##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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Form 10-Q

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

Commission file no. 000-29225



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Dobson Communications Corporation

(Exact name of registrant as specified in its
charter)


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

(405) 529-8500

(Registrants telephone number, including
area code)




---

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

As of August 2, 2002, there were 35,131,837
shares of registrants $.001 par value Class A Common
Stock outstanding and 54,977,481 shares of the registrants
$.001 par value Class B Common Stock outstanding.



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TABLE OF CONTENTS



|                                                                 |                                                                                               |  |  |  |  |  |  | 
|---------------------------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|CONDENSED CONSOLIDATED BALANCE SHEETS                           
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                 
|CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT      
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                 
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
|                                                                 | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                                 | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|                                                                 | PART II. OTHER INFORMATION                                                                   
|                                                                 | Item 1. Legal Proceedings                                                                    
|                                                                 | Item 2. Changes in securities and Use of Proceeds                                            
|                                                                 | Item 3. Defaults Upon Senior Securities                                                      
|                                                                 | Item 4. Submission of matters to a Vote of Security Holders                                  
|                                                                 | Item 5. Other Information                                                                    
|                                                                 | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                                      
|EXHIBIT INDEX                                                   



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##### Table of Contents



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
    June 30, 2002 and December 31, 2001                           |  |  | 2  | 
|                                   |   |  |  | Condensed Consolidated Statements of Operations
    for the Three and Six Months Ended June 30, 2002 and 2001 |  |  | 3  | 
|                                   |   |  |  | Condensed Consolidated Statement of
    Stockholders Deficit for the Six Months Ended
    June 30, 2002      |  |  | 4  | 
|                                   |   |  |  | Condensed Consolidated Statements of Cash Flows
    for the Six Months Ended June 30, 2002 and 2001           |  |  | 5  | 
|                                   |   |  |  | Notes to Condensed Consolidated Financial
    Statements                                                      |  |  | 6  | 
|                                   | 2 |  |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations                     |  |  | 15 | 
|                                   | 3 |  |  | Quantitative and Qualitative Disclosure about
    Market Risk                                                 |  |  | 30 | 
|PART II.  OTHER
    INFORMATION   
|                                   | 1 |  |  | Legal Proceedings                                                                                             |  |  | 31 | 
|                                   | 2 |  |  | Changes in Securities and Use of Proceeds                                                                     |  |  | 31 | 
|                                   | 3 |  |  | Defaults Upon Senior Securities                                                                               |  |  | 31 | 
|                                   | 4 |  |  | Submission of Matters to a Vote of Security
    Holders                                                       |  |  | 31 | 
|                                   | 5 |  |  | Other Information                                                                                             |  |  | 31 | 
|                                   | 6 |  |  | Exhibits and Reports on Form 8-K                                                                              |  |  | 31 | 

1



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##### Table of Contents



PART I.     FINANCIAL
INFORMATION

Item 1.     Financial
Statements

DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED BALANCE
SHEETS


|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |               |               |               | 
|----------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ------------------------------------------- | ------------- | ------------- | ------------- | ----------- | ------------- | ------------- | ------------- | 
|                                          |                                                                                                                                                                               | June 30,                    |                                             | December 31, 
|                                          |                                                                                                                                                                               | 2002                        |                                             | 2001         
|                                          |                                                                                                                                                                               |                             |                                             |              
|                                          |                                                                                                                                                                               | (Unaudited)                 |                                             |              
|ASSETS                                   
|CURRENT ASSETS:                           |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          | Cash and cash equivalents                                                                                                                                                     |                             | $                                           | 242,634,314   |               |               | $           | 161,568,162   |              
|                                          | Accounts receivable                                                                                                                                                          |                             |                                             |               |               |               |             |               |              
|                                          |                                                                                                                                                                               | Customers, net              |                                             |               | 82,456,888    |               |             |               | 83,769,879    |              
|                                          |                                                                                                                                                                               | Affiliates                  |                                             |               | 20,544,478    |               |             |               | 19,065,333    |              
|                                          | Inventory                                                                                                                                                                     |                             |                                             | 20,704,043    |               |               |             | 22,538,344    |              
|                                          | Deposits                                                                                                                                                                      |                             |                                             |              |               |               |             | 91,205,000    |              
|                                          | Prepaid expenses and other                                                                                                                                                    |                             |                                             | 8,743,584     |               |               |             | 7,929,074     |              
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                               | Total current assets        |                                             |               | 375,083,307   |               |             |               | 386,075,792   |              
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|PROPERTY, PLANT AND EQUIPMENT, net        |                                                                                                                                                                               |                             | 302,204,219                                 |               |               |               | 296,195,780 |              
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|OTHER ASSETS:                             |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          | Receivables  affiliate                                                                                                                                                       |                             |                                             | 972,727       |               |               |             | 924,303       |              
|                                          | Restricted assets                                                                                                                                                             |                             |                                             | 14,175,435    |               |               |             |              |              
|                                          | Wireless license acquisition costs, net                                                                                                                                       |                             |                                             | 1,178,529,135 |               |               |             | 1,232,032,556 |              
|                                          | Deferred financing costs, net                                                                                                                                                 |                             |                                             | 64,131,522    |               |               |             | 69,426,525    |              
|                                          | Other intangibles, net                                                                                                                                                        |                             |                                             | 24,989,897    |               |               |             | 32,036,838    |              
|                                          | Investment in joint venture                                                                                                                                                   |                             |                                             |              |               |               |             | 309,420,407   |              
|                                          | Deposits, net of current portion                                                                                                                                              |                             |                                             | 18,009,800    |               |               |             | 18,009,800    |              
|                                          | Other non-current assets                                                                                                                                                      |                             |                                             | 9,599,901     |               |               |             | 9,853,003     |              
|                                          | Assets of discontinued operations                                                                                                                                             |                             |                                             |              |               |               |             | 215,152,441   |              
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                               | Total other assets          |                                             |               | 1,310,408,417 |               |             |               | 1,886,855,873 |              
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                               |                             | Total assets                                |               | $             | 1,987,695,943 |             |               | $             | 2,569,127,445 | 
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|LIABILITIES AND STOCKHOLDERS
    DEFICIT
|CURRENT LIABILITIES:                      |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          | Accounts payable                                                                                                                                                              |                             | $                                           | 64,213,961    |               |               | $           | 72,747,252    |              
|                                          | Accrued expenses                                                                                                                                                              |                             |                                             | 37,154,356    |               |               |             | 45,313,769    |              
|                                          | Deferred revenue and customer deposits                                                                                                                                        |                             |                                             | 14,995,982    |               |               |             | 14,399,829    |              
|                                          | Current portion of long-term debt                                                                                                                                             |                             |                                             | 39,071,968    |               |               |             | 44,508,645    |              
|                                          | Accrued dividends payable                                                                                                                                                     |                             |                                             | 32,581,388    |               |               |             | 25,657,635    |              
|                                          | Current portion of obligations under capital
    leases                                                                                                                       |                             |                                             | 1,885,668     |               |               |             | 1,532,486     |              
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                               | Total current liabilities   |                                             |               | 189,903,323   |               |             |               | 204,159,616   |              
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|OTHER LIABILITIES:                        |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          | Long-term debt, net of current portion                                                                                                                                        |                             |                                             | 1,241,443,860 |               |               |             | 1,576,372,307 |              
|                                          | Deferred tax liabilities                                                                                                                                                      |                             |                                             | 96,161,332    |               |               |             | 97,221,243    |              
|                                          | Minority interest                                                                                                                                                             |                             |                                             | 8,950,226     |               |               |             | 9,005,108     |              
|                                          | Other non-current liabilities                                                                                                                                                 |                             |                                             | 9,093,057     |               |               |             | 16,885,394    |              
|                                          | Liabilities of discontinued operations                                                                                                                                        |                             |                                             |              |               |               |             | 30,568,672    |              
|                                          | Commitments (Note 7)                                                                                                                                                          |                             |                                             |               |               |               |             |               |              
|                                          | Senior exchangeable preferred stock, net                                                                                                                                      |                             |                                             | 831,195,596   |               |               |             | 791,915,295   |              
|STOCKHOLDERS DEFICIT:                    |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          | Class A Common Stock, $.001 par value,
    175,000,000 share authorized and 39,700,968 and 39,682,561
    issued at June 30, 2002 and December 31, 2001,
    respectively     |                             |                                             | 39,701        |               |               |             | 39,683        |              
|                                          | Class B Common Stock, $.001 par value,
    70,000,000 shares authorized and 54,977,481 and 54,995,888
    shares issued June 30, 2002 and December 31, 2001,
    respectively |                             |                                             | 54,978        |               |               |             | 54,996        |              
|                                          | Class C Common Stock, $.001 par value, 4,226
    shares authorized and zero shares issued at June 30, 2002
    and December 31, 2001                                          |                             |                                             |              |               |               |             |              |              
|                                          | Class D Common Stock, $.001 par value,
    33,000 shares authorized and zero shares issued at June 30,
    2002 and December 31, 2001                                         |                             |                                             |              |               |               |             |              |              
|                                          | Paid-in capital                                                                                                                                                               |                             |                                             | 606,186,298   |               |               |             | 606,454,999   |              
|                                          | Retained deficit                                                                                                                                                              |                             |                                             | (964,466,174  | )             |               |             | (728,939,087  | )            
|                                          | Accumulated other comprehensive loss, net of
    income tax benefit of $3,024,936 and $10,767,246 at
    June 30, 2002 and December 31, 2001, respectively                    |                             |                                             | (4,935,421    | )             |               |             | (16,150,869   | )            
|                                          | Less 4,219,831 and 2,117,600 common shares held
    in treasury, at cost at June 30, 2002 and December 31,
    2001, respectively                                             |                             |                                             | (25,930,833   | )             |               |             | (18,459,912   | )            
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                               | Total stockholders deficit |                                             |               | (389,051,451  | )             |             |               | (157,000,190  | )            
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              
|                                          |                                                                                                                                                                               |                             | Total liabilities and stockholders deficit |               | $             | 1,987,695,943 |             |               | $             | 2,569,127,445 | 
|                                          |                                                                                                                                                                               |                             |                                             |               |               |               |             |              

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

2



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |             |             | 
|----------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------ | ------------ | ---------------- | ----------- | ---- | ----------- | ----------- | ----------- | - | ------------ | ------------ | ----------- | - | ------------ | ----------- | ----------- | 
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                 
|                                                                                                            |                                                                                                                                                                                                                                                       | Three Months Ended       |              | Six Months Ended
|                                                                                                            |                                                                                                                                                                                                                                                       | June 30,                 |              | June 30,        
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                 
|                                                                                                            |                                                                                                                                                                                                                                                       | 2002                     |              | 2001             |             | 2002 |             | 2001       
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |            
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                 
|                                                                                                            |                                                                                                                                                                                                                                                       | (Unaudited)              |              | (Unaudited)     
|OPERATING REVENUE:                                                                                          |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|                                                                                                            | Service revenue                                                                                                                                                                                                                                       |                          | $            | 94,289,656       |             |      | $           | 82,222,092  |             |   | $            | 180,963,584  |             |   | $            | 156,707,467 |            
|                                                                                                            | Roaming revenue                                                                                                                                                                                                                                       |                          |              | 60,874,709       |             |      |             | 64,641,484  |             |   |              | 112,754,710  |             |   |              | 115,478,067 |            
|                                                                                                            | Equipment and other revenue                                                                                                                                                                                                                           |                          |              | 4,716,304        |             |      |             | 6,414,172   |             |   |              | 9,287,651    |             |   |              | 12,253,034  |            
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|                                                                                                            |                                                                                                                                                                                                                                                       | Total operating revenue  |              |                  | 159,880,669 |      |             |             | 153,277,748 |   |              |              | 303,005,945 |   |              |             | 284,438,568 | 
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|OPERATING EXPENSES:                                                                                         |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|                                                                                                            | Cost of service                                                                                                                                                                                                                                       |                          |              | 43,228,833       |             |      |             | 41,359,709  |             |   |              | 83,856,686   |             |   |              | 77,663,703  |            
|                                                                                                            | Cost of equipment                                                                                                                                                                                                                                     |                          |              | 11,297,467       |             |      |             | 12,841,889  |             |   |              | 22,629,883   |             |   |              | 26,136,126  |            
|                                                                                                            | Marketing and selling                                                                                                                                                                                                                                 |                          |              | 19,198,409       |             |      |             | 18,736,888  |             |   |              | 36,998,546   |             |   |              | 37,224,260  |            
|                                                                                                            | General and administrative                                                                                                                                                                                                                            |                          |              | 19,495,285       |             |      |             | 18,390,785  |             |   |              | 39,192,449   |             |   |              | 37,446,272  |            
|                                                                                                            | Depreciation and amortization                                                                                                                                                                                                                         |                          |              | 22,051,806       |             |      |             | 45,423,880  |             |   |              | 43,064,222   |             |   |              | 89,876,466  |            
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|                                                                                                            |                                                                                                                                                                                                                                                       | Total operating expenses |              |                  | 115,271,800 |      |             |             | 136,753,151 |   |              |              | 225,741,786 |   |              |             | 268,346,827 | 
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|OPERATING INCOME                                                                                            |                                                                                                                                                                                                                                                       |                          | 44,608,869   |                  |             |      | 16,524,597  |             |             |   | 77,264,159   |              |             |   | 16,091,741   |            
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|OTHER (EXPENSE) INCOME:                                                                                     |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|                                                                                                            | Interest expense                                                                                                                                                                                                                                      |                          |              | (30,231,423      | )           |      |             | (37,730,932 | )           |   |              | (60,897,509  | )           |   |              | (76,128,579 | )          
|                                                                                                            | Other income, net                                                                                                                                                                                                                                     |                          |              | 1,523,616        |             |      |             | 2,375,830   |             |   |              | 2,767,698    |             |   |              | 3,549,410   |            
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|INCOME (LOSS) BEFORE MINORITY INTERESTS IN
    INCOME OF SUBSIDIARIES, INCOME TAXES AND EXTRAORDINARY ITEMS |                                                                                                                                                                                                                                                       |                          | 15,901,062   |                  |             |      | (18,830,505 | )           |             |   | 19,134,348   |              |             |   | (56,487,428  | )          
|MINORITY INTERESTS IN INCOME OF SUBSIDIARIES                                                                |                                                                                                                                                                                                                                                       |                          | (1,586,725   | )                |             |      | (1,553,937  | )           |             |   | (3,097,177   | )            |             |   | (2,748,423   | )          
|LOSS FROM INVESTMENT IN JOINT VENTURE                                                                       |                                                                                                                                                                                                                                                       |                          | (177,158,196 | )                |             |      | (16,246,377 | )           |             |   | (184,380,882 | )            |             |   | (35,339,044  | )          
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|LOSS BEFORE INCOME TAXES                                                                                    |                                                                                                                                                                                                                                                       |                          | (162,843,859 | )                |             |      | (36,630,819 | )           |             |   | (168,343,711 | )            |             |   | (94,574,895  | )          
|                                                                                                            | Income tax benefit                                                                                                                                                                                                                                    |                          |              | 54,600,555       |             |      |             | 7,746,086   |             |   |              | 53,945,878   |             |   |              | 22,490,627  |            
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|LOSS FROM CONTINUING OPERATIONS                                                                             |                                                                                                                                                                                                                                                       |                          | (108,243,304 | )                |             |      | (28,884,733 | )           |             |   | (114,397,833 | )            |             |   | (72,084,268  | )          
|DISCONTINUED OPERATIONS: (Note 3)                                                                           |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|                                                                                                            | (Loss) income from discontinued operations, net
    of income tax benefit (expense) of $1,740,022 for the three
    months ended June 30, 2001, and $(3,138,737) and $2,117,814
    for the six months ended June 30, 2002 and 2001,
    respectively |                          |              |                 |             |      |             | (2,838,984  | )           |   |              | 5,121,097    |             |   |              | (3,455,381  | )          
|                                                                                                            | Loss from discontinued operations from investment
    in joint venture                                                                                                                                                                                |                          |              |                 |             |      |             | (168,907    | )           |   |              | (326,955     | )           |   |              | (421,870    | )          
|                                                                                                            | Gain from sale of discontinued operations, net of
    income tax expense of $59,164,138 for 2002                                                                                                                                                      |                          |              |                 |             |      |             |            |             |   |              | 88,314,922   |             |   |              |            |            
|                                                                                                            | Gain from sale of discontinued operations from
    investment in joint venture                                                                                                                                                                        |                          |              |                 |             |      |             |            |             |   |              | 6,736,056    |             |   |              |            |            
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|LOSS BEFORE CUMULATIVE EFFECT OF CHANGE IN
    ACCOUNTING PRINCIPLE:                                        |                                                                                                                                                                                                                                                       |                          | (108,243,304 | )                |             |      | (31,892,624 | )           |             |   | (14,552,713  | )            |             |   | (75,961,519  | )          
|                                                                                                            | Cumulative effect of change in accounting
    principle, net of income tax benefit of $20,406,000 (Note 8)                                                                                                                                            |                          |              |                 |             |      |             |            |             |   |              | (33,294,000  | )           |   |              |            |            
|                                                                                                            | Cumulative effect of change in accounting
    principle from investment in joint venture                                                                                                                                                              |                          |              |                 |             |      |             |            |             |   |              | (140,820,000 | )           |   |              |            |            
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|NET LOSS                                                                                                    |                                                                                                                                                                                                                                                       |                          | (108,243,304 | )                |             |      | (31,892,624 | )           |             |   | (188,666,713 | )            |             |   | (75,961,519  | )          
|DIVIDENDS ON PREFERRED STOCK                                                                                |                                                                                                                                                                                                                                                       |                          | (23,860,194  | )                |             |      | (21,515,777 | )           |             |   | (46,860,374  | )            |             |   | (41,005,923  | )          
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|NET LOSS APPLICABLE TO COMMON STOCKHOLDERS                                                                  |                                                                                                                                                                                                                                                       | $                        | (132,103,498 | )                |             | $    | (53,408,401 | )           |             | $ | (235,527,087 | )            |             | $ | (116,967,442 | )          
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|BASIC NET LOSS APPLICABLE TO COMMON STOCKHOLDERS
    PER COMMON SHARE:                                      |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|                                                                                                            | Continuing operations                                                                                                                                                                                                                                 |                          |              | (1.19            | )           |      |             | (0.31       | )           |   |              | (1.25        | )           |   |              | (0.77       | )          
|                                                                                                            | Discontinued operations                                                                                                                                                                                                                               |                          |              |                 |             |      |             | (0.03       | )           |   |              | 1.09         |             |   |              | (0.04       | )          
|                                                                                                            | Change in accounting principle                                                                                                                                                                                                                        |                          |              |                 |             |      |             |            |             |   |              | (1.91        | )           |   |              |            |            
|                                                                                                            | Dividends on preferred stock                                                                                                                                                                                                                          |                          |              | (0.26            | )           |      |             | (0.23       | )           |   |              | (0.51        | )           |   |              | (0.43       | )          
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|TOTAL BASIC NET LOSS APPLICABLE TO COMMON
    STOCKHOLDERS PER COMMON SHARE                                 |                                                                                                                                                                                                                                                       | $                        | (1.45        | )                |             | $    | (0.57       | )           |             | $ | (2.58        | )            |             | $ | (1.24        | )          
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                                            |                                                                                                                                                                                                                                                       |                          | 90,806,645   |                  |             |      | 94,234,678  |             |             |   | 91,222,067   |              |             |   | 94,151,058   |            
|                                                                                                            |                                                                                                                                                                                                                                                       |                          |              |                  |             |      |             |             |             |   |              |              |             |   |              |            

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

3



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF
STOCKHOLDERS DEFICIT


For the Six Months Ended June 30,
2002

|                                    |                                                                                                       |               |              |                       |   |                |            |         |  |             |        |               |  |          |            |               |  |               |        |         |  |   |             |   |  |   |              |   |  |   |             |            |   |   |             |   |  |   |              |            |  
|----------------------------------- | ----------------------------------------------------------------------------------------------------- | ------------- | ------------ | --------------------- | - | -------------- | ---------- | ------- |  | ----------- | ------ | ------------- |  | -------- | ---------- | ------------- |  | ------------- | ------ | ------- |  | - | ----------- | - |  | - | ------------ | - |  | - | ----------- | ---------- | - | - | ----------- | - |  | - | ------------ | ---------- | -
|                                    |                                                                                                       |               |              |                      
|                                    |                                                                                                       |               |              | Stockholders Deficit
|                                    |                                                                                                       |               |              |                      
|                                    |                                                                                                       |               |              |                       |   |                |            |        
|                                    |                                                                                                       |               |              | Class A Common        |   | Class B Common |            |         |  | Accumulated |        |              
|                                    |                                                                                                       |               |              | Stock                 |   | Stock          |            |         |  | Other       |        |               |  | Total   
|                                    |                                                                                                       | Comprehensive |              |                       |   |                |            | Paid-in |  | Retained    |        | Comprehensive |  | Treasury |            | Stockholders
|                                    |                                                                                                       | Loss          |              | Shares                |   | Amount         |            | Shares  |  | Amount      |        | Capital       |  | Deficit  |            | Loss          |  | Stock at Cost |        | Deficit
|                                    |                                                                                                       |               |              |                       |   |                |            |         |  |             |        |               |  |          |            |               |  |               |        |        
|                                    |                                                                                                       |              
|                                    |                                                                                                       | (Unaudited)  
|DECEMBER 31, 2001                   |                                                                                                       |               |             |                       |   |                | 39,682,561 |         |  | $           | 39,683 |               |  |          | 54,995,888 |               |  | $             | 54,996 |         |  | $ | 606,454,999 |   |  | $ | (728,939,087 | ) |  | $ | (16,150,869 | )          |   | $ | (18,459,912 | ) |  | $ | (157,000,190 | )         
|Net loss                            |                                                                                                       | $             | (188,666,713 | )                     |   |                |           |         |  |             |       |               |  |          |           |               |  |               |       |         |  |   |            |   |  |   | (188,666,713 | ) |  |   |            |            |   |   |            |   |  |   | (188,666,713 | )         
|                                    | Amounts related to hedged transactions
    reclassified into earnings, net of tax                     |               |              | 11,179,534            |   |                |            |        |  |             |        |              |  |          |            |              |  |               |        |        |  |   |             |  |  |   |              |  |  |   |             | 11,179,534 |   |   |             |  |  |   |              | 11,179,534 |  
|                                    | Ineffective hedge transaction of unconsolidated
    subsidiary reclassified into earnings, net of tax |               |              | 321,876               |   |                |            |        |  |             |        |              |  |          |            |              |  |               |        |        |  |   |             |  |  |   |              |  |  |   |             | 321,876    |   |   |             |  |  |   |              | 321,876    |  
|                                    | Change in fair value of hedge transactions, net
    of tax                                            |               |              | (285,962              | ) |                |            |        |  |             |        |              |  |          |            |              |  |               |        |        |  |   |             |  |  |   |              |  |  |   |             | (285,962   | ) |   |             |  |  |   |              | (285,962   | )
|                                    |                                                                                                       |               |              |                       |   |                |            |         |  |             |        |               |  |          |            |               |  |               |        |         |  |   |             |   |  |   |              |   |  |   |             |            |   |   |             |   |  |   |              |           
|Total comprehensive loss            |                                                                                                       | $             | (177,451,265 | )                     |   |                |            |         |  |             |        |               |  |          |            |               |  |               |        |         |  |   |             |   |  |   |              |   |  |   |             |            |   |   |             |   |  |   |              |           
|                                    |                                                                                                       |               |              |                       |   |                |            |         |  |             |        |               |  |          |            |               |  |               |        |         |  |   |             |   |  |   |              |   |  |   |             |            |   |   |             |   |  |   |              |           
|Conversion of common stock          |                                                                                                       |               |              |                       |   |                | 18,407     |         |  |             | 18     |               |  |          | (18,407    | )             |  |               | (18    | )       |  |   |            |   |  |   |             |   |  |   |            |            |   |   |            |   |  |   |             |           
|Increase in subscription receivable |                                                                                                       |               |              |                       |   |                |           |         |  |             |       |               |  |          |           |               |  |               |       |         |  |   | (268,701    | ) |  |   |             |   |  |   |            |            |   |   |            |   |  |   | (268,701     | )         
|Preferred stock dividends           |                                                                                                       |               |              |                       |   |                |           |         |  |             |       |               |  |          |           |               |  |               |       |         |  |   |            |   |  |   | (46,860,374  | ) |  |   |            |            |   |   |            |   |  |   | (46,860,374  | )         
|Purchase of treasury stock, at cost |                                                                                                       |               |              |                       |   |                |           |         |  |             |       |               |  |          |           |               |  |               |       |         |  |   |            |   |  |   |             |   |  |   |            |            |   |   | (7,470,921  | ) |  |   | (7,470,921   | )         
|                                    |                                                                                                       |               |              |                       |   |                |            |         |  |             |        |               |  |          |            |               |  |               |        |         |  |   |             |   |  |   |              |   |  |   |             |            |   |   |             |   |  |   |              |           
|JUNE 30, 2002                       |                                                                                                       |               |              |                       |   |                | 39,700,968 |         |  | $           | 39,701 |               |  |          | 54,977,481 |               |  | $             | 54,978 |         |  | $ | 606,186,298 |   |  | $ | (964,466,174 | ) |  | $ | (4,935,421  | )          |   | $ | (25,930,833 | ) |  | $ | (389,051,451 | )         
|                                    |                                                                                                       |               |              |                       |   |                |            |         |  |             |        |               |  |          |            |               |  |               |        |         |  |   |             |   |  |   |              |   |  |   |             |            |   |   |             |   |  |   |              |           

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

4



---



##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |              |             |              |  
|--------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | ---------------------------------------------------------------- | ------------------------------------------------------- | ------------ | ----------- | ------------ | ----------- | ------------ | ----------- | ------------ | -
|                                                                            |                                                                                  |                                                                 
|                                                                            |                                                                                  | Six Months Ended                                                
|                                                                            |                                                                                  | June 30,                                                        
|                                                                            |                                                                                  |                                                                 
|                                                                            |                                                                                  | 2002                                                             |                                                         | 2001        
|                                                                            |                                                                                  |                                                                  |                                                         |             
|                                                                            |                                                                                  |                                                                 
|                                                                            |                                                                                  | (Unaudited)                                                     
|Cash Flows From Operating
    Activities:                                   |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                            | Net loss from continuing operations                                              |                                                                  | $                                                       | (114,397,833 | )           |              | $           | (72,084,268  | )          
|                                                                            | Adjustments to reconcile net loss to net cash
    used in operating activities  |                                                                  |                                                         |              |             |              |             |              |            
|                                                                            |                                                                                  | Depreciation and amortization                                    |                                                         |              | 43,064,222  |              |             |              | 89,876,466  |             
|                                                                            |                                                                                  | Amortization of bond premium and financing costs                 |                                                         |              | 5,466,004   |              |             |              | 5,460,786   |             
|                                                                            |                                                                                  | Deferred income taxes and investment tax credits,
    net        |                                                         |              | (42,820,609 | )            |             |              | (22,657,444 | )           
|                                                                            |                                                                                  | Cash used in operating activities of discontinued
    operations |                                                         |              | (9,496,836  | )            |             |              |            |             
|                                                                            |                                                                                  | Loss on disposition of assets, net                               |                                                         |              | 436,800     |              |             |              | 553,960     |             
|                                                                            |                                                                                  | Minority interests in income of subsidiaries                     |                                                         |              | 3,097,177   |              |             |              | 2,748,423   |             
|                                                                            |                                                                                  | Loss from investment in joint venture                            |                                                         |              | 184,380,882 |              |             |              | 35,339,044  |             
|                                                                            |                                                                                  | Accrued dividend income                                          |                                                         |              | (2,261,747  | )            |             |              |            |             
|                                                                            | Changes in current assets and
    liabilities                                   |                                                                  |                                                         |              |             |              |             |              |            
|                                                                            |                                                                                  | Accounts receivable                                              |                                                         |              | (166,154    | )            |             |              | (10,182,809 | )           
|                                                                            |                                                                                  | Inventory                                                        |                                                         |              | 1,834,301   |              |             |              | 2,153,854   |             
|                                                                            |                                                                                  | Prepaid expenses and other                                       |                                                         |              | (877,068    | )            |             |              | (12,764,831 | )           
|                                                                            |                                                                                  | Accounts payable                                                 |                                                         |              | (8,531,260  | )            |             |              | (4,152,987  | )           
|                                                                            |                                                                                  | Accrued expenses                                                 |                                                         |              | (8,859,413  | )            |             |              | (1,598,696  | )           
|                                                                            |                                                                                  | Deferred revenue and customer deposits                           |                                                         |              | 596,153     |              |             |              | 1,132,328   |             
|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                            |                                                                                  |                                                                  | Net cash provided by operating activities               |              |             | 51,464,619   |             |              |             | 13,823,826   |  
|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|Cash Flows From Investing
    Activities:                                   |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                            | Capital expenditures                                                             |                                                                  |                                                         | (42,769,075  | )           |              |             | (54,847,593  | )          
|                                                                            | Purchase of wireless license and properties                                      |                                                                  |                                                         |             |             |              |             | (661,211     | )          
|                                                                            | Investment in joint venture                                                      |                                                                  |                                                         |             |             |              |             | (51,413,783  | )          
|                                                                            | Refund (purchase) of deposits for FCC auction                                    |                                                                  |                                                         | 91,205,000   |             |              |             | (59,214,800  | )          
|                                                                            | Change in receivable-affiliates                                                  |                                                                  |                                                         | 115,576      |             |              |             | 2,711,662    |            
|                                                                            | Change in receivable from discontinued operations                                |                                                                  |                                                         |             |             |              |             | 2,699,010    |            
|                                                                            | Net proceeds from sale of discontinued operations                                |                                                                  |                                                         | 335,619,711  |             |              |             |             |            
|                                                                            | Other investing activities                                                       |                                                                  |                                                         | (2,647,130   | )           |              |             | 5,467,875    |            
|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                            |                                                                                  |                                                                  | Net cash provided by (used in) investing
    activities |              |             | 381,524,082  |             |              |             | (155,258,840 | )
|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|Cash Flows From Financing
    Activities:                                   |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                            | Proceeds from long-term debt                                                     |                                                                  |                                                         | 336,000,000  |             |              |             | 359,000,000  |            
|                                                                            | Repayments of long-term debt                                                     |                                                                  |                                                         | (676,460,530 | )           |              |             | (371,900,629 | )          
|                                                                            | Distributions to partners                                                        |                                                                  |                                                         | (3,151,254   | )           |              |             | (1,970,542   | )          
|                                                                            | Proceeds from issuance of common stock                                           |                                                                  |                                                         |             |             |              |             | 640,487      |            
|                                                                            | Issuance of preferred stock                                                      |                                                                  |                                                         |             |             |              |             | 200,000,000  |            
|                                                                            | Purchase of treasury stock                                                       |                                                                  |                                                         | (7,470,921   | )           |              |             |             |            
|                                                                            | Deferred financing costs                                                         |                                                                  |                                                         | (77,065      | )           |              |             | (401,207     | )          
|                                                                            | Maturities of restricted investments, net of
    interest                        |                                                                  |                                                         |             |             |              |             | 12,250,000   |            
|                                                                            | Other financing activities                                                       |                                                                  |                                                         | (762,779     | )           |              |             | (755,646     | )          
|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                            |                                                                                  |                                                                  | Net cash (used in) provided by financing
    activities |              |             | (351,922,549 | )           |              |             | 196,862,463  |  
|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|Net Increase in Cash and Cash Equivalents                                   |                                                                                  |                                                                  | 81,066,152                                              |              |             |              | 55,427,449  |             
|Cash and Cash Equivalents, beginning of period                              |                                                                                  |                                                                  | 161,568,162                                             |              |             |              | 145,395,410 |             
|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|Cash and Cash Equivalents, end of period                                    |                                                                                  | $                                                                | 242,634,314                                             |              |             | $            | 200,822,859 |             
|                                                                            |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|Supplemental Disclosures of Cash Flow
    Information:                      |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                            | Cash paid for                                                                   |                                                                  |                                                         |              |             |              |             |              |            
|                                                                            | Interest, net of amounts capitalized                                             |                                                                  | $                                                       | 62,030,684   |             |              | $           | 83,155,315   |            
|Supplemental Disclosures of Noncash Investing
    and Financing Activities: |                                                                                  |                                                                  |                                                         |              |             |              |             |             
|                                                                            | Stock dividend paid through the issuance of
    preferred stock                  |                                                                  | $                                                       | 46,860,374   |             |              | $           | 41,005,923   |            

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

5



---



##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES






NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)


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

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

1.     Organization

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

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

2.     Investment in
Unconsolidated Joint Venture

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

6



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


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

|                                                                                        |  |                    |          |                  |  |      |         |      |  |   |          |   |  |   |         |  
|--------------------------------------------------------------------------------------- |  | ------------------ | -------- | ---------------- |  | ---- | ------- | ---- |  | - | -------- | - |  | - | ------- | -
|                                                                                        |  |                    |          |                 
|                                                                                        |  | Three Months Ended |          | Six Months Ended
|                                                                                        |  | June 30,           |          | June 30,        
|                                                                                        |  |                    |          |                 
|                                                                                        |  | 2002               |          | 2001             |  | 2002 |         | 2001
|                                                                                        |  |                    |          |                  |  |      |         |     
|                                                                                        |  |                    |          |                 
|                                                                                        |  | ($ in thousands)   |          | ($ in thousands)
|Operating revenue                                                                       |  | $                  | 115,810  |                  |  | $    | 106,107 |      |  | $ | 215,693  |   |  | $ | 196,396 |  
|Operating income (loss)                                                                 |  |                    | 30,301   |                  |  |      | (3,945  | )    |  |   | 49,126   |   |  |   | (19,254 | )
|Impairment of goodwill                                                                  |  |                    | (377,000 | )                |  |      |        |      |  |   | (377,000 | ) |  |   |        |  
|Loss from continuing operations                                                         |  |                    | (381,616 | )                |  |      | (32,493 | )    |  |   | (394,947 | ) |  |   | (70,678 | )
|(Loss) income from discontinued operations and
    sale of discontinued operations, net |  |                    |         |                  |  |      | (338    | )    |  |   | 12,818   |   |  |   | (844    | )
|Cumulative effect of change in accounting
    principle, net                            |  |                    |         |                  |  |      |        |      |  |   | (281,640 | ) |  |   |        |  
|Dividends                                                                               |  |                    | (1,148   | )                |  |      |        |      |  |   | (2,262   | ) |  |   |        |  
|Net loss applicable to members                                                          |  |                    | (382,764 | )                |  |      | (32,831 | )    |  |   | (666,031 | ) |  |   | (71,522 | )

|                                   |  |                  |           |                   |  |   |           | 
|---------------------------------- |  | ---------------- | --------- | ----------------- |  | - | --------- | 
|                                   |  | June 30, 2002    |           | December 31, 2001
|                                   |  |                  |           |                  
|                                   |  |                 
|                                   |  | ($ in thousands)
|Current assets                     |  | $                | 131,974   |                   |  | $ | 131,186   | 
|Property, plant and equipment, net |  |                  | 205,663   |                   |  |   | 203,168   | 
|Intangible assets                  |  |                  | 1,338,122 |                   |  |   | 2,192,133 | 
|Other assets                       |  |                  | 8,787     |                   |  |   | 32,689    | 
|Assets of discontinued operations  |  |                  |          |                   |  |   | 139,854   | 
|Current liabilities                |  |                  | 1,700,709 |                   |  |   | 139,543   | 
|Long-term debt, net of current     |  |                  |          |                   |  |   | 1,760,208 | 
|Preferred stock                    |  |                  | 39,400    |                   |  |   | 37,139    | 
|Other liabilities                  |  |                  | 51,685    |                   |  |   | 217,577   | 
|Members (deficit) equity          |  |                  | (107,248  | )                 |  |   | 544,563   | 

During 2001, the Company invested an additional
$51.4 million in American Cellular. This investment
consisted of a $35.0 million purchase of American
Cellulars Class A Preferred Stock, and a
$16.4 million cash contribution, which was equally matched
with assets contributed by AT&T Wireless, the other
50% owner of American Cellular. Accrued dividends on the
$35.0 million preferred stock were approximately
$4.4 million at June 30, 2002.

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

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DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


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

3.     Discontinued
Operations

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

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

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

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DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


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

|                                           |  |                     |        |                  |  |              |        |   |  |   |        |  
|------------------------------------------ |  | ------------------- | ------ | ---------------- |  | ------------ | ------ | - |  | - | ------ | -
|                                           |  |                     |        |                 
|                                           |  | 2002                |        | 2001            
|                                           |  |                     |        |                 
|                                           |  | Period from         |        | Three            |  | Six         
|                                           |  | January 1, 2002     |        | Months Ended     |  | Months Ended
|                                           |  | through disposition |        | June 30,         |  | June 30,    
|                                           |  |                     |        |                  |  |             
|                                           |  |                     |        |                 
|                                           |  | ($ in thousands)    |        | ($ in thousands)
|Operating revenues                         |  | $                   | 12,570 |                  |  | $            | 18,042 |   |  | $ | 36,757 |  
|(Loss) income before income taxes          |  |                     | 8,260  |                  |  |              | (4,579 | ) |  |   | (5,573 | )
|Income tax benefit (provision)             |  |                     | (3,139 | )                |  |              | 1,740  |   |  |   | 2,118  |  
|(Loss) income from discontinued operations |  |                     | 5,121  |                  |  |              | (2,839 | ) |  |   | (3,455 | )

The long-term debt of the Company is recorded at
the consolidated level and is not reflected by each individual
market. Thus, the Company has allocated a portion of interest
expense to the discontinued operations to properly reflect the
interest that was incurred to finance the operations for these
four markets. The interest expense allocated to these operations
was $1.7 million for the period from January 1, 2002
through disposition of the markets, $4.5 million for the
three months ended June 30, 2001 and $9.2 million for
the six months ended June 30, 2001.

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

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

|                                  |  |                     |        |                  |  |              |       |   |  |   |        |  
|--------------------------------- |  | ------------------- | ------ | ---------------- |  | ------------ | ----- | - |  | - | ------ | -
|                                  |  |                     |        |                 
|                                  |  | 2002                |        | 2001            
|                                  |  |                     |        |                 
|                                  |  | Period from         |        | Three            |  | Six         
|                                  |  | January 1, 2002     |        | Months Ended     |  | Months Ended
|                                  |  | through disposition |        | June 30,         |  | June 30,    
|                                  |  |                     |        |                  |  |             
|                                  |  |                     |        |                 
|                                  |  | ($ in thousands)    |        | ($ in thousands)
|Operating revenues                |  | $                   | 2,319  |                  |  | $            | 8,169 |   |  | $ | 15,281 |  
|Loss before income taxes          |  |                     | (1,090 | )                |  |              | (27   | ) |  |   | (326   | )
|Income tax (provision) benefit    |  |                     | 436    |                  |  |              | (311  | ) |  |   | (518   | )
|Loss from discontinued operations |  |                     | (654   | )                |  |              | (338  | ) |  |   | (844   | )

American Cellular also allocated a portion of
interest expense to their discontinued operations to properly
reflect the interest that was incurred by American Cellular to
finance the operations of its Tennessee 4 RSA market. The
interest expense allocated to this market was $1.0 million
for the period from January 1, 2002 through disposition
(February 8, 2002), $2.4 million for the three months
ended June 31, 2001 and $4.7 million for the six
months ended June 30, 2001.

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

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DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


4.     Long-Term
Debt

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

|                                          |                      |               |             |                   |  |   |               |               | 
|----------------------------------------- | -------------------- | ------------- | ----------- | ----------------- |  | - | ------------- | ------------- | 
|                                          |                      | June 30, 2002 |             | December 31, 2001
|                                          |                      |               |             |                  
|Credit facilities                         |                      | $             | 782,348,699 |                   |  | $ | 1,122,449,254 |              
|Dobson/ Sygnet Senior Notes               |                      |               | 200,000,000 |                   |  |   | 200,000,000   |              
|DCC 10.875% Senior Notes, net of discount |                      |               | 298,147,129 |                   |  |   | 298,051,723   |              
|DCC 11.75% Senior Notes                   |                      |               | 20,000      |                   |  |   | 340,000       |              
|Other notes payable                       |                      |               |            |                   |  |   | 39,975        |              
|                                          |                      |               |             |                   |  |   |               |              
|                                          | Total debt           |               |             | 1,280,515,828     |  |   |               | 1,620,880,952 | 
|Less  Current maturities                 |                      |               | 39,071,968  |                   |  |   | 44,508,645    |              
|                                          |                      |               |             |                   |  |   |               |              
|                                          | Total long-term debt |               | $           | 1,241,443,860     |  |   | $             | 1,576,372,307 | 
|                                          |                      |               |             |                   |  |   |               |              

Interest Rate
Hedges

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

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

On January 1, 2001, the Company implemented
SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activity. With this implementation, the
Company began recording a liability and a transition adjustment,
net of income tax benefit, to other comprehensive loss during
2001. The Companys accumulated other comprehensive loss,
net of income tax benefit, was $9.1 million as of
December 31, 2001 and decreased to $4.9 million at
June 30, 2002. These contracts will be reclassified and
expensed during 2002 and 2003. In addition, the accumulated
other comprehensive loss, net of income tax benefit, recorded
for the Companys interest in its unconsolidated
subsidiary, American Cellular, was $7.1 million as of
December 31, 2001 and decreased to $0 at June 30,
2002, as a result of the expiration of their interest rate swap
agreement.

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

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

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DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


the outstanding senior preferred stock, and its
bank credit facility, and under the indenture governing the
outstanding senior notes of its subsidiary, Dobson/ Sygnet
Communications Company (Dobson/ Sygnet).

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

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

5.     Deposits

On January 26, 2001, the FCC concluded an
auction of 10 MHz and 15 MHz PCS licenses in the C and F Blocks
in a number of markets. Through one of its wholly-owned
subsidiaries, the Company was the winning bidder for 14 of the
auctioned licenses representing an estimated total population of
19.8 million. The FCC is currently considering that
subsidiarys post-auction application for grant of those
licenses, as well as legal challenges to this application. If
the Companys subsidiary is granted all 14 licenses, the
total cost will be $546.1 million. However, in June 2001,
the United States Court of Appeals for the District of Columbia
Circuit ruled that the FCC did not have the authority to auction
certain of those licenses previously licensed to NextWave
Personal Communications, Inc., including 11 of the 14 licenses
for which the Companys subsidiary was the successful
bidder. These 11 licenses represent $536.5 million of the
total amount that the Companys subsidiary bid. The
Courts decision was appealed to the United States Supreme
Court, which on March 4, 2002, granted certiorari and
agreed to hear the appeal. The Supreme Court has scheduled oral
argument for October 8, 2002

If the decision of the Court of Appeals in the
NextWave litigation becomes final or is upheld on appeal or a
settlement is not reached, it is unlikely that the
Companys subsidiary will be granted the eleven licenses
for spectrum previously licensed to NextWave. It is likely,
however, that the Companys subsidiary would then receive a
full refund of the balance of the deposit attributable to the 11
licenses at that time. In addition, if the Companys
subsidiary does not acquire those licenses, the Company does not
anticipate that it would execute

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DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


its current plan to build a jointly-owned PCS
network with AT&T Wireless. Consequently, the Company may be
forced to reevaluate the PCS component of its previously
announced strategy. However, if the Companys subsidiary is
granted the licenses, the Company is uncertain as to how it
would finance the purchase, since there is no commitment for
financing currently in place. Sources of additional financing
for these licenses may include commercial bank borrowings and
the sale of equity or debt securities. The Company has no
assurance that any such financing will be available on
acceptable terms or at all. In addition, the Company cannot
predict the effect on its competitive position due to any change
to its business plan.

Included on the Companys balance sheet are
deposits totaling $18.0 million at June 30, 2002 and
$109.2 million at December 31, 2001, related to these
14 licenses. In light of the substantial delays associated with
the pending NextWave litigation, the Companys subsidiary
(along with other winning bidders) requested that the FCC refund
that portion of the Companys deposit attributable to the
eleven licenses. In March 2002, the FCC announced that subject
to the terms of its Order, the FCC would make a refund of 85% of
the portion of the deposits attributable to those licenses
involved in the pending NextWave litigation. The Companys
license application would remain pending during the pendency of
the NextWave litigation. Pursuant to this Order, the Company
received a refund of approximately $91.2 million of its
$109.2 million deposit in April 2002. Verizon Wireless has
filed an appeal with the U.S. Court of Appeals for the D.C.
Circuit challenging the FCCs decision to not refund the
entirety of its down payment. Furthermore, bills have been
introduced in Congress that would compel the FCC to return
remaining deposits and allow winning bidders to elect to exit
the auction without any further obligations. It is unclear at
this time whether Verizons appeal, even if successful,
would result in similar relief for the Company, or if the
proposed legislation will be enacted into law.

6.     Stockholders
Deficit

On September 14, 2001, the Companys
Board of Directors authorized the expenditure of up to
$80.0 million over the next twelve months for the possible
repurchase of shares of the Companys outstanding
Class A common stock. As of June 30, 2002, the Company
had purchased 4,219,831 shares for $25,930,833, all of which was
held as treasury stock.

On February 8, 2001 the Company issued
200,000 shares of its Series AA Preferred Stock, par value
$1.00 per share (Series AA Preferred Stock) to
AT&T Wireless for aggregate cash proceeds of
$200.0 million. Each share of Series AA Preferred
Stock is entitled to cumulative annual dividends of 5.96% on the
liquidation preference of $1,000 per share, subject to certain
adjustments. Dividends accrue but will not be payable until the
fifth anniversary of the issuance of the Series AA
Preferred Stock. 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
$46.9 million for the six months ended June 30, 2002
consisting primarily of $40.9 million of dividends on its
12.25% and 13% Senior Exchangeable Preferred Stock through the
issuance of additional shares of such Preferred Stock and
$6.0 million of accrued dividends on its Series AA
Preferred Stock.

12



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DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


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

|                    |  |                 |  |            |             |        |  |           |            |           |  |             |      |            |  |                   |  |   |          |  |  |  |               |  |  |  |            | 
|------------------- |  | --------------- |  | ---------- | ----------- | ------ |  | --------- | ---------- | --------- |  | ----------- | ---- | ---------- |  | ----------------- |  | - | -------- |  |  |  | ------------- |  |  |  | ---------- | 
|                    |  |                 |  |            |             |        |  |           |            |           |  |             |      |            |  | Other            
|                    |  |                 |  |            |             |        |  |           |            |           |  |             |      |            |  | Features,        
|                    |  |                 |  | No. of     |             | No. of |  |           |            |           |  | Liquidation |      |            |  | Rights,          
|                    |  |                 |  | Shares     |             | Shares |  | Par Value |            |           |  | Preference  |      | Redemption |  | Preferences      
|Class               |  | Type            |  | Authorized |             | Issued |  | Per Share |            | Dividends |  | Per Share   |      | Date       |  | and Powers       
|                    |  |                 |  |            |             |        |  |           |            |           |  |             |      |            |  |                  
|Class A             |  | Common Stock    |  |            | 175,000,000 |        |  |           | 39,700,968 |           |  | $           | .001 |            |  | As declared       |  |   |         |  |  |  |              |  |  |  | Voting     | 
|Class B             |  | Common Stock    |  |            | 70,000,000  |        |  |           | 54,977,481 |           |  | $           | .001 |            |  | As declared       |  |   |         |  |  |  |              |  |  |  | Voting     | 
|Class C             |  | Common Stock    |  |            | 4,226       |        |  |           |           |           |  | $           | .001 |            |  | As declared       |  |   |         |  |  |  |              |  |  |  | Non-voting | 
|Class D             |  | Common Stock    |  |            | 33,000      |        |  |           |           |           |  | $           | .001 |            |  | As declared       |  |   |         |  |  |  |              |  |  |  | Non-voting | 
|                    |  |                 |  |            |             |        |  |           |            |           |  |             |      |            |  |                   |  |   |          |  |  |  |               |  |  |  |            | 
|                    |  |                 |  |            | 245,037,226 |        |  |           | 94,678,449 |           |  |             |      |            |  |                   |  |   |          |  |  |  |               |  |  |  |            | 
|                    |  |                 |  |            |             |        |  |           |            |           |  |             |      |            |  |                   |  |   |          |  |  |  |               |  |  |  |            | 
|Series AA           |  | Preferred Stock |  |            | 200,000     |        |  |           | 200,000    |           |  | $           | 1.00 |            |  | 5.96% Cumulative  |  | $ | 1,000    |  |  |  | Feb. 8, 2011  |  |  |  | Non-voting | 
|Senior Exchangeable |  | Preferred Stock |  |            | 734,000     |        |  |           | 390,531    |           |  | $           | 1.00 |            |  | 12.25% Cumulative |  | $ | 1,000    |  |  |  | Jan. 15, 2008 |  |  |  | Non-voting | 
|Senior Exchangeable |  | Preferred Stock |  |            | 500,000     |        |  |           | 250,582    |           |  | $           | 1.00 |            |  | 13% Cumulative    |  | $ | 1,000    |  |  |  | May 1, 2009   |  |  |  | Non-voting | 
|Class E             |  | Preferred Stock |  |            | 40,000      |        |  |           |           |           |  | $           | 1.00 |            |  | 15% Cumulative    |  | $ | 1,131.92 |  |  |  | Dec. 23, 2010 |  |  |  | Non-voting | 
|Other               |  | Preferred Stock |  |            | 4,526,000   |        |  |           |           |           |  | $           | 1.00 |            |  |                  |  |   |         |  |  |  |              |  |  |  |           | 
|                    |  |                 |  |            |             |        |  |           |            |           |  |             |      |            |  |                   |  |   |          |  |  |  |               |  |  |  |            | 
|                    |  |                 |  |            | 6,000,000   |        |  |           | 841,113    |           |  |             |      |            |  |                   |  |   |          |  |  |  |               |  |  |  |            | 
|                    |  |                 |  |            |             |        |  |           |            |           |  |             |      |            |  |                   |  |   |          |  |  |  |               |  |  |  |            | 

7.     Commitments

On November 16, 2001, the Company entered
into an equipment supply agreement in which the Company agreed
to purchase approximately $100.5 million of cell site and
switching equipment between November 16, 2001 and
December 31, 2004, to update the wireless systems for the
newly acquired and existing MSAs and RSAs. Of the commitment,
approximately $66.8 million remained at June 30, 2002.

The Company entered into another equipment supply
agreement with a second vendor on January 13, 1998 (as
amended through April 13, 2000). The Company agreed to
purchase approximately $131.0 million of cell site and
switching equipment between January 13, 1998 and
December 31, 2002, to update the wireless systems for the
newly acquired and existing MSAs and RSAs. Of this commitment,
approximately $9.1 million remained at June 30, 2002.

The Company expects to fulfill its purchase
commitments under both of these agreements prior to their
completion dates.

8.     Changes in
Accounting Policies and Procedures

In July 2001, the Financial Accounting Standards
Board (FASB) issued SFAS No. 141,
Business Combinations and No. 142,
Goodwill and Other Intangible Assets. These
standards prohibit the application of the pooling-of-interests
method of accounting for business combinations effective
June 30, 2001 and require companies to cease the
amortization of existing goodwill and intangible assets with
indefinite lives effective January 1, 2002. As required
under the new standards, the Company treats its wireless license
acquisition costs as indefinite life intangible assets. As a
result, effective January 1, 2002, the Company ceased the
amortization of wireless license acquisition costs. Instead, the
Company is testing its indefinite life intangible assets for
impairment at least annually and will only adjust the carrying
amount of these intangible assets upon an impairment of the
indefinite life intangible assets. During the three and six
months ended June 30, 2001, the Company recorded
approximately $16.1 million and $32.0 million of
amortization expense, net of income tax benefit, related to its
wireless license acquisition costs, respectively. Without this
amortization, the Companys net loss applicable to common
shareholders would have been $37.3 million and
$85.0 million for the three and six months ended
June 30, 2001, respectively. In addition, during 2001, the
Companys 50% owned unconsolidated subsidiary, American
Cellular, recorded approximately $14.5 million

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DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


and $29.0 million of amortization expense
related to its goodwill and approximately $8.8 million and
$17.0 million of amortization expense, net of income tax
benefit, related to its wireless license acquisition costs, for
the three and six months ended June 30, 2001, respectively.
Without this amortization, American Cellulars net loss
applicable to common stockholders would have been
$9.5 million and $25.5 million for the three and six
months ended June 30, 2001, respectively.

Through December 31, 2001, the
Companys accounting policy was to evaluate the carrying
value of its intangible assets based on its undiscounted cash
flows. However, as a result of implementing SFAS No. 142,
the Company is now required to evaluate the carrying value of
its indefinite life intangible assets using their fair values.
Upon implementation of SFAS No. 142 on January 1,
2002, the Company recorded a charge, net of income tax benefit,
of approximately $33.3 million to reflect the write-down of
its wireless license acquisition costs to their fair value and a
charge of approximately $140.8 million to reflect its equity in
the write-down of the wireless license acquisition costs of its
50% owned subsidiary, American Cellular to their fair values. In
addition, at June 30, 2002, American Cellular was not in
compliance with their total debt leverage ratio. Due to factors
and circumstances impacting American Cellular, American Cellular
concluded that it was necessary to re-evaluated the carrying
value of their goodwill and their indefinite life intangible
assets in accordance with SFAS No. 142. Based on this
evaluation, American Cellular concluded that there was an
impairment of their goodwill. Therefore, American Cellular
recorded an additional impairment loss totaling
$377.0 million, at June 30, 2002, as discussed in
Note 2.

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

9.     Reclassifications

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

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

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

Overview

We are one of the largest providers of rural and
suburban wireless communications systems in the United States.
We began providing wireless telephone services in 1990 in
Oklahoma and the Texas Panhandle. We have rapidly expanded our
wireless operations with an acquisition strategy targeting
underdeveloped rural and suburban areas, which have a
significant number of potential customers with substantial needs
for wireless communications. At June 30, 2002, our wireless
systems covered a population of approximately 6.4 million and we
had approximately 734,600 subscribers, with an aggregate market
penetration of approximately 11.6%. We serve markets in portions
of Alaska, Arizona, California, Kansas, Maryland, Michigan,
Missouri, New York, Ohio, Oklahoma, Pennsylvania, Texas and West
Virginia.

On February 25, 2000, we and AT&T
Wireless Services, Inc., through our equally-owned joint
venture, acquired American Cellular for approximately
$2.5 billion, including fees and expenses. As of
June 30, 2002, American Cellulars systems covered a
total population of approximately 5.0 million and had
approximately 657,900 subscribers, giving American Cellular an
aggregate market penetration of approximately 13.2%. We manage
American Cellular, whose markets have demographic
characteristics similar to ours, in portions of Illinois,
Kansas, Kentucky, Michigan, Minnesota, New York, Ohio, Oklahoma,
Pennsylvania, West Virginia and Wisconsin.

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

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

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without any further obligations. It is unclear at
this time whether Verizons appeal, even if successful,
would result in similar relief for the Company, or if the
proposed legislation will be enacted into law.


Discontinued Operations

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

Revenue

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

We derive service revenue by providing wireless
services to our subscribers. The industry has experienced
declining average revenue per minute as competition among
wireless service providers has led to reductions in rates for
airtime. The yield on our service revenue (service revenue
divided by subscriber minutes of use) was $0.22 and $0.26 per
minute for the three months ended June 30, 2002 and 2001,
respectively, and $0.23 and $0.28 per minute for the six months
ended June 30, 2002 and 2001, respectively. These declines
have been generally offset by significant increases in average
minutes-of-use per subscriber. The average minute-of-use per
subscriber increased 22.8% for both the three and six months
ended June 30, 2002, compared to the same periods in 2001,
respectively. We believe that the industry trend toward
increasing minutes of use per subscriber will continue to offset
declining revenues per minute of use due to the continued
popularity of single rate calling plans and the enhanced service
capacity of recently developed digital networks.

We derive roaming revenue by providing service to
subscribers of other wireless providers when those subscribers
roam into our markets and use our systems to carry
their calls. Roaming revenue accounted for 38.1% and 42.2% of
our operating revenue for the three months ended June 30,
2002 and 2001, respectively, and 37.2% and 40.6% for the six
months ended June 30, 2002 and 2001, respectively. Roaming
revenue typically yields higher average per minute rates and
higher margins than revenues from our subscribers. We achieve
these higher margins because we incur relatively lower
incremental costs related to network operations, billing,
customer service and collections in servicing roaming customers
as compared to our home subscribers. However, even though
roaming revenue yields have offered higher margins than revenue
from our subscribers, the yields are declining and are becoming
more comparable to yields from our subscribers due to increased
market pressures and competition between wireless providers. Our
roaming yield (roaming service revenues, which includes airtime,
toll charges and surcharges, divided by roaming minutes of use)
was $0.24 and $0.34 per minute for the three months ended
June 30, 2002 and 2001, respectively, and $0.25 and $0.35
per minute for the six months ended June 30, 2002 and 2001,
respectively. We believe that the trend of increasing roaming
minutes will continue to offset declining roaming yields.
Roaming minutes increased 33.6% and 36.3% for the three and six
months ended June 30, 2002, compared to the same periods in
2001, respectively. Roaming yields are decreasing as a result of
new contracts and scheduled rate reductions in existing
contracts. We believe these roaming contracts are beneficial
because they secure existing traffic and provide opportunity for
a continuing increase in the volume of traffic. Roaming revenue
tends to be impacted by seasonality. We typically have higher
roaming revenue during the second and third quarters of each
year, as users tend to travel more and, therefore, use their
wireless phones more during the spring and summer months.

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

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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. As discussed above with
regard to service revenue, there is a continuing trend toward
increasing minutes-of-use per subscriber. This includes minutes
used by our subscribers when they roam into other
providers markets. Consistent with this trend, our roaming
expense per minute has declined. This decline in expense per
minute has helped offset the increased expense from growth in
minutes-of-use per subscriber.

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.

While we expect to continue these discounts and
promotions, we believe that these promotions will result in
increased revenue from increases in the number of wireless
subscribers.

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

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

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

Critical Accounting Policies and
Practices

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

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

We depreciate our property, plant and equipment
and amortize our customer lists and certain other intangible
assets over their useful lives. These useful lives are based on
our estimates of the period that the assets will generate
revenue. We review our intangible assets for impairment whenever
events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. With the
implementation

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of SFAS No. 142, Goodwill and Other
Intangible Assets, which requires companies to cease the
amortization of existing goodwill and intangible assets with
indefinite lives, we treat our wireless license acquisition
costs as indefinite life intangible assets. As a result,
effective January 1, 2002, we ceased the amortization of
wireless license acquisition costs. Instead, we are testing
these licenses for impairment at least annually. This change in
policy has had and may continue to have a significant impact to
our results of operations and financial position. For the three
and six months ended June 30, 2001, the aggregate amount of
amortization expense, net of income tax benefit, attributable to
our wireless license acquisition costs was approximately
$16.1 million and $32.0 million. Without this
amortization, our net loss applicable to common shareholders
would have been $37.3 million and $85.0 million for
the three and six months ended June 30, 2001, respectively.
In addition, for the three and six months ended June 30,
2001, our 50% owned unconsolidated subsidiary, American
Cellular, recorded approximately $14.5 million and
$29.0 million of amortization expense and approximately
related to their goodwill and approximately $8.8 million
and $17.0 million of amortization expense, net of income
tax benefit, related to their wireless license acquisition
costs, respectively. Without this amortization, their net loss
applicable to common stockholders would have been
$9.5 million and $25.5 million for the three and six
months ended June 30, 2001, respectively.


Through December 31, 2001, our accounting
policy was to evaluate the carrying value of our intangible
assets based on our undiscounted cash flows. However, as a
result of implementing SFAS No. 142, we are now required to
evaluate the carrying value of our indefinite life intangible
assets using their fair values. Upon implementation of this new
pronouncement, we recorded a charge, net of income tax benefit,
of approximately $33.3 million to reflect the write-down of
our wireless license acquisition costs to their fair value and a
charge of approximately $140.8 million to reflect our 50%
share in the write-down of the wireless license acquisition
costs of our 50% owned subsidiary, American Cellular, to their
fair value. In addition, at June 30, 2002, American
Cellular was not in compliance with their total debt leverage
ratio. Due to factors and circumstances impacting American
Cellular, American Cellular concluded that it was necessary to
re-evaluated the carrying value of their goodwill and their
indefinite life intangible assets in accordance with SFAS
No. 142. Based on this evaluation, American Cellular
concluded that there was an impairment of their goodwill.
Therefore, American Cellular recorded an additional impairment
loss totaling $377.0 million, at June 30, 2002.

Results of Operations

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



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

Operating revenue.For the three months ended
June 30, 2002, our total operating revenue increased
$6.6 million, or 4.3%, to $159.9 million from
$153.3 million for the comparable period in 2001. Our total
service revenue, roaming revenue and equipment and other revenue
represented 59.0%, 38.1% and 2.9%, respectively, of total
operating revenue during the three months ended June 30,
2002 and 53.6%, 42.2% and 4.2%, respectively, of total operating
revenue during the three months ended June 30, 2001.

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

|                   |                             |                    |   |        |         |  |   |        |         | 
|------------------ | --------------------------- | ------------------ | - | ------ | ------- |  | - | ------ | ------- | 
|                   |                             |                   
|                   |                             | Three Months Ended
|                   |                             | June 30,          
|                   |                             |                   
|                   |                             | 2002               |   | 2001  
|                   |                             |                    |   |       
|                   |                             |                   
|                   |                             | ($ in thousands)  
|Operating revenue: |                             |                    |   |        |         |  |   |       
|                   | Service revenue             |                    | $ | 94,290 |         |  | $ | 82,222 |        
|                   | Roaming revenue             |                    |   | 60,875 |         |  |   | 64,642 |        
|                   | Equipment and other revenue |                    |   | 4,716  |         |  |   | 6,414  |        
|                   |                             |                    |   |        |         |  |   |       
|                   |                             | Total              |   | $      | 159,881 |  |   | $      | 153,278 | 
|                   |                             |                    |   |        |         |  |   |       

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For the three months ended June 30, 2002,
our service revenue increased $12.1 million, or 14.7%, to
$94.3 million from $82.2 million for the three months
ended June 30, 2001. This increase was primarily
attributable to our increased subscriber base. Our subscriber
base increased 13.3% to 734,600 at June 30, 2002 from
648,200 at June 30, 2001. Our average monthly service
revenue per subscriber has increased 2.3% to $45 from $44 for
the three months ended June 30, 2002 compared to the three
months ended June 30, 2001. Our average monthly service
revenue per subscriber continues to be positively impacted by
changes in the mix of digital and analog subscribers in our
subscriber base. On June 30, 2002, 83.0% of our subscriber
base was on digital rate plans compared to 61.6% at
June 30, 2001. 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.

For the three months ended June 30, 2002,
our roaming revenue decreased $3.7 million, or 5.8%, to
$60.9 million from $64.6 million for the three months
ended June 30, 2001. This decrease was attributable to a
29.4% decline in our roaming revenue per minute-of-use,
partially offset by a 33.6% increase in roaming minutes.

For the three months ended June 30, 2002,
our equipment and other revenue decreased $1.7 million, or
26.5%, to $4.7 million from $6.4 million for the three
months ended June 30, 2001. This decrease resulted from
increased phone discounts due to competitive market pressures
and a slow-down in the migration of existing analog subscribers
to digital service. We migrated 6,000 subscribers from
analog to digital during the three months ended June 30,
2002, compared to 28,500 for the same period in 2001.

Cost of service.For
the three months ended June 30, 2002, our total cost of
service increased $1.8 million, or 4.5%, to
$43.2 million from $41.4 million for the comparable
period in 2001. 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
$1.6 million due to increased charges by third party
wireless providers. The remaining increase of $0.2 million
was primarily the result of increased networking costs
associated with increases in our network capacity necessary to
handle minute-of-use growth. Minutes-of-use on our network
increased approximately 43.1% for the three months ended
June 30, 2002 compared to the same period in 2001.

Cost of equipment.For the three months ended
June 30, 2002, our cost of equipment decreased
$1.5 million, or 12.0%, to $11.3 million during 2002
from $12.8 million in 2001. This decrease primarily
resulted from a slow-down in the migration of existing
subscribers from analog to digital service.

Marketing and selling costs.For the three months ended
June 30, 2002, our marketing and selling costs increased
$0.5 million, or 2.5%, to $19.2 million from
$18.7 million for the three months ended June 30,
2001, due to a slight increase in gross subscriber additions.
Gross subscriber additions were 64,100 during the three months
ended June 30, 2002 compared to 63,300 gross subscriber
additions during the three months ended June 30, 2001.

General and administrative costs.For the three months ended
June 30, 2002, our general and administrative costs
increased $1.1 million, or 6.0%, to $19.5 million from
$18.4 million for the three months ended June 30,
2001. This increase was primarily the result of increased
infrastructure costs, including customer service, billing,
collections and administrative costs as a result of the overall
growth of our business. Our average monthly general and
administrative costs per average subscriber decreased 10% to $9
for 2002 compared to $10 for 2001. This decrease in general and
administrative costs per subscriber was primarily from continued
efficiencies gained from further integration of acquired
companies and increased economies of scale.

Depreciation and amortization expense.For the three months ended
June 30, 2002, our depreciation and amortization expense
decreased $23.3 million, or 51.5%, to $22.1 million
from $45.4 million for 2001. The decrease is a result of
implementing SFAS No. 142, Goodwill and Other
Intangible Assets, which required companies to stop
amortizing existing goodwill and intangible assets with
indefinite lives effective January 1, 2002. Under this new
rule we treat our wireless license acquisition costs as
indefinite life intangible assets. For

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the three months ended June 30, 2001, the
aggregate amount of amortization expense attributable to our
wireless license acquisition costs was approximately
$25.9 million.


Interest expense.For the three months ended
June 30, 2002, our interest expense decreased
$7.5 million, or 19.9%, to $30.2 million from
$37.7 million for the three months ended June 30,
2001. The decrease resulted primarily from the reduction of our
outstanding balance on our credit facility and decreased
interest rates.

Other income net.For the three months ended
June 30, 2002, our other income, primarily consisting of
interest income, decreased $0.9 million, or 35.9%, to
$1.5 million from $2.4 million for the three months
ended June 30, 2001.

Minority interests in income of subsidiaries.For the three months ended
June 30, 2002 and 2001, our minority interests in income of
subsidiaries remained constant at $1.6 million.

Loss from investment in joint venture.For the three months ended
June 30, 2002, our loss from investment in joint venture
increased $161.0 million, to $177.2 million, from
$16.2 million for the three months ended June 30,
2001. This increase is primarily from an impairment of goodwill
recognized by our 50% owned joint venture, American
Cellular.

Discontinued operations.For the three months ended
June 30, 2001, we had a loss of $3.0 million from
discontinued operations. This represents the operations from the
markets sold to Verizon Wireless during February 2002.

Net loss.For the
three months ended June 30, 2002, our net loss was
$108.2 million. Our net loss increased $76.3 million,
or 239.4%, from $31.9 million for the three months ended
June 30, 2001. The increase in our net loss was primarily
attributable to our loss from investment in joint venture,
offset by our decrease in amortization expense.

Dividends on preferred stock.For the three months ended
June 30, 2002, our dividends on preferred stock increased
$2.4 million, or 10.9%, to $23.9 million from
$21.5 million for the three months ended June 30,
2001. This increase was the result of additional dividends
cumulating on our 12.25% and 13% Senior Exchangeable
Preferred Stock.

Six Months
Ended June 30, 2002 Compared to Six Months Ended
June 30, 2001

Operating revenue.For the six months ended June 30,
2002, our total operating revenue increased $18.6 million,
or 6.5%, to $303.0 million from $284.4 million for the
comparable period in 2001. Our total service revenue, roaming
revenue and equipment and other revenue represented 59.7%, 37.2%
and 3.1%, respectively, of total operating revenue during the
six months ended June 30, 2002 and 55.1%, 40.6% and 4.3%,
respectively, of total operating revenue during the six months
ended June 30, 2001.

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

|                   |                             |                  |   |         |         |  |   |         |         | 
|------------------ | --------------------------- | ---------------- | - | ------- | ------- |  | - | ------- | ------- | 
|                   |                             |                 
|                   |                             | Six Months Ended
|                   |                             | June 30,        
|                   |                             |                 
|                   |                             | 2001             |   | 2000   
|                   |                             |                  |   |        
|                   |                             |                 
|                   |                             | ($ in thousands)
|Operating revenue: |                             |                  |   |         |         |  |   |        
|                   | Service revenue             |                  | $ | 180,963 |         |  | $ | 156,707 |        
|                   | Roaming revenue             |                  |   | 112,755 |         |  |   | 115,478 |        
|                   | Equipment and other revenue |                  |   | 9,288   |         |  |   | 12,253  |        
|                   |                             |                  |   |         |         |  |   |        
|                   |                             | Total            |   | $       | 303,006 |  |   | $       | 284,438 | 
|                   |                             |                  |   |         |         |  |   |        

For the six months ended June 30, 2002, our
service revenue increased $24.3 million, or 15.5%, to
$181.0 million from $156.7 million for the six months
ended June 30, 2001. This increase was primarily
attributable to our increased subscriber base. Our subscriber
base increased 13.3% to 734,600 at June 30, 2002

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from 648,200 at June 30, 2001. Even though
we have experienced increased competition and market pressure,
our average monthly service revenue per subscriber remained
constant at $43 for the six months ended June 30, 2002 and,
2001, because our average monthly service revenue per subscriber
continues to be positively impacted by changes in the mix of
digital and analog subscribers in our subscriber base. On
June 30, 2002, 83.0% of our subscriber base was on digital
rate plans compared to 61.6% at June 30, 2001. 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.


For the six months ended June 30, 2002, our
roaming revenue decreased $2.7 million, or 2.4%, to
$112.8 million from $115.5 million for the six months
ended June 30, 2001. This decrease was attributable to a
28.6% decline in our roaming revenue per minute-of-use,
partially offset by a 36.3% increase in roaming minutes in
our markets.

For the six months ended June 30, 2002, our
equipment and other revenue decreased $3.0 million, or
24.2%, to $9.3 million from $12.3 million for the six
months ended June 30, 2001 due to increased phone discounts
due to competitive market pressures and a slow-down in the
migration of existing analog subscribers to digital service. We
migrated 27,800 subscribers from analog to digital during the
six months ended June 30, 2002 compared to 52,800 for the
same period in 2001.

Cost of service.For
the six months ended June 30, 2002, our total cost of
service increased $6.2 million, or 8.0%, to
$83.9 million from $77.7 million for the comparable
period in 2001. 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
$0.5 million due to increased charges by third party
wireless providers. The remaining increase of $5.7 million
was primarily the result of increased networking costs
associated with increases in our network capacity necessary to
handle minute-of-use growth. Minute-of-use on our network
increased approximately 44.7% for the six months ended
June 30, 2002 compared to the same period in 2001.

Cost of equipment.For the six months ended June 30,
2002, our cost of equipment decreased $3.5 million, or
13.4%, to $22.6 million during 2002 from $26.1 million
in 2001. This decrease primarily resulted from a slow-down in
the migration of existing subscribers from analog to digital
service.

Marketing and selling costs.For the six months ended June 30,
2002, our marketing and selling costs decreased slightly
$0.2 million, or 0.6%, to $37.0 million from
$37.2 million for the six months ended June 30, 2001.
Gross subscriber additions were fairly constant at 127,300
during the six months ended June 30, 2002 compared to
126,700 gross subscriber additions during the six months ended
June 30, 2001.

General and administrative costs.For the six months ended June 30,
2002, our general and administrative costs increased
$1.8 million, or 4.7%, to $39.2 million from
$37.4 million for the six months ended June 30, 2001.
This increase was primarily the result of increased
infrastructure costs, including customer service, billing,
collections and administrative costs as a result of the overall
growth of our business. Our average monthly general and
administrative costs per average subscriber decreased 10.0% to
$9 for 2002 compared to $10 for 2001. This decrease in general
and administrative costs per subscriber was primarily from
continued efficiencies gained from further integration of
acquired companies and increased economies of scale.

Depreciation and amortization expense.For the six months ended June 30,
2002, our depreciation and amortization expense decreased
$46.8 million, or 52.1%, to $43.1 million from
$89.9 million for 2001. The decrease is a result of
implementing SFAS No. 142, Goodwill and Other
Intangible Assets, which required companies to stop
amortizing existing goodwill and intangible assets with
indefinite lives effective January 1, 2002. Under this new
rule we treat our wireless license acquisition costs as
indefinite life intangible assets. For the six months ended
June 30, 2001, the aggregate amount of amortization expense
attributable to our wireless license acquisition costs was
approximately $51.5 million.

Interest expense.For the six months ended June 30,
2002, our interest expense decreased $15.2 million, or
20.0%, to $60.9 million from $76.1 million for the six
months ended June 30, 2001. The decrease resulted primarily
from the reduction of our outstanding balance on our credit
facility and decreased interest rates.

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Other income, net.For the six months ended June 30,
2002, our other income, primarily consisting of interest income,
decreased $0.7 million, or 22.0%, to $2.8 million
$3.5 million for the six months ended June 30, 2001.

Minority interests in income of subsidiaries.For the six months ended June 30,
2002, our minority interests in income of subsidiaries increased
$0.4 million, or 12.7%, to $3.1 million from
$2.7 million in 2001. This increase was attributable to the
increased income earned from our subsidiaries in established
markets in which we do not own a 100% interest.

Loss from investment in joint venture.For the six months ended June 30,
2002, our loss from investment in joint venture increased
$149.1 million, to $184.4 million, from
$35.3 million for the six months ended June 30, 2001.
This increase is primarily from an impairment of goodwill
recognized by our 50% owned joint venture, American Cellular.

Discontinued operations.For the six months ended June 30,
2002, we had income from discontinued operations (including the
gain on sale) of $99.8 million, compared to a loss of
$3.9 million for the six months ended June 30, 2001.
This represents the gain from the sale of the markets sold to
Verizon Wireless during February 2002.

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

Net loss.For the
six months ended June 30, 2002, our net loss was
$188.7 million. Our net loss increased $112.7 million,
or 148.4%, from $76.0 million for the six months ended
June 30, 2001. The increase in our net loss was primarily
attributable to our cumulative effect of change in accounting
principle and our loss from investment in joint venture, offset
by the gain from the sale of discontinued operations.

Dividends on preferred stock.For the six months ended June 30,
2002, our dividends on preferred stock increased
$5.9 million, or 14.3%, to $46.9 million from
$41.0 million for the six months ended June 30, 2001.
This increase was primarily the result of dividends related to
our issuance of 200,000 shares of our Series AA Preferred
Stock on February 8, 2001, and the additional dividends
cumulating on our 12.25% and 13% Senior exchangeable Preferred
Stock.

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 June 30, 2002, we had working capital of
$185.2 million, a ratio of current assets to current
liabilities of 2:1 and an unrestricted cash balance of
$242.6 million, which compares to working capital of
$181.9 million, a ratio of current assets to current
liabilities of 1.9:1 and an unrestricted cash balance of
$161.6 million at December 31, 2001.

Our net cash provided by operating activities
totaled $51.5 million for the six months ended
June 30, 2002 compared to $13.8 million for the six
months ended June 30, 2001. The increase was primarily due
to increases in operating income.

Our net cash provided by investing activities
totaled $381.5 million for the six months ended
June 30, 2002, compared to net cash used in investing
activities of $155.3 million for the six months ended
June 30, 2001. The increase was primarily due to the net
proceeds from sale of certain markets to Verizon Wireless for a
total of approximately $349.7 million, less approximately
$14.1 million reserved in escrow.

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Net cash used in financing activities was
$351.9 million for the six months ended June 30, 2002
compared to net cash provided by financing activities of
$196.9 million for the six months ended June 30, 2001.
Financing activity sources for the six months ended
June 30, 2002 consisted primarily of proceeds from
long-term debt of $336.0 million, which was offset by
repayments of long-term debt totaling $676.5 million and
purchase of treasury stock of $7.5 million. For the six
months ended June 30, 2001, net cash provided by financing
was considerably higher compared to 2002, due to issuance of
preferred stock of $200.0 million and payments of long-term
debt of only $371.9 million compared to $676.5 million
in 2002.

Capital
Resources

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

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



| |   |                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | consolidate the indebtedness of two of our
    subsidiaries under a $160.0 million credit facility and a
    $250.0 million senior secured credit facility;
|
| |  | repurchase $159.7 million outstanding
    principal amount of our 11.75% senior notes due 2007; and                                                        
|
| |  | pay the cash portion of the costs of certain of
    our pending acquisitions.                                                                              

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

At June 30, 2002, this credit facility
included a $300.0 million revolving credit facility and
$304.3 million remaining of term loan facilities consisting
of a Term A Facility of $149.6 million, a Term B
Facility of $83.5 million and an additional Term B
Facility of $71.2 million. These loans begin to mature in
2007. As of June 30, 2002, we had $486.3 million
outstanding under this credit facility and we had
$118.0 million of availability.

Advances bear interest, at our option, on a prime
rate or LIBOR formula. The weighted average interest rate was
4.6% for the six months ended June 30, 2002. Our
obligations under the credit facility are secured by:



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

We are required to amortize the Term A
Facility with quarterly principal payments of $5.0 million,
which began on June 30, 2001, increasing over the term of
the loan to quarterly principal payments of $25.0 million.
We are required to amortize the Term B Facility with
quarterly principal payments of $375,000 from March 31,
2000 through December 31, 2006 and with quarterly principal
payments of $34.9 million during 2007. The company began
amortizing the additional $125.0 million portion of the
Term B Facility with quarterly principal payments of
$312,500 on June 30, 2000, and will continue through
March 31, 2007. These quarterly principal payments on the
addition Term B Facility will increase to
$29.1 million from June 30, 2007 through
March 31, 2008. Under certain circumstances, we are
required to make prepayments of proceeds received from
significant asset sales, new borrowings and sales of equity and
a portion of excess cash flow. When we completed the sale of
four licenses to Verizon Wireless for a total purchase price of
$348.0 million during February 2002, we permanently prepaid
approximately $248.4 million towards this credit facility.
In addition, we have the right to prepay the credit facility in
whole or in part at any time. As of June 30, 2002, we had
$486.3 million outstanding under the credit facility.

Our credit facility imposes a number of
restrictive covenants that, among other things, limit our
ability to incur additional indebtedness, create liens, make
capital expenditures and pay dividends. In addition, we are

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required to maintain certain financial ratios
with respect to the borrower and certain of its subsidiaries,
including, but not limited to:




| |   |                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a ratio of senior indebtedness to operating cash
    flow of initially not more than 7.75 to 1, decreasing over time
    to 5.00 to 1;                                                                                                      
|
| |  | a ratio of operating cash flow to debt service
    requirements of initially not less than 1.15 to 1, increasing
    over time to 1.50 to 1;                                                                                                
|
| |  | a ratio of operating cash flow to interest
    expense of initially not less than 1.40 to 1, increasing over
    time to 2.25 to 1;                                                                                                         
|
| |  | on or after June 30, 2002, a ratio of
    operating cash flow minus capital expenditures to the sum of
    debt service requirements and cash distributions of initially
    not less than 1.05 to 1, increasing over time to 1.15 to 1; and
|
| |  | a limitation of capital expenditures.                                                                                                                                                                                                       

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

Dobson/
Sygnet Senior Notes

Our subsidiary, Dobson/ Sygnet, has outstanding
$200.0 million aggregate principal amount of senior notes
that mature in 2008. The Dobson/ Sygnet notes bear interest at
an annual rate of 12.25%, payable semi-annually on each
June 15 and December 15. The Dobson/ Sygnet note
indenture contains restrictive covenants that, among other
things, limit the ability of Dobson/ Sygnet and its subsidiaries
to incur additional indebtedness, create liens, pay dividends or
make distributions in respect of their capital stock, make
investments or certain other restricted payments, sell assets,
redeem capital stock, issue or sell stock of restricted
subsidiaries, enter into transactions with stockholders or
affiliates or effect a consolidation or merger.

Sygnet
Wireless Credit Facility

Our indirect wholly-owned subsidiary, Sygnet
Wireless, is a party to a secured credit agreement for an
aggregate of $325.9 million, consisting of a
$37.4 million revolving credit facility and
$288.5 million of term loan facilities. Interest on the
revolving credit facility and the term loan facilities is based
on a prime rate or a LIBOR formula, and has ranged between 4.4%
and 10.5% since inception. As of June 30, 2002, we had
$296.0 million outstanding under the Sygnet credit facility
and we had $29.9 million of availability under the Sygnet
credit facility.

The obligations under the Sygnet credit facility
are secured by a pledge of the capital stock of Dobson/
Sygnets operating subsidiary as well as a lien on
substantially all of the assets of Dobson/ Sygnet and the assets
of its operating subsidiary. The Sygnet credit facilities
require that Dobson/ Sygnet and we maintain certain financial
ratios. The failure to maintain these ratios would constitute an
event of default, notwithstanding Dobson/ Sygnets ability
to meet its debt service obligations. The Sygnet credit
facilities amortize quarterly. The $37.4 million revolving
credit facility terminates on September 23, 2006. The
$288.5 million term loans terminate on December 23,
2007. The weighted average interest rate on the Dobson/ Sygnet
credit facilities was 5.0% for the six months ended
June 30, 2002.

American
Cellular Credit Facility and Senior Subordinated Notes

The American Cellular joint venture has a bank
credit facility of $1.34 billion with Bank of America N.A.,
as Administrative Agent and a group of participating lenders.
American Cellular has required, and will likely continue to
require, substantial capital to further develop, expand and
upgrade its wireless systems. The American Cellular joint
venture has budgeted approximately $55.0 million for
American Cellular capital expenditures in 2002, of which,
approximately $5.0 million to $10.0 million will be
used to begin their GSM/ GPRS overlay. At June 30, 2002,
American Cellular had $4.7 million of unrestricted cash and
$74.5 million in restricted cash, of which
$66.3 million of the restricted cash was in escrow to pay
interest. American Cellular

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anticipates that their cash flow from operations,
along with this cash, will be sufficient to meet their
short-term cash needs.


At December 31, 2000, American Cellular was
not in compliance with its interest coverage ratio covenant.
American Cellular received a waiver from the lenders for this
covenant violation. American Cellulars credit facility was
amended effective March 14, 2001, when American Cellular
permanently repaid $200.0 million of the term loan.
American Cellular used proceeds from the issuance of
$450.0 million Senior Subordinated Notes due 2009
(described below), to reduce the credit facility to
$1.55 billion. American Cellulars credit facility was
further amended effective June 4, 2001, when American
Cellular permanently repaid $201.3 million of the term
notes under the credit facility with proceeds from the issuance
of $250.0 million Senior Subordinated Notes due 2009
(described below) and the credit facility was reduced to
$1.34 billion. On September 27, 2001, American
Cellular and their lenders agreed to a third amendment to the
credit facility, which modified certain financial covenants
(described below). In addition to their financial covenants,
American Cellular is required to make prepayments of proceeds
received from significant asset sales, new borrowings and a
portion of excess cash flow. When American Cellular completed
the sale of Tennessee 4 RSA to Verizon Wireless for a total
purchase price of $202.0 million during February 2002, it
permanently reduced its credit facility by approximately
$190.0 million. The maximum availability of American
Cellulars credit facility is limited by restrictions, such
as certain financial ratios. As of June 30, 2002, American
Cellular had outstanding borrowings under its credit facility of
$915.6 million, with no additional amounts available for
future borrowings.

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



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

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

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

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June 30, 2002, American Cellular classified
all of their long-term debt as current. There continues to be
substantial doubt about American Cellulars ability to
continue as a going concern, as expressed in the independent
auditors report on American Cellulars 2001 financial
statements.


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



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

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

On June 15, 2000, we completed the private
placement of $300.0 million principal amount of our 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 our subsidiary, DOC LLC, and will continue using 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. Each share of Series AA Preferred Stock is
mandatorily exchangeable for one share of our Series A
Convertible Preferred Stock, par value $1.00 per share. Each
share of our Series A Convertible Preferred Stock will be
convertible into our Class A Common Stock at a conversion
price of $25.35 per share. At June 30, 2002, we had
200,000 shares of Series AA Preferred Stock issued and
outstanding.

As of June 30, 2002, we had issued and
outstanding 390,531 shares of 12.25% senior preferred stock
and 250,582 shares of our 13% senior preferred stock with
aggregate liquidation values of $400.8 million and
$256.1 million, respectively, including accrued stock
dividends. Each certificate of designation for our senior
preferred stock contains restrictive covenants, which may limit
our ability to incur indebtedness in the future.

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

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

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

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


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



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

We had capital expenditures of $42.8 million
for the six months ended June 30, 2002. We have budgeted
approximately $85.0 million for capital expenditures in
2002, of which, approximately $5.0 million to
$10.0 million will be used to begin our GSM/ GPRS overlay.
In addition, on September 14, 2001, our Board of Directors
authorized the expenditure of up to $80.0 million over the
next twelve months for the possible repurchase of shares of our
outstanding Class A Common Stock. Through June 30,
2002 we had purchased an aggregate of 4.2 million shares
for a total cost of $25.9 million. We may require
additional financing for future acquisitions, to refinance our
debt at its final maturities and to meet the mandatory
redemption provisions on our senior preferred stock. The amount
and timing of capital expenditures may vary depending on the
rate at which we expand and develop our wireless systems and
whether we consummate additional acquisitions.

On November 16, 2001, we agreed to purchase
approximately $100.5 million of cell site and switching
equipment from Nortel Networks Corp. prior to December 2004.
Approximately $66.8 million of the commitment remained
outstanding at June 30, 2002. Under another equipment
supply agreement, we agreed to purchase approximately
$131.0 million of cell site and switching equipment from
Lucent Technologies Inc. by December 31, 2002.
Approximately $9.1 million of the commitment remained
outstanding at June 30, 2002. We will finance our purchases
made under these commitments using cash flows from operations or
funds available under our credit facilities. We expect to
substantially fulfill our purchase commitments under both of
these agreements prior to their scheduled 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, of which
$91.2 million was refunded to us during April 2002. Verizon
Wireless has filed an appeal with the U.S. Court of Appeals
for the D.C. Circuit challenging the FCCs decision to
not refund the entirety of its down payment. Furthermore, bills
have been introduced in Congress that would compel the FCC to
return remaining deposits and allow winning bidders to elect to
exit the auction without any further obligations. It is unclear
at this time whether Verizons appeal, even if successful,
would result in similar relief for the Company, or if the
proposed legislation will be enacted into law.

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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. On August 31, 2001, the FCC reinstated
NextWaves licenses, but the FCC and other interested
parties have filed a petition for a writ of certiorari with the
United States Supreme Court. On March 4, 2002, the Supreme
Court granted the petition for a writ of certiorari. The Supreme
Court has scheduled oral argument for October 8, 2002. As a
result, 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.

If the decision of the Court of Appeals in the
NextWave litigation 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. It is
likely, however, that we will receive a refund of the balance of
our deposit attributable to the 11 licenses at that time.
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 may be forced to reevaluate the PCS component of our
previously announced strategy. However, if the decision of the
Court of Appeals is reversed and we are ultimately 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 and Sygnet credit facilities, the
remaining proceeds from the sale of $200.0 million of AA
preferred stock on February 8, 2001 to AT&T Wireless,
the sale of four licenses to Verizon Wireless in February 2002,
cash flows from operations and cash on hand will be sufficient
to satisfy our currently expected capital expenditures, working
capital and debt service obligations over the next year. The
actual amount and timing of our future capital requirements may
differ materially from our estimates as a result of, among other
things, the demand for our services and regulatory,
technological and competitive developments. We currently expect
that we may need to refinance our indebtedness at their
respective maturities commencing in 2006. We may also need to
refinance our mandatory redemption obligations under our senior
preferred stock. Sources of additional financing may include
commercial bank borrowings, vendor financing and the sale of
equity or debt securities. We cannot assure you that any such
financing will be available on acceptable terms or at all.

Effect of New Accounting Standards

In July 2001, the FASB issued SFAS No. 141,
Business Combinations and No. 142,
Goodwill and Other Intangible Assets. These
standards prohibit the application of the pooling-of-interests
method of accounting for business combinations effective
June 30, 2001 and require companies to cease amortization
of existing goodwill and intangible assets with indefinite lives
effective January 1, 2002. Under the new standards, we
treat our wireless license acquisition costs as indefinite life
intangible assets. As a result, effective January 1, 2002,
we are no longer amortizing wireless license acquisition costs.
Instead, we are testing for impairment of goodwill or indefinite
life intangible assets at least annually and will only adjust
the carrying amount of these intangible assets upon an
impairment of the goodwill or indefinite life intangible assets.
During the three and six months ended June 30, 2001, we
recorded approximately $16.1 million and $32.0 million
of amortization expense, net of income tax benefit, related to
our wireless license acquisition costs, respectively. Without
this amortization, our net loss applicable to common
shareholders would have been $37.3 million and
$85.0 million for the three and six months ended
June 30, 2001, respectively. In addition, our 50% owned
unconsolidated subsidiary, American Cellular, recorded
approximately $14.5 million

28



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##### Table of Contents



and $29.0 million of amortization expense
related to their goodwill and approximately $8.8 million
and $17.0 million of amortization expense, net of income
tax benefit, related to their wireless license acquisition
costs, for the three and six months ended June 30, 2001,
respectively. Without this amortization, American
Cellulars net loss applicable to common stockholders would
have been $9.5 million and $25.5 million for the three
and six months ended June 30, 2001, respectively, without
this amortization expense.


Through December 31, 2001, our accounting
policy was to evaluate the carrying value of our intangible
assets based on our undiscounted cash flows. However, as a
result of implementing SFAS No. 142, we are now required to
evaluate the carrying value of our indefinite life intangible
assets using their fair values. Upon implementation of SFAS
No. 142 on January 1, 2002, we recorded a charge, net
of income tax benefit, of approximately $33.3 million to
reflect the write-down of our wireless license acquisition costs
to their fair value and a charge of approximately
$140.8 million to reflect our equity in the write-down of
the wireless license acquisition costs of our 50% owned
subsidiary American Cellular, to their fair value. In addition,
at June 30, 2002, when American Cellular was not in
compliance with their total debt leverage ratio, they
re-evaluated the carrying value of their goodwill and their
indefinite life intangible assets in accordance with SFAS
No. 142. Based on this evaluation, American Cellular
concluded that there was an impairment of their goodwill.
Therefore, American Cellular recorded an additional impairment
loss totaling $377.0 million, as of June 30, 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. During the fourth quarter 2001, we entered into
definitive agreements to sell five markets, one of which is
owned by our 50% owned, indirect subsidiary, American Cellular.
With these agreements, we elected to early adopt this standard
during the fourth quarter of 2001, effective January 1,
2001, to properly reflect the operations, assets and liabilities
of these markets as discontinued operations in our condensed
consolidated financial statements.

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

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

29



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##### Table of Contents



Forward-Looking Statements

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






|        |                                                               
|------- | --------------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures
    about Market Risk

Our primary market risk relates to changes in
interest rates. Market risk is the potential loss arising from
adverse changes in market prices and rates, including interest
rates. We do not enter into derivatives or other 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
June 30, 2002, we had interest rate hedges under various
derivative contracts totaling $325.0 million on our
$486.3 million DOC LLC credit facility. The terms of these
agreements begin expiring from March 2002 through April 2003.
For the three months ended June 30, 2002 and 2001, the
interest expense related to the hedge was approximately
$3.9 million and $1.4 million, respectively, due to
the decline in current market interest rates. For the six months
ended June 30, 2002 and 2001, the interest expense related
to the hedge was approximately $7.8 million and
$2.1 million, respectively, due to the decline in current
market interest rates.

At June 30, 2002, we had long-term debt
outstanding of $1.3 billion, of which, $457.3 million
bears interest at floating rates. These rates averaged 4.9% for
the six months ended June 30, 2002. One percentage point of
an interest rate adjustment would change our interest expense on
an annual basis by approximately $4.6 million.

30



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##### Table of Contents






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

Our 2002 Annual Meeting of Stockholders was held
on June 4, 2002. At the meeting, the following items were
submitted to a vote of stockholders.



| |                                                                                
| | -------------------------------------------------------------------------------
| | (a) The following nominees were elected to
    serve on the Board of Directors:

|                      |  |                |             |                |  |  |           | 
|--------------------- |  | -------------- | ----------- | -------------- |  |  | --------- | 
|Name of Nominee       |  | Votes Cast for |             | Votes Withheld
|                      |  |                |             |               
|Justin L. Jaschke     |  |                | 539,246,871 |                |  |  | 2,336,118 | 
|Albert H. Pharis, Jr. |  |                | 540,938,989 |                |  |  | 644,000   | 



| |                                                                    
| | -------------------------------------------------------------------
| | The following will continue to serve on the Board
    of Directors:



| |                            
| | ---------------------------
| | Everett R. Dobson, Chairman
| | Russell L. Dobson          
| | Stephen T. Dobson          
| | Fred J. Hall               



| |                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) The implementation of the 2002 Employee
    Stock Purchase Plan for 2002 was ratified with 531,593,115 votes
    for, 1,084,541 votes against, and 23,800 abstentions.         
|
| | (c) The implementation of the 2002 Stock
    Incentive Plan, or 2002 Plan for 2002 was ratified with
    530,230,859 votes for, 2,443,084 votes against, and 27,513
    abstentions




Item 5.     Other
Information

Not applicable




Item 6.     Exhibits
and Reports on Form 8-K

(a) Exhibits

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

|        |  |                                                                                                                                                                                                                                                                                                                                                                   |  |           |             | 
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | ----------- | 
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                   |  | Method of
|Numbers |  | Description                                                                                                                                                                                                                                                                                                                                                       |  | Filing   
|        |  |                                                                                                                                                                                                                                                                                                                                                                   |  |          
|2.1     |  | Agreement and Plan of Merger dated
    October 5, 1999 among ACC Acquisition LLC, ACC Acquisition
    Co. and American Cellular Corporation.                                                                                                                                                                                                                      |  |           | (8)[2.11]   | 
|2.2     |  | Agreement and Plan of Recapitalization among
    Dobson Communications Corporation, Dobson Operating Company,
    Dobson CC Limited Partnership, Russell L. Dobson,
    J.W. Childs Equity Partners II, L.P., AT&T
    Wireless, Inc. and the other stockholders of Dobson
    Communications Corporations Class A Common Stock and
    Class D Preferred Stock. |  |           | (8)[2.15]   | 
|3.1     |  | Registrants Amended and Restated
    Certificate of Incorporation.                                                                                                                                                                                                                                                                                               |  |           | (8)[3.1]    | 
|3.2     |  | Registrants Amended and Restated By-laws.                                                                                                                                                                                                                                                                                                                        |  |           | (13)[3(ii)] | 

31



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|        |  |                                                                                                                                                                                                                                                                                                                                                                                                            |  |           |             | 
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | ----------- | 
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                            |  | Method of
|Numbers |  | Description                                                                                                                                                                                                                                                                                                                                                                                                |  | Filing   
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                            |  |          
|4.1     |  | Amended, Restated, and Consolidated Revolving
    Credit and Term Loan Agreement dated as of January 18, 2000
    among Dobson Operating Co., L.L.C., Banc of America Securities,
    LLC, Bank of America, N.A., Lehman Commercial Paper Inc. and TD
    Securities (USA) Inc., and First Union National Bank and
    PNC Bank, National Association, and the Lenders.                                    |  |           | (8)[4.6]    | 
|4.1.1   |  | Amendment, Waiver and Consent to the Dobson
    Operating Co., L.L.C., Credit Agreement dated as of
    June 19, 2000 among Dobson Operating Co., L.L.C., as
    Borrower, Bank of America, N.A., as Administrative Agent,
    Required Lenders and Guarantors                                                                                                                                             |  |           | (9)[10.2]   | 
|4.1.2   |  | Amendment and Consent dated November 24,
    2000 to Amended, Restated and Consolidated Revolving Credit and
    Term Loan Agreement                                                                                                                                                                                                                                                                       |  |           | (14)[4.3.2] | 
|4.1.3   |  | Amendment and Consent dated May 4, 2001 to
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                                                             |  |           | (18)[4.1.3] | 
|4.1.4   |  | Amendment dated August 1, 2001 to Amended,
    Restated and Consolidated Revolving Credit and Term Loan
    Agreement                                                                                                                                                                                                                                                                                      |  |           | (18)[4.1.4] | 
|4.1.5   |  | Amendment dated January 23, 2002 to the
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                                                                |  |           | (18)[4.1.5] | 
|4.2     |  | Indenture dated December 23, 1998 between
    Dobson/ Sygnet Communications Company, as Issuer, and United
    States Trust Company of New York, as Trustee.                                                                                                                                                                                                                                               |  |           | (2)[4.1]    | 
|4.3     |  | Collateral Pledge and Security Agreement dated
    December 23, 1998 between Dobson/ Sygnet Communications
    Company, as Pledgor, and NationsBanc Montgomery Securities LLC,
    Lehman Brothers Inc., First Union Capital Markets, a division of
    Wheat First Securities, Inc. and TD Securities (USA) Inc., as
    Initial Purchasers, and United States Trust Company of New York,
    as Trustee. |  |           | (3)[4.18]   | 
|4.4     |  | Form of Common Stock Certificate.                                                                                                                                                                                                                                                                                                                                                                          |  |           | (8)[4.16]   | 
|4.5     |  | Indenture dated June 22, 2000 by the
    Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                                                                            |  |           | (9)[4]      | 
|4.6     |  | Senior Debt Indenture dated as of July 18,
    2001, between the Registrant and The Bank of New York, as Trustee                                                                                                                                                                                                                                                                                           |  |           | (15)[4.2]   | 
|4.7.1   |  | Subordinated Debt Indenture dated as of
    July 18, 2001 between the Registrant and The Bank of New
    York, as Trustee                                                                                                                                                                                                                                                                                  |  |           | (15)[4.3]   | 
|4.7.2   |  | Certificate of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                                                            |  |           | (15)[4.4]   | 
|4.8     |  | Declaration of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                                                            |  |           | (15)[4.5]   | 
|4.9     |  | Indenture dated as February 28, 1997 between
    the Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                                                                |  |           | (5)[4.6]    | 
|4.10    |  | Credit agreement among the Agents and Lenders
    named therein and Sygnet Wireless Inc. (f/k/a Dobson/ Sygnet
    Operating Company) dated December 22, 1998                                                                                                                                                                                                                                              |  |           | (3)[4.4]    | 
|4.11    |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, Optional and Other Special Rights of
    the Registrants Series AA Preferred Stock                                                                                                                                                                                                                                        |  |           | (13)[4.1]   | 
|4.12    |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, optional and Other Special Rights of
    the Registrants Series A Convertible Preferred Stock                                                                                                                                                                                                                             |  |           | (13)[4.2]   | 
|10.1    |  | Registrants 2002 Employee Stock Purchase
    Plan                                                                                                                                                                                                                                                                                                                                                         |  |           | (20)[10.1]  | 
|10.1.1* |  | Registrants 1996 Stock Option Plan, as
    amended.                                                                                                                                                                                                                                                                                                                                                       |  |           | (3)[10.1.1] | 
|10.1.2* |  | Form of 2000-1 Amendment to the DCC 1996 Stock
    Option Plan.                                                                                                                                                                                                                                                                                                                                            |  |           | (8)[10.1.3] | 
|10.1.3* |  | Form of Dobson Communications Corporation 2000
    Stock Option Plan.                                                                                                                                                                                                                                                                                                                                      |  |           | (8)[10.1.4] | 
|10.2    |  | Registrants 2002 Stock Incentive Plan                                                                                                                                                                                                                                                                                                                                                                     |  |           | (20)[10.2]  | 

32



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##### Table of Contents



|        |  |                                                                                                                                                                                                        |  |           |               | 
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------- | ------------- | 
|Exhibit |  |                                                                                                                                                                                                        |  | Method of
|Numbers |  | Description                                                                                                                                                                                            |  | Filing   
|        |  |                                                                                                                                                                                                        |  |          
|10.3.1* |  | Letter dated June 3, 1996 from Registrant to
    Bruce R. Knooihuizen describing employment arrangement.                                                                                               |  |           | (5)[10.3.2]   | 
|10.3.2* |  | Letter dated October 15, 1996 from Fleet
    Equity Partners to Justin L. Jaschke regarding director
    compensation.                                                                                 |  |           | (5)[10.3.3]   | 
|10.3.3* |  | Letter dated October 28, 1997 from
    Registrant to R. Thomas Morgan describing employment
    arrangement.                                                                                           |  |           | (1)[10.3.5]   | 
|10.3.4* |  | Letter dated August 25, 1998 from Registrant
    to Richard D. Sewell, Jr. describing employment
    arrangement.                                                                                      |  |           | (3)[10.3.6]   | 
|10.3.5* |  | Consulting Agreement dated December 21, 1998
    between Registrant and Albert H. Pharis, Jr.                                                                                                          |  |           | (3)[10.3.7]   | 
|10.3.6* |  | Consulting Agreement dated August 15, 1998
    between the Registrant and Russell L. Dobson and Addendum
    thereto dated October 1, 1998.                                                            |  |           | (8)[10.3.8]   | 
|10.4    |  | General Purchase Agreement dated January 13,
    1998 between Lucent Technologies, Inc. and Dobson Cellular
    Systems, Inc., as amended                                                              |  |           | (1)[10.4.7]   | 
|10.4.1  |  | Amendment No. 1 to General Purchase
    Agreement between Dobson Cellular Systems and Lucent
    Technologies, Inc.                                                                                    |  |           | (10)[10.4.3]  | 
|10.5    |  | Operating Agreement dated January 16, 1998,
    as amended, between AT&T Wireless Services, Inc. and Dobson
    Cellular Systems, Inc.                                                                 |  |           | (8)[10.4.4]   | 
|10.5.1  |  | Second Addendum to Operating Agreement between
    AT&T Wireless Services, Inc. and its Affiliates and Dobson
    Cellular Systems, Inc. and its Affiliates dated May 8, 2002                          |  |           | (19)[10.5.1]  | 
|10.6   |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated as
    of November 16, 2001.                                                             |  |           | (18)[10.6]    | 
|10.7    |  | Second Amended and Restated Partnership Agreement
    of Gila River Cellular General Partnership dated
    September 30, 1997                                                                          |  |           | (7)[10.8]     | 
|10.8    |  | Stockholder and Investor Rights Agreement dated
    January 31, 2000 among the Registrant and the Shareholders
    listed therein (without exhibits).                                                  |  |           | (8)[10.7.2.3] | 
|10.8.1  |  | Amendment No. 1 to Stockholder and Investor
    rights Agreement among AT&T Wireless Services, Inc., the
    Registrant, and certain other parties                                                     |  |           | (13)[10.4]    | 
|10.9   |  | License Agreement dated October 8, 2001
    between Dobson Communications Corporations and H.O. Systems, Inc.                                                                                          |  |           | (18)[10.9]    | 
|10.10*  |  | Form of Dobson Communications Corporation
    Director Indemnification Agreement.                                                                                                                      |  |           | (8)[10.9]     | 
|10.11   |  | Agreement and Plan of Reorganization and
    Corporation Separation between Dobson Communications Corporation
    and Logix Communications Enterprises dated January 24, 2000                          |  |           | (8)[10.10]    | 
|10.12   |  | Agreement by and among Dobson Communications
    Corporation and Dobsons shareholders regarding the
    distribution of Logix Communications Enterprises, Inc. stock.                                 |  |           | (8)[10.11]    | 
|10.13   |  | Second Amended and Restated Limited Liability
    Company Agreement of ACC Acquisition LLC between AT&T
    Wireless JV Co. and Dobson JV Company dated as of
    February 25, 2000.                   |  |           | (11)[10.1]    | 
|10.14   |  | Amended and Restated Supplemental Agreement among
    AT&T Wireless, Dobson Communications Corporation, Dobson CC
    Limited Partnership, and other signatories thereto, dated
    February 25, 2000. |  |           | (11)[10.1.1]  | 
|10.15   |  | Amended and Restated Management Agreement between
    Dobson Cellular Systems, Inc. and ACC Acquisition LLC dated as
    of February 25, 2000.                                                         |  |           | (11)[10.2]    | 

33



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



---



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



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



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

34



---



##### Table of Contents





|    |                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(9) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on July 6, 2000, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.



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

(b) Reports on Form 8-K

The Registrant filed a Current Report on
Form 8-K on May 16, 2002, which reported the
Registrants subsidiary, Dobson Cellular Systems, Inc. and
AT&T Wireless Services, Inc. amended the Operating Agreement
between them originally dated April 16, 1998, as amended,
to extend the term of the operating agreement until
June 20, 2007 and to establish rates for the remaining term
of their operating agreement. In addition, the Registrants
50% owned joint venture, ACC Acquisition, LLC, and AT&T
Wireless Services, Inc. amended the amended and restated
operating agreement between them originally dated
February 25, 2000 to establish rates for the amended and
restated operating agreement through June 30, 2007, under
Item 5. Other Events.

The Registrant filed a Current Report on
Form 8-K on June 14, 2002, which reported the
Registrants shareholders approved the Dobson
Communications Corporation 2002 Employee Stock purchase Plan and
the Dobson Communications Corporations 2002 Stock Incentive
Plan, under Item 5. Other Events.

The Registrant filed a Current Report on
Form 8-K on June 27, 2002, which reported the
Registrant change in certifying accountants from Arthur Andersen
LLP (Andersen) to KPMG LLP (KPMG), under
Item 4. Changes in Registrants Certifying
Accountant.

35



---



##### Table of Contents






SIGNATURES

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



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

|                      |  |                                                      
|--------------------- |  | -----------------------------------------------------
|                     
|Date: August 13, 2002 |  | /s/ EVERETT R. DOBSON                                
|                      |  |                                                      
|                      |  | Everett R. Dobson                                    
|                      |  | Chairman of the Board and
    Chief Executive Officer
|Date: August 13, 2002 |  | /s/ BRUCE R. KNOOIHUIZEN                             
|                      |  |                                                      
|                      |  | Bruce R. Knooihuizen                                 
|                      |  | Vice President and Chief Financial
    Officer       
|                      |  | (principal financial officer)                        

36



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##### Table of Contents






EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                            |  |           |             | 
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | ----------- | 
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                            |  | Method of
|Numbers |  | Description                                                                                                                                                                                                                                                                                                                                                                                                |  | Filing   
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                            |  |          
|2.1     |  | Agreement and Plan of Merger dated
    October 5, 1999 among ACC Acquisition LLC, ACC Acquisition
    Co. and American Cellular Corporation.                                                                                                                                                                                                                                                               |  |           | (8)[2.11]   | 
|2.2     |  | Agreement and Plan of Recapitalization among
    Dobson Communications Corporation, Dobson Operating Company,
    Dobson CC Limited Partnership, Russell L. Dobson,
    J.W. Childs Equity Partners II, L.P., AT&T
    Wireless, Inc. and the other stockholders of Dobson
    Communications Corporations Class A Common Stock and
    Class D Preferred Stock.                                          |  |           | (8)[2.15]   | 
|3.1     |  | Registrants Amended and Restated
    Certificate of Incorporation.                                                                                                                                                                                                                                                                                                                                        |  |           | (8)[3.1]    | 
|3.2     |  | Registrants Amended and Restated By-laws.                                                                                                                                                                                                                                                                                                                                                                 |  |           | (13)[3(ii)] | 
|4.1     |  | Amended, Restated, and Consolidated Revolving
    Credit and Term Loan Agreement dated as of January 18, 2000
    among Dobson Operating Co., L.L.C., Banc of America Securities,
    LLC, Bank of America, N.A., Lehman Commercial Paper Inc. and TD
    Securities (USA) Inc., and First Union National Bank and PNC
    Bank, National Association, and the Lenders.                                    |  |           | (8)[4.6]    | 
|4.1.1   |  | Amendment, Waiver and Consent to the Dobson
    Operating Co., L.L.C., Credit Agreement dated as of
    June 19, 2000 among Dobson Operating Co., L.L.C., as
    Borrower, Bank of America, N.A., as Administrative Agent,
    Required Lenders and Guarantors                                                                                                                                             |  |           | (9)[10.2]   | 
|4.1.2   |  | Amendment and Consent dated November 24,
    2000 to Amended, Restated and Consolidated Revolving Credit and
    Term Loan Agreement                                                                                                                                                                                                                                                                       |  |           | (14)[4.3.2] | 
|4.1.3   |  | Amendment and Consent dated May 4, 2001 to
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                                                             |  |           | (18)[4.1.3] | 
|4.1.4   |  | Amendment dated August 1, 2001 to Amended,
    Restated and Consolidated Revolving Credit and Term Loan
    Agreement                                                                                                                                                                                                                                                                                      |  |           | (18)[4.1.4] | 
|4.1.5   |  | Amendment dated January 23, 2002 to the
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                                                                |  |           | (18)[4.1.5] | 
|4.2     |  | Indenture dated December 23, 1998 between
    Dobson/ Sygnet Communications Company, as Issuer, and United
    States Trust Company of New York, as Trustee.                                                                                                                                                                                                                                               |  |           | (2)[4.1]    | 
|4.3     |  | Collateral Pledge and Security Agreement dated
    December 23, 1998 between Dobson/ Sygnet Communications
    Company, as Pledgor, and NationsBanc Montgomery Securities LLC,
    Lehman Brothers Inc., First Union Capital Markets, a division of
    Wheat First Securities, Inc. and TD Securities (USA) Inc.,
    as Initial Purchasers, and United States Trust Company of New
    York, as Trustee. |  |           | (3)[4.18]   | 
|4.4     |  | Form of Common Stock Certificate.                                                                                                                                                                                                                                                                                                                                                                          |  |           | (8)[4.16]   | 
|4.5     |  | Indenture dated June 22, 2000 by the
    Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                                                                            |  |           | (9)[4]      | 
|4.6     |  | Senior Debt Indenture dated as of July 18,
    2001, between the Registrant and The Bank of New York, as Trustee                                                                                                                                                                                                                                                                                           |  |           | (15)[4.2]   | 
|4.7.1   |  | Subordinated Debt Indenture dated as of
    July 18, 2001 between the Registrant and The Bank of New
    York, as Trustee                                                                                                                                                                                                                                                                                  |  |           | (15)[4.3]   | 
|4.7.2   |  | Certificate of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                                                            |  |           | (15)[4.4]   | 
|4.8     |  | Declaration of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                                                                                            |  |           | (15)[4.5]   | 
|4.9     |  | Indenture dated as February 28, 1997 between
    the Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                                                                |  |           | (5)[4.6]    | 
|4.10    |  | Credit agreement among the Agents and Lenders
    named therein and Sygnet Wireless Inc. (f/k/a Dobson/ Sygnet
    Operating Company) dated December 22, 1998                                                                                                                                                                                                                                              |  |           | (3)[4.4]    | 
|4.11    |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, Optional and Other Special Rights of
    the Registrants Series AA Preferred Stock                                                                                                                                                                                                                                        |  |           | (13)[4.1]   | 



---



##### Table of Contents



|        |  |                                                                                                                                                                                      |  |           |               | 
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------- | ------------- | 
|Exhibit |  |                                                                                                                                                                                      |  | Method of
|Numbers |  | Description                                                                                                                                                                          |  | Filing   
|        |  |                                                                                                                                                                                      |  |          
|4.12    |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, optional and Other Special Rights of
    the Registrants Series A Convertible Preferred Stock       |  |           | (13)[4.2]     | 
|10.1    |  | Registrants 2002 Employee Stock Purchase
    Plan                                                                                                                                   |  |           | (20)[10.1]    | 
|10.1.1* |  | Registrants 1996 Stock Option Plan, as
    amended.                                                                                                                                 |  |           | (3)[10.1.1]   | 
|10.1.2* |  | Form of 2000-1 Amendment to the DCC 1996 Stock
    Option Plan.                                                                                                                      |  |           | (8)[10.1.3]   | 
|10.1.3* |  | Form of Dobson Communications Corporation 2000
    Stock Option Plan.                                                                                                                |  |           | (8)[10.1.4]   | 
|10.2    |  | Registrants 2002 Stock Incentive Plan                                                                                                                                               |  |           | (20)[10.2]    | 
|10.3.1* |  | Letter dated June 3, 1996 from Registrant to
    Bruce R. Knooihuizen describing employment arrangement.                                                                             |  |           | (5)[10.3.2]   | 
|10.3.2* |  | Letter dated October 15, 1996 from Fleet
    Equity Partners to Justin L. Jaschke regarding director
    compensation.                                                               |  |           | (5)[10.3.3]   | 
|10.3.3* |  | Letter dated October 28, 1997 from
    Registrant to R. Thomas Morgan describing employment arrangement.                                                                             |  |           | (1)[10.3.5]   | 
|10.3.4* |  | Letter dated August 25, 1998 from Registrant
    to Richard D. Sewell, Jr. describing employment
    arrangement.                                                                    |  |           | (3)[10.3.6]   | 
|10.3.5* |  | Consulting Agreement dated December 21, 1998
    between Registrant and Albert H. Pharis, Jr.                                                                                        |  |           | (3)[10.3.7]   | 
|10.3.6* |  | Consulting Agreement dated August 15, 1998
    between the Registrant and Russell L. Dobson and Addendum
    thereto dated October 1, 1998.                                          |  |           | (8)[10.3.8]   | 
|10.4    |  | General Purchase Agreement dated January 13,
    1998 between Lucent Technologies, Inc. and Dobson Cellular
    Systems, Inc., as amended                                            |  |           | (1)[10.4.7]   | 
|10.4.1  |  | Amendment No. 1 to General Purchase
    Agreement between Dobson Cellular Systems and Lucent
    Technologies, Inc.                                                                  |  |           | (10)[10.4.3]  | 
|10.5    |  | Operating Agreement dated January 16, 1998,
    as amended, between AT&T Wireless Services, Inc. and Dobson
    Cellular Systems, Inc.                                               |  |           | (8)[10.4.4]   | 
|10.5.1  |  | Second Addendum to Operating Agreement between
    AT&T Wireless Services, Inc. and its Affiliates and Dobson
    Cellular Systems, Inc. and its Affiliates dated May 8, 2002        |  |           | (19)[10.5.1]  | 
|10.6   |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated as
    of November 16, 2001.                                           |  |           | (18)[10.6]    | 
|10.7    |  | Second Amended and Restated Partnership Agreement
    of Gila River Cellular General Partnership dated
    September 30, 1997                                                        |  |           | (7)[10.8]     | 
|10.8    |  | Stockholder and Investor Rights Agreement dated
    January 31, 2000 among the Registrant and the Shareholders
    listed therein (without exhibits).                                |  |           | (8)[10.7.2.3] | 
|10.8.1  |  | Amendment No. 1 to Stockholder and Investor
    rights Agreement among AT&T Wireless Services, Inc., the
    Registrant, and certain other parties                                   |  |           | (13)[10.4]    | 
|10.9   |  | License Agreement dated October 8, 2001
    between Dobson Communications Corporations and H.O. Systems, Inc.                                                                        |  |           | (18)[10.9]    | 
|10.10*  |  | Form of Dobson Communications Corporation
    Director Indemnification Agreement.                                                                                                    |  |           | (8)[10.9]     | 
|10.11   |  | Agreement and Plan of Reorganization and
    Corporation Separation between Dobson Communications Corporation
    and Logix Communications Enterprises dated January 24, 2000        |  |           | (8)[10.10]    | 
|10.12   |  | Agreement by and among Dobson Communications
    Corporation and Dobsons shareholders regarding the
    distribution of Logix Communications Enterprises, Inc. stock.               |  |           | (8)[10.11]    | 
|10.13   |  | Second Amended and Restated Limited Liability
    Company Agreement of ACC Acquisition LLC between AT&T
    Wireless JV Co. and Dobson JV Company dated as of
    February 25, 2000. |  |           | (11)[10.1]    | 



---



##### Table of Contents



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



---



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



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



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



---



##### Table of Contents





|    |                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(8) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-1 (Registration
    No. 333-90759), as the exhibit number indicated in brackets
    and incorporated by reference herein.
|   
|(9) | Filed as an exhibit to the Registrants
    Current Report on Form 8-K filed on July 6, 2000, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.               



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