT&T Wireless Services, Inc. dated February 8, 2001                                                                                                                                                        |  | (15)[10.3]  
|10.22   |  | Asset Purchase agreement dated October 29, 2001 by and between Dobson Cellular Systems, Inc., and Cellco Partnership, a Delaware general partnership, d/b/a/ Verizon Wireless                                                                                       |  | (16)        
|10.22.1 |  | Asset Purchase agreement dated October 30, 2001 by and between ACC of Tennessee LLC, and Cellco Partnership, a Delaware general partnership,
d/b/a/ Verizon Wireless                                                                                                |  | (16)        

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The
Registrant filed a Current Report on Form 8-K on September 6, 2001, which reported the Registrant's principal stockholder, Dobson CC Limited Partnership,
or DCCLP, entered into an Amended, Restated and Consolidated Credit Agreement with Bank of America, N.A. on August 27, 2001 (the "loan agreement"). To secure its obligations under the loan
agreement, which aggregates approximately $290 million principal amount, DCCLP pledged, among other assets, approximately 53.6 million shares of the Registrant's Class B Common
Stock, under "Item 1. Change of Control of Registrant." In addition, the Registrant retained Lehman Brothers Inc. and Banc of America Securities LLC to assist the Registrant in identifying and
evaluating various strategic alternatives in order to enhance shareholder value, under "Item 5. Other Events."

The
Registrant filed a Current Report on Form 8-K on September 27, 2001, which reported the appointment of Albert H. Pharis, Jr. on September 14,
2001, to the Registrant's audit committee by the Board of Directors, and the appointment of Justin Jaschke and Albert H. Pharis, Jr., to the Registrant's Compensation Committee, under "Item 5. Other
Events." In addition, the Registrant announced on September 14, 2001, that its Board of Directors authorized the expenditure of up to $80 million over the next 12 months for the
possible repurchase by the Registrant of shares of its outstanding Class A common stock September 17, 2001, under "Item 9. Regulation 7D disclosure." The Registrant also
reported the announcement of the negotiations for a series of transactions the Registrant has entered into which, if finalized, would result in the acquisition by Verizon Wireless of certain wireless
properties of the Registrant and American Cellular Corporation in five states for approximately $550 million, under "Item 9. Regulation 7D Disclosure."

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SIGNATURES

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

|                  |  | DOBSON COMMUNICATIONS CORPORATION
|----------------- |  | ---------------------------------
|November 13, 2001 |  |                                  
|November 13, 2001 |  |                                  

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