##### Table of Contents









UNITED STATES 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
    September 30, 2003                                       
|  
|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                                                                                   |  | 73-1513309                              
|(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

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Exchange
Act).     Yes o          No þ

As of November 3, 2003, there were
119,997,356 shares of registrants $.001 par
value Class A common stock outstanding and
19,418,021 shares of the registrants $.001 par
value Class B common stock outstanding.



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TABLE OF CONTENTS



|                                            |                                                                                               |                                                                     |  |  |  |  |  | 
|------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION              
|                                            | Item 1. Financial Statements                                                                 
|                                            |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                              
|                                            |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                    
|                                            |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
|                                            |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                    
|                                            |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS               
|                                            | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                            | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|                                            | Item 4. Controls and Procedures                                                              
|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                                 
|EX-31.1 Rule 13a-14(a) Certification by CEO
|EX-31.2 Rule 13a-14(a) Certification by CFO
|EX-32.1 Section 1350 Certification by CEO  
|EX-32.2 Section 1350 Certification by CFO  



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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
    September 30, 2003 and December 31, 2002                                 |  |  | 2  | 
|                                  |   |  |  | Condensed Consolidated Statements of Operations
    for the Three and Nine Months Ended September 30, 2003 and
    2002  |  |  | 3  | 
|                                  |   |  |  | Condensed Consolidated Statements of
    Stockholders Equity (Deficit) for the Nine Months Ended
    September 30, 2003 |  |  | 4  | 
|                                  |   |  |  | Condensed Consolidated Statements of Cash Flows
    for the Nine Months Ended September 30, 2003 and 2002                |  |  | 5  | 
|                                  |   |  |  | Notes to Condensed Consolidated Financial
    Statements                                                                 |  |  | 6  | 
|                                  | 2 |  |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations                                |  |  | 24 | 
|                                  | 3 |  |  | Quantitative and Qualitative Disclosure about
    Market Risk                                                            |  |  | 38 | 
|                                  | 4 |  |  | Controls and Procedures                                                                                                  |  |  | 38 | 
|                                 
|PART II. OTHER INFORMATION       
|                                  | 1 |  |  | Legal Proceedings                                                                                                        |  |  | 39 | 
|                                  | 2 |  |  | Changes in Securities and Use of Proceeds                                                                                |  |  | 39 | 
|                                  | 3 |  |  | Defaults Upon Senior Securities                                                                                          |  |  | 39 | 
|                                  | 4 |  |  | Submission of Matters to a Vote of Security
    Holders                                                                  |  |  | 39 | 
|                                  | 5 |  |  | Other Information                                                                                                        |  |  | 40 | 
|                                  | 6 |  |  | Exhibits and Reports on Form 8-K                                                                                         |  |  | 40 | 

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


|                                                   |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |               |               |               | 
|-------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | -------------------------------------------------------- | ------------- | ------------- | ------------- | ----------- | ------------- | ------------- | ------------- | 
|                                                   |                                                                                                                                                                                    | September 30,                        |                                                          | December 31, 
|                                                   |                                                                                                                                                                                    | 2003                                 |                                                          | 2002         
|                                                   |                                                                                                                                                                                    |                                      |                                                          |              
|                                                   |                                                                                                                                                                                    | (Unaudited)                          |                                                          |              
|ASSETS                                            
|CURRENT ASSETS:                                    |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |              
|                                                   | Cash and cash equivalents                                                                                                                                                          |                                      | $                                                        | 229,403,514   |               |               | $           | 294,202,659   |              
|                                                   | Restricted cash and investments                                                                                                                                                    |                                      |                                                          | 11,500,842    |               |               |             | 7,098,254     |              
|                                                   | Accounts receivable                                                                                                                                                                |                                      |                                                          | 115,112,513   |               |               |             | 58,632,227    |              
|                                                   | Inventory                                                                                                                                                                          |                                      |                                                          | 18,351,244    |               |               |             | 6,193,855     |              
|                                                   | Prepaid expenses and other                                                                                                                                                         |                                      |                                                          | 14,640,099    |               |               |             | 6,044,660     |              
|                                                   |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |              
|                                                   |                                                                                                                                                                                    | Total current assets                 |                                                          |               | 389,008,212   |               |             |               | 372,171,655   |              
|                                                   |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |              
|PROPERTY, PLANT AND EQUIPMENT, net                 |                                                                                                                                                                                    |                                      | 534,409,536                                              |               |               |               | 271,702,926 |              
|                                                   |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |              
|OTHER ASSETS:                                      |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |              
|                                                   | Receivables  affiliate                                                                                                                                                            |                                      |                                                          |              |               |               |             | 784,284       |              
|                                                   | Restricted assets                                                                                                                                                                  |                                      |                                                          | 525,000       |               |               |             | 7,098,253     |              
|                                                   | Wireless license acquisition costs                                                                                                                                                 |                                      |                                                          | 1,707,141,166 |               |               |             | 1,035,547,289 |              
|                                                   | Deferred financing costs, net                                                                                                                                                      |                                      |                                                          | 46,144,562    |               |               |             | 49,950,466    |              
|                                                   | Other intangibles, net                                                                                                                                                             |                                      |                                                          | 102,422,670   |               |               |             | 18,796,563    |              
|                                                   | Goodwill                                                                                                                                                                           |                                      |                                                          | 676,369,002   |               |               |             |              |              
|                                                   | Deposits                                                                                                                                                                           |                                      |                                                          | 5,888,089     |               |               |             | 1,914,800     |              
|                                                   | Other non-current assets                                                                                                                                                           |                                      |                                                          | 1,934,400     |               |               |             | 25,249,272    |              
|                                                   | Assets of discontinued operations                                                                                                                                                  |                                      |                                                          |              |               |               |             | 178,056,420   |              
|                                                   |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |              
|                                                   |                                                                                                                                                                                    | Total other assets                   |                                                          |               | 2,540,424,889 |               |             |               | 1,317,397,347 |              
|                                                   |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |              
|                                                   |                                                                                                                                                                                    |                                      | Total assets                                             |               | $             | 3,463,842,637 |             |               | $             | 1,961,271,928 | 
|                                                   |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |              
|                                                  
|LIABILITIES AND STOCKHOLDERS EQUITY
    (DEFICIT)
|CURRENT LIABILITIES:                               |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |              
|                                                   | Accounts payable                                                                                                                                                                   |                                      | $                                                        | 125,973,325   |               |               | $           | 52,105,963    |              
|                                                   | Accrued expenses                                                                                                                                                                   |                                      |                                                          | 32,231,648    |               |               |             | 19,714,006    |              
|                                                   | Accrued interest                                                                                                                                                                   |                                      |                                                          | 35,124,644    |               |               |             | 24,515,509    |              
|                                                   | Deferred revenue and customer deposits                                                                                                                                             |                                      |                                                          | 25,837,222    |               |               |             | 12,837,967    |              
|                                                   | Current portion of long-term debt                                                                                                                                                  |                                      |                                                          | 1,000,000     |               |               |             | 50,704,238    |              
|                                                   | Accrued dividends payable                                                                                                                                                          |                                      |                                                          | 14,336,490    |               |               |             | 37,251,136    |              
|                                                   | Current portion of obligations under capital
    leases                                                                                                                            |                                      |                                                          | 898,553       |               |               |             | 1,324,267     |              
|                                                   |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |              
|                                                   |                                                                                                                                                                                    | Total current liabilities            |                                                          |               | 235,401,882   |               |             |               | 198,453,086   |              
|                                                   |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |              
|OTHER LIABILITIES:                                 |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |              
|                                                   | Long-term debt, net of current portion                                                                                                                                             |                                      |                                                          | 2,102,547,290 |               |               |             | 1,222,435,718 |              
|                                                   | Deferred tax liabilities                                                                                                                                                           |                                      |                                                          | 273,905,313   |               |               |             | 51,801,039    |              
|                                                   | Senior exchangeable preferred stock, net                                                                                                                                           |                                      |                                                          | 531,451,703   |               |               |             |              |              
|                                                   | Other non-current liabilities                                                                                                                                                      |                                      |                                                          | 14,351,540    |               |               |             | 10,501,930    |              
|                                                   | Liabilities of discontinued operations                                                                                                                                             |                                      |                                                          |              |               |               |             | 62,808,416    |              
|Commitments (Note 9)                               |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |              
|                                                   | Senior exchangeable preferred stock, net                                                                                                                                           |                                      |                                                          |              |               |               |             | 558,343,563   |              
|                                                   | Series AA Preferred Stock                                                                                                                                                          |                                      |                                                          |              |               |               |             | 200,000,000   |              
|                                                   | Series F Convertible Preferred Stock                                                                                                                                               |                                      |                                                          | 122,535,599   |               |               |             |              |              
|STOCKHOLDERS EQUITY (DEFICIT):                    |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |              
|                                                   | Class A Common Stock, $.001 par value,
    175,000,000 shares authorized and 119,989,856 and
    39,700,968 issued at September 30, 2003 and
    December 31, 2002, respectively   |                                      |                                                          | 119,990       |               |               |             | 39,701        |              
|                                                   | Class B Common Stock, $.001 par value,
    70,000,000 shares authorized and 19,418,021 and
    54,977,481 shares issued September 30, 2003 and
    December 31, 2002, respectively |                                      |                                                          | 19,418        |               |               |             | 54,978        |              
|                                                   | Class C Common Stock, $.001 par value,
    4,226 shares authorized and zero shares issued at
    September 30, 2003 and December 31, 2002                                          |                                      |                                                          |              |               |               |             |              |              
|                                                   | Class D Common Stock, $.001 par value,
    33,000 shares authorized and zero shares issued at
    September 30, 2003 and December 31, 2002                                         |                                      |                                                          |              |               |               |             |              |              
|                                                   | Paid-in capital                                                                                                                                                                    |                                      |                                                          | 1,205,110,029 |               |               |             | 674,023,222   |              
|                                                   | Retained deficit                                                                                                                                                                   |                                      |                                                          | (987,324,670  | )             |               |             | (989,852,500  | )            
|                                                   | Accumulated other comprehensive loss, net of
    income tax benefit of $662,381 at December 31, 2002                                                                               |                                      |                                                          |              |               |               |             | (1,080,726    | )            
|                                                   | Less 5,765,136 and 4,569,131 common shares held
    in treasury, at cost at September 30, 2003 and
    December 31, 2002, respectively                                             |                                      |                                                          | (34,275,457   | )             |               |             | (26,256,499   | )            
|                                                   |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |              
|                                                   |                                                                                                                                                                                    | Total stockholders equity (deficit) |                                                          |               | 183,649,310   |               |             |               | (343,071,824  | )            
|                                                   |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |              
|                                                   |                                                                                                                                                                                    |                                      | Total liabilities and stockholders equity
    (deficit) |               | $             | 3,463,842,637 |             |               | $             | 1,961,271,928 | 
|                                                   |                                                                                                                                                                                    |                                      |                                                          |               |               |               |             |              

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       |             | Nine Months Ended
|                                                                                       |                                                                                                                                                                                                                   | September 30,            |             | September 30,    
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                  
|                                                                                       |                                                                                                                                                                                                                   | 2003                     |             | 2002              |             | 2003 |            | 2002       
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |            
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                  
|                                                                                       |                                                                                                                                                                                                                   | (Unaudited)              |             | (Unaudited)      
|OPERATING REVENUE:                                                                     |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|                                                                                       | Service revenue                                                                                                                                                                                                   |                          | $           | 152,763,463       |             |      | $          | 89,700,148  |             |   | $           | 333,682,167 |             |   | $            | 255,782,967  |            
|                                                                                       | Roaming revenue                                                                                                                                                                                                   |                          |             | 61,473,727        |             |      |            | 55,827,210  |             |   |             | 161,299,464 |             |   |              | 151,069,578  |            
|                                                                                       | Equipment and other revenue                                                                                                                                                                                       |                          |             | 9,187,961         |             |      |            | 5,530,825   |             |   |             | 20,778,519  |             |   |              | 13,812,674   |            
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|                                                                                       |                                                                                                                                                                                                                   | Total operating revenue  |             |                   | 223,425,151 |      |            |             | 151,058,183 |   |             |             | 515,760,150 |   |              |              | 420,665,219 | 
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|OPERATING EXPENSES:                                                                    |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|                                                                                       | Cost of service (exclusive of items shown
    separately below)                                                                                                                                                   |                          |             | 52,205,515        |             |      |            | 37,910,401  |             |   |             | 120,783,122 |             |   |              | 113,451,121  |            
|                                                                                       | Cost of equipment                                                                                                                                                                                                 |                          |             | 17,423,504        |             |      |            | 11,298,346  |             |   |             | 36,402,524  |             |   |              | 31,742,787   |            
|                                                                                       | Marketing and selling                                                                                                                                                                                             |                          |             | 22,736,471        |             |      |            | 17,682,424  |             |   |             | 52,541,622  |             |   |              | 51,538,431   |            
|                                                                                       | General and administrative                                                                                                                                                                                        |                          |             | 30,423,016        |             |      |            | 18,616,953  |             |   |             | 65,779,417  |             |   |              | 53,678,542   |            
|                                                                                       | Depreciation and amortization                                                                                                                                                                                     |                          |             | 33,832,088        |             |      |            | 20,875,684  |             |   |             | 77,414,643  |             |   |              | 60,320,569   |            
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|                                                                                       |                                                                                                                                                                                                                   | Total operating expenses |             |                   | 156,620,594 |      |            |             | 106,383,808 |   |             |             | 352,921,328 |   |              |              | 310,731,450 | 
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|OPERATING INCOME                                                                       |                                                                                                                                                                                                                   |                          | 66,804,557  |                   |             |      | 44,674,375 |             |             |   | 162,838,822 |             |             |   | 109,933,769  |             
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|OTHER (EXPENSE) INCOME:                                                                |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|                                                                                       | Interest expense                                                                                                                                                                                                  |                          |             | (38,495,234       | )           |      |            | (29,139,581 | )           |   |             | (87,227,608 | )           |   |              | (86,238,788  | )          
|                                                                                       | Dividends on mandatorily redeemable preferred
    stock (note 7)                                                                                                                                                  |                          |             | (17,833,030       | )           |      |            |            |             |   |             | (17,833,030 | )           |   |              |             |            
|                                                                                       | (Loss) gain from extinguishment of debt                                                                                                                                                                           |                          |             | (28,101,885       | )           |      |            | 2,636,615   |             |   |             | (28,101,885 | )           |   |              | 2,636,615    |            
|                                                                                       | Other (expense) income, net                                                                                                                                                                                       |                          |             | (2,356,342        | )           |      |            | 562,207     |             |   |             | 2,140,104   |             |   |              | 3,252,790    |            
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|(LOSS) INCOME BEFORE MINORITY INTERESTS IN
    INCOME OF SUBSIDIARIES AND INCOME TAXES |                                                                                                                                                                                                                   |                          | (19,981,934 | )                 |             |      | 18,733,616 |             |             |   | 31,816,403  |             |             |   | 29,584,386   |             
|MINORITY INTERESTS IN INCOME OF SUBSIDIARIES                                           |                                                                                                                                                                                                                   |                          | (1,845,855  | )                 |             |      | (1,946,181 | )           |             |   | (5,250,675  | )           |             |   | (4,869,077   | )           
|LOSS FROM INVESTMENT IN JOINT VENTURE                                                  |                                                                                                                                                                                                                   |                          |            |                   |             |      |           |             |             |   |            |             |             |   | (184,380,882 | )           
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|(LOSS) INCOME BEFORE INCOME TAXES                                                      |                                                                                                                                                                                                                   |                          | (21,827,789 | )                 |             |      | 16,787,435 |             |             |   | 26,565,728  |             |             |   | (159,665,573 | )           
|                                                                                       | Income tax benefit (expense)                                                                                                                                                                                      |                          |             | 1,513,475         |             |      |            | (6,379,670  | )           |   |             | (16,870,409 | )           |   |              | 50,647,741   |            
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|(LOSS) INCOME FROM CONTINUING OPERATIONS                                               |                                                                                                                                                                                                                   |                          | (20,314,314 | )                 |             |      | 10,407,765 |             |             |   | 9,695,319   |             |             |   | (109,017,832 | )           
|DISCONTINUED OPERATIONS: (Note 4)                                                      |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|                                                                                       | Income from discontinued operations, net of
    income tax expense of $2,128,353 for the three months ended
    2002, $4,411,839 for the nine months ended 2003 and $8,348,622
    for the nine months ended 2002 |                          |             |                  |             |      |            | 3,472,575   |             |   |             | 7,198,263   |             |   |              | 13,621,436   |            
|                                                                                       | Loss from discontinued operations from investment
    in joint venture                                                                                                                                            |                          |             |                  |             |      |            |            |             |   |             |            |             |   |              | (326,955     | )          
|                                                                                       | Gain from disposal of discontinued operations,
    net of income tax expense of $16,863,987 in 2003 and $59,164,138
    in 2002                                                                                   |                          |             |                  |             |      |            |            |             |   |             | 27,514,926  |             |   |              | 88,314,922   |            
|                                                                                       | Gain from sale of discontinued operations from
    investment in joint venture                                                                                                                                    |                          |             |                  |             |      |            |            |             |   |             |            |             |   |              | 6,736,056    |            
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
    CHANGE IN ACCOUNTING PRINCIPLE:          |                                                                                                                                                                                                                   |                          | (20,314,314 | )                 |             |      | 13,880,340 |             |             |   | 44,408,508  |             |             |   | (672,373     | )           
|                                                                                       | Cumulative effect of change in accounting
    principle, net of income tax benefit of $20,406,000
    (Note 11)                                                                                                   |                          |             |                  |             |      |            |            |             |   |             |            |             |   |              | (33,294,000  | )          
|                                                                                       | Cumulative effect of change in accounting
    principle from investment in joint venture                                                                                                                          |                          |             |                  |             |      |            |            |             |   |             |            |             |   |              | (140,820,000 | )          
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|NET (LOSS) INCOME                                                                      |                                                                                                                                                                                                                   |                          | (20,314,314 | )                 |             |      | 13,880,340 |             |             |   | 44,408,508  |             |             |   | (174,786,373 | )           
|                                                                                       | Dividends on preferred stock                                                                                                                                                                                      |                          |             | (878,172          | )           |      |            | (24,753,245 | )           |   |             | (41,421,044 | )           |   |              | (71,613,619  | )          
|                                                                                       | Gain on redemption of preferred stock                                                                                                                                                                             |                          |             |                  |             |      |            | 30,232,014  |             |   |             | 218,310,109 |             |   |              | 30,232,014   |            
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|NET (LOSS) INCOME APPLICABLE TO COMMON
    STOCKHOLDERS                                |                                                                                                                                                                                                                   | $                        | (21,192,486 | )                 |             | $    | 19,359,109 |             |             | $ | 221,297,573 |             |             | $ | (216,167,978 | )           
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|BASIC NET (LOSS) INCOME APPLICABLE TO COMMON
    STOCKHOLDERS PER COMMON SHARE:        |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|                                                                                       | Continuing operations                                                                                                                                                                                             |                          |             | (0.18             | )           |      |            | 0.11        |             |   |             | 0.10        |             |   |              | (1.20        | )          
|                                                                                       | Discontinued operations                                                                                                                                                                                           |                          |             |                  |             |      |            | 0.04        |             |   |             | 0.36        |             |   |              | 1.19         |            
|                                                                                       | Change in accounting principle                                                                                                                                                                                    |                          |             |                  |             |      |            |            |             |   |             |            |             |   |              | (1.91        | )          
|                                                                                       | Dividends on and redemption of preferred stock                                                                                                                                                                    |                          |             | (0.01             | )           |      |            | 0.06        |             |   |             | 1.82        |             |   |              | (0.46        | )          
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|BASIC NET (LOSS) INCOME APPLICABLE TO COMMON
    STOCKHOLDERS PER COMMON SHARE         |                                                                                                                                                                                                                   | $                        | (0.19       | )                 |             | $    | 0.21       |             |             | $ | 2.28        |             |             | $ | (2.38        | )           
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                       |                                                                                                                                                                                                                   |                          | 110,588,140 |                   |             |      | 90,151,246 |             |             |   | 97,059,585  |             |             |   | 90,861,205   |             
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|DILUTED NET (LOSS) INCOME APPLICABLE TO COMMON
    STOCKHOLDERS PER COMMON SHARE       |                                                                                                                                                                                                                   | $                        | (0.19       | )                 |             | $    | 0.21       |             |             | $ | 2.21        |             |             | $ | (2.38        | )           
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             
|DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                     |                                                                                                                                                                                                                   |                          | 110,588,140 |                   |             |      | 90,151,246 |             |             |   | 100,128,791 |             |             |   | 90,861,205   |             
|                                                                                       |                                                                                                                                                                                                                   |                          |             |                   |             |      |            |             |             |   |             |             |             |   |              |             

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 EQUITY (DEFICIT)


For the Nine Months Ended September 30,
2003


|                                                                  |                                                                                   |               |            |                                |   |              |             |         |  |             |         |               |  |               |             |        |  |         |         |           |  |   |               |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |           |  
|----------------------------------------------------------------- | --------------------------------------------------------------------------------- | ------------- | ---------- | ------------------------------ | - | ------------ | ----------- | ------- |  | ----------- | ------- | ------------- |  | ------------- | ----------- | ------ |  | ------- | ------- | --------- |  | - | ------------- | - |  | - | ------------ | - |  | - | ---------- | --------- | - | - | ----------- | - |  | - | ------------ | --------- | -
|                                                                  |                                                                                   |               |            |                               
|                                                                  |                                                                                   |               |            | Stockholders Equity (Deficit)
|                                                                  |                                                                                   |               |            |                               
|                                                                  |                                                                                   |               |            |                                |   |              |             |        
|                                                                  |                                                                                   |               |            | Class A                        |   | Class B      |             |         |  | Accumulated |         |               |  | Total        
|                                                                  |                                                                                   |               |            | Common Stock                   |   | Common Stock |             |         |  | Other       |         | Treasury      |  | Stockholders
|                                                                  |                                                                                   | Comprehensive |            |                                |   |              |             | Paid-in |  | Retained    |         | Comprehensive |  | Stock         |             | Equity
|                                                                  |                                                                                   | Income        |            | Shares                         |   | Amount       |             | Shares  |  | Amount      |         | Capital       |  | Deficit       |             | Loss   |  | at Cost |         | (Deficit)
|                                                                  |                                                                                   |               |            |                                |   |              |             |         |  |             |         |               |  |               |             |        |  |         |         |          
|                                                                  |                                                                                   |              
|                                                                  |                                                                                   | (Unaudited)  
|DECEMBER 31, 2002                                                 |                                                                                   |               |           |                                |   |              | 39,700,968  |         |  | $           | 39,701  |               |  |               | 54,977,481  |        |  | $       | 54,978  |           |  | $ | 674,023,222   |   |  | $ | (989,852,500 | ) |  | $ | (1,080,726 | )         |   | $ | (26,256,499 | ) |  | $ | (343,071,824 | )        
|Net income                                                        |                                                                                   | $             | 44,408,508 |                                |   |              |            |         |  |             |        |               |  |               |            |        |  |         |        |           |  |   |              |   |  |   | 44,408,508   |   |  |   |           |           |   |   |            |   |  |   | 44,408,508   |          
|                                                                  | Amounts related to hedged transactions
    reclassified into earnings, net of tax |               |            | 1,382,213                      |   |              |             |        |  |             |         |              |  |               |             |       |  |         |         |          |  |   |               |  |  |   |              |  |  |   |            | 1,382,213 |   |   |             |  |  |   |              | 1,382,213 |  
|                                                                  | Change in fair value of hedge transactions, net
    of tax                        |               |            | (301,487                       | ) |              |             |        |  |             |         |              |  |               |             |       |  |         |         |          |  |   |               |  |  |   |              |  |  |   |            | (301,487  | ) |   |             |  |  |   |              | (301,487  | )
|                                                                  |                                                                                   |               |            |                                |   |              |             |         |  |             |         |               |  |               |             |        |  |         |         |           |  |   |               |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |          
|Total comprehensive income                                        |                                                                                   | $             | 45,489,234 |                                |   |              |             |         |  |             |         |               |  |               |             |        |  |         |         |           |  |   |               |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |          
|                                                                  |                                                                                   |               |            |                                |   |              |             |         |  |             |         |               |  |               |             |        |  |         |         |           |  |   |               |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |          
|Receipt of subscription receivable                                |                                                                                   |               |            |                                |   |              |            |         |  |             |        |               |  |               |            |        |  |         |        |           |  |   | 9,966,357     |   |  |   |             |   |  |   |           |           |   |   |            |   |  |   | 9,966,357    |          
|Preferred stock dividends                                         |                                                                                   |               |            |                                |   |              |            |         |  |             |        |               |  |               |            |        |  |         |        |           |  |   |              |   |  |   | (41,421,044  | ) |  |   |           |           |   |   |            |   |  |   | (41,421,044  | )        
|Issuance of common stock                                          |                                                                                   |               |            |                                |   |              | 80,288,888  |         |  |             | 80,289  |               |  |               | (35,559,460 | )      |  |         | (35,560 | )         |  |   | 302,810,341   |   |  |   |             |   |  |   |           |           |   |   |            |   |  |   | 302,855,070  |          
|Purchase of treasury stock, at cost                               |                                                                                   |               |            |                                |   |              |            |         |  |             |        |               |  |               |            |        |  |         |        |           |  |   |              |   |  |   |             |   |  |   |           |           |   |   | (8,498,206  | ) |  |   | (8,498,206   | )        
|Issuance of treasury stock                                        |                                                                                   |               |            |                                |   |              |            |         |  |             |        |               |  |               |            |        |  |         |        |           |  |   |              |   |  |   | (459,634     | ) |  |   |           |           |   |   | 479,248     |   |  |   | 19,614       |          
|Additional paid in capital from redemption of
    preferred stock |                                                                                   |               |            |                                |   |              |            |         |  |             |        |               |  |               |            |        |  |         |        |           |  |   | 218,310,109   |   |  |   |             |   |  |   |           |           |   |   |            |   |  |   | 218,310,109  |          
|                                                                  |                                                                                   |               |            |                                |   |              |             |         |  |             |         |               |  |               |             |        |  |         |         |           |  |   |               |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |          
|SEPTEMBER 30, 2003                                                |                                                                                   |               |            |                                |   |              | 119,989,856 |         |  | $           | 119,990 |               |  |               | 19,418,021  |        |  | $       | 19,418  |           |  | $ | 1,205,110,029 |   |  | $ | (987,324,670 | ) |  | $ |           |           |   | $ | (34,275,457 | ) |  | $ | 183,649,310  |          
|                                                                  |                                                                                   |               |            |                                |   |              |             |         |  |             |         |               |  |               |             |        |  |         |         |           |  |   |               |   |  |   |              |   |  |   |            |           |   |   |             |   |  |   |              |          

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

|                                                                            |                                                                                                                                   |                                                                      |                                                         |                |            |              |             |              |             |              |  
|--------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- | ------------------------------------------------------- | -------------- | ---------- | ------------ | ----------- | ------------ | ----------- | ------------ | -
|                                                                            |                                                                                                                                   |                                                                     
|                                                                            |                                                                                                                                   | Nine Months Ended                                                   
|                                                                            |                                                                                                                                   | September 30,                                                       
|                                                                            |                                                                                                                                   |                                                                     
|                                                                            |                                                                                                                                   | 2003                                                                 |                                                         | 2002          
|                                                                            |                                                                                                                                   |                                                                      |                                                         |               
|                                                                            |                                                                                                                                   |                                                                     
|                                                                            |                                                                                                                                   | (Unaudited)                                                         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                                                                                                                   |                                                                      |                                                         |                |            |              |             |             
|                                                                            | Income (loss) from continuing operations                                                                                          |                                                                      | $                                                       | 9,695,319      |            |              | $           | (109,017,832 | )          
|                                                                            | Adjustments to reconcile net income (loss) to net
    cash provided by operating activities, net of effects of
    acquisitions  |                                                                      |                                                         |                |            |              |             |              |            
|                                                                            |                                                                                                                                   | Depreciation and amortization                                        |                                                         |                | 77,414,643 |              |             |              | 60,320,569  |             
|                                                                            |                                                                                                                                   | Amortization of bond premium and financing costs                     |                                                         |                | 7,104,879  |              |             |              | 8,198,957   |             
|                                                                            |                                                                                                                                   | Deferred income taxes                                                |                                                         |                | 20,881,562 |              |             |              | (42,651,899 | )           
|                                                                            |                                                                                                                                   | Noncash mandatorily redeemable preferred stock
    dividends         |                                                         |                | 6,868,280  |              |             |              |            |             
|                                                                            |                                                                                                                                   | Cash provided by operating activities of
    discontinued operations |                                                         |                | 7,832,952  |              |             |              | 10,708,327  |             
|                                                                            |                                                                                                                                   | Gain on disposition of assets, net                                   |                                                         |                | 235,003    |              |             |              | 1,246,966   |             
|                                                                            |                                                                                                                                   | (Gain) loss from extinguishment of debt                              |                                                         |                | 28,101,885 |              |             |              | (2,201,755  | )           
|                                                                            |                                                                                                                                   | Minority interests in income of subsidiaries                         |                                                         |                | 5,250,675  |              |             |              | 4,869,077   |             
|                                                                            |                                                                                                                                   | Loss from investment in joint venture                                |                                                         |                |           |              |             |              | 184,380,882 |             
|                                                                            |                                                                                                                                   | Accrued dividend income                                              |                                                         |                |           |              |             |              | (2,261,747  | )           
|                                                                            | Changes in current assets and
    liabilities                                                                                    |                                                                      |                                                         |                |            |              |             |              |            
|                                                                            |                                                                                                                                   | Accounts receivable                                                  |                                                         |                | 1,823,416  |              |             |              | 27,239,828  |             
|                                                                            |                                                                                                                                   | Inventory                                                            |                                                         |                | (8,611,849 | )            |             |              | 11,214,701  |             
|                                                                            |                                                                                                                                   | Prepaid expenses and other                                           |                                                         |                | (3,207,787 | )            |             |              | (736,112    | )           
|                                                                            |                                                                                                                                   | Accounts payable                                                     |                                                         |                | 40,526,553 |              |             |              | (20,408,211 | )           
|                                                                            |                                                                                                                                   | Accrued expenses                                                     |                                                         |                | (8,949,458 | )            |             |              | (4,155,693  | )           
|                                                                            |                                                                                                                                   | Deferred revenue and customer deposits                               |                                                         |                | 965,079    |              |             |              | 384,711     |             
|                                                                            |                                                                                                                                   |                                                                      |                                                         |                |            |              |             |             
|                                                                            |                                                                                                                                   |                                                                      | Net cash provided by operating activities               |                |            | 185,931,152  |             |              |             | 127,130,769  |  
|                                                                            |                                                                                                                                   |                                                                      |                                                         |                |            |              |             |             
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                                                                                                                   |                                                                      |                                                         |                |            |              |             |             
|                                                                            | Capital expenditures                                                                                                              |                                                                      |                                                         | (109,771,256   | )          |              |             | (57,216,853  | )          
|                                                                            | Purchase of American Cellular Corporation                                                                                         |                                                                      |                                                         | (50,000,000    | )          |              |             |             |            
|                                                                            | Cash acquired through acquisition of American
    Cellular Corporation                                                            |                                                                      |                                                         | 35,819,121     |            |              |             |             |            
|                                                                            | (Increase) decrease in receivable-affiliates                                                                                      |                                                                      |                                                         | (9,348,693     | )          |              |             | 898,225      |            
|                                                                            | Proceeds from sale of property, plant, and
    equipment                                                                          |                                                                      |                                                         | 13,252         |            |              |             | 3,457,722    |            
|                                                                            | Receipt of funds held in escrow for contingencies
    on sold assets                                                              |                                                                      |                                                         | 7,094,075      |            |              |             |             |            
|                                                                            | Refund of deposits for FCC auction                                                                                                |                                                                      |                                                         |               |            |              |             | 91,205,000   |            
|                                                                            | Cash (used in) provided by investing activities
    from discontinued operations                                                  |                                                                      |                                                         | (316,250       | )          |              |             | 328,138,112  |            
|                                                                            | Other investing activities                                                                                                        |                                                                      |                                                         | 6,728,062      |            |              |             | (1,561,132   | )          
|                                                                            |                                                                                                                                   |                                                                      |                                                         |                |            |              |             |             
|                                                                            |                                                                                                                                   |                                                                      | Net cash (used in) provided by investing
    activities |                |            | (119,781,689 | )           |              |             | 364,921,074  |  
|                                                                            |                                                                                                                                   |                                                                      |                                                         |                |            |              |             |             
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                                                                                                                   |                                                                      |                                                         |                |            |              |             |             
|                                                                            | Proceeds from long-term debt                                                                                                      |                                                                      |                                                         | 1,550,000,000  |            |              |             | 381,500,000  |            
|                                                                            | Repayments of long-term debt                                                                                                      |                                                                      |                                                         | (1,596,668,073 | )          |              |             | (714,490,214 | )          
|                                                                            | Distributions to partners                                                                                                         |                                                                      |                                                         | (5,788,004     | )          |              |             | (4,561,162   | )          
|                                                                            | Preferred stock dividends paid                                                                                                    |                                                                      |                                                         | (10,844,252    | )          |              |             |             |            
|                                                                            | Issuance of common stock                                                                                                          |                                                                      |                                                         | 887,587        |            |              |             |             |            
|                                                                            | Redemption of exchangeable preferred stock                                                                                        |                                                                      |                                                         | (36,592,475    | )          |              |             | (10,865,986  | )          
|                                                                            | Purchase of treasury stock                                                                                                        |                                                                      |                                                         | (8,498,206     | )          |              |             | (7,796,587   | )          
|                                                                            | Receipt of subscriptions receivable                                                                                               |                                                                      |                                                         | 9,966,357      |            |              |             |             |            
|                                                                            | Purchase of senior notes                                                                                                          |                                                                      |                                                         |               |            |              |             | (8,863,385   | )          
|                                                                            | Deferred financing costs                                                                                                          |                                                                      |                                                         | (32,117,373    | )          |              |             | (135,318     | )          
|                                                                            | Maturities of restricted investments, net of
    interest                                                                         |                                                                      |                                                         |               |            |              |             | 92,763       |            
|                                                                            | Other financing activities                                                                                                        |                                                                      |                                                         | (1,294,169     | )          |              |             | (1,143,633   | )          
|                                                                            |                                                                                                                                   |                                                                      |                                                         |                |            |              |             |             
|                                                                            |                                                                                                                                   |                                                                      | Net cash used in financing activities                   |                |            | (130,948,608 | )           |              |             | (366,263,522 | )
|                                                                            |                                                                                                                                   |                                                                      |                                                         |                |            |              |             |             
|NET (DECREASE) INCREASE IN CASH AND CASH
    EQUIVALENTS                    |                                                                                                                                   |                                                                      | (64,799,145                                             | )              |            |              | 125,788,321 |             
|CASH AND CASH EQUIVALENTS, beginning of period                              |                                                                                                                                   |                                                                      | 294,202,659                                             |                |            |              | 161,236,136 |             
|                                                                            |                                                                                                                                   |                                                                      |                                                         |                |            |              |             |             
|CASH AND CASH EQUIVALENTS, end of period                                    |                                                                                                                                   | $                                                                    | 229,403,514                                             |                |            | $            | 287,024,457 |             
|                                                                            |                                                                                                                                   |                                                                      |                                                         |                |            |              |             |             
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                          |                                                                                                                                   |                                                                      |                                                         |                |            |              |             |             
|                                                                            | Cash paid for                                                                                                                    |                                                                      |                                                         |                |            |              |             |              |            
|                                                                            |                                                                                                                                   | Interest, net of amounts capitalized                                 |                                                         | $              | 81,130,748 |              |             | $            | 90,005,196  |             
|                                                                            |                                                                                                                                   | Income taxes                                                         |                                                         |                | 5,361,228  |              |             |              | 2,731,322   |             
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
    FINANCING ACTIVITIES: |                                                                                                                                   |                                                                      |                                                         |                |            |              |             |             
|                                                                            | Stock dividends paid through the issuance of
    preferred stock                                                                  |                                                                      | $                                                       | 30,285,000     |            |              | $           | 59,133,000   |            
|                                                                            | Transfer of fixed assets to affiliates                                                                                            |                                                                      |                                                         | 227,453        |            |              |             | 407,403      |            
|                                                                            | Net property and equipment acquired through
    exchange                                                                          |                                                                      |                                                         | 8,436,363      |            |              |             |             |            
|                                                                            | Net wireless acquisition costs disposed through
    exchange                                                                      |                                                                      |                                                         | (50,462,667    | )          |              |             |             |            

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 September 30, 2003, the condensed consolidated statement
of operations for the three and nine months ended
September 30, 2003 and 2002, the condensed consolidated
statement of stockholders equity (deficit) for the nine
months ended September 30, 2003 and the condensed
consolidated statements of cash flows for the nine months ended
September 30, 2003 and 2002 are unaudited. In the opinion
of management, such financial statements include all
adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of financial position, results
of operations, and cash flows for the periods presented.

The condensed consolidated balance sheet at
December 31, 2002 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, 2002 consolidated financial
statements included in the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2002.



|   |             
|-- | ------------
|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, Illinois, Kansas, Kentucky,
Maryland, Michigan, Minnesota, Missouri, New York, Ohio,
Oklahoma, Pennsylvania, Texas, West Virginia and Wisconsin.

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. | Business Combinations

On August 8, 2003, American Cellular
Corporation (American Cellular), a 50%-owned joint
venture of the Company, and ACC Escrow Corp., a newly formed,
wholly-owned, indirect subsidiary of the Company, completed the
private offering of $900.0 million aggregate principal
amount of 10% Series A senior notes due 2011. The senior
notes were issued at par by ACC Escrow Corp. ACC Escrow Corp.
was merged into American Cellular as part of the restructuring.
The net proceeds from the offering were used to fully repay
American Cellulars existing bank credit facility and to
pay expenses of the restructuring. DCC is not a guarantor of
these senior notes. All material subsidiaries of American
Cellular are the guarantors of these senior notes.

On August 19, 2003, the Company and American
Cellular completed an exchange offer for American
Cellulars existing 9.5% senior subordinated notes due
2009 (the existing notes). This exchange offer
resulted in the restructuring of American Cellulars
indebtedness and equity ownership. As part of the American
Cellular restructuring, holders of $681.9 million of the
$700.0 million of notes tendered their notes. In exchange
for the tendered notes, the old noteholders received from the
Company 43.9 million shares of the Companys
class A common stock, 681,900 shares of the
Companys convertible preferred stock with an aggregate
liquidation preference of $121.8 million, convertible into
a maximum of 13.9 million shares of the Companys
class A common stock, and $48.7 million in cash. In
addition, the Company issued an additional 4,301 shares of
its Series F convertible preferred stock and
276,848 shares of its class A common stock in payment
of certain fees. Upon consummation of the restructuring,
American Cellular became a wholly-owned subsidiary of the
Company. Therefore, Americans assets, liabilities and
results of operations have been included in the accompanying
condensed consolidated financials from the date of acquisition.

American Cellular expects to enter into a new
senior credit facility, to be secured by certain of its assets,
with availability up to $30 million. However, American
Cellular does not currently have commitments for any such
facility.

6



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The calculation of the purchase price of American
Cellular and the allocation of the acquired assets and assumed
liabilities for American Cellular are as follows:

|                                                              |                                                                  |                                             |                                               |       |       |         | 
|------------------------------------------------------------- | ---------------------------------------------------------------- | ------------------------------------------- | --------------------------------------------- | ----- | ----- | ------- | 
|                                                              |                                                                  | (In millions, except                       
|                                                              |                                                                  | share price)                               
|Calculation and preliminary allocation of
    purchase price: |                                                                  |                                             |                                               |      
|                                                              | Shares of Dobson common stock issued                             |                                             |                                               | 44.2  |      
|                                                              | Dobson stock price at acquisition                                |                                             | $                                             | 6.84  |      
|                                                              |                                                                  |                                             |                                               |      
|                                                              | Fair value of common stock issued                                |                                             | $                                             | 302.0 |      
|                                                              | Plus fair value of Dobson convertible preferred
    stock issued |                                             |                                               | 122.5 |      
|                                                              | Plus cash paid to American Cellular noteholders                  |                                             |                                               | 50.0  |      
|                                                              |                                                                  |                                             |                                               |      
|                                                              |                                                                  |                                             | Total purchase price                          |       |       | 474.5   | 
|                                                              | Plus fair value of liabilities assumed by Dobson:                |                                             |                                               |       |      
|                                                              |                                                                  | Current liabilities                         |                                               |       | 71.3  |        
|                                                              |                                                                  | Long-term debt                              |                                               |       | 912.6 |        
|                                                              |                                                                  | Other non-current liabilities               |                                               |       | 1.8   |        
|                                                              |                                                                  | Deferred income taxes                       |                                               |       | 145.2 |        
|                                                              |                                                                  |                                             |                                               |      
|                                                              |                                                                  |                                             | Total purchase price plus liabilities assumed |       | $     | 1,605.4 | 
|                                                              |                                                                  |                                             |                                               |      
|                                                              | Fair value of assets acquired by Dobson:                         |                                             |                                               |       |      
|                                                              |                                                                  | Current assets                              |                                               |       | 104.8 |        
|                                                              |                                                                  | Property, plant and equipment               |                                               |       | 184.7 |        
|                                                              |                                                                  | Wireless licenses                           |                                               |       | 569.2 |        
|                                                              |                                                                  | Customer lists                              |                                               |       | 81.1  |        
|                                                              |                                                                  | Deferred financing costs                    |                                               |       | 19.0  |        
|                                                              |                                                                  | Other non-current assets                    |                                               |       | 0.6   |        
|                                                              |                                                                  | Goodwill (none deductible for income taxes) |                                               |       | 646.0 |        
|                                                              |                                                                  |                                             |                                               |      
|                                                              |                                                                  |                                             | Total fair value of assets acquired           |       | $     | 1,605.4 | 
|                                                              |                                                                  |                                             |                                               |      

The Company acquired the remaining equity
interest in American Cellular to continue the Companys
strategy of owning rural and suburban wireless telecommunication
service areas. As a result of the acquisition, the Company
increased the number of service areas in which it is licensed to
offer services and increased the number of its subscribers. The
Company previously managed the operations of American Cellular
under an arrangement with its joint venture partner.

Prior to the restructuring, American Cellular had
net operating loss, or NOL, carryforwards of approximately
$320 million. The restructuring transactions resulted in
the reduction of approximately $200 million of those NOL
carryforwards. After the restructuring, approximately
$120 million of NOL carryforwards remain available to
American Cellular. However, the restructuring also resulted in
an ownership change within the meaning of the Internal Revenue
Code Section 382 and the regulations thereunder. This
ownership change limits the amount of previously generated NOL
carryforwards that American Cellular can utilize to offset
future taxable income. American Cellular has reviewed the need
for a valuation allowance against these NOL carryforwards. Based
on a review of taxable income, history and trends, forecasted
taxable income, expiration of carryforwards and limitations on
the annual use of the carryforwards, American Cellular has not
provided a valuation allowance for the NOL carryforwards because
management believes that it is more likely than not that all of
the NOL carryforwards of American Cellular will be realized
prior to their expiration.

7



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

On June 17, 2003, the Company completed the
exchange of its two remaining wireless properties in California
for two AT&T Wireless properties in Alaska. As a part of
this transaction, AT&T Wireless transferred to the Company
all of the Companys Series AA preferred stock that it
previously held. Upon the transfer of the Series AA
preferred stock, the Company cancelled this issue.

The cost of the acquired Alaska assets was
$126.0 million. As part of the exchange agreements, the
Company and AT&T Wireless agreed to make or receive a
payment based on relative working capital balances for the
affected markets. The Company estimates a payment of
$10.2 million will be required. The Company has determined
a preliminary purchase price allocation and will finalize in
future periods when the determination of final tax basis and the
fair value of assets acquired and liabilities assumed are
completed. The Alaska assets, liabilities and results of
operations have been included in the accompanying condensed
consolidated financials from the date of acquisition. The
Company has reclassified its financial statements to reflect the
operations of its California properties as discontinued
operations, see Note 4 below.

The above business combinations are accounted for
as purchases. Accordingly, the related statement of financial
positions and their results of operations have been included in
the accompanying condensed consolidated statements of operations
from the date of acquisition. The unaudited pro forma
information set forth below includes all business combinations
that occurred during 2003, as if the combinations occurred at
the beginning of the period presented. The unaudited pro forma
information is presented for informational purposes only and is
not necessarily indicative of the results of operations that
actually would have been achieved had the acquisitions been
consummated at that time:

|                                                                                             |  |                    |         |                   |  |      |         |      |  |   |         |  |  |   |          |  
|-------------------------------------------------------------------------------------------- |  | ------------------ | ------- | ----------------- |  | ---- | ------- | ---- |  | - | ------- |  |  | - | -------- | -
|                                                                                             |  |                    |         |                  
|                                                                                             |  | Three Months Ended |         | Nine Months Ended
|                                                                                             |  | September 30,      |         | September 30,    
|                                                                                             |  |                    |         |                  
|                                                                                             |  | 2003               |         | 2002              |  | 2003 |         | 2002
|                                                                                             |  |                    |         |                   |  |      |         |     
|                                                                                             |  |                    |         |                  
|                                                                                             |  | ($ in thousands)   |         | ($ in thousands) 
|Operating revenue                                                                            |  | $                  | 288,725 |                   |  | $    | 300,698 |      |  | $ | 855,794 |  |  | $ | 826,007  |  
|Income from continuing operations                                                            |  |                    | (21,603 | )                 |  |      | 23,484  |      |  |   | 27,851  |  |  |   | (281,646 | )
|Net income (loss) before extraordinary items and
    cumulative effect of accounting changes |  |                    | (21,603 | )                 |  |      | 26,957  |      |  |   | 27,851  |  |  |   | (160,483 | )
|Net income (loss)                                                                            |  |                    | (21,603 | )                 |  |      | 26,957  |      |  |   | 27,851  |  |  |   | (616,237 | )
|Net income (loss) applicable to common
    stockholders                                      |  |                    | (24,319 | )                 |  |      | 30,597  |      |  |   | 199,226 |  |  |   | (663,132 | )



|   |                                               
|-- | ----------------------------------------------
|3. | Investment in Unconsolidated Joint
    Venture

Through August 18, 2003, the Company owned a
50% interest in a joint venture that owned American Cellular.
This investment was accounted for on the equity method.
Beginning on June 30, 2002 and continuing through August
2003, American Cellular failed to comply with a financial
covenant in its senior credit facility, which required that
American Cellular not exceed a certain total debt leverage
ratio. Due to factors and circumstances impacting American
Cellular, American Cellular concluded that it was necessary to
re-evaluate its carrying value of its goodwill and indefinite
life intangible assets in accordance with
SFAS No. 142, Goodwill and Other Intangible
Assets. Based on re-evaluations, American Cellular
concluded that there was an impairment of its goodwill at
June 30, 2002 and December 31, 2002. As a result,
American Cellular recognized an impairment loss totaling
$377.0 million, at June 30, 2002, and an additional
impairment loss of $423.9 million, at December 31,
2002. After recognizing its 50% interest of the impairment at
June 30, 2002, the Companys investment in the joint
venture was written down to zero. Therefore, the additional
impairment loss of $423.9 million at December 31,
2002, did not impact the Companys results of operations or
financial condition. The Company did not guarantee any of
American Cellulars obligations.

8



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The following is a summary of the significant
financial information for the joint venture and its subsidiary,
American Cellular, as of December 31, 2002, and for the
period from July 1, 2003 through August 18, 2003, for
the three months ended September 30, 2002, for the periods
from January 1, 2003 through August 18, 2003 and for
the nine months ended September 30, 2002 (see above
concerning the acquisition of the remaining equity interest in
American Cellular):

|                                   |  |                  |           |  
|---------------------------------- |  | ---------------- | --------- | -
|                                   |  | December 31,    
|                                   |  | 2002            
|                                   |  |                 
|                                   |  | ($ in thousands)
|Current assets                     |  | $                | 102,199   |  
|Property, plant and equipment, net |  |                  | 185,935   |  
|Intangible assets                  |  |                  | 915,845   |  
|Other assets                       |  |                  | 5,939     |  
|Current liabilities                |  |                  | 1,659,503 |  
|Preferred stock                    |  |                  | 35,000    |  
|Other liabilities                  |  |                  | 43,690    |  
|Members deficit                   |  |                  | (528,275  | )

|                                                                                 |  |                  |         |                  |  |                 |         |               |  |   |         |   |  |   |          |  
|-------------------------------------------------------------------------------- |  | ---------------- | ------- | ---------------- |  | --------------- | ------- | ------------- |  | - | ------- | - |  | - | -------- | -
|                                                                                 |  | Period from      |         |                  |  | Period from     |         |              
|                                                                                 |  | July 1, 2003     |         | Three Months     |  | January 1, 2003 |         | Nine Months  
|                                                                                 |  | through          |         | Ended            |  | through         |         | Ended        
|                                                                                 |  | August 18,       |         | September 30,    |  | August 18,      |         | September 30,
|                                                                                 |  | 2003             |         | 2002             |  | 2003            |         | 2002         
|                                                                                 |  |                  |         |                  |  |                 |         |              
|                                                                                 |  |                  |         |                 
|                                                                                 |  | ($ in thousands) |         | ($ in thousands)
|Operating revenue                                                                |  | $                | 65,300  |                  |  | $               | 124,202 |               |  | $ | 288,727 |   |  | $ | 339,895  |  
|Operating income                                                                 |  |                  | 21,121  |                  |  |                 | 36,379  |               |  |   | 83,677  |   |  |   | 85,505   |  
|Impairment of goodwill                                                           |  |                  |        |                  |  |                 |        |               |  |   |        |   |  |   | (377,000 | )
|Income (loss) from continuing operations                                         |  |                  | 3,345   |                  |  |                 | 4,280   |               |  |   | 3,042   |   |  |   | (390,667 | )
|Income from discontinued operations and sale of
    discontinued operations, net |  |                  |        |                  |  |                 |        |               |  |   |        |   |  |   | 12,818   |  
|Cumulative effect of change in accounting
    principle, net                     |  |                  |        |                  |  |                 |        |               |  |   |        |   |  |   | (281,640 | )
|Extraordinary gain, net                                                          |  |                  | 131,009 |                  |  |                 |        |               |  |   | 131,009 |   |  |   |         |  
|Dividends                                                                        |  |                  | (1,726  | )                |  |                 | (1,182  | )             |  |   | (2,980  | ) |  |   | (3,444   | )
|Net income (loss) applicable to members                                          |  |                  | 132,628 |                  |  |                 | 3,098   |               |  |   | 131,071 |   |  |   | (662,933 | )

On August 19, 2003, as described above, the
Company and American Cellular completed the restructuring of
American Cellulars indebtedness and equity ownership. Upon
consummation of the restructuring, American Cellular became a
wholly-owned subsidiary of the Company.



|   |                        
|-- | -----------------------
|4. | Discontinued Operations

On February 8, 2002, the Company sold
California 7 RSA, Ohio 2 RSA and
Georgia 1 RSA to Verizon Wireless for a total purchase
price of $263.0 million, and American Cellular sold
Tennessee 4 RSA to Verizon Wireless for a total
purchase price of $202.0 million. In addition, on
February 28, 2002, the Company completed another
transaction with Verizon Wireless in which the Company sold its
75% ownership interest in Arizona 5 RSA for a total
purchase price of $85.0 million. Proceeds from these
transactions were primarily used to pay down bank debt. On
June 17, 2003, the Company exchanged its California
properties with AT&T

9



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Wireless, as described above. The Companys
financial statements have been reclassified to reflect the
exchange of these properties with AT&T Wireless and the sale
of these 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, the condensed consolidated financial statements
have been reclassified 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, 2002
condensed consolidated balance sheet and consist of the
following:

|                                        |                                              |                  |         |         | 
|--------------------------------------- | -------------------------------------------- | ---------------- | ------- | ------- | 
|                                        |                                              | December 31,    
|                                        |                                              | 2002            
|                                        |                                              |                 
|                                        |                                              | ($ in thousands)
|Current assets                          |                                              | $                | 5,749   |        
|Property, plant and equipment, net      |                                              |                  | 29,023  |        
|Wireless license acquisition costs, net |                                              |                  | 143,212 |        
|Other assets                            |                                              |                  | 72      |        
|                                        |                                              |                  |         |        
|                                        | Total assets of discontinued operations      |                  | $       | 178,056 | 
|                                        |                                              |                  |         |        
|Current liabilities                     |                                              | $                | 3,472   |        
|Minority interest                       |                                              |                  | 1,397   |        
|Deferred tax liabilities                |                                              |                  | 57,939  |        
|                                        |                                              |                  |         |        
|                                        | Total liabilities of discontinued operations |                  | $       | 62,808  | 
|                                        |                                              |                  |         |        

The net income from discontinued operations was
classified on the condensed consolidated statement of operations
as Income from discontinued operations. For the nine
months ended September 30, 2002, these discontinued
operations included both the results of operations for the
properties sold to Verizon and the California properties
included in the exchange with AT&T Wireless. As for the
three months ended September 30, 2002 and the nine months
ended September 30, 2003, only the California properties
are included. Summarized results of discontinued operations are
as follows:

|                                    |  |                  |   |                  |  |      |        |      |  |   |        |   |  |   |        |  
|----------------------------------- |  | ---------------- | - | ---------------- |  | ---- | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                    |  |                  |   |                 
|                                    |  | Three Months     |   | Nine Months     
|                                    |  | Ended            |   | Ended           
|                                    |  | September 30,    |   | September 30,   
|                                    |  |                  |   |                 
|                                    |  | 2003             |   | 2002             |  | 2003 |        | 2002
|                                    |  |                  |   |                  |  |      |        |     
|                                    |  |                  |   |                 
|                                    |  | ($ in thousands) |   | ($ in thousands)
|Operating revenue                   |  | $                |  |                  |  | $    | 18,048 |      |  | $ | 31,964 |   |  | $ | 64,017 |  
|Income before income taxes          |  |                  |  |                  |  |      | 5,601  |      |  |   | 11,610 |   |  |   | 21,970 |  
|Income tax provision                |  |                  |  |                  |  |      | (2,128 | )    |  |   | (4,412 | ) |  |   | (8,349 | )
|Income from discontinued operations |  |                  |  |                  |  |      | 3,473  |      |  |   | 7,198  |   |  |   | 13,621 |  

The long-term debt of the Company is 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
markets. The interest expense allocated to these operations was
$2.2 million for the nine months ended September 30,
2003, $1.9 million for the three months ended
September 30, 2002, and $7.4 million for the nine
months ended September 30, 2002.

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 from discontinued operations totaling
$5.1 million, net of tax expense, for the nine months ended
September 30, 2002, and recorded the

10



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

related gains on the sale totaling
$88.3 million, net of tax expense, for the nine months
ended September 30, 2002.

The Company completed the exchange of its two
remaining California properties with AT&T Wireless on
June 17, 2003, and recorded income from discontinued
operations of $3.5 million, net of tax expense, for the
three months ended September 30, 2002, $7.2 million,
net of tax expense, for the nine months ended September 30,
2003, and $8.5 million, net of tax expense, for the nine
months ended September 30, 2002. In addition, during the
nine months ended September 30, 2003, the Company
recognized a gain in net income on the exchange, which totaled
approximately $27.5 million, net of tax expense. As part of
the consideration for this transaction, AT&T Wireless
transferred to the Company all of the Companys
Series AA preferred stock, which had a fair value that was
substantially lower than the carrying value, thus resulting in a
gain. This gain of $196.3 million is reflected in the
Companys income applicable to common stockholders as a
gain on redemption of preferred stock.

The net loss from discontinued operations from
the Companys previous investment in joint venture
represents the discontinued operations from American Cellular.
The Company previously owned 50% of the joint venture, which
owned American Cellular. As of August 19, 2003 American
Cellular is a wholly-owned subsidiary of the Company. The
results are as follows:

|                                  |  |                     |        |  
|--------------------------------- |  | ------------------- | ------ | -
|                                  |  | For the Period from
|                                  |  | January 1, 2002    
|                                  |  | through Disposition
|                                  |  |                    
|                                  |  | ($ in thousands)   
|Operating revenues                |  | $                   | 2,319  |  
|Loss before income taxes          |  |                     | (1,090 | )
|Income tax benefit                |  |                     | 436    |  
|Loss from discontinued operations |  |                     | (654   | )

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 February 8, 2002, the date of disposition.

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



|   |                              
|-- | -----------------------------
|5. | Property, Plant and Equipment

Property, plant and equipment are recorded at
cost. Newly constructed wireless systems are added to property,
plant and equipment at cost, which includes contracted services,
direct labor and materials overhead. Existing property, plant
and equipment purchased through acquisitions is recorded at its
fair value at the date of the purchase. Repairs, minor
replacements and maintenance are charged to operations as
incurred. The provisions for depreciation are provided using the
straight-line method based on the estimated useful lives of the
various classes of depreciable property. Depreciation expense
for the nine months ended September 30,

11



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

2003 and 2002 totaled $64.9 million and
$49.4 million, respectively. Listed below are the gross
property, plant and equipment amounts and the related
accumulated depreciation for the periods described.

|                                    |  |                  |          |              |  |   |          |  
|----------------------------------- |  | ---------------- | -------- | ------------ |  | - | -------- | -
|                                    |  | September 30,    |          | December 31,
|                                    |  | 2003             |          | 2002        
|                                    |  |                  |          |             
|                                    |  |                 
|                                    |  | ($ in thousands)
|Gross property, plant and equipment |  | $                | 995,645  |              |  | $ | 469,933  |  
|Accumulated depreciation            |  |                  | (461,235 | )            |  |   | (198,230 | )
|                                    |  |                  |          |              |  |   |          |  
|Property, plant and equipment, net  |  | $                | 534,410  |              |  | $ | 271,703  |  
|                                    |  |                  |          |              |  |   |          |  



|   |               
|-- | --------------
|6. | Long-Term Debt

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

|                                          |                      |                  |         |              |  |   |         |           | 
|----------------------------------------- | -------------------- | ---------------- | ------- | ------------ |  | - | ------- | --------- | 
|                                          |                      | September 30,    |         | December 31,
|                                          |                      | 2003             |         | 2002        
|                                          |                      |                  |         |             
|                                          |                      |                 
|                                          |                      | ($ in thousands)
|Credit facilities                         |                      | $                | 54,008  |              |  | $ | 786,382 |          
|Dobson/ Sygnet senior notes               |                      |                  | 188,500 |              |  |   | 188,500 |          
|DCC 10.875% senior notes, net of discount |                      |                  | 298,384 |              |  |   | 298,238 |          
|DCC 11.75% senior notes                   |                      |                  | 20      |              |  |   | 20      |          
|DCC 8.875% senior notes                   |                      |                  | 650,000 |              |  |   |        |          
|ACC 10% senior notes                      |                      |                  | 900,000 |              |  |   |        |          
|ACC 9.5% senior subordinated notes        |                      |                  | 12,635  |              |  |   |        |          
|                                          |                      |                  |         |              |  |   |         |          
|                                          | Total debt           |                  |         | 2,103,547    |  |   |         | 1,273,140 | 
|Less  Current maturities                 |                      |                  | 1,000   |              |  |   | 50,704  |          
|                                          |                      |                  |         |              |  |   |         |          
|                                          | Total long-term debt |                  | $       | 2,102,547    |  |   | $       | 1,222,436 | 
|                                          |                      |                  |         |              |  |   |         |          



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

The Dobson Operating Co. LLC. (DOC
LLC) credit facility included a $204.5 million
revolving credit facility and $279.6 million remaining of
term loan facilities consisting of a Term A facility of
$130.2 million, a Term B Facility of
$80.7 million and an additional Term B Facility of
$68.7 million. On September 26, 2003, the Company used
a portion of the net proceeds of its private offering of
$650 million 8.875% senior notes to repay all amounts
outstanding under this credit facility, as described below. This
prepayment resulted in a loss from extinguishment of debt of
$11.0 million, due to the write off of related deferred
financing costs.



| |                                    
| | -----------------------------------
| | Sygnet Wireless Credit
    Facility

The Companys indirect wholly-owned
subsidiary, Sygnet Wireless, was a party to a secured credit
agreement for an aggregate of $267.1 million, consisting of
a $3.4 million revolving credit facility and
$263.7 million of term loans. On September 26, 2003,
in connection with the private offering of $650 million
8.875% senior notes, as described below,
$213.1 million of this credit facility was repaid. As of
September 30, 2003, $54.0 million remained outstanding
under this credit facility. Subsequent to September 30,
2003, the Company repaid the remaining balance of this credit
facility, as described below. For the nine months ended
September 30, 2003, this prepayment resulted in a loss from
extinguishment of debt of $17.1 million, due to the write
off of related deferred financing costs.

12



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



| |                            
| | ---------------------------
| | Dobson/ Sygnet Senior Notes

On September 30, 2002, the Company purchased
$11.5 million principal amount of senior notes issued by
the Companys subsidiary, Dobson/ Sygnet Communications
Company (Dobson/ Sygnet) for the purchase price of
$8.9 million. This repurchase resulted in a reduction of
the Companys total outstanding debt and a gain from
extinguishment of debt of $2.6 million due to the write off
of related deferred financing costs. Subsequent to
September 30, 2003, the Company purchased an additional
$183.3 million principal amount of these senior notes, as
described below.



| |                 
| | ----------------
| | DCC Senior Notes

On September 26, 2003, the Company completed
its private offering of $650 million aggregate principal
amount of 8.875% senior notes due 2013. The net proceeds
from the offering, together with borrowings under a new
$700 million credit facility that was obtained by the
Companys wholly-owned subsidiary, Dobson Cellular Systems,
Inc. (DCS), in October 2003, were used to refinance
and replace the existing credit facilities of the Companys
subsidiaries, to fund the repurchase of $183.3 million
principal amount of Dobson/ Sygnets 12.25% senior
notes, to fund the repurchase of 246,967 shares of the
Companys 12.25% senior exchangeable preferred stock
having an aggregate liquidation preference of
$248.3 million, and for general corporate purposes.
American Cellular is an unrestricted subsidiary for purposes of
the Companys 8.875% senior notes.



| |                                   
| | ----------------------------------
| | American Cellular Senior
    Notes

On August 8, 2003, American Cellular and ACC
Escrow Corp., a newly formed, wholly-owned, indirect subsidiary
of the Company, completed the private offering of
$900.0 million aggregate principal amount of 10%
Series A senior notes due 2011. The senior notes were
issued at par on August 8, 2003, by ACC Escrow Corp. ACC
Escrow Corp. merged into American Cellular as part of the
restructuring. The net proceeds from the offering were used to
fully repay American Cellulars existing bank credit
facility and to pay expenses of the restructuring. DCC is not a
guarantor of these senior notes. All material subsidiaries of
American Cellular are guarantors of these senior notes.



| |                    
| | -------------------
| | DCS Credit Facility

On October 23, 2003, the Company caused
Sygnet Wireless, (and its wholly-owned subsidiary, Sygnet
Communications, Inc.), to be merged with and into the
Companys wholly-owned subsidiary, DCS, and caused DOC LLC
immediately thereafter to terminate its revolving credit
facility and replace it with a new senior secured credit
facility consisting of:



| |   |                                                                          
| | - | -------------------------------------------------------------------------
| |  | a 6-year $150.0 million senior secured
    revolving credit facility, and
|
| |  | a 6.5-year $550.0 million senior secured
    term loan facility.         

The new DCS credit facility is guaranteed by the
Company, DOC LLC and each of DCSs direct subsidiaries and
is secured by a first priority security interest in all of the
tangible and intangible assets of DCS. The new DCS credit
facility is not guaranteed by American Cellular or any of its
subsidiaries.

Interest on the DCS credit facility is currently
based on a LIBOR formula plus a spread.

Under specified terms and conditions, including
covenant compliance, the amount available under the new DCS
credit facility may be increased by an incremental facility of
up to $200.0 million. The Company has the right to make no
more than four requests to increase the amount of the credit
facility and with respect to the revolving credit facility, it
must be made at least 12 months prior to the credit
termination date and with respect to the term loan facility, it
must be made within 30 months of the closing date. Any
incremental

13



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

facility will have a maturity greater than the
weighted average life of the existing debt under the new DCS
credit facility.

Under the new DCS credit facility there are
mandatory scheduled principal or amortization payments of the
term loan facility and no reductions in commitments under the
revolving credit facility. The term loan facility will amortize
1% per annum for the first 5.5 years and in equal
quarterly installments for the balance in the final year. The
revolving credit facility is scheduled to mature in April 2009
and the term loan facility is scheduled to mature in April 2010.
However, if the Company has not refinanced or repaid its
10.875% senior notes by January 31, 2010, then the
term loan facility will mature on January 31, 2010.

DCS will also be required to make mandatory
reductions of the credit facility with the net cash proceeds
received from certain issuances of debt and equity and upon any
material sale of assets.

The DCS credit agreement contains covenants that,
subject to specified exceptions, limit the Companys
ability to:



| |   |                                                            
| | - | -----------------------------------------------------------
| |  | make capital expenditures;                                 
|
| |  | sell or dispose of assets;                                 
|
| |  | incur additional debt;                                     
|
| |  | create liens;                                              
|
| |  | merge with or acquire other companies;                     
|
| |  | engage in transactions with affiliates; and                
|
| |  | make loans, investments, advances or stock
    repurchases.

14



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Set forth below are condensed consolidating
financial statements of Dobson Communications Corporation as of
September 30, 2003 and for the nine months ended
September 30, 2003. These financials include Dobson
Cellular Systems (DCS), (the guarantor of the DCS
credit facility) and American Cellular (American Cellulars
subsidiaries are the guarantors of its $900 million
aggregate principal amount of senior notes) from the date of
acquisition through September 30, 2003.

CONDENSED CONSOLIDATING BALANCE
SHEET

As of September 30, 2003


|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |    |           |           |           |   |            |            |            |         |           |           |           | 
|---------------------------------------- | ------------------------------------------------------- | -------------------------- | ------------------------------------------ | --------- | --------- | --------- | ------- | ------------ | --------- | ------------ | -- | --------- | --------- | --------- | - | ---------- | ---------- | ---------- | ------- | --------- | --------- | --------- | 
|                                         |                                                         | DCS                        |                                            | ACC       |           | Parent    |         | Eliminations |           | Consolidated
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |             
|                                         |                                                         |                           
|                                         |                                                         | ($ in thousands)          
|                                         |                                                         |                           
|                                         |                                                         | (Unaudited)               
|ASSETS                                  
|CURRENT ASSETS:                          |                                                         |                            |                                            |           |           |           |         |              |           |              |    |           |           |           |   |            |            |            |         |          
|                                         | Cash and cash equivalents                               |                            | $                                          | 42,885    |           |           | $       | 49,653       |           |              | $  | 136,866   |           |           | $ |           |            |            | $       | 229,404   |          
|                                         | Restricted cash and investments                         |                            |                                            | 7,262     |           |           |         | 4,239        |           |              |    |          |           |           |   |           |            |            |         | 11,501    |          
|                                         | Accounts receivable                                     |                            |                                            | 72,289    |           |           |         | 42,823       |           |              |    |          |           |           |   |           |            |            |         | 115,112   |          
|                                         | Inventory                                               |                            |                                            | 15,043    |           |           |         | 3,308        |           |              |    |          |           |           |   |           |            |            |         | 18,351    |          
|                                         | Prepaid expenses and other                              |                            |                                            | 7,872     |           |           |         | 6,753        |           |              |    | 15        |           |           |   |           |            |            |         | 14,640    |          
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |    |           |           |           |   |            |            |            |         |          
|                                         |                                                         | Total current assets       |                                            |           | 145,351   |           |         |              | 106,776   |              |    |           | 136,881   |           |   |            |           |            |         |           | 389,008   |          
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |    |           |           |           |   |            |            |            |         |          
|PROPERTY, PLANT AND EQUIPMENT, net       |                                                         |                            | 327,818                                    |           |           |           | 206,539 |              |           |              | 53 |           |           |           |  |            |            |            | 534,410 |          
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |    |           |           |           |   |            |            |            |         |          
|OTHER ASSETS:                            |                                                         |                            |                                            |           |           |           |         |              |           |              |    |           |           |           |   |            |            |            |         |          
|                                         | Net intercompany (payable) receivable                   |                            |                                            | (86,631   | )         |           |         | 646          |           |              |    | 85,985    |           |           |   |           |            |            |         |          |          
|                                         | Restricted assets                                       |                            |                                            | 525       |           |           |         |             |           |              |    |          |           |           |   |           |            |            |         | 525       |          
|                                         | Goodwill                                                |                            |                                            | 28,470    |           |           |         | 646,757      |           |              |    | 1,142     |           |           |   |           |            |            |         | 676,369   |          
|                                         | Wireless license acquisition costs                      |                            |                                            | 1,123,873 |           |           |         | 569,169      |           |              |    | 14,099    |           |           |   |           |            |            |         | 1,707,141 |          
|                                         | Deferred financing costs, net                           |                            |                                            | 8,910     |           |           |         | 18,769       |           |              |    | 18,465    |           |           |   |           |            |            |         | 46,144    |          
|                                         | Other intangibles, net                                  |                            |                                            | 23,169    |           |           |         | 79,253       |           |              |    |          |           |           |   |           |            |            |         | 102,422   |          
|                                         | Other non-current assets                                |                            |                                            | 7,211     |           |           |         | 620          |           |              |    | 1,561,364 |           |           |   | (1,561,372 | )          |            |         | 7,823     |          
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |    |           |           |           |   |            |            |            |         |          
|                                         |                                                         | Total other assets         |                                            |           | 1,105,527 |           |         |              | 1,315,214 |              |    |           | 1,681,055 |           |   |            | (1,561,372 | )          |         |           | 2,540,424 |          
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |    |           |           |           |   |            |            |            |         |          
|                                         |                                                         |                            | Total assets                               |           | $         | 1,578,696 |         |              | $         | 1,628,529    |    |           | $         | 1,817,989 |   |            | $          | (1,561,372 | )       |           | $         | 3,463,842 | 
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |    |           |           |           |   |            |            |            |         |          
|                                        
|LIABILITIES AND STOCKHOLDERS
    EQUITY
|CURRENT LIABILITIES:                     |                                                         |                            |                                            |           |           |           |         |              |           |              |    |           |           |           |   |            |            |            |         |          
|                                         | Accounts payable                                        |                            |                                            | 75,636    |           |           |         | 50,337       |           |              |    |          |           |           |   |           |            |            |         | 125,973   |          
|                                         | Accrued expenses                                        |                            |                                            | 21,303    |           |           |         | 9,318        |           |              |    | 1,610     |           |           |   |           |            |            |         | 32,231    |          
|                                         | Accrued interest                                        |                            |                                            | 8,813     |           |           |         | 17,299       |           |              |    | 9,013     |           |           |   |           |            |            |         | 35,125    |          
|                                         | Deferred revenue and customer deposits                  |                            |                                            | 14,279    |           |           |         | 11,552       |           |              |    | 6         |           |           |   |           |            |            |         | 25,837    |          
|                                         | Current portion of long-term debt                       |                            |                                            | 1,000     |           |           |         |             |           |              |    |          |           |           |   |           |            |            |         | 1,000     |          
|                                         | Accrued dividends payable                               |                            |                                            |          |           |           |         |             |           |              |    | 14,336    |           |           |   |           |            |            |         | 14,336    |          
|                                         | Current portion of obligations under capital
    leases |                            |                                            | 899       |           |           |         |             |           |              |    |          |           |           |   |           |            |            |         | 899       |          
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |    |           |           |           |   |            |            |            |         |          
|                                         |                                                         | Total current liabilities  |                                            |           | 121,930   |           |         |              | 88,506    |              |    |           | 24,965    |           |   |            |           |            |         |           | 235,401   |          
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |    |           |           |           |   |            |            |            |         |          
|OTHER LIABILITIES:                       |                                                         |                            |                                            |           |           |           |         |              |           |              |    |           |           |           |   |            |            |            |         |          
|                                         | Long-term debt, net of current portion                  |                            |                                            | 253,008   |           |           |         | 912,635      |           |              |    | 936,904   |           |           |   |           |            |            |         | 2,102,547 |          
|                                         | Deferred tax liabilities                                |                            |                                            | 139,770   |           |           |         | 145,370      |           |              |    | 925       |           |           |   | (12,160    | )          |            |         | 273,905   |          
|                                         | Senior exchangeable preferred stock, net                |                            |                                            |          |           |           |         |             |           |              |    | 531,452   |           |           |   |           |            |            |         | 531,452   |          
|                                         | Other non-current liabilities                           |                            |                                            | 7,537     |           |           |         | 6,815        |           |              |    |          |           |           |   |           |            |            |         | 14,352    |          
|                                         | Series F Convertible Preferred Stock                    |                            |                                            |          |           |           |         |             |           |              |    | 122,536   |           |           |   |           |            |            |         | 122,536   |          
|STOCKHOLDERS EQUITY:                    |                                                         |                            |                                            |           |           |           |         |              |           |              |    |           |           |           |   |            |            |            |         |          
|                                         |                                                         | Total stockholders equity |                                            |           | 1,056,451 |           |         |              | 475,203   |              |    |           | 201,207   |           |   |            | (1,549,212 | )          |         |           | 183,649   |          
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |    |           |           |           |   |            |            |            |         |          
|                                         |                                                         |                            | Total liabilities and stockholders equity |           | $         | 1,578,696 |         |              | $         | 1,628,529    |    |           | $         | 1,817,989 |   |            | $          | (1,561,372 | )       |           | $         | 3,463,842 | 
|                                         |                                                         |                            |                                            |           |           |           |         |              |           |              |    |           |           |           |   |            |            |            |         |          

15



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

For the Nine Months Ended September 30,
2003


|                                                                                       |                                                                                                            |                          |         |         |         |        |        |              |        |              |         |         |    |   |         |         |      |   |         |         |         | 
|-------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ------------------------ | ------- | ------- | ------- | ------ | ------ | ------------ | ------ | ------------ | ------- | ------- | -- | - | ------- | ------- | ---- | - | ------- | ------- | ------- | 
|                                                                                       |                                                                                                            | DCS                      |         | ACC     |         | Parent |        | Eliminations |        | Consolidated
|                                                                                       |                                                                                                            |                          |         |         |         |        |        |              |        |             
|                                                                                       |                                                                                                            |                         
|                                                                                       |                                                                                                            | ($ in thousands)        
|                                                                                       |                                                                                                            |                         
|                                                                                       |                                                                                                            | (Unaudited)             
|OPERATING REVENUE:                                                                     |                                                                                                            |                          |         |         |         |        |        |              |        |              |         |         |    |   |         |         |      |   |         |        
|                                                                                       | Service revenue                                                                                            |                          | $       | 295,052 |         |        | $      | 38,630       |        |              | $       |        |    |   | $       |        |      |   | $       | 333,682 |        
|                                                                                       | Roaming revenue                                                                                            |                          |         | 146,761 |         |        |        | 14,538       |        |              |         |        |    |   |         |        |      |   |         | 161,299 |        
|                                                                                       | Equipment and other revenue                                                                                |                          |         | 19,523  |         |        |        | 1,994        |        |              |         |        |    |   |         | (738    | )    |   |         | 20,779  |        
|                                                                                       |                                                                                                            |                          |         |         |         |        |        |              |        |              |         |         |    |   |         |         |      |   |         |        
|                                                                                       |                                                                                                            | Total operating revenue  |         |         | 461,336 |        |        |              | 55,162 |              |         |         |   |   |         |         | (738 | ) |         |         | 515,760 | 
|                                                                                       |                                                                                                            |                          |         |         |         |        |        |              |        |              |         |         |    |   |         |         |      |   |         |        
|OPERATING EXPENSES:                                                                    |                                                                                                            |                          |         |         |         |        |        |              |        |              |         |         |    |   |         |         |      |   |         |        
|                                                                                       | Cost of service (exclusive of items shown
    separately below)                                            |                          |         | 109,360 |         |        |        | 11,612       |        |              |         |        |    |   |         | (189    | )    |   |         | 120,783 |        
|                                                                                       | Cost of equipment                                                                                          |                          |         | 31,903  |         |        |        | 4,500        |        |              |         |        |    |   |         |        |      |   |         | 36,403  |        
|                                                                                       | Marketing and selling                                                                                      |                          |         | 45,989  |         |        |        | 6,553        |        |              |         |        |    |   |         |        |      |   |         | 52,542  |        
|                                                                                       | General and administrative                                                                                 |                          |         | 57,441  |         |        |        | 8,872        |        |              |         | 15      |    |   |         | (549    | )    |   |         | 65,779  |        
|                                                                                       | Depreciation and amortization                                                                              |                          |         | 68,554  |         |        |        | 8,861        |        |              |         |        |    |   |         |        |      |   |         | 77,415  |        
|                                                                                       |                                                                                                            |                          |         |         |         |        |        |              |        |              |         |         |    |   |         |         |      |   |         |        
|                                                                                       |                                                                                                            | Total operating expenses |         |         | 313,247 |        |        |              | 40,398 |              |         |         | 15 |   |         |         | (738 | ) |         |         | 352,922 | 
|                                                                                       |                                                                                                            |                          |         |         |         |        |        |              |        |              |         |         |    |   |         |         |      |   |         |        
|OPERATING INCOME (EXPENSE)                                                             |                                                                                                            |                          | 148,089 |         |         |        | 14,764 |              |        |              | (15     | )       |    |   |        |         |      |   | 162,838 |        
|                                                                                       |                                                                                                            |                          |         |         |         |        |        |              |        |              |         |         |    |   |         |         |      |   |         |        
|OTHER (EXPENSE) INCOME:                                                                |                                                                                                            |                          |         |         |         |        |        |              |        |              |         |         |    |   |         |         |      |   |         |        
|                                                                                       | Interest expense                                                                                           |                          |         | (48,070 | )       |        |        | (13,849      | )      |              |         | (29,643 | )  |   |         | 4,335   |      |   |         | (87,227 | )      
|                                                                                       | Dividends on mandatory redeemable preferred stock                                                          |                          |         |        |         |        |        |             |        |              |         | (17,833 | )  |   |         |        |      |   |         | (17,833 | )      
|                                                                                       | Loss from extinguishment of debt                                                                           |                          |         | (28,102 | )       |        |        |             |        |              |         |        |    |   |         |        |      |   |         | (28,102 | )      
|                                                                                       | Dividend from DCS                                                                                          |                          |         |        |         |        |        |             |        |              |         | 32,000  |    |   |         | (32,000 | )    |   |         |        |        
|                                                                                       | Other income (expense), net                                                                                |                          |         | 2,311   |         |        |        | 143          |        |              |         | 4,021   |    |   |         | (4,335  | )    |   |         | 2,140   |        
|                                                                                       |                                                                                                            |                          |         |         |         |        |        |              |        |              |         |         |    |   |         |         |      |   |         |        
|INCOME (LOSS) BEFORE MINORITY INTERESTS IN
    INCOME OF SUBSIDIARIES AND INCOME TAXES |                                                                                                            |                          | 74,228  |         |         |        | 1,058  |              |        |              | (11,470 | )       |    |   | (32,000 | )       |      |   | 31,816  |        
|MINORITY INTERESTS IN INCOME OF SUBSIDIARIES                                           |                                                                                                            |                          | (5,251  | )       |         |        |       |              |        |              |        |         |    |   |        |         |      |   | (5,251  | )      
|                                                                                       |                                                                                                            |                          |         |         |         |        |        |              |        |              |         |         |    |   |         |         |      |   |         |        
|INCOME (LOSS) BEFORE INCOME TAXES                                                      |                                                                                                            |                          | 68,977  |         |         |        | 1,058  |              |        |              | (11,470 | )       |    |   | (32,000 | )       |      |   | 26,565  |        
|                                                                                       | Income tax (expense) benefit                                                                               |                          |         | (26,211 | )       |        |        | (402         | )      |              |         | (2,417  | )  |   |         | 12,160  |      |   |         | (16,870 | )      
|                                                                                       |                                                                                                            |                          |         |         |         |        |        |              |        |              |         |         |    |   |         |         |      |   |         |        
|INCOME (LOSS) FROM CONTINUING OPERATIONS                                               |                                                                                                            |                          | 42,766  |         |         |        | 656    |              |        |              | (13,887 | )       |    |   | (19,840 | )       |      |   | 9,695   |        
|                                                                                       | Income from discontinued operations and disposal
    of discontinued operations, net of income tax expense |                          |         | 34,713  |         |        |        |             |        |              |         |        |    |   |         |        |      |   |         | 34,713  |        
|                                                                                       |                                                                                                            |                          |         |         |         |        |        |              |        |              |         |         |    |   |         |         |      |   |         |        
|NET INCOME                                                                             |                                                                                                            |                          | 77,479  |         |         |        | 656    |              |        |              | (13,887 | )       |    |   | (19,840 | )       |      |   | 44,408  |        
|                                                                                       | Dividends on preferred stock                                                                               |                          |         |        |         |        |        |             |        |              |         | (41,421 | )  |   |         |        |      |   |         | (41,421 | )      
|                                                                                       | Gain on redemption of preferred stock                                                                      |                          |         |        |         |        |        |             |        |              |         | 218,310 |    |   |         |        |      |   |         | 218,310 |        
|                                                                                       |                                                                                                            |                          |         |         |         |        |        |              |        |              |         |         |    |   |         |         |      |   |         |        
|NET INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDERS                                |                                                                                                            | $                        | 77,479  |         |         | $      | 656    |              |        | $            | 163,002 |         |    | $ | (19,840 | )       |      | $ | 221,297 |        
|                                                                                       |                                                                                                            |                          |         |         |         |        |        |              |        |              |         |         |    |   |         |         |      |   |         |        

16



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS

For the Nine Months Ended September 30,
2003


|                                                         |                                                                                                                                   |                                                                      |                                                         |          |        |          |        |              |        |              |         |          |         |         |   |         |        |        |         |            |        |          |  
|-------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- | ------------------------------------------------------- | -------- | ------ | -------- | ------ | ------------ | ------ | ------------ | ------- | -------- | ------- | ------- | - | ------- | ------ | ------ | ------- | ---------- | ------ | -------- | -
|                                                         |                                                                                                                                   | DCS                                                                  |                                                         | ACC      |        | Parent   |        | Eliminations |        | Consolidated
|                                                         |                                                                                                                                   |                                                                      |                                                         |          |        |          |        |              |        |             
|                                                         |                                                                                                                                   |                                                                     
|                                                         |                                                                                                                                   | ($ in thousands)                                                    
|                                                         |                                                                                                                                   |                                                                     
|                                                         |                                                                                                                                   | (Unaudited)                                                         
|CASH FLOWS FROM OPERATING ACTIVITIES:                    |                                                                                                                                   |                                                                      |                                                         |          |        |          |        |              |        |              |         |          |         |         |   |         |        |        |         |           
|                                                         | Income (loss) from continuing operations                                                                                          |                                                                      | $                                                       | 42,766   |        |          | $      | 656          |        |              | $       | (13,887  | )       |         | $ | (19,840 | )      |        | $       | 9,695      |       
|                                                         | Adjustments to reconcile net income (loss) to net
    cash provided by operating activities, net of effects of
    acquisitions  |                                                                      |                                                         |          |        |          |        |              |        |              |         |          |         |         |   |         |        |        |         |            |       
|                                                         |                                                                                                                                   | Depreciation and amortization                                        |                                                         |          | 68,553 |          |        |              | 8,862  |              |         |          |        |         |   |         |       |        |         |            | 77,415 |         
|                                                         |                                                                                                                                   | Amortization of bond premium and financing costs                     |                                                         |          | 6,673  |          |        |              | 269    |              |         |          | 163     |         |   |         |       |        |         |            | 7,105  |         
|                                                         |                                                                                                                                   | Deferred income taxes                                                |                                                         |          | 33,669 |          |        |              | 201    |              |         |          | (25,148 | )       |   |         | 12,160 |        |         |            | 20,882 |         
|                                                         |                                                                                                                                   | Noncash mandatorily redeemable preferred stock
    dividends         |                                                         |          |       |          |        |              |       |              |         |          | 6,868   |         |   |         |       |        |         |            | 6,868  |         
|                                                         |                                                                                                                                   | Cash provided by operating activities of
    discontinued operations |                                                         |          | 7,833  |          |        |              |       |              |         |          |        |         |   |         |       |        |         |            | 7,833  |         
|                                                         |                                                                                                                                   | Gain on disposition of assets, net                                   |                                                         |          | 235    |          |        |              |       |              |         |          |        |         |   |         |       |        |         |            | 235    |         
|                                                         |                                                                                                                                   | Gain (loss) on extinguishment of debt                                |                                                         |          | 28,102 |          |        |              |       |              |         |          |        |         |   |         |       |        |         |            | 28,102 |         
|                                                         |                                                                                                                                   | Minority interests in income of subsidiaries                         |                                                         |          | 5,251  |          |        |              |       |              |         |          |        |         |   |         |       |        |         |            | 5,251  |         
|                                                         | Changes in current assets and
    liabilities                                                                                    |                                                                      |                                                         |          |        |          |        |              |        |              |         |          |         |         |   |         |        |        |         |            |       
|                                                         |                                                                                                                                   | Accounts receivable                                                  |                                                         |          | (1,771 | )        |        |              | 3,594  |              |         |          |        |         |   |         |       |        |         |            | 1,823  |         
|                                                         |                                                                                                                                   | Inventory                                                            |                                                         |          | (8,713 | )        |        |              | 101    |              |         |          |        |         |   |         |       |        |         |            | (8,612 | )       
|                                                         |                                                                                                                                   | Prepaid expenses and other                                           |                                                         |          | (2,068 | )        |        |              | (1,135 | )            |         |          | (5      | )       |   |         |       |        |         |            | (3,208 | )       
|                                                         |                                                                                                                                   | Accounts payable                                                     |                                                         |          | 14,234 |          |        |              | 26,292 |              |         |          |        |         |   |         |       |        |         |            | 40,526 |         
|                                                         |                                                                                                                                   | Accrued expenses                                                     |                                                         |          | (461   | )        |        |              | (650   | )            |         |          | (7,838  | )       |   |         |       |        |         |            | (8,949 | )       
|                                                         |                                                                                                                                   | Deferred revenue and customer deposits                               |                                                         |          | 665    |          |        |              | 300    |              |         |          |        |         |   |         |       |        |         |            | 965    |         
|                                                         |                                                                                                                                   |                                                                      |                                                         |          |        |          |        |              |        |              |         |          |         |         |   |         |        |        |         |           
|                                                         |                                                                                                                                   |                                                                      | Net cash provided by (used in) operating
    activities |          |        | 194,968  |        |              |        | 38,490       |         |          |         | (39,847 | ) |         |        | (7,680 | )       |            |        | 185,931  |  
|                                                         |                                                                                                                                   |                                                                      |                                                         |          |        |          |        |              |        |              |         |          |         |         |   |         |        |        |         |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                    |                                                                                                                                   |                                                                      |                                                         |          |        |          |        |              |        |              |         |          |         |         |   |         |        |        |         |           
|                                                         | Capital expenditures                                                                                                              |                                                                      |                                                         | (80,928  | )      |          |        | (28,843      | )      |              |         |         |         |         |   |        |        |        |         | (109,771   | )     
|                                                         | Purchase of wireless license & properties                                                                                         |                                                                      |                                                         | (123     | )      |          |        | 141          |        |              |         | (50,018  | )       |         |   |        |        |        |         | (50,000    | )     
|                                                         | Cash acquired through acquisition of American
    Cellular Corporation                                                            |                                                                      |                                                         |         |        |          |        | 35,819       |        |              |         |         |         |         |   |        |        |        |         | 35,819     |       
|                                                         | Decrease (increase) in receivable-affiliates                                                                                      |                                                                      |                                                         | 16,955   |        |          |        | (11,010      | )      |              |         | (22,974  | )       |         |   | 7,680   |        |        |         | (9,349     | )     
|                                                         | Proceeds from sale of property, plant, and
    equipment                                                                          |                                                                      |                                                         | 13       |        |          |        |             |        |              |         |         |         |         |   |        |        |        |         | 13         |       
|                                                         | Refund of funds held in escrow for contingencies
    on sold assets                                                               |                                                                      |                                                         | 7,094    |        |          |        |             |        |              |         |         |         |         |   |        |        |        |         | 7,094      |       
|                                                         | Cash used in investing activities from
    discontinued operations                                                                |                                                                      |                                                         | (316     | )      |          |        |             |        |              |         |         |         |         |   |        |        |        |         | (316       | )     
|                                                         | Other investing activities                                                                                                        |                                                                      |                                                         | 266      |        |          |        |             |        |              |         | 6,462    |         |         |   |        |        |        |         | 6,728      |       
|                                                         |                                                                                                                                   |                                                                      |                                                         |          |        |          |        |              |        |              |         |          |         |         |   |         |        |        |         |           
|                                                         |                                                                                                                                   |                                                                      | Net cash (used in) provided by investing
    activities |          |        | (57,039  | )      |              |        | (3,893       | )       |          |         | (66,530 | ) |         |        | 7,680  |         |            |        | (119,782 | )
|                                                         |                                                                                                                                   |                                                                      |                                                         |          |        |          |        |              |        |              |         |          |         |         |   |         |        |        |         |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                    |                                                                                                                                   |                                                                      |                                                         |          |        |          |        |              |        |              |         |          |         |         |   |         |        |        |         |           
|                                                         | Proceeds from long-term debt                                                                                                      |                                                                      |                                                         |         |        |          |        | 900,000      |        |              |         | 650,000  |         |         |   |        |        |        |         | 1,550,000  |       
|                                                         | Repayments of long-term debt                                                                                                      |                                                                      |                                                         | (732,374 | )      |          |        | (864,294     | )      |              |         |         |         |         |   |        |        |        |         | (1,596,668 | )     
|                                                         | Distributions to partners                                                                                                         |                                                                      |                                                         | (5,788   | )      |          |        |             |        |              |         |         |         |         |   |        |        |        |         | (5,788     | )     
|                                                         | Preferred stock dividends                                                                                                         |                                                                      |                                                         |         |        |          |        |             |        |              |         | (10,844  | )       |         |   |        |        |        |         | (10,844    | )     
|                                                         | Issuance of common stock                                                                                                          |                                                                      |                                                         |         |        |          |        |             |        |              |         | 888      |         |         |   |        |        |        |         | 888        |       
|                                                         | Redemption of exchangeable preferred stock                                                                                        |                                                                      |                                                         |         |        |          |        |             |        |              |         | (36,593  | )       |         |   |        |        |        |         | (36,593    | )     
|                                                         | Purchase of treasury stock                                                                                                        |                                                                      |                                                         |         |        |          |        |             |        |              |         | (8,498   | )       |         |   |        |        |        |         | (8,498     | )     
|                                                         | Receipt of subscriptions receivable                                                                                               |                                                                      |                                                         |         |        |          |        |             |        |              |         | 9,966    |         |         |   |        |        |        |         | 9,966      |       
|                                                         | Capital contribution from parent                                                                                                  |                                                                      |                                                         | 527,000  |        |          |        |             |        |              |         | (527,000 | )       |         |   |        |        |        |         |           |       
|                                                         | Deferred financing costs                                                                                                          |                                                                      |                                                         | 3,281    |        |          |        | (20,651      | )      |              |         | (14,747  | )       |         |   |        |        |        |         | (32,117    | )     
|                                                         | Other financing activities                                                                                                        |                                                                      |                                                         | (541     | )      |          |        |              |        |              |         | (753     | )       |         |   |        |        |        |         | (1,294     | )     
|                                                         |                                                                                                                                   |                                                                      |                                                         |          |        |          |        |              |        |              |         |          |         |         |   |         |        |        |         |           
|                                                         |                                                                                                                                   |                                                                      | Net cash (used in) provided by financing
    activities |          |        | (208,422 | )      |              |        | 15,055       |         |          |         | 62,419  |   |         |        |       |         |            |        | (130,948 | )
|                                                         |                                                                                                                                   |                                                                      |                                                         |          |        |          |        |              |        |              |         |          |         |         |   |         |        |        |         |           
|NET (DECREASE) INCREASE IN CASH AND CASH
    EQUIVALENTS |                                                                                                                                   |                                                                      | (70,493                                                 | )        |        |          | 49,652 |              |        |              | (43,958 | )        |         |         |  |         |        |        | (64,799 | )         
|CASH AND CASH EQUIVALENTS, beginning of period           |                                                                                                                                   |                                                                      | 113,378                                                 |          |        |          |       |              |        |              | 180,825 |          |         |         |  |         |        |        | 294,203 |           
|                                                         |                                                                                                                                   |                                                                      |                                                         |          |        |          |        |              |        |              |         |          |         |         |   |         |        |        |         |           
|CASH AND CASH EQUIVALENTS, end of period                 |                                                                                                                                   | $                                                                    | 42,885                                                  |          |        | $        | 49,652 |              |        | $            | 136,867 |          |         | $       |  |         |        | $      | 229,404 |           
|                                                         |                                                                                                                                   |                                                                      |                                                         |          |        |          |        |              |        |              |         |          |         |         |   |         |        |        |         |           

17



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



| |                     
| | --------------------
| | Interest Rate Hedges

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

The Company had entered into a
$135.0 million derivative contract on the Dobson Operating
Co., L.L.C. (DOC LLC) credit facility whereby the
interest rate was fixed at 6.9% plus a factor based on DOC
LLCs leverage. The derivative contract expired in April
2003. Additionally, the Company had entered into a
$190.0 million derivative contract and a
$300.0 million derivative contract on the DOC LLC credit
facility which both expired during 2002.

The Companys accumulated other
comprehensive loss, net of income tax benefit, was
$1.1 million as of December 31, 2002 and had decreased
to zero at June 30, 2003. These contracts were reclassified
from other comprehensive income and expensed in the statement of
operations during 2002 and 2003.



| |              
| | -------------
| | Debt of DCCLP

On May 19, 2003, the Companys
principal stockholder DCCLP, and certain of its affiliates,
entered into a new credit agreement with Bank of America, N.A.
This credit agreement, which matures in May 2006, had an
aggregate principal amount outstanding of $60 million as of
September 30, 2003. To secure their obligations under this
credit agreement, DCCLP and its affiliates individually pledged
certain assets, which included beneficial ownership of shares of
the Companys class A and class B common stock.
However, the new agreement eliminates the risk of a change of
control of the Company related to possible future default on the
DCCLP loan as DCCLP has retained a sufficient number of shares
of the Companys class B common stock that are no
longer pledged as collateral for DCCLPs loan from Bank of
America, so that a default under the new credit agreement would
not result in a change of control of the Company. As a result,
the substantial doubt that existed as of December 31, 2002
and March 31, 2003 regarding the Companys ability to
continue operating as a going concern no longer exists. Under
the terms of its new agreement with Bank of America, DCCLP
transferred 32.5 million shares of the Companys
class A common stock to Bank of America. On July 31,
2003 and August 1, 2003, an affiliate of Bank of America
sold a total of 4.0 million shares of the Companys
class A common stock, which had been acquired by the Bank
as part of the loan restructuring between the Bank and DCCLP in
May of 2003. These sales constitute a Release Event,
as defined in the credit agreement. As a result, Bank of America
has released its lien on an additional 1.5 million
class B shares owned by DCCLP. On October 10, 2003,
Bank of America sold all of the remaining 28.5 million
shares of class A common stock that it had acquired from
DCCLP.

18



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##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|   |                
|-- | ---------------
|7. | Preferred Stock

As of September 30, 2003 and
December 31, 2002, the Companys authorized and
outstanding Preferred Stock was as follows:

|                    |  |            |           |                |  |                |           |           |  |           |         |             |  |            |      |             |  |                   |  |   |          |  |  |  |               |  |  |  |            | 
|------------------- |  | ---------- | --------- | -------------- |  | -------------- | --------- | --------- |  | --------- | ------- | ----------- |  | ---------- | ---- | ----------- |  | ----------------- |  | - | -------- |  |  |  | ------------- |  |  |  | ---------- | 
|                    |  |            |           | Number of      |  | Number of      |           |           |  |           |         |             |  |            |      | Other      
|                    |  |            |           | Shares         |  | Shares         |           |           |  |           |         |             |  |            |      | Features,  
|                    |  | Number of  |           | Outstanding at |  | Outstanding at |           |           |  |           |         | Liquidation |  | Mandatory  |      | Rights,    
|                    |  | Shares     |           | September 30,  |  | December 31,   |           | Par Value |  |           |         | Preference  |  | Redemption |      | Preferences
|Class               |  | Authorized |           | 2003           |  | 2002           |           | Per Share |  | Dividends |         | Per Share   |  | Date       |      | and Powers 
|                    |  |            |           |                |  |                |           |           |  |           |         |             |  |            |      |            
|Senior Exchangeable |  |            | 661,006   |                |  |                | 354,098   |           |  |           | 374,941 |             |  | $          | 1.00 |             |  | 12.25% Cumulative |  | $ | 1,000    |  |  |  | Jan. 15, 2008 |  |  |  | Non-voting | 
|Senior Exchangeable |  |            | 403,772   |                |  |                | 189,701   |           |  |           | 198,780 |             |  | $          | 1.00 |             |  | 13% Cumulative    |  | $ | 1,000    |  |  |  | May 1, 2009   |  |  |  | Non-voting | 
|Series AA           |  |            |          |                |  |                |          |           |  |           | 200,000 |             |  | $          | 1.00 |             |  | 5.96% Cumulative  |  | $ | 1,000    |  |  |  | Feb. 8, 2011  |  |  |  | Non-voting | 
|Class E             |  |            | 40,000    |                |  |                |          |           |  |           |        |             |  | $          | 1.00 |             |  | 15% Cumulative    |  | $ | 1,131.92 |  |  |  | Dec. 23, 2010 |  |  |  | Non-voting | 
|Series F            |  |            | 1,900,000 |                |  |                | 686,201   |           |  |           |        |             |  | $          | 1.00 |             |  | 6% Cumulative     |  | $ | 178.571  |  |  |  | Aug. 18, 2016 |  |  |  | Non-voting | 
|Other               |  |            | 2,995,222 |                |  |                |          |           |  |           |        |             |  | $          | 1.00 |             |  |                  |  |   |         |  |  |  |              |  |  |  |           | 
|                    |  |            |           |                |  |                |           |           |  |           |         |             |  |            |      |             |  |                   |  |   |          |  |  |  |               |  |  |  |            | 
|                    |  |            | 6,000,000 |                |  |                | 1,223,900 |           |  |           | 773,721 |             |  |            |      |             |  |                   |  |   |          |  |  |  |               |  |  |  |            | 
|                    |  |            |           |                |  |                |           |           |  |           |         |             |  |            |      |             |  |                   |  |   |          |  |  |  |               |  |  |  |            | 

The Company issued 686,201 shares of
Series F convertible preferred stock on August 18,
2003, mandatorily redeemable on August 18, 2016, for
$178.571 per share. Holders of the preferred stock are
entitled to cumulative dividends from the date of issuance and a
liquidation preference of $178.571 per share. The Company
may pay dividends at its option, at 6% in cash or at 7% in
additional shares of Series F convertible preferred stock.
The preferred stock is redeemable at the option of the Company
in whole or in part on and after August 18, 2005. Holders
of the preferred stock have no voting rights. Each share of the
Companys Series F convertible preferred stock is
convertible into the Companys Class A common stock at
a conversion rate of $8.75 per share, subject to adjustment
from time to time.

During the nine months ended September 30,
2003, the Company repurchased a total of $32.7 million
carrying value of its 12.25% senior exchangeable preferred
stock and $27.5 million carrying value of its
13% senior exchangeable preferred stock. The preferred
stock repurchase totaled 60,207 shares for
$36.6 million, all of which were canceled by March 31,
2003. This repurchase resulted in an excess of carrying value
over repurchase price of preferred stock totaling
$22.0 million. The excess of carrying value over repurchase
price has been included in net income applicable to common
stockholders. On October 31, 2003, the Company repurchased
an additional 246,967 shares of its 12.25% senior
exchangeable preferred stock.

The Company recorded preferred stock dividends of
$59.3 million for the nine months ended September 30,
2003 consisting primarily of $21.8 million of cash
dividends on its 12.25% senior exchangeable preferred
stock, $12.0 million through the issuance of additional
shares and $0.5 million of accrued dividends on its
12.25% senior exchangeable preferred stock,
$18.6 million of dividends on its 13% senior
exchangeable preferred stock through the issuance of additional
shares, $5.5 million of accrued dividends on its
Series AA preferred stock and $0.9 million of accrued
dividends on its Series F convertible preferred stock. In
accordance with FAS 150, dividends related to the
Companys 12.25% and 13% mandatorily redeemable preferred
stocks are classified in net (loss) income as of July 1,
2003. Therefore, $17.8 million of the $59.3 million
preferred stock dividends are recorded as net (loss) income on
the income statement as a financing expense titled,
dividends on mandatorily redeemable preferred stock,
for the nine months ended September 30, 2003.

Beginning after January 15, 2003, under
terms of the preferred share certificate of designation, the
Company is required to pay dividends in cash on its
12.25% senior exchangeable preferred stock.

On June 17, 2003 the Company completed an
exchange offer with AT&T Wireless that, among other things,
resulted in AT&T Wireless transferring to the Company all of
its outstanding shares of Series AA preferred stock. Upon
receipt of the Series AA preferred stock the Company
canceled that issue, including the related accrued dividends.
See Note 2 and 4 for further details of this exchange.

19



---



##### Table of Contents



DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|   |                         
|-- | ------------------------
|8. | Stock-Based Compensation

The Company accounts for its stock option plans
under APB Opinion 25, under which no compensation cost is
recognized when options are granted at the market value. The
following schedule shows the Companys net (loss) income
and net (loss) income per share for the three and nine months
ended September 30, 2003 and September 30, 2002, had
compensation expense been determined consistent with the
SFAS No. 123, Accounting for Stock-Based
Compensation. The pro forma information presented below is
based on several assumptions and should not be viewed as
indicative of the Companys future results.

|                                                                                  |             |                                                                                                                     |   |                             |      |               |   |               |      |   |   |         |        |   |   |          |      |  
|--------------------------------------------------------------------------------- | ----------- | ------------------------------------------------------------------------------------------------------------------- | - | --------------------------- | ---- | ------------- | - | ------------- | ---- | - | - | ------- | ------ | - | - | -------- | ---- | -
|                                                                                  |             | Three Months                                                                                                        |   | Three Months                |      | Nine Months   |   | Nine Months  
|                                                                                  |             | Ended                                                                                                               |   | Ended                       |      | Ended         |   | Ended        
|                                                                                  |             | September 30,                                                                                                       |   | September 30,               |      | September 30, |   | September 30,
|                                                                                  |             | 2003                                                                                                                |   | 2002                        |      | 2003          |   | 2002         
|                                                                                  |             |                                                                                                                     |   |                             |      |               |   |              
|                                                                                  |             |                                                                                                                     |   |                            
|                                                                                  |             | ($ in thousands, except for                                                                                         |   | ($ in thousands, except for
|                                                                                  |             | per share amounts)                                                                                                  |   | per share amounts)         
|Net (loss) income applicable to common
    stockholders:                          |             |                                                                                                                     |   |                             |      |               |   |               |      |   |   |         |        |   |   |         
|                                                                                  | As reported |                                                                                                                     | $ | (21,192                     | )    |               | $ | 19,359        |      |   | $ | 221,298 |        |   | $ | (216,168 | )   
|                                                                                  |             | Deduct: Total stock based employee compensation
    expense determined under fair value based method for all awards |   |                             | (414 | )             |   |               | (414 | ) |   |         | (1,243 | ) |   |          | (690 | )
|                                                                                  |             |                                                                                                                     |   |                             |      |               |   |               |      |   |   |         |        |   |   |         
|                                                                                  | Pro forma   |                                                                                                                     | $ | (21,606                     | )    |               | $ | 18,945        |      |   | $ | 220,055 |        |   | $ | (216,858 | )   
|                                                                                  |             |                                                                                                                     |   |                             |      |               |   |               |      |   |   |         |        |   |   |         
|Basic net (loss) income applicable to common
    stockholders per common share:   |             |                                                                                                                     |   |                             |      |               |   |               |      |   |   |         |        |   |   |         
|                                                                                  | As reported |                                                                                                                     | $ | (0.19                       | )    |               | $ | 0.21          |      |   | $ | 2.28    |        |   | $ | (2.38    | )   
|                                                                                  | Pro forma   |                                                                                                                     | $ | (0.20                       | )    |               | $ | 0.21          |      |   | $ | 2.27    |        |   | $ | (2.39    | )   
|Diluted net (loss) income applicable to common
    stockholders per common share: |             |                                                                                                                     |   |                             |      |               |   |               |      |   |   |         |        |   |   |         
|                                                                                  | As reported |                                                                                                                     | $ | (0.19                       | )    |               | $ | 0.21          |      |   | $ | 2.21    |        |   | $ | (2.38    | )   
|                                                                                  | Pro forma   |                                                                                                                     | $ | (0.20                       | )    |               | $ | 0.21          |      |   | $ | 2.20    |        |   | $ | (2.39    | )   

In July 2003, the Companys Board of
Directors adopted and approved a plan whereby options granted
under the 2000 Plan could, at the election of the option holder,
be exchanged for a specified number of new options to be granted
no sooner than January 30, 2004. The period to make the
election to exchange these options ended on July 29, 2003.
Any new options to be granted would be subject to the same
vesting schedule as the surrendered options.

As of July 29, 2003, all eligible option
holders had elected to surrender their old options. Options
totaling 2,515,000 shares were surrendered by a total of 65
option holders.



|   |            
|-- | -----------
|9. | Commitments

The Company and its subsidiary, American
Cellular, entered into an equipment supply agreement in which
the Company agreed to purchase approximately $150.0 million
of cell site and switching equipment between November 16,
2001 and July 15, 2005, to update the wireless systems for
the newly acquired and existing MSAs and RSAs. This commitment
was fulfilled as of September 30, 2003.

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DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |              
|--- | -------------
|10. | Contingencies

The Company is party to various legal actions
arising in the normal course of business. None of the actions
are believed by management to involve amounts that would be
material to the Companys consolidated financial position,
results of operation, or liquidity.



|    |                                                  
|--- | -------------------------------------------------
|11. | Changes in Accounting Policies and
    Procedures

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 the amortization of existing goodwill and intangible
assets with indefinite lives effective January 1, 2002. As
a result of the adoption of SFAS No. 142, the Company
reassessed the useful lives of its intangible assets. A
significant portion of its intangible assets is classified as
Wireless license acquisition costs, which represents
the Companys costs associated with acquiring its FCC
licenses. These licenses allow the Company to provide wireless
services by giving the Company the exclusive right to utilize
certain radio frequency spectrum. Although the FCC licenses are
issued for only a fixed time, generally ten years, these
licenses are renewed by the FCC on a routine basis and for a
nominal fee. In addition, the Company has determined that there
are no legal, regulatory, contractual, competitive, economic or
other factors that limit the useful life of these FCC licenses.
As a result, the Companys wireless license acquisition
costs are treated as indefinite life intangible assets.
Therefore, upon implementing SFAS No. 142 in its
entirety on January 1, 2002, the Company ceased the
amortization of its wireless license acquisition costs and now
tests for impairment of its wireless license acquisition costs
at least annually and only adjusts the carrying amount of these
intangible assets upon an impairment of the wireless license
acquisition costs. The Company also determines on an annual
basis whether facts and circumstances continue to support an
indefinite useful life.

Through December 31, 2001, the
Companys accounting policy for impairment of long-lived
assets was to review the carrying value of long-lived assets and
certain identifiable intangibles whenever events or changes in
circumstances indicate that the carrying value may not be
recoverable. If such circumstances were deemed to exist, the
carrying value of the asset would be compared to the estimated
undiscounted future cash flows generated by the asset. The
Companys definite life assets will continue to be
amortized over their estimated useful lives and are subject to
the same impairment criteria. As a result of fully implementing
SFAS No. 142 on January 1, 2002, the Company is
now required to evaluate the carrying value of its indefinite
life intangible assets using their fair values, at least
annually. If the carrying amount of the intangible asset exceeds
its fair value, an impairment loss shall be recognized in an
amount equal to that excess.

Upon implementation of SFAS No. 142,
the Company performed a comparison of the carrying amount of its
wireless license acquisition costs to the fair value of those
assets. For purposes of this comparison, it is the
Companys policy to aggregate its wireless license
acquisition costs. The Company determined the fair value of its
wireless license acquisition costs based on its estimated future
discounted cash flows. Based on the comparison, the Company
determined that the carrying amount of its wireless license
acquisition costs exceeded their estimated fair value. As a
result, the Company recorded a charge, net of income tax
benefit, of $33.3 million to reflect the write-down of its
wireless license acquisition costs to their fair value and a
charge of $140.8 million to reflect its equity in the
write-down of the wireless license acquisition costs of its then
50% owned joint venture, American Cellular to their fair values.
In addition, at June 30, 2002 and continuing through August
2003, American Cellular, failed to comply with the total debt
leverage ratio required by its senior credit facility. Due to
factors and circumstances impacting American Cellular, American
Cellular concluded that it was necessary to re-evaluate the
carrying value of its goodwill and its indefinite life
intangible assets in accordance with SFAS No. 142.
Based on these evaluations at June 30, 2002 and
December 31, 2002, American Cellular concluded that there
were impairments of its goodwill. Therefore, American Cellular
recorded an impairment loss totaling $377.0 million at
June 30, 2002, and an additional impairment loss of

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DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

$423.9 million at December 31, 2002,
bringing its total impairment loss on goodwill to
$800.9 million for the year ended December 31, 2002.
However, after recognizing the Companys 50% interest in
Americans impairment at June 30, 2002, the
Companys investment in the joint venture was written down
to zero. Therefore, the additional impairment loss at
December 31, 2002, did not impact the Companys
results of operations or financial condition.

The FASBs Emerging Issues Task Force issued
EITF 00-21: Accounting for Revenue Arrangements with
Multiple Deliverables, to address certain revenue
recognition issues. The guidance provided from EITF 00-21
addresses both the timing and classification in accounting for
different earnings processes. The Company adopted EITF 00-21 in
July 2003 and it did not have a material impact on the
Companys financial condition or operations.

In May, 2003, the FASB issued
SFAS No. 150 Accounting for Certain Financial
Instruments with Characteristics of Liabilities and
Equity. This statement was effective for interim periods
beginning after June 15, 2003 and required that mandatorily
redeemable preferred stock be classified as a liability and any
related accretion of discount and accrual of dividends be
charged to the Companys statement of operations. Prior to
June 15, 2003, the charges related to the mandatorily
redeemable preferred stock were not reflected in net income
(loss), but were reflected in determining net income (loss)
applicable to common stockholder. At September 30, 2003,
the carrying value of the Companys mandatorily redeemable
preferred stock was $531.5 million. The related dividends
that would have been reflected as interest expense was
$40.5 million for the six months ended June 30, 2003.
Subsequent to the adoption of SFAS No. 150 for the
three months ended September 30, 2003, the Company has
reflected $17.8 million of its accrued dividends to its net
(loss) income.

In accordance with the provisions of EITF
Topic D-42, as amended at the July 31, 2003 EITF
meeting, the Company has reduced the gain on the redemption of
preferred stock previously reported in the fourth quarter of
2002 and first quarter of 2003 by the pro rata portion of the
respective preferred stock issuance costs associated with the
redeemed shares. The gains on the redemptions of preferred stock
were reduced by $2.5 million and $1.6 million
respectively, which reduces earnings per share for the
respective periods by $0.03 and $0.02.



|    |                  
|--- | -----------------
|12. | Reclassifications

Certain items have been reclassified in the 2002
and 2003 consolidated financial statements to conform to the
current presentation.



|    |                  
|--- | -----------------
|13. | Subsequent Events

On October 13, 2003, the Company announced
the signing of a definitive agreement with Cingular Wireless, to
exchange the Companys ownership in its Maryland RSA 2
cellular property for Cingulars ownership in its Michigan
RSA 5 cellular property. The Maryland RSA 2 property
has a total population of approximately 470,700, including the
cities of Ocean City, Salisbury, Easton and Cambridge. The
Michigan property covers a population of approximately 169,400,
including the cities of Cadillac, Manistee, and Ludington. The
exchange will result in a net loss of approximately 17,000
subscribers for the Company. As part of the proposed
transaction, Cingular will also pay the Company
$23.0 million and transfer to the Company its one-percent
ownership interests in Texas RSA 2 and Oklahoma RSAs 5
and 7. The Company is the majority owner of these three
markets. The companies expect to complete the transaction in the
first quarter of 2004. The Company will report the Maryland
operations as discontinued operations beginning in the fourth
quarter of 2003 and expects to recognize a loss of up to
$15.0 million, net of tax.

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DOBSON COMMUNICATIONS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

On October 23, 2003, The Company announced
that its wholly owned subsidiary, Dobson Cellular Systems, Inc.,
closed on its new $700 million senior credit facility,
consisting of a $550 million, six and one-half year senior
secured term loan B facility and a $150 million, six
year senior secured revolving credit facility. In connection
with this new senior credit facility, on October 24, 2003,
the Company purchased $183.3 million principal amount of
senior notes issued by the Companys subsidiary, Dobson/
Sygnet. This repurchase resulted in a reduction of the
Companys total outstanding debt. In addition, on
October 31, 2003, the Company purchased 246,967 share
of its 12.25% senior exchangeable preferred stock. The
aggregate consideration paid by the Company for the preferred
shares purchased in the offer was $263.4 million, including
accrued dividends on the purchased shares. As a result of these
transactions, the Company expects to recognize a loss of
approximately $45.0 million in the fourth quarter of 2003.

23



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##### Table of Contents








|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|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 September 30, 2003, our
wireless systems covered a population of approximately
11.1 million and we had approximately 1,579,500
subscribers, with an aggregate market penetration of
approximately 14.2%. We serve markets in portions of Alaska,
Arizona, Illinois, Kansas, Kentucky, Maryland, Michigan,
Minnesota, Missouri, New York, Ohio, Oklahoma,
Pennsylvania, Texas, West Virginia and Wisconsin.

As of August 19, 2003, American Cellular
became our wholly-owned subsidiary. As of September 30,
2003, American Cellulars systems covered a total
population of 5.0 million and had approximately 701,700
subscribers, giving American Cellular an aggregate market
penetration of 14.0%. Prior to August 19, 2003 we managed
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.

Until August 18, 2003, we accounted for our
50% interest in the American Cellular joint venture using the
equity method of accounting. As a result, through
August 18, 2003, we have reflected our previously owned 50%
share of the American Cellular joint ventures equity in a
single line item entitled Investment in joint
venture in our balance sheet and we have reflected our
previously owned 50% share of American Cellular 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 and
continuing through August 2003, 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 the carrying
value of its goodwill and indefinite life intangible assets in
accordance with Statements of Financial Accounting Standards, or
SFAS, No. 142. Based on re-evaluations American Cellular
concluded that there were impairments of its goodwill at
June 30, 2002 and December 31, 2002. As a result,
American Cellular recognized an impairment loss totaling
$377.0 million, at June 30, 2002, and an additional
impairment loss of $423.9 million at December 31,
2002. After recognizing our previous 50% ownership of the
impairment at June 30, 2002, our previous investment in the
American Cellular joint venture was written down to zero.
Therefore, the additional impairment loss of $423.9 million
at December 31, 2002, did not impact our results of
operations or financial condition. We did not guarantee any of
American Cellulars obligations.

On August 19, 2003, we and American Cellular
completed the restructuring of American Cellulars
indebtedness and equity ownership. Pursuant to this
restructuring, we and American Cellular completed an exchange
offer for American Cellulars existing 9.5% senior
subordinated notes due 2009 (the existing notes). In
connection with the exchange offer, holders of
$681.9 million of the $700 million of notes tendered
their notes. In exchange for the tendered notes, the old
noteholders received from us 43.9 million shares of our
class A common stock, 681,900 shares of our
convertible preferred stock with an aggregate liquidation
preference of $121.8 million, convertible into a maximum of
13.9 million shares of our class A common stock, and
$48.7 million in cash. In addition, we issued an additional
4,301 shares of our Series F convertible preferred
stock and 276,848 shares of our class A common stock
in payment of certain fees. Upon consummation of the
restructuring, American Cellular became our wholly-owned
subsidiary.

Also related to the restructuring, on
August 8, 2003, American Cellular and ACC Escrow Corp., a
newly formed, wholly-owned, indirect subsidiary of us, completed
the private offering of $900 million aggregate

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##### Table of Contents



principal amount of 10% senior notes due
2011. The senior notes were issued at par on August 8,
2003, by ACC Escrow Corp. ACC Escrow Corp. merged into American
Cellular as part of the restructuring. The net proceeds from the
offering were used to fully repay American Cellulars
existing bank credit facility and to pay expenses of the
restructuring. DCC is not a guarantor of these senior notes. All
material subsidiaries of American Cellular are guarantors of
these senior notes.


American Cellular expects to enter into a new
senior credit facility, to be secured by certain of its assets,
with availability up to $30 million. However, American
Cellular does not currently have commitments for any such
facility.

Discontinued Operations

On June 17, 2003, we completed the exchange
of our two remaining wireless properties in California for two
AT&T Wireless properties in Alaska. Also, as a part of this
transaction, AT&T Wireless transferred to us all of our
Series AA preferred stock that it previously held. Upon the
transfer of the Series AA preferred stock, we cancelled
this issue. We have reclassified our financial statements to
reflect the operations of our California properties as
discontinued operations. In addition, as a result of the
completion of this transaction on June 17, 2003, the
operating results from June 17, 2003 through
September 30, 2003 and the assets and liabilities as of
September 30, 2003 for the two Alaska properties are
appropriately reflected in our financial statements.

On February 8, 2002, we completed the sale
of 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 cover a total population of approximately
659,000. On February 28, 2002, we completed an additional
sale to Verizon Wireless in which we sold our 75% ownership
interest in Arizona 5 RSA for a total purchase price of
$85.0 million. Arizona 5 RSA covers a total population
of approximately 199,200. In addition, on February 8, 2002,
two wholly-owned, indirect subsidiaries of American Cellular
sold to Verizon Wireless Tennessee 4 RSA for a total
purchase price of $202.0 million, which covers 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.

Subscribers

Our subscriber base contains three types of
subscribers; post-paid, reseller and pre-paid. At
September 30, 2003 post-paid subscribers accounted for the
largest portion of our subscriber base, at 93.5%. These
subscribers pay a monthly access fee for a wireless service plan
that generally includes a fixed amount of minutes and certain
service features. In addition to the monthly access fee, these
subscribers are typically billed in arrears for long-distance
charges, roaming charges and rate plan overages. Our reseller
subscribers are similar to our post-paid subscribers in that
they pay monthly fees to utilize our network and services;
however, these subscribers are billed by a third party
(reseller), who has effectively resold our service to the end
user (subscriber). We in turn bill the third party for the
monthly usage of the end user. At September 30, 2003 the
reseller base accounted for 4.5% of our total subscriber base.
Our pre-paid subscribers, which at September 30, 2003
accounted for 2.0% of our subscriber base, are subscribers that
pre-pay for an agreed upon amount of usage.

Our average monthly revenue per subscriber and
total gross additions are calculated and reported based only on
post-paid subscriber information.

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

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$0.14 per minute for the three months ended
September 30, 2003, $0.21 per minute for the three
months ended September 30, 2002, $0.17 per minute for
the nine months ended September 30, 2003, and
$0.22 per minute for the nine months ended
September 30, 2002. These declines have been generally
offset by significant increases in average minutes-of-use per
subscriber. The average minute-of-use per subscriber increased
41.0% and 23.2% for the three and nine months ended
September 30, 2003 compared to 2002. We believe that the
industry trend toward increasing minutes-of-use per subscriber
will continue to substantially offset declining revenues per
minute-of-use due to the continued popularity of calling plans
which offer a large number of included minutes 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 accounted for 27.5% of our operating
revenue for the three months ended September 30, 2003,
37.0% for the three months ended September 30, 2002, 31.3%
for the nine months ended September 30, 2003 and 35.9% for
the nine months ended September 30, 2002. Roaming revenues
have typically had 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 $0.18 per minute for
the three months ended September 30, 2003, $0.23 per
minute for the three months ended September 30, 2002,
$0.20 per minute for the nine months ended
September 30, 2003, and $0.25 per minute for the nine
months ended September 30, 2002. Excluding our activity
from our recent acquisitions, roaming minutes increased 7.8% and
17.3% for the three and nine months ended September 30,
2003 compared to 2002. 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. Equipment revenue
is recognized when the equipment is delivered to the customer.

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, referred to as
roaming costs. Consistent with the trend of
declining roaming revenue per minute, our roaming expense per
minute has declined as well. This decline in expense per minute
has contributed significantly to the recent trend of declining
cost of service.

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. We pay commissions to sales
personnel and independent sales agents for new business
generated.

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Our general and administrative costs include all
infrastructure costs, including costs for customer support,
billing, collections, and corporate administration. We have
provided management and certain other services to 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.

Critical Accounting Policies and
Practices

It is necessary that we 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 share our corporate
and shared call center costs with our subsidiaries allocated
primarily on the estimated subscribers and populations in our
respective licensed areas. Prior to August 19, 2003, if
there had been a change in the method used to allocate shared
costs among us and our subsidiaries, 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. Prior to 2002, our policy was to review the carrying
value of our long-lived assets and certain identifiable
intangibles whenever events or changes in circumstances indicate
that the carrying value may not be recoverable. With the January
2002 implementation 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 reassessed the useful lives of
our intangible assets. A significant portion of our intangible
assets is classified as Wireless license acquisition
costs, which represents our costs associated with
acquiring our FCC licenses. These licenses allow us to provide
wireless services by giving us the exclusive right to utilize
certain radio frequency spectrum. Although the FCC licenses are
issued for only a fixed time, generally ten years, these
licenses are renewed by the FCC on a routine basis and for a
nominal fee. In addition, we have determined that there are no
legal, regulatory, contractual, competitive, economic or other
factors that limit the useful life of these FCC licenses. As a
result, our wireless license acquisition costs are treated as
indefinite life intangible assets. Therefore, upon implementing
SFAS No. 142 in its entirety on January 1, 2002,
we ceased the amortization of wireless license acquisition costs
and now test for impairment of wireless license acquisition
costs at least annually and only adjust the carrying amount of
these intangible assets upon an impairment of wireless license
acquisition costs. We also determine on an annual basis whether
facts and circumstances continue to support an indefinite useful
life.

This change in policy has and may continue to
have a significant impact to our results of operations and
financial position. Through December 31, 2001, as stated
above, our accounting policy for impairment of long-lived assets
was to review the carrying value of our long-lived assets and
certain identifiable intangible assets whenever events or
changes in circumstances indicate that the carrying value may
not be recoverable. If such circumstances were deemed to exist,
the carrying value of the asset would be compared to the
estimated undiscounted future cash flows generated by the asset.
Our definite life assets will continue to be amortized over
their estimated useful lives and are subject to the same
impairment criteria. As a result of fully implementing
SFAS No. 142 on January 1, 2002, we are now
required to evaluate the carrying value of our indefinite life
intangible assets using their fair values, at least annually. To
complete this evaluation, we first performed a comparison of the
carrying amount of our wireless license acquisition costs to the
fair value of those assets. For purposes of this comparison, it
is our policy to aggregate our wireless license acquisition
costs. We determined the fair value of our wireless license
acquisition costs based on their estimated future discounted
cash flows. Based on the comparison we performed upon
implementation, we determined that the

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carrying amount of our wireless license
acquisition costs exceeded their estimated fair value.
Therefore, upon implementation of this new pronouncement in its
entirety, we recorded a charge, net of income tax benefit, of
$33.3 million to reflect the write-down of our wireless
license acquisition costs to their fair value and a charge of
$140.8 million to reflect our previously owned 50% share in
the write down to their fair value of the wireless license
acquisition costs of American Cellular.


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 September 30, 2003
    Compared to Three Months Ended September 30,
    2002

Operating revenue.For the three months ended
September 30, 2003, our total operating revenue increased
$72.3 million, or 47.9%, to $223.4 million from
$151.1 million for the comparable period in 2002. The
following table sets forth the components of our operating
revenue for the periods indicated:

|                            |       |                                  |         |            |  |        |      |            |   |   |        |         |  |  |      |       |  
|--------------------------- | ----- | -------------------------------- | ------- | ---------- |  | ------ | ---- | ---------- | - | - | ------ | ------- |  |  | ---- | ----- | -
|                            |       |                                 
|                            |       | Three Months Ended September 30,
|                            |       |                                 
|                            |       |                                  |         |           
|                            |       | 2003                             |         | 2002      
|                            |       |                                  |         |           
|                            |       | Amount                           |         | Percentage |  | Amount |      | Percentage
|                            |       |                                  |         |            |  |        |      |           
|                            |       |                                 
|                            |       | ($ in thousands)                
|Service revenue             |       | $                                | 152,763 |            |  |        | 68.4 | %          |   | $ | 89,700 |         |  |  | 59.4 | %    
|Roaming revenue             |       |                                  | 61,474  |            |  |        | 27.5 | %          |   |   | 55,827 |         |  |  | 37.0 | %    
|Equipment and other revenue |       |                                  | 9,188   |            |  |        | 4.1  | %          |   |   | 5,531  |         |  |  | 3.6  | %    
|                            |       |                                  |         |            |  |        |      |            |   |   |        |         |  |  |      |      
|                            | Total |                                  | $       | 223,425    |  |        |      | 100.0      | % |   | $      | 151,058 |  |  |      | 100.0 | %
|                            |       |                                  |         |            |  |        |      |            |   |   |        |         |  |  |      |      

For the three months ended September 30,
2003, our service revenue increased $63.1 million, or
70.3%, to $152.8 million from $89.7 million for the
three months ended September 30, 2002. This increase was
primarily attributable to our acquisition of American Cellular
on August 19, 2003, and the two Alaska properties we
acquired on June 17, 2003, (the acquisitions).
The acquisitions accounted for $59.7 million of the
increase in our service revenue for the three months ended
September 30, 2003. Adjusted for the acquisitions, our
service revenue increased by $3.4 million. This increase
was primarily attributable to our increased subscriber base in
our existing markets. Our average subscriber base in our
existing markets increased 6.5%, to 697,700, for the three
months ended September 30, 2003, from 655,200, for the
three months ended September 30, 2002. These increases in
service revenue were partially offset by decreases in our
average monthly service revenue per subscriber. The average
monthly service revenue per subscriber decreased slightly to $44
for the three months ended September 30, 2003, compared to
$45 for the three months ended September 30, 2002, as a
result of increased competition and market pressure.

For the three months ended September 30,
2003, our roaming revenue increased $5.7 million, or 10.1%,
to $61.5 million from $55.8 million for the three
months ended September 30, 2002. The acquisitions accounted
for $17.2 million of our roaming revenue, for the three
months ended September 30, 2003. Adjusted for the
acquisitions, roaming revenue declined by $11.5 million.
This is primarily due to a 26.1% decline in our roaming revenue
per minute-of-use in our existing markets. This decline in our
roaming revenue per minute-of-use in our existing markets was
offset to a limited extent by an 7.8% increase in roaming
minutes in our existing markets due to expanded coverage areas
and increased usage.

For the three months ended September 30,
2003, our equipment and other revenue increased
$3.7 million, or 66.1%, to $9.2 million from
$5.5 million for the three months ended September 30,
2002. The acquisitions accounted for $3.1 million of our
equipment and other revenue for the three months ended
September 30, 2003. Adjusted for the acquisitions, our
equipment and other revenue increased $0.6 million,
primarily due to increases in amounts charged to our affiliates
for the increased use of shared assets.

Cost of service.For
the three months ended September 30, 2003, our total cost
of service increased $14.3 million, or 37.7%, to
$52.2 million from $37.9 million for the comparable
period in 2002. The

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acquisitions accounted for $18.3 million of
our cost of service for the three months ended
September 30, 2003. Adjusted for the acquisitions, cost of
service decreased $4.0 million in our existing markets. The
following table sets forth the components of our cost of service
for the periods indicated:


|                      |  |                                  |        |            |  |        |       |            |  |   |        |  |  |  |       |  
|--------------------- |  | -------------------------------- | ------ | ---------- |  | ------ | ----- | ---------- |  | - | ------ |  |  |  | ----- | -
|                      |  |                                 
|                      |  | Three Months Ended September 30,
|                      |  |                                 
|                      |  |                                  |        |           
|                      |  | 2003                             |        | 2002      
|                      |  |                                  |        |           
|                      |  | Amount                           |        | Percentage |  | Amount |       | Percentage
|                      |  |                                  |        |            |  |        |       |           
|                      |  |                                 
|                      |  | ($ in thousands)                
|Network costs         |  | $                                | 31,694 |            |  |        | 60.7  | %          |  | $ | 22,573 |  |  |  | 59.5  | %
|Roaming costs         |  |                                  | 20,512 |            |  |        | 39.3  | %          |  |   | 15,337 |  |  |  | 40.5  | %
|                      |  |                                  |        |            |  |        |       |            |  |   |        |  |  |  |       |  
|Total cost of service |  | $                                | 52,206 |            |  |        | 100.0 | %          |  | $ | 37,910 |  |  |  | 100.0 | %
|                      |  |                                  |        |            |  |        |       |            |  |   |        |  |  |  |       |  

For the three months ended September 30,
2003, our network costs, which are the costs incurred from
operating our wireless network and providing service to our
customers, increased $9.1 million, or 40.4%, to
$31.7 million from $22.6 million for the comparable
period in 2002. The acquisitions accounted for
$11.1 million of our network costs for the three months
ended September 30, 2003. Adjusted for the acquisitions,
network costs declined $2.0 million. This is primarily a
result of credits received from certain of our network service
providers and renegotiated lower local access rates charged to
us by third-party providers for use of local access across the
network. as well as reduced rates from our major toll provider.

For the three months ended September 30,
2003, roaming costs increased by $5.2 million, or 33.7%, to
$20.5 million from $15.3 million compared to the same
period in 2002. The acquisitions accounted for $7.2 million
of our roaming costs for the three months ended
September 30, 2003. Adjusted for the acquisitions, roaming
costs declined $2.0 million. This is primarily a result of
a 22.2% decline in rates charged by those providers resulting
from new lower rate agreements offset by an 7.2% increase in the
minutes used by our customers on third-party wireless
providers networks in our existing markets.

Cost of equipment.For the three months ended
September 30, 2003, our cost of equipment increased
$6.1 million, or 54.2%, to $17.4 million during 2003
from $11.3 million in 2002. The acquisitions accounted for
$6.4 million of our cost of equipment for the three months
ended September 30, 2003. Adjusted for the acquisitions,
our cost of equipment decreased $0.3 million. This is
primarily a result of a decrease in gross subscriber additions
in our existing markets. In our existing markets, gross
subscriber additions were 41,700 during the three months ended
September 30, 2003 compared to 55,000 gross subscriber
additions during the three months ended September 30, 2002.

Marketing and selling costs.For the three months ended
September 30, 2003, our marketing and selling costs
increased $5.0 million, or 28.6%, to $22.7 million
from $17.7 million for the three months ended
September 30, 2002. The acquisitions accounted for
$8.5 million of our marketing and selling costs three
months ended September 30, 2003. Adjusted for the
acquisitions, our marketing and selling costs decreased
$3.5 million. This is primarily a result of the decrease in
gross subscriber additions in our existing markets, as noted
above.

General and administrative costs.For the three months ended
September 30, 2003, our general and administrative costs
increased $11.8 million, or 63.4%, to $30.4 million
from $18.6 million for the three months ended
September 30, 2002. The acquisitions accounted for
$13.3 million of our general and administrative costs for
the three months ended September 30, 2003. Adjusted for the
acquisitions, our general and administrative costs decreased
$1.5 million. This is primarily a result of reductions in
bad debt expense as a result of improved collection efforts and
efficiencies gained from further integration of acquired
companies and increased economies of scale in our existing
markets. Overall, our average monthly general and administrative
costs per average subscriber decreased 11.0% to
approximately $8 for 2003 compared to approximately $9 for
2002.

Depreciation and amortization expense.For the three months ended
September 30, 2003, our depreciation and amortization
expense increased $12.9 million, or 62.1%, to
$33.8 million from $20.9 million for 2002. The
acquisitions accounted for $10.7 million of our
depreciation and amortization expense for the

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three months ended September 30, 2003.
Adjusted for the acquisitions, our depreciation and amortization
expense increased $2.2 million. This increase from our
existing markets is a result of additional depreciation on fixed
assets acquired in 2002 and the first nine months of 2003.


Interest expense.For the three months ended
September 30, 2003, our interest expense increased
$9.4 million, or 32.1%, to $38.5 million from
$29.1 million for the three months ended September 30,
2002. The acquisitions accounted for $13.8 million of our
interest expense for the three months ended September 30,
2003. Adjusted for the acquisitions, our interest expense
decreased $4.4 million. This is primarily a result of the
reduction of our outstanding balance on our credit facility and
decreased variable interest rates as a result of lower interest
rates and the expiration of our interest rate hedges.

Other (expense) income, net.For the three months ended
September 30, 2003, our other expense was $2.4 million
compared to other income of $0.6 million for the three
months ended September 30, 2002 due to a loss on sale of
assets.

Dividends on mandatorily preferred stock.For the three months ended
September 30, 2003, dividends on mandatorily preferred
stock were $17.8 million. Our financing expense from
dividends on mandatorily redeemable preferred stock is a result
of our adoption of FAS 150, which requires dividends on
mandatorily redeemable preferred stock to be reflected in net
income (loss) for interim periods beginning after June 15,
2003. Prior to this quarter, dividends on mandatorily redeemable
preferred stock were reflected only in our net (loss) income
applicable to common stockholders.

(Loss) gain from extinguishment of
debt.For the three months ended
September 30, 2003, our loss from extinguishment of debt
was $28.1 million, compared to a gain of $2.6 million
for the three months ended September 30, 2002. The loss
from extinguishment of debt for the three months ended
September 30, 2003 was due to paying off the DOC LLC credit
facility and a large portion of the Sygnet credit facility. Our
gain from extinguishment of debt for the three months ended
September 30, 2002, resulted from the repurchase of
$11.5 million principal amount of Dobson/ Sygnet senior
notes for the purchase price of $8.9 million.

Minority interests in income of subsidiaries.For the three months ended
September 30, 2003, our minority interests in income of
subsidiaries decreased $0.1 million, or 5.2%, to
$1.8 million from $1.9 million in 2002. This decrease
was attributable to the decreased income earned from our
subsidiaries in established markets in which we do not own a
100% interest.

Discontinued operations.For the three months ended
September 30, 2002, we had income from discontinued
operations of $3.5 million. Discontinued operations during
2002 relate to both the 2003 market exchange with AT&T
Wireless and the markets sold to Verizon Wireless in 2002.

Net Income (loss).For the three months ended
September 30, 2003, our net loss was $20.3 million.
Our net income decreased $34.2 million, from net income of
$13.9 million for the three months ended September 30,
2002. The decrease in our net income was primarily attributable
to our increase in interest expense, our loss from
extinguishment of debt of $28.1 million and our financing
expense from dividends on mandatorily redeemable preferred stock
of $17.8 million, offset by an increase in operating income.

Dividends on preferred stock.For the three months ended
September 30, 2003, our dividends on preferred stock
decreased $23.9 million, or 96.5%, to $0.9 million
from $24.8 million for the three months ended
September 30, 2002. The decrease in dividends on preferred
stock for the three months ended September 30, 2003, is a
result of implementing FAS 150, which requires dividends on
mandatorily redeemable preferred stock to be reflected in net
income (loss).

Gain on redemption of preferred
stock.During the three months ended
September 30, 2002, we repurchased a total of
$33.0 million liquidation preference amount of our
12.25% senior exchangeable preferred stock and
$8.1 million liquidation preference amount of our
13% senior exchangeable preferred stock, for an aggregate
purchase price of $10.9 million. This resulted in an excess
of liquidation preference amount over repurchase price of
preferred stock totaling $30.2 million.

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| |                                                                                              
| | ---------------------------------------------------------------------------------------------
| | Nine Months Ended September 30, 2003
    Compared to Nine Months Ended September 30,
    2002

Operating revenue.For the nine months ended
September 30, 2003, our total operating revenue increased
$95.1 million, or 22.6%, to $515.8 million from
$420.7 million for the comparable period in 2002. The
following table sets forth the components of our operating
revenue for the periods indicated:

|                            |       |                                 |         |            |  |        |      |            |   |   |         |         |  |  |      |       |  
|--------------------------- | ----- | ------------------------------- | ------- | ---------- |  | ------ | ---- | ---------- | - | - | ------- | ------- |  |  | ---- | ----- | -
|                            |       |                                
|                            |       | Nine Months Ended September 30,
|                            |       |                                
|                            |       |                                 |         |           
|                            |       | 2003                            |         | 2002      
|                            |       |                                 |         |           
|                            |       | Amount                          |         | Percentage |  | Amount |      | Percentage
|                            |       |                                 |         |            |  |        |      |           
|                            |       |                                
|                            |       | ($ in thousands)               
|Service revenue             |       | $                               | 333,682 |            |  |        | 64.7 | %          |   | $ | 255,783 |         |  |  | 60.8 | %    
|Roaming revenue             |       |                                 | 161,299 |            |  |        | 31.3 | %          |   |   | 151,069 |         |  |  | 35.9 | %    
|Equipment and other revenue |       |                                 | 20,779  |            |  |        | 4.0  | %          |   |   | 13,813  |         |  |  | 3.3  | %    
|                            |       |                                 |         |            |  |        |      |            |   |   |         |         |  |  |      |      
|                            | Total |                                 | $       | 515,760    |  |        |      | 100.0      | % |   | $       | 420,665 |  |  |      | 100.0 | %
|                            |       |                                 |         |            |  |        |      |            |   |   |         |         |  |  |      |      

For the nine months ended September 30,
2003, our service revenue increased $77.9 million, or
30.5%, to $333.7 million from $255.8 million for the
nine months ended September 30, 2002. The acquisitions
accounted for $62.8 million of our service revenue for the
nine months ended September 30, 2003. Adjusted for the
acquisitions, our service revenue increased $15.1 million.
This increase was primarily attributable to our increased
subscriber base in our existing markets. Our average subscriber
base in our existing markets increased 8.4%, to 690,500, for the
nine months ended September 30, 2003, from 636,700, for the
nine months ended September 30, 2002. These increases in
service revenue where partially offset by decreases in our
average monthly service revenue per subscriber. The average
monthly service revenue per subscriber decreased to $43 for
the nine months ended September 30, 2003, compared to $44
for the nine months ended September 30, 2002, as a result
of increased competition and market pressure.

For the nine months ended September 30,
2003, our roaming revenue increased $10.2 million,
or 6.8%, to $161.3 million from $151.1 million
for the nine months ended September 30, 2002. The
acquisitions accounted for $17.8 million of our roaming
revenue for the nine months ended September 30, 2003.
Adjusted for the acquisitions, our roaming revenue decreased
$7.6 million. This is primarily a result of a 20.0% decline
in our roaming revenue per minute-of-use in our existing
markets. This decline in our roaming revenue per minute-of-use
in our existing markets was also offset by a 17.3% increase in
roaming minutes in our existing markets due to expanded coverage
areas and increased usage.

For the nine months ended September 30,
2003, our equipment and other revenue increased
$7.0 million, or 50.4%, to $20.8 million from
$13.8 million for the nine months ended September 30,
2002. The acquisitions accounted for $3.4 million of our
equipment and other revenue for the nine months ended
September 30, 2003. Adjusted for the acquisitions, our
equipment and other revenue increased $3.6 million. This is
primarily due to increases in amounts charged to our affiliates
for the increased use of shared assets.

Cost of service.For
the nine months ended September 30, 2003, our total cost of
service increased $7.3 million, or 6.5%, to
$120.8 million from $113.5 million for the comparable
period in 2002. The acquisitions accounted for
$20.7 million of our cost of service for the nine months
ended September 30, 2003. Adjusted for the acquisitions,
our equipment and other revenue decreased $13.4 million.
The following table sets forth the components of our cost of
service for the periods indicated:

|                      |  |                                 |         |            |  |        |       |            |  |   |         |  |  |  |       |  
|--------------------- |  | ------------------------------- | ------- | ---------- |  | ------ | ----- | ---------- |  | - | ------- |  |  |  | ----- | -
|                      |  |                                
|                      |  | Nine Months Ended September 30,
|                      |  |                                
|                      |  |                                 |         |           
|                      |  | 2003                            |         | 2002      
|                      |  |                                 |         |           
|                      |  | Amount                          |         | Percentage |  | Amount |       | Percentage
|                      |  |                                 |         |            |  |        |       |           
|                      |  |                                
|                      |  | ($ in thousands)               
|Network costs         |  | $                               | 72,908  |            |  |        | 60.4  | %          |  | $ | 63,470  |  |  |  | 55.9  | %
|Roaming costs         |  |                                 | 47,875  |            |  |        | 39.6  | %          |  |   | 49,981  |  |  |  | 44.1  | %
|                      |  |                                 |         |            |  |        |       |            |  |   |         |  |  |  |       |  
|Total cost of service |  | $                               | 120,783 |            |  |        | 100.0 | %          |  | $ | 113,451 |  |  |  | 100.0 | %
|                      |  |                                 |         |            |  |        |       |            |  |   |         |  |  |  |       |  

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For the nine months ended September 30,
2003, our network costs, which are the costs incurred from
operating our wireless network and providing service to our
customers, increased by $9.4 million, or 14.9% to
$72.9 million from $63.5 million for the comparable
period in 2002. The acquisitions accounted for
$11.8 million of our network costs for the nine months
ended September 30, 2003. Adjusted for the acquisitions,
network costs declined $2.4 million. This is primarily a
result of credits received from certain of our network service
providers and renegotiated lower local access rates charged to
us by third-party providers for use of local access across the
network.

For the nine months ended September 30,
2003, roaming costs decreased by $2.1 million,
or 4.2%, to $47.9 million from $50.0 million
compared to the same period in 2002. The acquisitions accounted
for $8.9 million of our roaming costs for the nine months
ended September 30, 2003. Adjusted for the acquisitions,
roaming costs declined $11.0 million. This is primarily a
result of a 28.6% decline in rates charged by those providers
resulting from new lower rate agreements offset by an 6.6%
increase in the minutes used by our customers on third-party
wireless providers networks in our existing markets.

Cost of equipment.For the nine months ended
September 30, 2003, our cost of equipment increased
$4.7 million, or 14.7%, to $36.4 million during
2003 from $31.7 million in 2002. The acquisitions accounted
for $6.6 million of our cost of equipment for the nine
months ended September 30, 2003. Adjusted for the
acquisitions, our cost of equipment decreased $1.9 million.
This is primarily a result of a decrease in gross subscriber
additions in our existing markets. In our existing markets,
gross subscriber additions were 120,500 during the nine months
ended September 30, 2003 compared to 165,100 gross
subscriber additions during the nine months ended
September 30, 2002.

Marketing and selling costs.For the nine months ended
September 30, 2003, our marketing and selling costs
increased $1.0 million, or 1.9%, to $52.5 million
from $51.5 million for the nine months ended
September 30, 2002. The acquisitions accounted for
$8.9 million of our marketing and selling costs for the
nine months ended September 30, 2003. Adjusted for the
acquisitions, our marketing and selling costs decreased
$7.9 million. This is primarily a result of the decrease in
gross subscriber additions in our existing markets.

General and administrative costs.For the nine months ended
September 30, 2003, our general and administrative costs
increased $12.1 million, or 22.5%, to
$65.8 million from $53.7 million for the nine months
ended September 30, 2002. The acquisitions accounted for
$13.6 million of our general and administrative costs for
the nine months ended September 30, 2003. Adjusted for the
acquisitions, our general and administrative costs decreased
$1.5 million. This is primarily a result of reductions in
bad debt expense as a result of improved collections and
efficiencies gained from further integration of acquired
companies and increased economies of scale in our existing
markets. Overall, our average monthly general and administrative
costs per average subscriber decreased 11.1% to approximately $8
for 2003 compared to approximately $9 for 2002.

Depreciation and amortization expense.For the nine months ended
September 30, 2003, our depreciation and amortization
expense increased $17.1 million, or 28.3%, to
$77.4 million from $60.3 million for 2002. The
acquisitions accounted for $11.0 million of our
depreciation and amortization expense for the nine months ended
September 30, 2003. Adjusted for the acquisitions, our
depreciation and amortization expense increased
$6.1 million. This increase in our existing markets is a
result of additional depreciation on fixed assets acquired in
2002 and the first nine months of 2003.

Interest expense.For the nine months ended
September 30, 2003, our interest expense increased
$1.0 million, or 1.1%, to $87.2 million from
$86.2 million for the nine months ended September 30,
2002. The acquisitions accounted for $13.8 million of our
interest expense for the nine months ended September 30,
2003. Adjusted for the acquisitions, our interest expense
decreased $12.8 million. This is primarily the result of a
reduction of our outstanding balance on our credit facility and
decreased variable interest rates as a result of lower interest
rates and the expiration of our interest rate hedges.

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Other income, net.For the year ended September 30,
2003, our other income decreased by $1.2 million,
or 34.2%, to $2.1 million from $3.3 million for
the year ended September 30, 2002 due to a loss on sale of
assets, offset by an increase in interest income.

Dividends on mandatorily preferred stock.For the nine months ended
September 30, 2003 dividends on mandatorily preferred stock
were $17.8 million. The financing expense from dividends on
mandatorily redeemable preferred stock is a result of our
adoption of FAS 150, which requires dividends on
mandatorily redeemable preferred stock to be reflected in net
income (loss) for interim periods beginning after June 15,
2003. Prior to this quarter, dividends on mandatorily redeemable
preferred stock were reflected only in our net (loss) income
applicable to common stockholder.

(Loss) gain from extinguishment of
debt.For the nine months ended
September 30, 2003 our loss from extinguishment of debt was
$28.1 million, compared to a gain of $2.6 million for
the nine months ended September 30, 2002. The loss from
extinguishment of debt for the nine months ended
September 30, 2003, was due to paying off the DOC LLC
credit facility and a large portion of the Sygnet credit
facility. Our gain from extinguishment of debt for the nine
months ended September 30, 2002, resulted from the
repurchase of $11.5 million principal amount of Dobson/
Sygnet senior notes for the purchase price of $8.9 million.

Minority interests in income of subsidiaries.For the nine months ended
September 30, 2003, our minority interests in income of
subsidiaries increased $0.4 million, or 7.8%, to
$5.3 million from $4.9 million in 2002. 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 nine months ended
September 30, 2002, we incurred a loss, net of income tax
benefit, before discontinued operations and cumulative effect of
change in accounting principle, from our previously owned joint
venture totaling $184.4 million. This loss represents our
previous proportionate loss in American Cellular, limited to our
previous investment in American Cellular.

Discontinued operations.For the nine months ended
September 30, 2003, we had income from discontinued
operations (including the gain on the sale) of
$34.7 million compared to income and gain on sale of
$108.3 million in 2002. Discontinued operations during 2003
relate to the market exchange with AT&T Wireless, while
discontinued operations in 2002 relate to both the market
exchange with AT&T Wireless and the markets sold to Verizon
Wireless by us and American Cellular.

Cumulative effect of change in accounting
principle.For the nine months ended
September 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 then 50% interest in American Cellular.

Net Income (loss).For the nine months ended
September 30, 2003, our net income was $44.4 million.
Our net income increased $219.2 million, from a net loss of
$174.8 million for the nine months ended September 30,
2002. The increase in our net income was primarily attributable
to our loss recognized in 2002 from the cumulative effect of
change in accounting principle and on our loss from our previous
investment in joint venture, offset by the gain from the sale of
discontinued operations.

Dividends on preferred stock.For the nine months ended
September 30, 2003, our dividends on preferred stock
decreased $30.2 million, or 42.2%, to
$41.4 million from $71.6 million for the nine months
ended September 30, 2002. The decrease in dividends issued
during the nine months ended September 30, 2003 is a result
of the implementation of FAS 150, which requires dividends
from mandatorily redeemable preferred stock to be reflected in
net income (loss), as well as the reductions in the number of
shares of our preferred stock outstanding, due to redemptions of
our preferred stock in 2002 and 2003.

Gain on redemption of preferred
stock.During the nine months ended
September 30, 2003, we repurchased a total of
$32.7 million liquidation preference amount of our
12.25% senior exchangeable preferred stock and
$27.5 million liquidation preference amount of our
13% senior exchangeable preferred stock, for an aggregate
purchase price of $36.6 million. This resulted in a gain on
redemption of preferred

33



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##### Table of Contents



stock totaling $22.0 million. In addition,
AT&T Wireless transferred to us all of our Series AA
preferred stock, which had a fair value that was substantially
lower than the carrying value, thus resulting in a gain of
$196.3 million. During September 2002, we repurchased a
total of $33.0 million liquidation preference amount of our
12.25% senior exchangeable preferred stock and
$8.1 million liquidation preference amount of our
13% senior exchangeable preferred stock, for an aggregate
purchase price of $10.9 million. This resulted in an excess
of liquidation preference amount over repurchase price of
preferred stock totaling $30.2 million.


Liquidity and Capital Resources

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



| |              
| | -------------
| | Net Cash Flow

At September 30, 2003, we had working
capital of $153.6 million, a ratio of current assets to
current liabilities of 1.7:1 and an unrestricted cash balance of
$229.4 million, which compares to working capital of
$173.7 million, a ratio of current assets to current
liabilities of 1.9:1 and an unrestricted cash balance of
$294.2 million at December 31, 2002.

Our net cash provided by operating activities
totaled $185.9 million for the nine months ended
September 30, 2003 compared to $127.1 million for the
nine months ended September 30, 2002. The increase was
primarily due to an increase in our income from continuing
operations and changes in our current assets and liabilities.

Our net cash used in investing activities totaled
$119.8 million for the nine months ended September 30,
2003, compared to cash provided by investing activities of
$364.9 million for the nine months ended September 30,
2002. Cash used in investing activities for the nine months
ended September 30, 2003, was primarily attributable to
capital expenditures of $109.8 million. American Cellular
accounted for $28.8 million of these capital expenditures.
Capital expenditures were $57.2 million for the nine months
ended September 30, 2002. Cash provided by investing
activities in the nine months ended September 30, 2002
includes the net proceeds from the sale of certain markets to
Verizon Wireless for a total of approximately
$349.7 million, less approximately $14.1 million
reserved in escrow, as well as the refund of our deposits of
$91.2 million for the eleven licenses in the FCC auction.

Net cash used in financing activities was
$130.9 million for the nine months ended September 30,
2003 compared to $366.3 million for the nine months ended
September 30, 2002. Financing activity sources for the nine
months ended September 30, 2003 consisted primarily of our
issuance of senior notes of $650.0 million and American
Cellulars issuance of senior notes of $900.0 million
and the related deferred financing costs totaling
$32.1 million, offset by repayments of long-term debt
totaling $1.6 billion, the redemption of $36.6 million
of exchangeable preferred stock and cash dividends on our
12.25% senior exchangeable preferred stock of
$10.8 million. Financing activity sources for the nine
months ended September 30, 2002 consisted primarily of
proceeds of long-term debt totaling $381.5 million, which
was offset by repayments of long-term debt totaling
$714.5 million, purchase of treasury stock of
$7.8 million, purchase of preferred stock of
$10.9 million and purchase of Dobson/ Sygnet senior notes
of $8.9 million.



| |                  
| | -----------------
| | Capital Resources



| |                    
| | -------------------
| | DCS Credit Facility

Subsequent to September 30, 2003, we caused
Sygnet Wireless, (and its wholly-owned subsidiary, Sygnet
Communication), to be merged with and into our wholly-owned
subsidiary, DCS, and caused DOC LLC immediately thereafter to
terminate its revolving credit facility and replace it with a
new senior secured credit facility consisting of:



| |   |                                                                          
| | - | -------------------------------------------------------------------------
| |  | a 6-year $150.0 million senior secured
    revolving credit facility, and
|
| |  | a 6.5-year $550.0 million senior secured
    term loan facility.         

34



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The new DCS credit facility is guaranteed by us,
DOC and each of DCSs direct and is secured by a first
priority security interest in all of the tangible and intangible
assets of DCS. The new DCS credit facility is not guaranteed by
American Cellular or any of its subsidiaries.

Interest on the DCS credit facility is currently
based on a LIBOR formula plus a spread.

Under specified terms and conditions, including
covenant compliance, the amount available under the new DCS
credit facility may be increased by an incremental facility of
up to $200.0 million. We have the right to make no more
than four requests to increase the amount of the credit facility
and with respect to the revolving credit facility, it must be
made at least 12 months prior to the credit termination
date and with respect to the term loan facility, it must be made
within 30 months of the closing date. Any incremental
facility will have a maturity greater than the weighted average
life of the existing debt under the new DCS credit facility.

Under the new DCS credit facility there are
mandatory scheduled principal or amortization payments of the
term loan facility and no reductions in commitments under the
revolving credit facility. The term loan facility will amortize
1% per annum for the first 5.5 years and in equal
quarterly installments for the balance in the final year. The
revolving credit facility is scheduled to mature in April 2009
and the term loan facility is scheduled to mature in April 2010.
However, if we have not refinanced or repaid our
10.875% senior notes by January 31, 2010, then the
term loan facility will mature on January 31, 2010.

DCS will also be required to make mandatory
reductions of the credit facility with the net cash proceeds
received from certain issuances of debt and equity and upon any
material sale of assets.

The DCS credit agreement contains covenants that,
subject to specified exceptions, limit our ability to:



| |   |                                            
| | - | -------------------------------------------
| |  | make capital expenditures;                 
|
| |  | sell or dispose of assets;                 
|
| |  | incur additional debt;                     
|
| |  | create liens;                              
|
| |  | merge with or acquire other companies;     
|
| |  | engage in transactions with affiliates; and
|
| |  | make loans, advances or stock repurchases. 



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

On January 14, 2000, we 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 was structured as a loan to our subsidiary,
DOC LLC, the successor by merger to Dobson Cellular
Operating Company and Dobson Operating Company, with guarantees
from certain of its subsidiaries and us. On September 26,
2003, we used a portion of the net proceeds of our private
offering of $650 million 8.875% senior notes to repay
all amounts outstanding under this credit facility. This
repayment resulted in a loss from extinguishment of debt of
$11.0 million due to the write off of related deferred
financing costs.



| |                           
| | --------------------------
| | Dobson/Sygnet Senior Notes

Our subsidiary, Dobson/ Sygnet, had outstanding
$200.0 million aggregate principal amount of senior notes
that would have matured in 2008. On September 30, 2002, we
purchased $11.5 million principal amount of these senior
notes for $8.9 million. We recognized a gain of
$2.6 million for the nine months ended September 30,
2002, due to the write-off of related deferred financing costs
and taxes. Subsequent to September 30, 2003, we purchased
an additional $183.3 million principal amount of these
senior notes.

35



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| |                                
| | -------------------------------
| | Sygnet Wireless Credit Facility

Our indirect, wholly-owned subsidiary, Sygnet
Wireless, was a party to a secured credit agreement for an
aggregate of $267.1 million, consisting of a
$3.4 million revolving credit facility and
$263.7 million of term loans. Interest on the revolving
credit facility and the term loan facilities was based on a
prime rate or a LIBOR formula. The weighted average interest
rate for the nine months ended September 30, 2003 was 4.2%
and interest rates have ranged between 3.3% and 10.5% since
inception of the credit facility. On September 26, 2003, we
used a portion of the net proceeds of our private offering of
$650 million 8.875% senior notes, to repay
$213.1 million of this credit facility. As of
September 30, 2003, $54.0 million remained outstanding
under this credit facility. Subsequent to September 30
2003, the remaining balance on this credit facility was paid
off. For the nine months ended September 30, 2003, this
repayment resulted in a loss from extinguishment of debt of
$17.1 million due to the write off of related deferred
financing costs.



| |                                                                    
| | -------------------------------------------------------------------
| | American Cellular Credit Facility and Senior
    Subordinated Notes

The American Cellular joint venture had 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s credit facility included a financial
covenant requiring that they not exceed a total debt leverage
ratio of 7.50 to 1.00 in the second quarter of 2002. At
June 30, 2002 and continuing through August 2003, American
Cellular failed to comply with this covenant. American
Cellulars lenders had 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 have allowed 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.
On June 30, 2002 and continuing through August, 2003,
American Cellular classified all of its long-term debt as
current. Also, as a result of American Cellulars
non-compliance, beginning in October 2002, all borrowings under
American Cellulars credit facility were only available
based on prime rate, which had increased American
Cellulars borrowing rate. On August 8, 2003, however,
American Cellular and ACC Escrow Corp., our newly formed,
wholly-owned, indirect subsidiary, completed a private offering
of $900 million aggregate principal amount of
10% senior notes due 2011, the proceeds of which were used
to repay American Cellulars credit facility as part of the
restructuring. DCC is not a guarantor of these senior notes. All
material subsidiaries of American Cellular are guarantors of
these senior notes.

On March 14, 2001, American Cellular sold
$450.0 million principal amount of 9.5% senior
subordinated notes due 2009 at a discount of $3.3 million.
The discount was being amortized over the life of the notes. On
June 4, 2001, American Cellular sold $250.0 million
principal amount of 9.5% senior subordinated notes due 2009
at a discount of $3.6 million. The discount was being
amortized over the life of the notes. As part of the
restructuring of American Cellular, holders of
$681.9 million outstanding principal amount of these senior
notes received approximately $48.7 million in cash,
43.9 million shares of newly issued shares of our
class A common stock, and 681,900 shares of a new
series of our convertible preferred stock, which has an
aggregate liquidation preference of approximately
$121.8 million and is convertible into a maximum of
13.9 million shares of our class A common stock. There
remains outstanding $18.1 million principal amount of
American Cellulars 9.5% senior subordinated notes.



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

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 was entitled to cumulative annual dividends of 5.96% on
the liquidation preference of $1,000 per share, subject to
certain adjustments. Dividends accrued but were not payable
until after February 2006. Each share of Series AA
Preferred Stock was mandatory 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 was convertible into our
class A common stock at a conversion price of
$25.35 per share. At June 30, 2003, we had canceled
all 200,000 shares of Series AA Preferred Stock issued
and outstanding as a result of our exchange agreement with
AT&T Wireless on June 17, 2003.

36



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As of September 30, 2003, we had issued and
outstanding 354,098 shares of 12.25% senior preferred
stock and 189,701 shares of our 13% senior preferred
stock with aggregate liquidation values of $354.1 million
and $193.9 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. On
October 31, 2003 we repurchased 246,967 shares of our
12.25% senior exchangeable preferred stock.

On September 26, 2003, we completed our
private offering of $650 million aggregate principal amount
of 8.875% senior notes due 2013. The net proceeds from the
offering, together with borrowings under a new $700 million
credit facility obtained by our wholly-owned subsidiary, DCS in
October 2003, were used to refinance and replace the existing
credit facilities of our subsidiaries, to fund the repurchase of
$183.3 million principal amount of Dobson/ Sygnets
outstanding 12.25% senior notes, to fund the repurchase of
246,967 shares of our 12.25% senior preferred stock
having an aggregate liquidation preference of
$248.3 million, and for general corporate purposes.
American Cellular is an unrestricted subsidiary for purposes of
the senior notes.

On May 19, 2003, our principal stockholder
DCCLP, and certain of its affiliates, entered into a new credit
agreement with Bank of America, N.A. This credit agreement,
which matures in May 2006, had an aggregate principal amount
outstanding of approximately $60 million as of
September 30, 2003. To secure their obligations under this
credit agreement, DCCLP and its affiliates individually pledged
certain assets, which included beneficial ownership of shares of
our class A and class B common stock. However, the new
agreement eliminates our change of control risk related to
possible future default on the DCCLP loan as DCCLP has retained
a sufficient number of shares of our class B common stock
that are no longer pledged as collateral for DCCLPs loan
from Bank of America, so that a default under the new credit
agreement would not result in our change of control. As a
result, the substantial doubt that existed as of
December 31, 2002 and March 31, 2003 regarding our
ability to continue operating as a going concern no longer
exists. Under the terms of its new agreement with Bank of
America, DCCLP transferred 32.5 million shares of our
class A common stock to Bank of America. On July 18,
2003, an affiliate of Bank of America entered into agreements to
sell 4.0 million shares of our class A common stock,
which had been acquired by Bank of America as part of the loan
restructuring with DCCLP in May of 2003. These sales constitute
a Release Event, as defined in the credit agreement.
As a result, Bank of America has released its lien on an
additional 1.5 million class B shares owned by DCCLP.
On October 10, 2003, Bank of American sold all of the
remaining 28.5 million shares of our class A common
stock it had acquired from DCCLP.



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

We had capital expenditures of
$109.8 million for the nine months ended September 30,
2003. On July 18, 2003, we announced our plans to
accelerate our GSM/GPRS overlay of our networks. We revised our
expected capital expenditures for 2003 for this acceleration of
our GSM/GPRS overlay of our networks, and our acquisition of
American Cellular. We originally projected 2003 capital
expenditures of approximately $100 million. We plan to
accelerate construction from 2004 into the current year, thus
increasing 2003s capital expenditures to approximately
$225 million to $235 million. The amount and timing of
capital expenditures may vary depending on the rate at which we
expand and develop our wireless systems and whether we
consummate additional acquisitions. We may require additional
financing for future acquisitions, to refinance our debt at its
final maturities and to meet the mandatorily redemption
provisions on our senior preferred stock.

In addition, on November 7, 2002, our Board
of Directors adopted a new stock purchase plan, which authorizes
us to purchase up to 10 million shares of our outstanding
class A common stock over the next twelve months. At
September 30, 2003, no shares had been repurchased under
this plan.

On December 17, 2001, we made secured
two-year loans to certain of our current and former officers and
employees. The loans are secured by pledged shares of our
class A common stock and under the loan agreements, the
borrowers have no personal liability to us for the debt, beyond
the loss of the pledged collateral. To date, all borrowers have
repaid their loans.

37



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We and our subsidiary, American Cellular, were
obligated under an agreement to purchase approximately
$150.0 million of cell site and switching equipment from
Nortel Network Corp. prior to July 15, 2005. The commitment
has been fulfilled as of September 30, 2003.

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 available to us under our credit facilities and net
proceeds from the refinancing, the remaining balance of our
unrestricted cash and cash flows from operations will be
sufficient to satisfy our currently expected capital
expenditures, working capital and debt service obligations for
the foreseeable future. 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. 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.

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
September 30, 2003, we did not have any interest rate
hedges due to their expiration in April 2003. For the nine
months ended September 30, 2003 and 2002, the interest
expense related to the expired hedges was approximately
$2.2 million and $11.8 million, respectively, due to
the decline in current market interest rates.

At September 30, 2003, we had long-term debt
outstanding of $2.1 billion, of which $54.0 million
bears interest at floating rates. These floating rates averaged
5.1% for the nine months ended September 30, 2003. One
percentage point of an interest rate adjustment would change our
cash interest payments on an annual basis by approximately
$0.5 million.






|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

As of the end of the period covered by this
report, an evaluation was carried out under the supervision and
with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under
the Securities Exchange Act of 1934) as required by
Rule 13a-15(b). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the
design and operation of these disclosure controls and procedures
were effective.

38



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##### Table of Contents






PART II. OTHER INFORMATION






|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

We are not currently aware of any additional or
material changes to pending or threatened litigation against us
or our subsidiaries that could have a material adverse effect on
our financial condition, results of operations or cash flows.






|        |                                              
|------- | ---------------------------------------------
|Item 2. | Changes in Securities and Use of
    Proceeds

On August 19, 2003, as part of the American
Cellular restructuring, American Cellular and we completed an
exchange offer for American Cellulars existing
9.5% senior subordinated notes due 2009. In connection
therewith, holders of $681.9 million of the
$700 million of American Cellular notes who tendered their
notes received an aggregate of 43.9 million shares of our
class A common stock, 681,900 shares of our
Series F convertible preferred stock with an aggregate
liquidation preference of $121.8 million, convertible into
a maximum of 13.9 million shares of our class A common
stock, and $48.7 million in cash in exchange for their
existing notes. We also issued an additional 4,301 shares
of our Series F convertible preferred stock and
276,848 shares of our class A common stock in the
payment of certain fees related to the restructuring of American
Cellular. The class A common stock and the convertible
preferred stock were issued in a transaction exempt from
registration pursuant to Section 4(2) of the Securities Act
of 1933, as amended, and the regulations promulgated thereunder.
The class A common stock and the convertible preferred
stock issued in connection with the American Cellular
restructuring were subsequently registered in accordance with
registration rights granted as part of the restructuring.






|        |                                    
|------- | -----------------------------------
|Item 3. | Defaults Upon Senior
    Securities

Not applicable






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

As part of the restructuring of American
Cellular, we agreed to amend our Certificate of Incorporation to
provide, among other things, that, at the end of the initial
terms of our Board of Directors selected by the American
Cellular noteholders, the vacancies thus created would be filled
by a vote of the holders of our class A common stock voting
as a separate class. The amendment was approved by a stockholder
who holds shares of our class A common stock and
class B common stock representing more than 66 2/3% of
the total combined voting power of our voting stock, and shares
of our class B common stock representing a majority of the
issued and outstanding shares of our class B common stock.

39



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##### Table of Contents








|        |                  
|------- | -----------------
|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.                                                                                                                                                                                                                            |  |  | (6)[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.       |  |  | (6)[2.15]   | 
|        | 2 | .3          |  | Purchase Agreement dated July 25, 2003 for
    ACC Escrow Corp. and American Cellular Corporation $900,000,000
    10% Series A Senior Notes due 2011                                                                                                                                                                                                                   |  |  | (25)[2.3]   | 
|        | 2 | .3          |  | Purchase Agreement dated July 25, 2003 for
    ACC Escrow Corp. and American Cellular Corporation $900,000,000
    10% Series A Senior Notes due 2011                                                                                                                                                                                                                   |  |  | (25)[2.3]   | 
|        | 2 | .4          |  | Purchase Agreement dated September 12, 2003
    for Dobson Communications Corporation $650,000
    8 7/8% Senior Notes due 2013                                                                                                                                                                                                                                         |  |  | (28)[2.4]   | 
|        | 2 | .5          |  | Agreement and Plan of Merger of ACC Escrow Corp.
    and American Cellular Corporation                                                                                                                                                                                                                                                                                  |  |  | (28)[2.5]   | 
|        | 3 | .1          |  | Registrants Amended and Restated
    Certificate of Incorporation.                                                                                                                                                                                                                                                                                                     |  |  | (6)[3.1]    | 
|        | 3 | .1.1        |  | Registrants Certificate of Retirement of
    Senior Exchangeable Preferred Stock dated January 7, 2003                                                                                                                                                                                                                                                                 |  |  | (22)[3.1.1] | 
|        | 3 | .1.2        |  | Registrants Certificate of Retirement of
    Senior Exchangeable Preferred Stock dated February 4, 2003                                                                                                                                                                                                                                                                |  |  | (22)[3.1.2] | 
|        | 3 | .1.3        |  | Registrants Certificate of Amendment of
    Certificate of Incorporation                                                                                                                                                                                                                                                                                               |  |  | (28)[3.1.3] | 
|        | 3 | .2          |  | Registrants Amended and Restated By-laws.                                                                                                                                                                                                                                                                                                                              |  |  | (11)[3(ii)] | 
|        | 3 | .2.1        |  | Registrants Amended and Restated Bylaws                                                                                                                                                                                                                                                                                                                                |  |  | (28)[3.2.1] | 
|        | 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. |  |  | (6)[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                                                                                                          |  |  | (7)[10.2]   | 
|        | 4 | .1.2        |  | Amendment and Consent dated November 24,
    2000 to Amended, Restated and Consolidated Revolving Credit and
    Term Loan Agreement                                                                                                                                                                                                                                    |  |  | (12)[4.3.2] | 
|        | 4 | .1.3        |  | Amendment and Consent dated May 4, 2001 to
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                          |  |  | (16)[4.1.3] | 
|        | 4 | .1.4        |  | Amendment dated August 1, 2001 to Amended,
    Restated and Consolidated Revolving Credit and Term Loan
    Agreement                                                                                                                                                                                                                                                   |  |  | (16)[4.1.4] | 
|        | 4 | .1.5        |  | Amendment dated January 23, 2002 to the
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                             |  |  | (16)[4.1.5] | 

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|        |    |             |  |                                                                                                                                                                                                                                                                                                                                             |  |  |              | 
|------- | -- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------ | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                                                                                                                                  
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                                                                                                                                     
|        |    |             |  |                                                                                                                                                                                                                                                                                                                                            
|        | 4  | .1.6        |  | Second Amended, Restated and Consolidated
    Revolving Credit Agreement among Dobson Operating Co., LLC, as
    Borrower, the Lenders party thereto, as Lenders, and Lehman
    Commercial Paper Inc., as Administrative Agent, dated
    September 26, 2003.                                                                              |  |  | (26)[4.1.6]  | 
|        | 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  | .2.1        |  | Supplemental Indenture dated October 23,
    2003 by and between Dobson/ Sygnet Communications Company and
    the Bank of New York as Successor to The United States
    Trust Company of New York, as Trustee                                                                                                                             |  |  | (27)[4.2.1]  | 
|        | 4  | .3          |  | Form of Common Stock Certificate.                                                                                                                                                                                                                                                                                                           |  |  | (6)[4.16]    | 
|        | 4  | .4          |  | Indenture dated June 22, 2000 by the
    Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                             |  |  | (7)[4]       | 
|        | 4  | .5          |  | Senior Debt Indenture dated as of July 18,
    2001, between the Registrant and The Bank of New York, as
    Trustee                                                                                                                                                                                                                        |  |  | (13)[4.2]    | 
|        | 4  | .6.1        |  | Subordinated Debt Indenture dated as of
    July 18, 2001 between the Registrant and The Bank of
    New York, as Trustee                                                                                                                                                                                                                   |  |  | (13)[4.3]    | 
|        | 4  | .6.2        |  | Certificate of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                             |  |  | (13)[4.4]    | 
|        | 4  | .7          |  | Declaration of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                             |  |  | (13)[4.5]    | 
|        | 4  | .8          |  | Indenture dated as February 28, 1997 between
    the Registrant and United States Trust Company of New York,
    as Trustee                                                                                                                                                                                                                 |  |  | (4)[4.6]     | 
|        | 4  | .9          |  | 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  | .10         |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, Optional and Other Special Rights of
    the Registrants Series AA Preferred Stock                                                                                                                                                                         |  |  | (11)[4.1]    | 
|        | 4  | .11         |  | 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                                                                                                                                                              |  |  | (11)[4.2]    | 
|        | 4  | .12         |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, Optional and Other Special Rights of
    the Registrants Series F Convertible Preferred Stock                                                                                                                                                              |  |  | (25)[4.12]   | 
|        | 4  | .12.1       |  | Certificate of Correction of Certificate of
    Designation of Series F Convertible Preferred Stock                                                                                                                                                                                                                                         |  |  | (25)[4.12.1] | 
|        | 4  | .13         |  | Indenture dated August 8, 2003 between ACC
    Escrow Corp. and Bank of Oklahoma, National Association, as
    Trustee                                                                                                                                                                                                                      |  |  | (25)[4.13]   | 
|        | 4  | .13.1       |  | Supplemental Indenture dated August 19, 2003
    between American Cellular Corporation and Bank of Oklahoma,
    National Association, as Trustee                                                                                                                                                                                           |  |  | (25)[4.13.1] | 
|        | 4  | .14         |  | First Supplemental Indenture dated
    August 19, 2003 with reference to Indenture dated
    March 14, 2001, between American Cellular Corporation, ACC
    Acquisition LLC, Subsidiary Guarantors and Bank of Oklahoma,
    relating to the issuance by American Cellular Corporation of its
    9 1/2% Senior Subordinated Notes due 2009 |  |  | (25)[4.14]   | 
|        | 4  | .15         |  | 8 7/8% Senior Note Indenture dated
    as of September 26, 2003 by Dobson Communications
    Corporation and Bank of Oklahoma, National Association, as
    Trustee.                                                                                                                                                                        |  |  | (26)[4.14]   | 
|        | 10 | .1          |  | Registrants 2002 Employee Stock Purchase
    Plan                                                                                                                                                                                                                                                                                          |  |  | (18)[10.1]   | 
|        | 10 | .1.1*       |  | Registrants 1996 Stock Option Plan, as
    amended.                                                                                                                                                                                                                                                                                        |  |  | (3)[10.1.1]  | 
|        | 10 | .1.2*       |  | 2000-1 Amendment to the DCC 1996 Stock Option
    Plan.                                                                                                                                                                                                                                                                                     |  |  | (6)[10.1.3]  | 
|        | 10 | .1.3*       |  | Dobson Communications Corporation 2000 Stock
    Option Plan.                                                                                                                                                                                                                                                                               |  |  | (6)[10.1.4]  | 

41



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                        |  |  |               | 
|------- | -- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  | ------------- | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                             
|Numbers |    | Description |  | Filing                                                                                                                                                                                                
|        |    |             |  |                                                                                                                                                                                                       
|        | 10 | .2*         |  | Registrants 2002 Stock Incentive Plan                                                                                                                                                                 |  |  | (18)[10.2]    | 
|        | 10 | .3.1*       |  | Letter dated June 3, 1996 from Registrant to
    Bruce R. Knooihuizen describing employment arrangement.                                                                                               |  |  | (4)[10.3.2]   | 
|        | 10 | .3.2*       |  | Letter dated October 15, 1996 from Fleet
    Equity Partners to Justin L. Jaschke regarding director
    compensation.                                                                                 |  |  | (4)[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.                                                            |  |  | (6)[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.                                                                                    |  |  | (8)[10.4.3]   | 
|        | 10 | .5          |  | Operating Agreement dated January 16, 1998,
    as amended, between AT&T Wireless Services, Inc. and Dobson
    Cellular Systems, Inc.                                                                 |  |  | (6)[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                          |  |  | (17)[10.5.1]  | 
|        | 10 | .5.2        |  | Fourth Addendum to Operating Agreement between
    AT&T Wireless Services, Inc. and its Affiliates and Dobson
    Cellular Systems, Inc. and its Affiliates dated July 11,
    2003                    |  |  | (23)[10.9.2]  | 
|        | 10 | .6         |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated as
    of November 16, 2001.                                                             |  |  | (16)[10.6]    | 
|        | 10 | .6.1       |  | Amendment No. 1 to the Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation dated August 5, 2002.                                                |  |  | (19)[10.6.1]  | 
|        | 10 | .7          |  | Second Amended and Restated Partnership Agreement
    of Gila River Cellular General Partnership dated
    September 30, 1997                                                                          |  |  | (5)[10.8]     | 
|        | 10 | .8          |  | Stockholder and Investor Rights Agreement dated
    January 31, 2000 among the Registrant and the Shareholders
    listed therein (without exhibits).                                                  |  |  | (6)[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                                                     |  |  | (11)[10.4]    | 
|        | 10 | .9         |  | License Agreement dated October 8, 2001
    between Dobson Communications Corporations and H.O. Systems, Inc.                                                                                          |  |  | (16)[10.9]    | 
|        | 10 | .10*        |  | Form of Dobson Communications Corporation
    Director Indemnification Agreement.                                                                                                                      |  |  | (6)[10.9]     | 
|        | 10 | .11         |  | Agreement and Plan of Reorganization and
    Corporation Separation between Dobson Communications Corporation
    and Logix Communications Enterprises dated January 24, 2000                          |  |  | (6)[10.10]    | 
|        | 10 | .12         |  | 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.                   |  |  | (9)[10.1]     | 
|        | 10 | .13         |  | Amended and Restated Supplemental Agreement among
    AT&T Wireless, Dobson Communications Corporation, Dobson CC
    Limited Partnership, and other signatories thereto, dated
    February 25, 2000. |  |  | (9)[10.1.1]   | 

42



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##### Table of Contents



|        |     |             |  |                                                                                                                                                                                                                                                                                     |  |  |               | 
|------- | --- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------- | 
|Exhibit |     |             |  | Method of                                                                                                                                                                                                                                                                          
|Numbers |     | Description |  | Filing                                                                                                                                                                                                                                                                             
|        |     |             |  |                                                                                                                                                                                                                                                                                    
|        | 10  | .14         |  | Amended and Restated Management Agreement between
    Dobson Cellular Systems, Inc. and ACC Acquisition LLC dated as
    of February 25, 2000.                                                                                                                                      |  |  | (9)[10.2]     | 
|        | 10  | .14.1       |  | Management Agreement between Dobson Cellular
    Systems, Inc. and American Cellular Corporation effective as of
    August 19, 2003                                                                                                                                                |  |  | (25)[10.14.1] | 
|        | 10  | .15         |  | 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).  |  |  | (9)[10.3]     | 
|        | 10  | .15.1       |  | 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                                                                                               |  |  | (17)[10.16.1] | 
|        | 10  | .16         |  | 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). |  |  | (9)[10.4]     | 
|        | 10  | .17.1       |  | Stock Purchase Agreement Between AT&T
    Wireless Services, Inc. and Dobson Communications Corporation
    dated as of November 6, 2000.                                                                                                                                           |  |  | (10)[10.14]   | 
|        | 10  | .17.2       |  | Amendment No. 1 to Stock Purchase Agreement
    between the Registrant and AT&T Wireless Services, Inc.
    dated February 8, 2001                                                                                                                                                  |  |  | (11)[10.1]    | 
|        | 10  | .18         |  | Exchange Agreement between the Registrant and
    AT&T Wireless Services, Inc. dated February 8, 2001                                                                                                                                                                               |  |  | (11)[10.2]    | 
|        | 10  | .19         |  | PCS Transfer Rights Agreement between the
    Registrant and AT&T Wireless Services, Inc. dated
    February 8, 2001                                                                                                                                                                |  |  | (11)[10.3]    | 
|        | 10  | .20         |  | 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                                                                                           |  |  | (14)[10.22]   | 
|        | 10  | .21         |  | 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                                                                                             |  |  | (15)[10.1]    | 
|        | 10  | .22        |  | 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.                                                                               |  |  | (16)[10.23]   | 
|        | 10  | .23         |  | Master Services Agreement between Dobson Cellular
    Systems, Inc. and Convergys Information Management Group Inc.
    dated December 1, 2002.                                                                                                                                     |  |  | (20)[10.24]   | 
|        | 10  | .24         |  | Asset Exchange Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                                                                                                              |  |  | (21)[10.1]    | 
|        | 10  | .25         |  | Transition Services Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                                                                                                         |  |  | (21)[10.2]    | 
|        | 10  | .26         |  | Master Lease Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                                                                                                                |  |  | (21)[10.3]    | 
|        | 10  | .27         |  | Cordova Option Agreement dated as of
    December 24, 2002, among AT&T Wireless Services, Inc.,
    AT&T Wireless Services of Alaska, Inc. and Dobson Cellular
    Systems, Inc.                                                                                                    |  |  | (21)[10.4]    | 
|        | 10  | .28        |  | Roaming Agreement for GSM/ GPRS between AT&T
    Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated
    July 11, 2003.                                                                                                                                                 |  |  | (23)[10.28]   | 
|        | *10 | .29        |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated
    July 11, 2003, as amended.                                                                                                                                       |  |  | (23)[10.29]   | 
|        | *10 | .30        |  | Roaming Agreement for GSM/ GPRS between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003.                                                                                                                                                 |  |  | (23)[10.30]   | 

43



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##### Table of Contents



|        |     |             |  |                                                                                                                                                                                                                                                                                       |  |  |             | 
|------- | --- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |     |             |  | Method of                                                                                                                                                                                                                                                                            
|Numbers |     | Description |  | Filing                                                                                                                                                                                                                                                                               
|        |     |             |  |                                                                                                                                                                                                                                                                                      
|        | *10 | .31        |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003.                                                                                                                                                     |  |  | (23)[10.31] | 
|        | *10 | .32        |  | Second Amended and Restated TDMA Operating
    Agreement between AT&T Wireless Services, Inc. on behalf of
    itself and its affiliates and ACC Acquisition LLC, on behalf of
    itself, American Cellular Corporation and their respective
    affiliates dated July 11, 2003      |  |  | (23)[10.32] | 
|        | 10  | .33         |  | Tax Allocation Agreement dated August 19,
    2003 between Dobson Communications Corporation and American
    Cellular Corporation                                                                                                                                                    |  |  | (25)[10.33] | 
|        | 10  | .34         |  | Registration Rights Agreement dated as of
    August 8, 2003 by and between ACC Escrow Corp. as Issuer,
    American Cellular Corporation, certain Guarantors listed on
    Schedule A and Bear, Stearns & Co., Inc. and
    Morgan Stanley & Co. Incorporated, as Initial Purchasers |  |  | (25)[10.34] | 
|        | 10  | .35         |  | Registration Rights Agreement dated
    August 19, 2003 between Dobson Communications Corporation
    and holders of Class A Common Stock and Series F
    Convertible Preferred Stock                                                                                                |  |  | (25)[10.35] | 
|        | 10  | .36         |  | Registration rights Agreement between Dobson
    Communications Corporation and Bank of America, N.A. dated as of
    March 15, 2002                                                                                                                                                  |  |  | (25)[10.36] | 
|        | 10  | .37         |  | Registration Rights Agreement dated
    September 26, 2003 among Dobson Communications Corporation,
    Lehman Brothers Inc., Morgan Stanley & Co.
    Incorporated, and Bear, Stearns & Co. Inc.                                                                                     |  |  | (26)[10.37] | 
|        | 10  | .38         |  | Credit Agreement by and among Dobson Cellular
    Systems, Inc., Dobson Communications Corporation, Dobson
    Operating Co., L.L.C. and Lehman Commercial Paper Inc., as
    Administrative Agent for the Lenders dated October 23, 2003.                                            |  |  | (27)[10.38] | 
|        | 10  | .39         |  | Guarantee and Collateral Agreement by and among
    Dobson Cellular Systems, Inc., Dobson Communications
    Corporation, Dobson Operating Co., L.L.C. and Lehman Commercial
    Paper Inc., as Administrative Agent for the Lenders dated
    October 23, 2003                       |  |  | (27)[10.39] | 
|        | 10  | .40         |  | Escrow Agreement dated August 8, 2003 by and
    between ACC Escrow Corp. and Bank of Oklahoma, National
    Association, as trustee and escrow agent                                                                                                                                 |  |  | (27)[10.40] | 
|        | 10  | .41         |  | Registration Rights Agreement dated as of
    September 26, 2003 by and among Dobson Communications
    Corporation, Lehman Brother Inc., Morgan Stanley & Co.
    Incorporated and Bear, Stearns & Co. Inc.                                                                          |  |  | (27)[10.41] | 
|        | 31  | .1          |  | Rule 13a-14(a) Certification by our Chairman
    and Chief Executive Officer.                                                                                                                                                                                                         |  |  | (29)        | 
|        | 31  | .2          |  | Rule 13a-14(a) Certification by our Chief
    Financial Officer.                                                                                                                                                                                                                      |  |  | (29)        | 
|        | 32  | .1          |  | Section 1350 Certification by our Chairman
    and Chief Executive Officer.                                                                                                                                                                                                           |  |  | (29)        | 
|        | 32  | .2          |  | Section 1350 Certification by our Chief
    Financial Officer.                                                                                                                                                                                                                        |  |  | (29)        | 



---



| |   |                                                             
| | - | ------------------------------------------------------------
| | * | 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) | 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.

44



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##### Table of Contents





| |     |                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (5) | 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.
|
| | (6) | 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.                     
|
| | (7) | 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.                                    
|
| | (8) | 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.                  
|
| | (9) | 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.                                   



|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | 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.
|    
|(11) | 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.                     
|    
|(12) | 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.        
|    
|(13) | 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.       
|    
|(14) | 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.
|    
|(15) | 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.                        
|    
|(16) | 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.        
|    
|(17) | 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.                             
|    
|(18) | 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.                            
|    
|(19) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 20, 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 December 12, 2002, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                       
|    
|(21) | Filed as an exhibit to the Registrants
    current report on Form 8-K on January 7, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                         
|    
|(22) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2003, as the exhibit number indicated in brackets
    and incorporated by reference herein.    
|    
|(23) | Filed as an exhibit to the Registrants
    current report on Form 8-K on July 28, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                           
|    
|(24) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-3 (Registration
    No. 333-108309), as the exhibit number indicated in
    brackets and incorporated by reference herein.      
|    
|(25) | Filed as an exhibit to the Registrants
    current report on Form 8-K on September 18, 2003, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                      
|    
|(26) | Filed as an exhibit to the Registrants
    current report on Form 8-K on October 2, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                         
|    
|(27) | Filed as an exhibit to the Registrants
    current report on Form 8-K on October 29, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                        

45



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##### Table of Contents





|     |                                                                                                                                                                                                        
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(28) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (Registration
    No. 333-110380), as the exhibit number indicated in
    brackets and incorporated by reference herein.
|    
|(29) | Filed herewith.                                                                                                                                                                                        

(b) Reports on Form 8-K

The Registrant filed a Current Report on
Form 8-K on July 14, 2003, which reported the
Registrant and American Cellular Corporations proposed
restructuring of American Cellulars debt, under
Item 9. Regulation FD Disclosure and
reported the Registrants reclassified Financial
Statements, under Item 12. Results of Operations and
Financial Condition.

The Registrant filed a Current Report on
Form 8-K on July 28, 2003, which reported the
Registrants audited reclassified financial statement, the
Registrants and American Cellulars executed
long-term GSM/GPRS roaming and operating agreements with
AT&T Wireless, the Registrants and American
Cellulars second quarter customer additions, American
Cellulars planned private offering of $900 million in
senior notes, the Registrant and American Cellulars plans
to accelerate their GSM/ GPRS overlay and American
Cellulars balance sheet data as of June 30, 2003,
under Item 5. Other Events and Required FD
Disclosure, and Item 12, Results of Operations
and Financial Condition.

The Registrant filed a Current Report on
Form 8-K on August 8, 2003, which reported the
Registrant filed a press release containing information
regarding its results of operations for the three months ended
June 30, 2003, and its financial condition as of
June 30, 2003, under Item 9. Regulation FD
Disclosure.

The Registrant filed a Current Report on
Form 8-K on August 28, 2003, which reported the
Registrant and American Cellular Corporation consummated the
reorganization of American Cellular and American Cellular became
a wholly-owned subsidiary of the Registrant, under
Item 2. Acquisition or Disposition of Assets,
and reported Financial Statements of businesses acquired and Pro
Forma financial information, under Item 7. Financial
Statements, Pro Forma Financial Information and Exhibits
and reported the Registrants issue of its August 19,
2003 press release regarding the consummation of the
reorganization, under Item 9. Regulation FD
Disclosure.

The Registrant filed a Current Report on
Form 8-K on September 9, 2003, which reported the
Registrants announcement of the commencement of a private
offering of $600 million principal amount of senior notes
due 2013, under Item 5. Other Events and Required FD
Disclosure and reported the Registrants press
release dated September 8, 2003, under Item 7.
Financial Statements and Exhibits and under
Item 9. Regulation FD Disclosure.

The Registrant filed a Current Report on
Form 8-K on September 15, 2003, which reported the
Registrants press release dated September 12, 2003,
which contained information regarding the pricing of
$650 million of its 8 7/8% senior notes due 2013,
under Item 9. Regulation FD Disclosure.

The Registrant filed a Current Report on
Form 8-K on September 18, 2003, which reported the
Registrants material contracts and other documents
executed in connection with American Cellulars
reorganization and other material transactions, under
Item 7. Financial Statements and Exhibits, and
reported the Registrants September 17, 2003 press
release announcing that its shelf registration statement
registering the shares of its class A common stock and its
Series F convertible preferred stock issued in conjunction
with the reorganization of American Cellular Corporation was
declared effective, under Item 9. Regulation FD
Disclosure.

46



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##### 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: November 14, 2003

| |                                               
| | ----------------------------------------------
| | /s/ EVERETT R. DOBSON                         
| |                                               
| | Everett R. Dobson                             
| | Chairman of the Board, President              
| | and Chief Executive Officer                   
| | (Principal Executive Officer) and
    Director

Date: November 14, 2003

| |                              
| | -----------------------------
| | /s/ BRUCE R. KNOOIHUIZEN     
| |                              
| | Bruce R. Knooihuizen         
| | Executive Vice President and 
| | Chief Financial Officer      
| | (Principal Financial Officer)

47



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##### Table of Contents



INDEX TO EXHIBITS

|        |   |             |  |                                                                                                                                                                                                                                                                                                                                                                         |  |  |             | 
|------- | - | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|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.                                                                                                                                                                                                                            |  |  | (6)[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.           |  |  | (6)[2.15]   | 
|        | 2 | .3          |  | Purchase Agreement dated July 25, 2003 for
    ACC Escrow Corp. and American Cellular Corporation $900,000,000
    10% Series A Senior Notes due 2011                                                                                                                                                                                                                   |  |  | (25)[2.3]   | 
|        | 2 | .4          |  | Purchase Agreement dated September 12, 2003
    for Dobson Communications Corporation $650,000
    8 7/8% Senior Notes due 2013                                                                                                                                                                                                                                         |  |  | (28)[2.4]   | 
|        | 2 | .5          |  | Agreement and Plan of Merger of ACC Escrow Corp.
    and American Cellular Corporation                                                                                                                                                                                                                                                                                  |  |  | (28)[2.5]   | 
|        | 3 | .1          |  | Registrants Amended and Restated
    Certificate of Incorporation.                                                                                                                                                                                                                                                                                                     |  |  | (6)[3.1]    | 
|        | 3 | .1.1        |  | Registrants Certificate of Retirement of
    Senior Exchangeable Preferred Stock dated January 7, 2003                                                                                                                                                                                                                                                                 |  |  | (22)[3.1.1] | 
|        | 3 | .1.2        |  | Registrants Certificate of Retirement of
    Senior Exchangeable Preferred Stock dated February 4, 2003                                                                                                                                                                                                                                                                |  |  | (22)[3.1.2] | 
|        | 3 | .1.3        |  | Registrants Certificate of Amendment of
    Certificate of Incorporation                                                                                                                                                                                                                                                                                               |  |  | (28)[3.1.3] | 
|        | 3 | .2          |  | Registrants Amended and Restated By-laws.                                                                                                                                                                                                                                                                                                                              |  |  | (11)[3(ii)] | 
|        | 3 | .2.1        |  | Registrants Amended and Restated Bylaws                                                                                                                                                                                                                                                                                                                                |  |  | (28)[3.2.1] | 
|        | 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. |  |  | (6)[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                                                                                                          |  |  | (7)[10.2]   | 
|        | 4 | .1.2        |  | Amendment and Consent dated November 24,
    2000 to Amended, Restated and Consolidated Revolving Credit and
    Term Loan Agreement                                                                                                                                                                                                                                    |  |  | (12)[4.3.2] | 
|        | 4 | .1.3        |  | Amendment and Consent dated May 4, 2001 to
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                          |  |  | (16)[4.1.3] | 
|        | 4 | .1.4        |  | Amendment dated August 1, 2001 to Amended,
    Restated and Consolidated Revolving Credit and Term Loan
    Agreement                                                                                                                                                                                                                                                   |  |  | (16)[4.1.4] | 
|        | 4 | .1.5        |  | Amendment dated January 23, 2002 to the
    Amended, Restated and Consolidated Revolving Credit and Term
    Loan Agreement                                                                                                                                                                                                                                             |  |  | (16)[4.1.5] | 
|        | 4 | .1.6        |  | Second Amended, Restated and Consolidated
    Revolving Credit Agreement among Dobson Operating Co., LLC, as
    Borrower, the Lenders party thereto, as Lenders, and Lehman
    Commercial Paper Inc., as Administrative Agent, dated
    September 26, 2003.                                                                                                          |  |  | (26)[4.1.6] | 
|        | 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 | .2.1        |  | Supplemental Indenture dated October 23,
    2003 by and between Dobson/ Sygnet Communications Company and
    the Bank of New York as Successor to The United States
    Trust Company of New York, as Trustee                                                                                                                                                         |  |  | (27)[4.2.1] | 
|        | 4 | .3          |  | Form of Common Stock Certificate.                                                                                                                                                                                                                                                                                                                                       |  |  | (6)[4.16]   | 
|        | 4 | .4          |  | Indenture dated June 22, 2000 by the
    Registrant and United States Trust Company of New York, as
    Trustee                                                                                                                                                                                                                                                         |  |  | (7)[4]      | 



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                                                                                             |  |  |              | 
|------- | -- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------ | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                                                                                                                                  
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                                                                                                                                     
|        |    |             |  |                                                                                                                                                                                                                                                                                                                                            
|        | 4  | .5          |  | Senior Debt Indenture dated as of July 18,
    2001, between the Registrant and The Bank of New York, as
    Trustee                                                                                                                                                                                                                        |  |  | (13)[4.2]    | 
|        | 4  | .6.1        |  | Subordinated Debt Indenture dated as of
    July 18, 2001 between the Registrant and The Bank of
    New York, as Trustee                                                                                                                                                                                                                   |  |  | (13)[4.3]    | 
|        | 4  | .6.2        |  | Certificate of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                             |  |  | (13)[4.4]    | 
|        | 4  | .7          |  | Declaration of Trust for Dobson Financing Trust                                                                                                                                                                                                                                                                                             |  |  | (13)[4.5]    | 
|        | 4  | .8          |  | Indenture dated as February 28, 1997 between
    the Registrant and United States Trust Company of New York,
    as Trustee                                                                                                                                                                                                                 |  |  | (4)[4.6]     | 
|        | 4  | .9          |  | 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  | .10         |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, Optional and Other Special Rights of
    the Registrants Series AA Preferred Stock                                                                                                                                                                         |  |  | (11)[4.1]    | 
|        | 4  | .11         |  | 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                                                                                                                                                              |  |  | (11)[4.2]    | 
|        | 4  | .12         |  | Form of Certificate of Designation of the Powers,
    Preferences and Relative, Optional and Other Special Rights of
    the Registrants Series F Convertible Preferred Stock                                                                                                                                                              |  |  | (25)[4.12]   | 
|        | 4  | .12.1       |  | Certificate of Correction of Certificate of
    Designation of Series F Convertible Preferred Stock                                                                                                                                                                                                                                         |  |  | (25)[4.12.1] | 
|        | 4  | .13         |  | Indenture dated August 8, 2003 between ACC
    Escrow Corp. and Bank of Oklahoma, National Association, as
    Trustee                                                                                                                                                                                                                      |  |  | (25)[4.13]   | 
|        | 4  | .13.1       |  | Supplemental Indenture dated August 19, 2003
    between American Cellular Corporation and Bank of Oklahoma,
    National Association, as Trustee                                                                                                                                                                                           |  |  | (25)[4.13.1] | 
|        | 4  | .14         |  | First Supplemental Indenture dated
    August 19, 2003 with reference to Indenture dated
    March 14, 2001, between American Cellular Corporation, ACC
    Acquisition LLC, Subsidiary Guarantors and Bank of Oklahoma,
    relating to the issuance by American Cellular Corporation of its
    9 1/2% Senior Subordinated Notes due 2009 |  |  | (25)[4.14]   | 
|        | 4  | .15         |  | 8 7/8% Senior Note Indenture dated
    as of September 26, 2003 by Dobson Communications
    Corporation and Bank of Oklahoma, National Association, as
    Trustee.                                                                                                                                                                        |  |  | (26)[4.14]   | 
|        | 10 | .1          |  | Registrants 2002 Employee Stock Purchase
    Plan                                                                                                                                                                                                                                                                                          |  |  | (18)[10.1]   | 
|        | 10 | .1.1*       |  | Registrants 1996 Stock Option Plan, as
    amended.                                                                                                                                                                                                                                                                                        |  |  | (3)[10.1.1]  | 
|        | 10 | .1.2*       |  | 2000-1 Amendment to the DCC 1996 Stock Option
    Plan.                                                                                                                                                                                                                                                                                     |  |  | (6)[10.1.3]  | 
|        | 10 | .1.3*       |  | Dobson Communications Corporation 2000 Stock
    Option Plan.                                                                                                                                                                                                                                                                               |  |  | (6)[10.1.4]  | 
|        | 10 | .2*         |  | Registrants 2002 Stock Incentive Plan                                                                                                                                                                                                                                                                                                      |  |  | (18)[10.2]   | 
|        | 10 | .3.1*       |  | Letter dated June 3, 1996 from Registrant to
    Bruce R. Knooihuizen describing employment arrangement.                                                                                                                                                                                                                                    |  |  | (4)[10.3.2]  | 
|        | 10 | .3.2*       |  | Letter dated October 15, 1996 from Fleet
    Equity Partners to Justin L. Jaschke regarding director
    compensation.                                                                                                                                                                                                                      |  |  | (4)[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.                                                                                                                                                                                                 |  |  | (6)[10.3.8]  | 



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                                     |  |  |               | 
|------- | -- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------- | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                                                                          
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                                                                             
|        |    |             |  |                                                                                                                                                                                                                                                                                    
|        | 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.                                                                                                                                                                 |  |  | (8)[10.4.3]   | 
|        | 10 | .5          |  | Operating Agreement dated January 16, 1998,
    as amended, between AT&T Wireless Services, Inc. and Dobson
    Cellular Systems, Inc.                                                                                                                                              |  |  | (6)[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                                                                                                       |  |  | (17)[10.5.1]  | 
|        | 10 | .5.2        |  | Fourth Addendum to Operating Agreement between
    AT&T Wireless Services, Inc. and its Affiliates and Dobson
    Cellular Systems, Inc. and its Affiliates dated July 11,
    2003                                                                                                 |  |  | (23)[10.9.2]  | 
|        | 10 | .6         |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated as
    of November 16, 2001.                                                                                                                                          |  |  | (16)[10.6]    | 
|        | 10 | .6.1       |  | Amendment No. 1 to the Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation dated August 5, 2002.                                                                                                                             |  |  | (19)[10.6.1]  | 
|        | 10 | .7          |  | Second Amended and Restated Partnership Agreement
    of Gila River Cellular General Partnership dated
    September 30, 1997                                                                                                                                                       |  |  | (5)[10.8]     | 
|        | 10 | .8          |  | Stockholder and Investor Rights Agreement dated
    January 31, 2000 among the Registrant and the Shareholders
    listed therein (without exhibits).                                                                                                                               |  |  | (6)[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                                                                                                                                  |  |  | (11)[10.4]    | 
|        | 10 | .9         |  | License Agreement dated October 8, 2001
    between Dobson Communications Corporations and H.O. Systems, Inc.                                                                                                                                                                       |  |  | (16)[10.9]    | 
|        | 10 | .10*        |  | Form of Dobson Communications Corporation
    Director Indemnification Agreement.                                                                                                                                                                                                   |  |  | (6)[10.9]     | 
|        | 10 | .11         |  | Agreement and Plan of Reorganization and
    Corporation Separation between Dobson Communications Corporation
    and Logix Communications Enterprises dated January 24, 2000                                                                                                       |  |  | (6)[10.10]    | 
|        | 10 | .12         |  | 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.                                                                                                |  |  | (9)[10.1]     | 
|        | 10 | .13         |  | Amended and Restated Supplemental Agreement among
    AT&T Wireless, Dobson Communications Corporation, Dobson CC
    Limited Partnership, and other signatories thereto, dated
    February 25, 2000.                                                                              |  |  | (9)[10.1.1]   | 
|        | 10 | .14         |  | Amended and Restated Management Agreement between
    Dobson Cellular Systems, Inc. and ACC Acquisition LLC dated as
    of February 25, 2000.                                                                                                                                      |  |  | (9)[10.2]     | 
|        | 10 | .14.1       |  | Management Agreement between Dobson Cellular
    Systems, Inc. and American Cellular Corporation effective as of
    August 19, 2003                                                                                                                                                |  |  | (25)[10.14.1] | 
|        | 10 | .15         |  | 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).  |  |  | (9)[10.3]     | 
|        | 10 | .15.1       |  | 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                                                                                               |  |  | (17)[10.16.1] | 
|        | 10 | .16         |  | 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). |  |  | (9)[10.4]     | 
|        | 10 | .17.1       |  | Stock Purchase Agreement Between AT&T
    Wireless Services, Inc. and Dobson Communications Corporation
    dated as of November 6, 2000.                                                                                                                                           |  |  | (10)[10.14]   | 



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##### Table of Contents



|        |     |             |  |                                                                                                                                                                                                                                                                                       |  |  |             | 
|------- | --- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |     |             |  | Method of                                                                                                                                                                                                                                                                            
|Numbers |     | Description |  | Filing                                                                                                                                                                                                                                                                               
|        |     |             |  |                                                                                                                                                                                                                                                                                      
|        | 10  | .17.2       |  | Amendment No. 1 to Stock Purchase Agreement
    between the Registrant and AT&T Wireless Services, Inc.
    dated February 8, 2001                                                                                                                                                    |  |  | (11)[10.1]  | 
|        | 10  | .18         |  | Exchange Agreement between the Registrant and
    AT&T Wireless Services, Inc. dated February 8, 2001                                                                                                                                                                                 |  |  | (11)[10.2]  | 
|        | 10  | .19         |  | PCS Transfer Rights Agreement between the
    Registrant and AT&T Wireless Services, Inc. dated
    February 8, 2001                                                                                                                                                                  |  |  | (11)[10.3]  | 
|        | 10  | .20         |  | 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                                                                                             |  |  | (14)[10.22] | 
|        | 10  | .21         |  | 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                                                                                               |  |  | (15)[10.1]  | 
|        | 10  | .22        |  | 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.                                                                                 |  |  | (16)[10.23] | 
|        | 10  | .23         |  | Master Services Agreement between Dobson Cellular
    Systems, Inc. and Convergys Information Management Group Inc.
    dated December 1, 2002.                                                                                                                                       |  |  | (20)[10.24] | 
|        | 10  | .24         |  | Asset Exchange Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                                                                                                                |  |  | (21)[10.1]  | 
|        | 10  | .25         |  | Transition Services Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                                                                                                           |  |  | (21)[10.2]  | 
|        | 10  | .26         |  | Master Lease Agreement dated as of
    December 24, 2002, between Dobson Cellular Systems, Inc.
    and AT&T Wireless Services, Inc.                                                                                                                                                  |  |  | (21)[10.3]  | 
|        | 10  | .27         |  | Cordova Option Agreement dated as of
    December 24, 2002, among AT&T Wireless Services, Inc.,
    AT&T Wireless Services of Alaska, Inc. and Dobson Cellular
    Systems, Inc.                                                                                                      |  |  | (21)[10.4]  | 
|        | 10  | .28        |  | Roaming Agreement for GSM/ GPRS between AT&T
    Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated
    July 11, 2003.                                                                                                                                                   |  |  | (23)[10.28] | 
|        | *10 | .29        |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated
    July 11, 2003, as amended.                                                                                                                                         |  |  | (23)[10.29] | 
|        | *10 | .30        |  | Roaming Agreement for GSM/ GPRS between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003.                                                                                                                                                   |  |  | (23)[10.30] | 
|        | *10 | .31        |  | GSM/ GPRS Operating Agreement between AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003.                                                                                                                                                     |  |  | (23)[10.31] | 
|        | *10 | .32        |  | Second Amended and Restated TDMA Operating
    Agreement between AT&T Wireless Services, Inc. on behalf of
    itself and its affiliates and ACC Acquisition LLC, on behalf of
    itself, American Cellular Corporation and their respective
    affiliates dated July 11, 2003      |  |  | (23)[10.32] | 
|        | 10  | .33         |  | Tax Allocation Agreement dated August 19,
    2003 between Dobson Communications Corporation and American
    Cellular Corporation                                                                                                                                                    |  |  | (25)[10.33] | 
|        | 10  | .34         |  | Registration Rights Agreement dated as of
    August 8, 2003 by and between ACC Escrow Corp. as Issuer,
    American Cellular Corporation, certain Guarantors listed on
    Schedule A and Bear, Stearns & Co., Inc. and
    Morgan Stanley & Co. Incorporated, as Initial Purchasers |  |  | (25)[10.34] | 
|        | 10  | .35         |  | Registration Rights Agreement dated
    August 19, 2003 between Dobson Communications Corporation
    and holders of Class A Common Stock and Series F
    Convertible Preferred Stock                                                                                                |  |  | (25)[10.35] | 
|        | 10  | .36         |  | Registration rights Agreement between Dobson
    Communications Corporation and Bank of America, N.A. dated as of
    March 15, 2002                                                                                                                                                  |  |  | (25)[10.36] | 
|        | 10  | .37         |  | Registration Rights Agreement dated
    September 26, 2003 among Dobson Communications Corporation,
    Lehman Brothers Inc., Morgan Stanley & Co.
    Incorporated, and Bear, Stearns & Co. Inc.                                                                                     |  |  | (26)[10.37] | 



---



##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                 |  |  |             | 
|------- | -- | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |    |             |  | Method of                                                                                                                                                                                                                                                      
|Numbers |    | Description |  | Filing                                                                                                                                                                                                                                                         
|        |    |             |  |                                                                                                                                                                                                                                                                
|        | 10 | .38         |  | Credit Agreement by and among Dobson Cellular
    Systems, Inc., Dobson Communications Corporation, Dobson
    Operating Co., L.L.C. and Lehman Commercial Paper Inc., as
    Administrative Agent for the Lenders dated October 23, 2003.                      |  |  | (27)[10.38] | 
|        | 10 | .39         |  | Guarantee and Collateral Agreement by and among
    Dobson Cellular Systems, Inc., Dobson Communications
    Corporation, Dobson Operating Co., L.L.C. and Lehman Commercial
    Paper Inc., as Administrative Agent for the Lenders dated
    October 23, 2003 |  |  | (27)[10.39] | 
|        | 10 | .40         |  | Escrow Agreement dated August 8, 2003 by and
    between ACC Escrow Corp. and Bank of Oklahoma, National
    Association, as trustee and escrow agent                                                                                                           |  |  | (27)[10.40] | 
|        | 10 | .41         |  | Registration Rights Agreement dated as of
    September 26, 2003 by and among Dobson Communications
    Corporation, Lehman Brother Inc., Morgan Stanley & Co.
    Incorporated and Bear, Stearns & Co. Inc.                                                    |  |  | (27)[10.41] | 
|        | 31 | .1          |  | Rule 13a-14(a) Certification by our Chairman
    and Chief Executive Officer.                                                                                                                                                                                   |  |  | (29)        | 
|        | 31 | .2          |  | Rule 13a-14(a) Certification by our Chief
    Financial Officer.                                                                                                                                                                                                |  |  | (29)        | 
|        | 32 | .1          |  | Section 1350 Certification by our Chairman
    and Chief Executive Officer.                                                                                                                                                                                     |  |  | (29)        | 
|        | 32 | .2          |  | Section 1350 Certification by our Chief
    Financial Officer.                                                                                                                                                                                                  |  |  | (29)        | 



---



| |   |                                                             
| | - | ------------------------------------------------------------
| | * | 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) | 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.                     
|
| | (5) | 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.
|
| | (6) | 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.                     
|
| | (7) | 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.                                    
|
| | (8) | 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.                  
|
| | (9) | 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.                                   



|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | 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.
|    
|(11) | 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.                     
|    
|(12) | 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.        
|    
|(13) | 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.       
|    
|(14) | 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.



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##### Table of Contents





|     |                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(15) | 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.                        
|    
|(16) | 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.        
|    
|(17) | 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.                             
|    
|(18) | 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.                            
|    
|(19) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 20, 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 December 12, 2002, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                       
|    
|(21) | Filed as an exhibit to the Registrants
    current report on Form 8-K on January 7, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                         
|    
|(22) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2003, as the exhibit number indicated in brackets
    and incorporated by reference herein.    
|    
|(23) | Filed as an exhibit to the Registrants
    current report on Form 8-K on July 28, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                           
|    
|(24) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-3 (Registration
    No. 333-108309), as the exhibit number indicated in
    brackets and incorporated by reference herein.      
|    
|(25) | Filed as an exhibit to the Registrants
    current report on Form 8-K on September 18, 2003, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                      
|    
|(26) | Filed as an exhibit to the Registrants
    current report on Form 8-K on October 2, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                         
|    
|(27) | Filed as an exhibit to the Registrants
    current report on Form 8-K on October 29, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                        
|    
|(28) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (Registration
    No. 333-110380), as the exhibit number indicated in
    brackets and incorporated by reference herein.      
|    
|(29) | Filed herewith.