##### 









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 March 31,
    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. 333-71051



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Dobson/ Sygnet

Communications Company


(Exact name of registrant as specified in its
charter)


|                                                                                           |  |                                         
|------------------------------------------------------------------------------------------ |  | ----------------------------------------
|Oklahoma                                                                                   |  | 73-1547216                              
|(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 o          No þ

The registrant is not subject to the filing
requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, but files reports required by those
sections pursuant to contractual obligations.

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 May 9, 2003, there were 100 shares of
the registrants $1.00 par value common stock outstanding,
all of which were beneficially owned by Dobson Communications
Corporation.



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##### 



DOBSON/ SYGNET COMMUNICATIONS
COMPANY



INDEX TO FORM 10-Q


|                                   |   |  |  |                                                                                                        |  |  |    | 
|---------------------------------- | - |  |  | ------------------------------------------------------------------------------------------------------ |  |  | -- | 
|Item                               |   |  |  |                                                                                                       
|Number                             |   |  |  | Page                                                                                                  
|                                   |   |  |  |                                                                                                       
|PART I.  FINANCIAL
    INFORMATION
|                                   | 1 |  |  | Condensed Consolidated Financial Statements:                                                           |  |  |    | 
|                                   |   |  |  | Condensed Consolidated Balance Sheets as of
    March 31, 2003 and December 31, 2002                   |  |  | 2  | 
|                                   |   |  |  | Condensed Consolidated Statements of Operations
    for the Three Months Ended March 31, 2003 and 2002 |  |  | 3  | 
|                                   |   |  |  | Condensed Consolidated Statements of Cash Flows
    for the Three Months Ended March 31, 2003 and 2002 |  |  | 4  | 
|                                   |   |  |  | Notes to Condensed Consolidated Financial
    Statements                                               |  |  | 5  | 
|                                   | 2 |  |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations              |  |  | 7  | 
|                                   | 3 |  |  | Quantitative and Qualitative Disclosure about
    Market Risk                                          |  |  | 14 | 
|                                   | 4 |  |  | Controls and Procedures                                                                                |  |  | 14 | 
|PART II.  OTHER
    INFORMATION   
|                                   | 1 |  |  | Legal Proceedings                                                                                      |  |  | 16 | 
|                                   | 2 |  |  | Changes in Securities and Use of Proceeds                                                              |  |  | 16 | 
|                                   | 3 |  |  | Defaults Upon Senior Securities                                                                        |  |  | 16 | 
|                                   | 4 |  |  | Submission of Matters to a Vote of Security
    Holders                                                |  |  | 16 | 
|                                   | 5 |  |  | Other Information                                                                                      |  |  | 16 | 
|                                   | 6 |  |  | Exhibits and Reports on Form 8-K                                                                       |  |  | 16 | 

1



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##### 



PART I. FINANCIAL INFORMATION



|        |                     
|------- | --------------------
|Item 1. | Financial Statements

DOBSON/ SYGNET COMMUNICATIONS
COMPANY

CONDENSED CONSOLIDATED BALANCE
SHEETS

|                                          |                                                                                                |                                             |            |              |             |   |            |              |             |  
|----------------------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------- | ---------- | ------------ | ----------- | - | ---------- | ------------ | ----------- | -
|                                          |                                                                                                | March 31,                                   |            | December 31,
|                                          |                                                                                                | 2003                                        |            | 2002        
|                                          |                                                                                                |                                             |            |             
|                                          |                                                                                                | (Unaudited)                                 |            |             
|ASSETS                                   
|CURRENT ASSETS:                           |                                                                                                |                                             |            |              |             |   |            |             
|                                          | Cash and cash equivalents                                                                      |                                             | $          | 20,452,498   |             |   | $          | 29,465,184   |            
|                                          | Accounts receivable, net                                                                       |                                             |            | 16,359,182   |             |   |            | 17,941,235   |            
|                                          | Inventory                                                                                      |                                             |            | 1,540,828    |             |   |            | 1,811,730    |            
|                                          | Prepaid expenses and other                                                                     |                                             |            | 1,504,551    |             |   |            | 1,245,641    |            
|                                          |                                                                                                |                                             |            |              |             |   |            |             
|                                          |                                                                                                | Total current assets                        |            |              | 39,857,059  |   |            |              | 50,463,790  |  
|                                          |                                                                                                |                                             |            |              |             |   |            |             
|PROPERTY, PLANT AND EQUIPMENT, net        |                                                                                                |                                             | 82,156,944 |              |             |   | 77,983,845 |             
|                                          |                                                                                                |                                             |            |              |             |   |            |             
|OTHER ASSETS:                             |                                                                                                |                                             |            |              |             |   |            |             
|                                          | Wireless license acquisition costs                                                             |                                             |            | 350,688,085  |             |   |            | 350,688,085  |            
|                                          | Deferred financing costs, net                                                                  |                                             |            | 29,016,495   |             |   |            | 30,304,336   |            
|                                          | Customer list, net                                                                             |                                             |            | 6,666,964    |             |   |            | 8,889,285    |            
|                                          | Other                                                                                          |                                             |            | 75,183       |             |   |            | 80,684       |            
|                                          |                                                                                                |                                             |            |              |             |   |            |             
|                                          |                                                                                                | Total other assets                          |            |              | 386,446,727 |   |            |              | 389,962,390 |  
|                                          |                                                                                                |                                             |            |              |             |   |            |             
|                                          |                                                                                                | Total assets                                |            | $            | 508,460,730 |   |            | $            | 518,410,025 |  
|                                          |                                                                                                |                                             |            |              |             |   |            |             
|                                         
|LIABILITIES AND STOCKHOLDERS
    DEFICIT
|CURRENT LIABILITIES:                      |                                                                                                |                                             |            |              |             |   |            |             
|                                          | Accounts payable                                                                               |                                             | $          | 7,546,935    |             |   | $          | 8,303,165    |            
|                                          | Accounts payable  affiliates                                                                  |                                             |            |             |             |   |            | 7,870,180    |            
|                                          | Accrued expenses                                                                               |                                             |            | 1,489,762    |             |   |            | 1,424,181    |            
|                                          | Accrued interest                                                                               |                                             |            | 10,813,713   |             |   |            | 5,277,896    |            
|                                          | Deferred revenue and customer deposits                                                         |                                             |            | 5,232,810    |             |   |            | 5,174,787    |            
|                                          | Current portion of long-term debt                                                              |                                             |            | 31,937,500   |             |   |            | 28,250,000   |            
|                                          |                                                                                                |                                             |            |              |             |   |            |             
|                                          |                                                                                                | Total current liabilities                   |            |              | 57,020,720  |   |            |              | 56,300,209  |  
|                                          |                                                                                                |                                             |            |              |             |   |            |             
|OTHER LIABILITIES:                        |                                                                                                |                                             |            |              |             |   |            |             
|                                          | Payables  affiliates                                                                          |                                             |            | 159,957      |             |   |            | 5,932,149    |            
|                                          | Long-term debt, net of current portion                                                         |                                             |            | 446,386,754  |             |   |            | 457,136,754  |            
|                                          | Deferred income taxes                                                                          |                                             |            | 22,692,288   |             |   |            | 20,602,954   |            
|STOCKHOLDERS DEFICIT:                    |                                                                                                |                                             |            |              |             |   |            |             
|                                          | Common stock, $1.00 par value, 500 shares
    authorized and 100 shares issued and outstanding |                                             |            | 100          |             |   |            | 100          |            
|                                          | Additional paid-in capital                                                                     |                                             |            | 239,632,804  |             |   |            | 239,632,804  |            
|                                          | Retained deficit                                                                               |                                             |            | (257,431,893 | )           |   |            | (261,194,945 | )          
|                                          |                                                                                                |                                             |            |              |             |   |            |             
|                                          |                                                                                                | Total stockholders deficit                 |            |              | (17,798,989 | ) |            |              | (21,562,041 | )
|                                          |                                                                                                |                                             |            |              |             |   |            |             
|                                          |                                                                                                | Total liabilities and stockholders deficit |            | $            | 508,460,730 |   |            | $            | 518,410,025 |  
|                                          |                                                                                                |                                             |            |              |             |   |            |             

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

2



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##### 



DOBSON/ SYGNET COMMUNICATIONS
COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

|                                                                               |                                                                                                            |                              |            |             |            |   |              |              |            | 
|------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------- | ---------------------------- | ---------- | ----------- | ---------- | - | ------------ | ------------ | ---------- | 
|                                                                               |                                                                                                            |                             
|                                                                               |                                                                                                            | Three Months Ended March 31,
|                                                                               |                                                                                                            |                             
|                                                                               |                                                                                                            | 2003                         |            | 2002       
|                                                                               |                                                                                                            |                              |            |            
|                                                                               |                                                                                                            |                             
|                                                                               |                                                                                                            | (Unaudited)                 
|OPERATING REVENUE:                                                             |                                                                                                            |                              |            |             |            |   |              |             
|                                                                               | Service revenue                                                                                            |                              | $          | 38,308,035  |            |   | $            | 34,076,096   |           
|                                                                               | Roaming revenue                                                                                            |                              |            | 10,753,337  |            |   |              | 10,318,837   |           
|                                                                               | Equipment and other revenue                                                                                |                              |            | 1,649,813   |            |   |              | 1,369,647    |           
|                                                                               |                                                                                                            |                              |            |             |            |   |              |             
|                                                                               |                                                                                                            | Total operating revenue      |            |             | 50,711,185 |   |              |              | 45,764,580 | 
|                                                                               |                                                                                                            |                              |            |             |            |   |              |             
|OPERATING EXPENSES:                                                            |                                                                                                            |                              |            |             |            |   |              |             
|                                                                               | Cost of service (exclusive of items shown
    separately below)                                            |                              |            | 9,945,977   |            |   |              | 10,952,595   |           
|                                                                               | Cost of equipment                                                                                          |                              |            | 3,581,014   |            |   |              | 4,427,602    |           
|                                                                               | Marketing and selling                                                                                      |                              |            | 5,060,655   |            |   |              | 6,035,007    |           
|                                                                               | General and administrative                                                                                 |                              |            | 7,963,406   |            |   |              | 6,510,247    |           
|                                                                               | Depreciation and amortization                                                                              |                              |            | 7,586,579   |            |   |              | 6,739,758    |           
|                                                                               |                                                                                                            |                              |            |             |            |   |              |             
|                                                                               |                                                                                                            | Total operating expenses     |            |             | 34,137,631 |   |              |              | 34,665,209 | 
|                                                                               |                                                                                                            |                              |            |             |            |   |              |             
|OPERATING INCOME                                                               |                                                                                                            |                              | 16,573,554 |             |            |   | 11,099,371   |             
|                                                                               | Interest expense                                                                                           |                              |            | (10,575,483 | )          |   |              | (11,246,460  | )         
|                                                                               | Other income, net                                                                                          |                              |            | 71,362      |            |   |              | 353          |           
|                                                                               |                                                                                                            |                              |            |             |            |   |              |             
|INCOME (LOSS) BEFORE INCOME TAXES                                              |                                                                                                            |                              | 6,069,433  |             |            |   | (146,736     | )           
|                                                                               | Income tax (expense) benefit                                                                               |                              |            | (2,306,385  | )          |   |              | 55,760       |           
|                                                                               |                                                                                                            |                              |            |             |            |   |              |             
|INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE
    IN ACCOUNTING PRINCIPLE   |                                                                                                            |                              | 3,763,048  |             |            |   | (90,976      | )           
|                                                                               | Cumulative effect of change in accounting
    principle, net of income tax benefit of $84,474,000 (Note 3) |                              |            |            |            |   |              | (137,826,000 | )         
|                                                                               |                                                                                                            |                              |            |             |            |   |              |             
|NET INCOME (LOSS)                                                              |                                                                                                            | $                            | 3,763,048  |             |            | $ | (137,916,976 | )           
|                                                                               |                                                                                                            |                              |            |             |            |   |              |             
|BASIC NET INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDER PER COMMON SHARE: |                                                                                                            |                              |            |             |            |   |              |             
|                                                                               | Continuing operations                                                                                      |                              | $          | 37,630      |            |   | $            | (910         | )         
|                                                                               | Cumulative effect of change in accounting
    principle                                                    |                              |            |            |            |   |              | (1,378,260   | )         
|                                                                               |                                                                                                            |                              |            |             |            |   |              |             
|BASIC NET INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDER PER COMMON SHARE  |                                                                                                            | $                            | 37,630     |             |            | $ | (1,379,170   | )           
|                                                                               |                                                                                                            |                              |            |             |            |   |              |             
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                               |                                                                                                            |                              | 100        |             |            |   | 100          |             
|                                                                               |                                                                                                            |                              |            |             |            |   |              |             

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

3



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##### 



DOBSON/ SYGNET COMMUNICATIONS
COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS

|                                                                            |                                                                                                                                                          |                                        |                                           |             |           |             |           |            |            |            |  
|--------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ----------------------------------------- | ----------- | --------- | ----------- | --------- | ---------- | ---------- | ---------- | -
|                                                                            |                                                                                                                                                          |                                       
|                                                                            |                                                                                                                                                          | Three Months Ended March 31,          
|                                                                            |                                                                                                                                                          |                                       
|                                                                            |                                                                                                                                                          | 2003                                   |                                           | 2002       
|                                                                            |                                                                                                                                                          |                                        |                                           |            
|                                                                            |                                                                                                                                                          |                                       
|                                                                            |                                                                                                                                                          | (Unaudited)                           
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                                                                                                                                          |                                        |                                           |             |           |             |           |           
|                                                                            | Income (loss) before cumulative effect of change
    in accounting principle                                                                             |                                        | $                                         | 3,763,048   |           |             | $         | (90,976    | )         
|                                                                            | Adjustments to reconcile income (loss) before
    cumulative effect of change in accounting principle to net cash
    provided by operating activities  |                                        |                                           |             |           |             |           |            |           
|                                                                            |                                                                                                                                                          | Depreciation and amortization          |                                           |             | 7,586,579 |             |           |            | 6,739,758  |           
|                                                                            |                                                                                                                                                          | Amortization of financing costs        |                                           |             | 1,314,157 |             |           |            | 1,311,344  |           
|                                                                            |                                                                                                                                                          | Deferred income taxes                  |                                           |             | 2,089,334 |             |           |            | (250,310   | )         
|                                                                            |                                                                                                                                                          | Loss on disposition of assets, net     |                                           |             |          |             |           |            | 9,291      |           
|                                                                            | Changes in current assets and
    liabilities                                                                                                           |                                        |                                           |             |           |             |           |            |           
|                                                                            |                                                                                                                                                          | Accounts receivable                    |                                           |             | 1,582,053 |             |           |            | 2,361,445  |           
|                                                                            |                                                                                                                                                          | Other current assets                   |                                           |             | 11,992    |             |           |            | 423,826    |           
|                                                                            |                                                                                                                                                          | Accounts payable                       |                                           |             | (756,230  | )           |           |            | (1,438,659 | )         
|                                                                            |                                                                                                                                                          | Accrued expenses                       |                                           |             | 5,601,398 |             |           |            | 5,786,298  |           
|                                                                            |                                                                                                                                                          | Deferred revenue and customer deposits |                                           |             | 58,023    |             |           |            | 131,852    |           
|                                                                            |                                                                                                                                                          |                                        |                                           |             |           |             |           |           
|                                                                            |                                                                                                                                                          |                                        | Net cash provided by operating activities |             |           | 21,250,354  |           |            |            | 14,983,869 |  
|                                                                            |                                                                                                                                                          |                                        |                                           |             |           |             |           |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                                                                                                                                          |                                        |                                           |             |           |             |           |           
|                                                                            | Capital expenditures                                                                                                                                     |                                        |                                           | (7,812,953  | )         |             |           | (3,938,846 | )         
|                                                                            | Increase in receivable  affiliates                                                                                                                      |                                        |                                           |            |           |             |           | (1,338,655 | )         
|                                                                            | Decrease in payable  affiliates                                                                                                                         |                                        |                                           | (15,366,776 | )         |             |           | (1,400,227 | )         
|                                                                            | Other investing activities                                                                                                                               |                                        |                                           | (20,811     | )         |             |           | 5,559      |           
|                                                                            |                                                                                                                                                          |                                        |                                           |             |           |             |           |           
|                                                                            |                                                                                                                                                          |                                        | Net cash used in investing activities     |             |           | (23,200,540 | )         |            |            | (6,672,169 | )
|                                                                            |                                                                                                                                                          |                                        |                                           |             |           |             |           |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                                                                                                                                          |                                        |                                           |             |           |             |           |           
|                                                                            | Repayments of long-term debt                                                                                                                             |                                        |                                           | (7,062,500  | )         |             |           | (8,062,500 | )         
|                                                                            | Other financing activities                                                                                                                               |                                        |                                           |            |           |             |           | (26,172    | )         
|                                                                            |                                                                                                                                                          |                                        |                                           |             |           |             |           |           
|                                                                            |                                                                                                                                                          |                                        | Net cash used in financing activities     |             |           | (7,062,500  | )         |            |            | (8,088,672 | )
|                                                                            |                                                                                                                                                          |                                        |                                           |             |           |             |           |           
|NET (DECREASE) INCREASE IN CASH AND CASH
    EQUIVALENTS                    |                                                                                                                                                          |                                        | (9,012,686                                | )           |           |             | 223,028   |           
|CASH AND CASH EQUIVALENTS, beginning of period                              |                                                                                                                                                          |                                        | 29,465,184                                |             |           |             | 4,286,325 |           
|                                                                            |                                                                                                                                                          |                                        |                                           |             |           |             |           |           
|CASH AND CASH EQUIVALENTS, end of period                                    |                                                                                                                                                          | $                                      | 20,452,498                                |             |           | $           | 4,509,353 |           
|                                                                            |                                                                                                                                                          |                                        |                                           |             |           |             |           |           
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                          |                                                                                                                                                          |                                        |                                           |             |           |             |           |           
|                                                                            | Cash paid for                                                                                                                                           |                                        |                                           |             |           |             |           |            |           
|                                                                            |                                                                                                                                                          | Interest, net of amounts capitalized   |                                           | $           | 3,720,508 |             |           | $          | 3,697,118  |           
|                                                                            |                                                                                                                                                          | Income taxes                           |                                           | $           | 512,050   |             |           | $          | 535,263    |           
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
    FINANCING ACTIVITIES: |                                                                                                                                                          |                                        |                                           |             |           |             |           |           
|                                                                            | Transfer of fixed assets from affiliates                                                                                                                 |                                        | $                                         | 1,724,440   |           |             |           |           |           

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

4



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##### 



DOBSON/ SYGNET COMMUNICATIONS
COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(unaudited)


The condensed consolidated balance sheets of
Dobson/ Sygnet Communications Company (the Company)
as of March 31, 2003, the condensed consolidated statements
of operations for the three months ended March 31, 2003 and
2002 and the condensed consolidated statements of cash flows for
the three months ended March 31, 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 data 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 Form 10-K for the
fiscal year ended December 31, 2002.

1.     Organization

The Company was incorporated under the name Front
Nine Holdings, Inc. as an Oklahoma corporation on July 23,
1998. The Company was formed to acquire the operations of Sygnet
Wireless, Inc. Subsequently, the Company changed its name to
Dobson/ Sygnet Communications Company and amended its
certificate of incorporation on December 2, 1998 to reflect
this change. On December 23, 1998, the Company completed
the acquisition of Sygnet Wireless, Inc. for
$337.5 million. The Company is a wholly-owned subsidiary of
Dobson Communications Corporation (Dobson
Communications) and is a provider of rural and suburban
wireless telephone services.

2.     Long-Term
Debt

The Company, through its wholly-owned subsidiary,
Sygnet Wireless, Inc., has credit facilities for an aggregate of
$305.2 million, consisting of a $30.9 million
revolving credit facility and $274.3 million of term loan
facilities. Interest on the revolving credit facility and the
term loan facilities is based on a prime rate or a LIBOR
formula, and has ranged between 3.7% and 10.5% since inception.
As of March 31, 2003, the Company had $278.3 million
outstanding under its credit facility and it had
$26.9 million of availability. Obligations under the credit
facility are secured by a pledge of the capital stock of its
subsidiary as well as a lien on substantially all of its assets
and the assets of its operating subsidiary. The credit facility
requires the maintenance of certain financial ratios. The
failure to maintain such ratios would constitute an event of
default, notwithstanding the Companys ability to meet its
debt service obligations. As of March 31, 2003, the Company
was in compliance with the required financial ratios. In
addition, the Companys ability to borrow under the credit
facility is limited by the requirement that, on a quarterly
basis, the amount available under the credit facility will
reduce until it terminates.

As of March 31, 2003, the Company had
outstanding $200.0 million principal amount of senior notes
that bear interest at an annual rate of 12.25% and mature in
2008. On September 30, 2002 the Companys parent,
Dobson Communications, purchased $11.5 million principle
amount of the Companys outstanding senior notes for
approximately $8.9 million.

The principal stockholder of Dobson
Communications, DCCLP, and certain of its affiliates, are
parties to credit agreements with Bank of America, N.A. These
credit agreements have aggregate principal amounts outstanding
of approximately $320 million as of March 31, 2003,
including fees and interest. To secure their obligations under
these credit agreements, DCCLP and these affiliates individually
pledged certain assets, which include beneficial ownership of
securities representing controlling interests in DCCLP and
Dobson Communications. If any of the loans are not paid at
maturity or if an event of default occurs under any of the loan
agreements and the lender elects to foreclose on the collateral,
the Company could experience a change of control under its
indenture governing its outstanding senior notes. Upon a change
of control, the Company

5



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##### 



DOBSON/ SYGNET COMMUNICATIONS
COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

would be required to offer to purchase its
outstanding senior notes at 101% of the principal amount plus
accrued and unpaid interest. As of March 31, 2003, the
Company did not have the funds necessary or available facilities
to complete the repurchase. If the Company failed to complete
the purchase of the tendered senior notes, the senior
noteholders or the indenture trustee would be entitled to
accelerate the maturity of the Companys outstanding senior
notes. A foreclosure on DCCLPs pledged shares could also
result in an event of default under the Companys credit
facility, potentially resulting in the acceleration of all
outstanding indebtedness under the Companys credit
facility. These factors raise substantial doubt about the
Companys ability to continue operating as a going concern.
The consolidated financial statements do not include any
adjustments relating to the recoverability and classification of
asset carrying amounts or the amount or classification of
liabilities that might result if the Company is unable to
continue operating as a going concern.

On March 31, 2003, Bank of America and DCCLP
reached an agreement in principle for the amendment and
restructuring of the DCCLP loan. Under the terms of the
agreement in principle, Bank of America would permanently
release its lien on a sufficient number of shares of Dobson
Communications common stock, so that DCCLP would retain a
controlling interest in Dobson Communications and no change of
control could occur under credit agreements, indentures,
preferred stock and other instruments to which Dobson
Communications and its subsidiaries are parties in the event of
a subsequent default by DCCLP under the restructure loan. The
agreement in principle is not binding on either party, and is
subject to the completion of a definitive legal agreement. In
order to allow time for the completion of a definitive legal
agreement, Bank of America has agreed to extend the maturity
date of the DCCLP loan to May 16, 2003. The Company can
provide no assurance that DCCLP and Bank of America will
consummate the transactions provided for in the agreement in
principle.

3.     Change in
Accounting Principles and Practices

In July 2001, the Financial Accounting Standards
Board issued Statements of Financial Accounting Standards
No. 141, Business Combinations and
No. 142, Goodwill and Other Intangible Assets.
These standards prohibit the application of the
pooling-of-interests method of accounting for business
combinations effective June 30, 2001 and require companies
to cease amortization of existing goodwill and intangible assets
with indefinite lives effective January 1, 2002. Under the
new rules, the Company is treating its wireless license
acquisition costs as indefinite life intangible assets. As a
result, effective January 1, 2002, the Company ceased the
amortization of its wireless license acquisition costs. Instead,
the Company now tests its indefinite life intangible assets for
impairment at least annually and will only adjust the carrying
amount of these intangible assets upon an impairment of the
indefinite life intangible assets. Through December 31,
2001, the Companys accounting policy was to evaluate the
carrying value of its intangible assets based on its
undiscounted cash flows. However, as a result of implementing
SFAS No. 142, the Company is now required to evaluate the
carrying value of its indefinite life intangible assets using
their fair values. Upon implementation of SFAS No. 142 on
January 1, 2002, the Company recorded a charge, net of
income tax benefit, of approximately $137.8 million to
reflect the write down of its wireless license acquisition costs
to their fair value.

4.     Contingencies

The Company is party to various other 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.

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

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

Overview

We own and operate rural and suburban wireless
communication systems serving a large cluster of properties. As
of March 31, 2003, our systems covered a total population
of approximately 2.4 million and we had 327,900
subscribers. Our wireless systems are located in Youngstown,
Ohio and Erie, Pennsylvania, and in primarily rural and suburban
areas between the Cleveland, Akron-Canton, Pittsburgh, Buffalo
and Rochester metropolitan areas.

Subscribers

Our subscriber base contains three types of
subscribers; post-paid, reseller and pre-paid. Post-paid
subscribers account for the largest portion of our subscriber
base, at 98.1%. 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. The reseller base accounts for
1.4% of our total subscriber base. Our pre-paid subscribers,
which account for less than 1.0% of our subscriber base, are
subscribers that pre-pay for an agreed upon amount of minutes.

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 primarily by providing
wireless services to our subscribers. The industry has
experienced a trend of declining average revenue per minute as
competition among wireless service providers has led to
reductions in rates for airtime. The yield on our service
revenue (service revenue divided by subscriber minutes of use)
was $0.22 per minute for the three months ended March 31,
2003 and $0.25 per minute for the three months ended
March 31, 2002. These declines have been generally offset
by increases in average minutes of use per subscriber. The
average minute-of-use per subscriber increased 23.0% for the
three months ended March 31, 2003 compared to the three
months ended March 31, 2002. We believe that the industry
trend of increasing minutes of use per subscriber will continue
to offset declining revenues per minute of use due to the
continued popularity of single rate calling plans and the
enhanced service capacity of recently developed digital networks.

We derive roaming revenue by providing service to
subscribers of other wireless providers when those subscribers
roam into our markets and use our systems to carry
their calls. Roaming accounted for 21.2% of our operating
revenue for the three months ended March 31, 2003 and 22.5%
for the three months ended March 31, 2002. Roaming revenues
have typically had higher average per minute rates and continue
to have higher margins than revenues from our subscribers. We
achieve these higher margins because we incur relatively lower
incremental costs related to network operation, billing,
customer service and collections in servicing roaming customers
as compared to our home subscribers. However, even though
roaming revenue produce higher margins than revenue from our
subscribers, the yields are declining due to increased market
pressures and competition between wireless providers. Our
roaming yield (roaming revenue, which includes airtime, toll
charges and surcharges, divided by roaming minutes of use) was
$0.21 for the three months ended

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March 31, 2003 and $0.25 for the three
months ended March 31, 2002. We believe that the trend of
increasing roaming minutes will continue to at least partially
offset declining roaming yields. Roaming minutes increased 25.1%
for the three months ended March 31, 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.
Our ability to sell wireless equipment is independent of our
ability to offer wireless services to our customer; therefore,
we consider equipment sales a separate earnings process and
account for it accordingly.

Costs and Expenses

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

Our cost of service consists primarily of costs
to operate and maintain our facilities utilized in providing
service to customers and amounts paid to third-party wireless
providers for providing service to our subscribers when our
subscribers roam into their markets. As discussed above with
regard to service revenue, there is a continuing trend toward
increasing minutes-of-use per subscriber. This includes minutes
used by our subscribers when they roam into other
providers markets. Consistent with the trend of declining
roaming revenue per minute, our roaming expense per minute has
declined as well. This decline in expense per minute has helped
offset the increased expense from growth in minutes-of-use per
subscriber.

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

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

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

Our depreciation and amortization expense
represents the costs associated with the depreciation of our
fixed assets and the amortization of 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 revenue 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, all of which are
provided by our parent, Dobson Communications. Dobson
Communications shares these costs with us based primarily on the
estimated subscribers and populations in our respective licensed
areas. If there were a change

8



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in the method used to allocate shared costs
between Dobson Communications and us, the change could have a
significant impact on our results of operations.


We depreciate our property, plant and equipment
and amortize our customer lists and certain other definite life
intangible assets over their useful lives. These useful lives
are based on our estimates of the period that the assets will
generate revenue. 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 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
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 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
$137.8 million to reflect the write-down of our wireless
license acquisition costs to their fair value.

9



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Results of Operations

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



| |                                                                                    
| | -----------------------------------------------------------------------------------
| | Three Months Ended March 31, 2003
    Compared to Three Months ended March 31, 2002

Operating revenues.For the three months ended
March 31, 2003, our total operating revenue increased
$4.9 million, or 10.8%, to $50.7 million from
$45.8 million for the comparable period in 2002. The
following table sets forth the components of our revenue for the
periods indicated:

|                   |                             |                              |   |            |        |        |  |            |       |   |   |        |        |  |  |      |       |  
|------------------ | --------------------------- | ---------------------------- | - | ---------- | ------ | ------ |  | ---------- | ----- | - | - | ------ | ------ |  |  | ---- | ----- | -
|                   |                             |                             
|                   |                             | Three Months Ended March 31,
|                   |                             |                             
|                   |                             |                              |   |           
|                   |                             | 2003                         |   | 2002      
|                   |                             |                              |   |           
|                   |                             | Amount                       |   | Percentage |        | Amount |  | Percentage
|                   |                             |                              |   |            |        |        |  |           
|                   |                             |                             
|                   |                             | ($ in thousands)            
|Operating revenue: |                             |                              |   |            |        |        |  |            |       |   |   |        |        |  |  |     
|                   | Service revenue             |                              | $ | 38,308     |        |        |  | 75.5       | %     |   | $ | 34,076 |        |  |  | 74.5 | %    
|                   | Roaming revenue             |                              |   | 10,753     |        |        |  | 21.2       | %     |   |   | 10,319 |        |  |  | 22.5 | %    
|                   | Equipment and other revenue |                              |   | 1,650      |        |        |  | 3.3        | %     |   |   | 1,370  |        |  |  | 3.0  | %    
|                   |                             |                              |   |            |        |        |  |            |       |   |   |        |        |  |  |     
|                   |                             | Total                        |   | $          | 50,711 |        |  |            | 100.0 | % |   | $      | 45,765 |  |  |      | 100.0 | %
|                   |                             |                              |   |            |        |        |  |            |       |   |   |        |        |  |  |     

For the three months ended March 31, 2003,
our service revenue increased $4.2 million, or 12.4%, to
$38.3 million from $34.1 million for the three months
ended March 31, 2002. This increase was attributable to
increased penetration and usage. Our subscriber base increased
11.3% to 327,900 at March 31, 2003 from 294,600 at
March 31, 2002. Our average monthly service revenue per
subscriber increased to $40 for the three months ended
March 31, 2003, compared to $39 for the three months ended
March 31, 2002.

For the three months ended March 31, 2003,
our roaming revenue increased $0.5 million, or 4.2%, to
$10.8 million from $10.3 million for the three months
ended March 31, 2002. This increase was primarily
attributable to a 25.1% increase in roaming minutes in our
markets due to expanded coverage areas and increased usage,
offset by a 16.7% decline in our roaming revenue per
minute-of-use.

For the three months ended March 31, 2003,
our equipment and other revenue increased $0.3 million, or
20.4%, to $1.7 million from $1.4 million for the three
months ended March 31, 2002. This increase primarily
resulted from an increased amount of wireless equipment upgrades
during the three months ended March 31, 2003 compared to
the same period in 2002.

Cost of Service.For
the three months ended March 31, 2003, our total cost of
service decreased $1.1 million, or 9.2%, to
$9.9 million from $11.0 million for the comparable
period in 2002. The following table sets forth the components of
our cost of service for the periods indicated:

|              |                       |                              |       |            |  |        |      |            |   |   |       |        |  |  |      |       |  
|------------- | --------------------- | ---------------------------- | ----- | ---------- |  | ------ | ---- | ---------- | - | - | ----- | ------ |  |  | ---- | ----- | -
|              |                       |                             
|              |                       | Three Months Ended March 31,
|              |                       |                             
|              |                       |                              |       |           
|              |                       | 2003                         |       | 2002      
|              |                       |                              |       |           
|              |                       | Amount                       |       | Percentage |  | Amount |      | Percentage
|              |                       |                              |       |            |  |        |      |           
|              |                       |                             
|              |                       | ($ in thousands)            
|Network costs |                       | $                            | 5,904 |            |  |        | 59.4 | %          |   | $ | 5,676 |        |  |  | 51.8 | %    
|Roaming costs |                       |                              | 4,042 |            |  |        | 40.6 | %          |   |   | 5,277 |        |  |  | 48.2 | %    
|              |                       |                              |       |            |  |        |      |            |   |   |       |        |  |  |      |      
|              | Total cost of service |                              | $     | 9,946      |  |        |      | 100.0      | % |   | $     | 10,953 |  |  |      | 100.0 | %
|              |                       |                              |       |            |  |        |      |            |   |   |       |        |  |  |      |      

For the three months ended March 31, 2003,
our network costs, which are the costs incurred from operating
our wireless network and providing service to our customers,
increased $0.2 million, or 4.0%, to $5.9 million from
$5.7 million for the comparable period in 2002. This
increase was primarily the result of an increase in wholesale
toll charges, due to increases in customer usage, and an
increase in rent incurred from our cell site leases as a result
of the continued build-out of our network.

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For the three months ended March 31, 2003,
roaming costs decreased by $1.3 million, or 23.4%, to
$4.0 million from $5.3 million compared to the same
period in 2001. This decrease was the result of a 31.8% decline
in rates charged by those providers resulting from new lower
rate agreements, offset by a 10.4% increase in the minutes used
by our customers on third-party wireless providers networks.

Cost of equipment.For the three months ended
March 31, 2003, our cost of equipment decreased
$0.8 million, or 19.1%, to $3.6 million from
$4.4 million for the three months ended March 31,
2002, primarily as a result of a decrease in gross subscriber
additions. Gross subscriber additions totaled 14,300 for the
three months ended March 31, 2003 compared to gross
subscriber additions of 21,900 for the three months ended
March 31, 2002.

Marketing and selling costs.For the three months ended
March 31, 2003, our marketing and selling costs decreased
$0.9 million, or 16.1%, to $5.1 million from
$6.0 million for the three months ended March 31,
2002. In addition, as a percentage of total operating revenue,
marketing and selling costs decreased to 10.0% for the three
months ended March 31, 2003 from 13.2% for the three months
ended March 31, 2002. This is a result of efficiencies
gained from centralized marketing functions with our parent,
Dobson Communications, and a decrease in gross subscriber
additions.

General and administrative costs.For the three months ended
March 31, 2003, our general and administrative costs
increased $1.5 million, or 22.3%, to $8.0 million from
$6.5 million for the three months ended March 31,
2002. This increase was the result of increased infrastructure
costs, including customer service, billing, collections and
administrative costs as a result of the overall growth of our
business.

Depreciation and amortization expense.For the three months ended
March 31, 2003, our depreciation and amortization expense
increased $0.9 million, or 12.6%, to $7.6 million from
$6.7 million for the comparable period in 2002. This
increase is a result of additional depreciation on fixed assets
acquired in 2002 and the first three months of 2003.

Interest expense.For the three months ended
March 31, 2003, our interest expense decreased
$0.6 million, or 6.0%, to $10.6 million from
$11.2 million for the three months ended March 31,
2002. This decrease is a result of decreased variable interest
rates and the reduction of the outstanding balance on our credit
facility.

Cumulative effect of change in accounting
principle.For the three months ended
March 31, 2002, we recognized an impairment on our wireless
license acquisition costs of approximately $137.8 million,
net of tax benefit, as a result of implementing SFAS
No. 142 Goodwill and Other Intangible Assets.

Net income (loss).For the three months ended
March 31, 2003 our net income was $3.8 million
compared to a net loss of $137.9 million for the three
months ended March 31, 2002. This increase in net income
was primarily a result of our not recognizing impairments of our
intangible assets in 2003 compared to a $137.8 million
impairment recognized during 2002.

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, capital contributions from our parent, bank debt and
the sale of debt securities.

At March 31, 2003, we had a working capital
deficit of $17.2 million (a ratio of current assets to
current liabilities of 0.7:1) and an unrestricted cash balance
of $20.5 million, which compares to working capital deficit
of $5.8 million (a ratio of current assets to current
liabilities of 0.9:1) and an unrestricted cash balance of
$29.5 million at December 31, 2002.

Our net cash provided by operating activities
totaled $21.3 million for the three months ended
March 31, 2003 compared to $15.0 million for the three
months ended March 31, 2002. The increase is primarily due
to the increase in our operating income.

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Our net cash used in investing activities totaled
$23.2 million for the three months ended March 31,
2003 compared to $6.7 million for the three months ended
March 31, 2002. This increase resulted primarily from an
increase in capital expenditures and the decrease in
payable-affiliates for the three months ended March 31,
2003. Capital expenditures for the three months ended
March 31, 2003 were $7.8 million compared to
$3.9 million for the three months ended March 31, 2002.

Net cash used in financing activities was
$7.1 million for the three months ended March 31, 2003
compared to $8.1 million for the three months ended
March 31, 2002. Financing activity uses for the three
months ended March 31, 2003 consisted of repayments of
long-term debt totaling $7.1 million. Financing activity
uses for the three months ended March 31, 2002, consisted
primarily of repayments of long-term debt totaling
$8.1 million.

Our capital expenditures were $7.8 million
for the three months ended March 31, 2003. We have budgeted
approximately $20 million for capital expenditures in 2003.
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.

Through our wholly-owned subsidiary, Sygnet
Wireless, Inc., we have credit facilities, for an aggregate of
$305.2 million, consisting of a $30.9 million
revolving credit facility and $274.3 million of term loan
facilities. Interest on the revolving credit facility and the
term loan facilities is based on a prime rate or a LIBOR
formula. The weighted average interest rate for the three months
ended March 31, 2003 was 4.3% and interest rates have
ranged between 3.7% and 10.5% since inception of the credit
facility. As of March 31, 2003, we had $278.3 million
outstanding under our credit facility and we had
$26.9 million of availability. Obligations under our
facility are secured by a pledge of the capital stock of our
subsidiary as well as a lien on substantially all of our assets
and the assets of our operating subsidiary. The credit facility
requires that we maintain certain financial ratios. The failure
to maintain such ratios would constitute an event of default,
notwithstanding our ability to meet our debt service
obligations. As of March 31, 2003, we were in compliance
with the required financial ratios. In addition, our ability to
borrow under our credit facility is limited by the requirement
that, on a quarterly basis, the amount available under our
credit facility will reduce until it terminates.

As of March 31, 2003, we had outstanding
$200.0 million principal amount of senior notes that bear
interest at an annual rate of 12.25% and mature in 2008. On
September 30, 2002, our parent, Dobson Communication,
purchased $11.5 million principal amount of our outstanding
senior notes for approximately $8.9 million.

The principal stockholder of Dobson
Communications, DCCLP, and certain of its affiliates, are
parties to credit agreements with Bank of America, N.A. These
credit agreements have aggregate principal amounts outstanding
of approximately $320 million as of March 31, 2003,
including fees and interest. To secure their obligations under
these credit agreements, DCCLP and these affiliates individually
pledged certain assets, which include beneficial ownership of
securities representing controlling interests in DCCLP and
Dobson Communications. If any of the loans are not paid at
maturity or if an event of default occurs under any of the loan
agreements and the lender elects to foreclose on the collateral,
we could experience a change of control under the indenture
governing our outstanding senior notes. Upon a change of
control, we would be required to offer to purchase our
outstanding senior notes at 101% of the principal amount plus
accrued and unpaid interest. As of March 31, 2003, we did
not have the funds necessary or available facilities to complete
the repurchase. If we failed to complete the purchase of the
tendered senior notes, the senior noteholders or the indenture
trustee would be entitled to accelerate the maturity of our
outstanding senior notes. A foreclosure on DCCLPs pledged
shares could also result in an event of default under our credit
facility, potentially resulting in the acceleration of all
outstanding indebtedness under our credit facility. These
factors raise substantial doubt about our ability to continue
operating as a going concern.

On March 31, 2003, Bank of America and DCCLP
reached an agreement in principle for the amendment and
restructuring of the DCCLP loan. Under the terms of the
agreement in principle, Bank of America would permanently
release its lien on a sufficient number of shares of Dobson
Communications common stock, so that DCCLP would retain a
controlling interest in Dobson Communications and no change of
control could occur under credit agreements, indentures,
preferred stock and other instruments to which Dobson Communi-

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cations and its subsidiaries are parties in the
event of a subsequent default by DCCLP under the restructure
loan. The agreement in principle is not binding on either party,
and is subject to the completion of a definitive legal
agreement. In order to allow time for the completion of a
definitive legal agreement, Bank of America has agreed to extend
the maturity date of the DCCLP loan to May 16, 2003. We can
provide no assurance that DCCLP and Bank of America will
consummate the transactions provided for in the agreement in
principle.


Although we cannot provide you any assurance, we
believe that, assuming successful implementation of our
strategy, including the further development of our wireless
systems and significant and sustained growth in our cash flow,
borrowings under our bank facility and cash flow from operations
will be sufficient to satisfy our capital expenditure, working
capital and debt service obligations for the next twelve months.
We will need to refinance our bank facility and the senior notes
at their maturities, which begin in 2006. Our ability to do so
will depend on, among other things, our financial condition at
the time, the restrictions in the instruments governing our
indebtedness and other factors, including market conditions
beyond our control. 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.

Effect of New Accounting Standards

In July 2001, the FASB issued Statements of
Financial Accounting Standards No. 141, Business
Combinations and No. 142, Goodwill and Other
Intangible Assets. These standards prohibit the
application of the pooling-of-interests method of accounting for
business combinations effective June 30, 2001 and require
companies to stop the amortizing existing goodwill and
intangible assets with indefinite lives effective
January 1, 2002. Under the new rules, we are treating our
wireless license acquisition costs as indefinite life intangible
assets. As a result, effective January 1,2002, we ceased
the amortization of wireless license acquisition costs. Instead,
we will test our indefinite life intangible assets for
impairment at least annually and will only adjust the carrying
amount of these intangible assets upon an impairment of the
indefinite life intangible assets. Through December 31,
2001, our accounting policy was to evaluate the carrying value
of our intangible assets based on our undiscounted cash flows.
However, as a result of implementing SFAS No. 142, we are
now required to evaluate the carrying value of our indefinite
life intangible assets using their fair values. As a result of
our implementation of SFAS No. 142 on January 1, 2002,
we recorded a charge, net of income tax benefit, of
approximately $137.8 million to reflect the write down of
our wireless license acquisition costs to their fair value.

In July 2001, the FASB issued SFAS No. 143,
Accounting for Asset Retirement Obligations. This
statement provides accounting and reporting standards for costs
associated with the retirement of long-lived assets. It requires
entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred.
When the liability is initially recorded, the entity capitalizes
a cost by increasing the carrying amount of the related
long-lived asset. Over time, the liability is accreted to its
present value each period, and the capitalized cost is
depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the
obligation for its recorded amount or incurs a gain or loss upon
settlement. We adopted this standard on January 1, 2003,
with no material effect on our financial condition or operations.

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. We do not expect that the adoption
of EITF 00-21 will have a material impact on our financial
condition or operations.

13



---



##### 



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
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 Disclosure
    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.
We currently are not involved with any derivatives or other
financial instruments.

The fair market value of long-term fixed interest
rate debt is subject to interest rate risk. Generally, the fair
market value of fixed interest rate debt will increase as
interest rates fall and decrease as interest rates raise. Since
we are not currently involved with any derivative or other
financial instrument, we have determined that there is no
material market risk exposure to our condensed consolidated
financial position, results of operations or cash flows.



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

Within the 90-day period prior to the filing of
this report, an evaluation was performed under the supervision
and with the participation of our management, including the
Chief Executive Officer (CEO) and Chief Financial Officer (CFO),
of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in
Rule 13a-14(c) under the Securities Exchange Act of 1934).
Based on that evaluation, our management, including the CEO and
CFO, concluded that our disclosure controls and procedures were
effective.

There have been no significant changes in our
internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.

14



---



##### 



PART II. OTHER INFORMATION



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

Not applicable



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

Not applicable



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

Not applicable



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

Not applicable



|        |                  
|------- | -----------------
|Item 5. | Other Information

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                                                                                                                                                                                                
|        |        |             |  |                                                                                                                                                                                                       
|        | 3.1    |             |  | Registrants Amended Certificate of
    Incorporation.                                                                                                                                                 |  |  | (2)[3.1]   |  
|        | 3.2    |             |  | Registrants Amended Bylaws.                                                                                                                                                                           |  |  | (2)[3.2]   |  
|        | 4.1    |             |  | Indenture dated December 23, 1998 between
    Registrant, as Issuer, and United States Trust Company of New
    York, as Trustee.                                                                      |  |  | (1)[4.1]   |  
|        | 4.2    |             |  | Form of Note under Indenture (contained in
    Exhibit 4.1 hereto).                                                                                                                                    |  |  | (1)[4.1]   |  
|        | 4.3    |             |  | Credit Agreement among the Agents and Lenders
    named therein and Sygnet Wireless, Inc. (f/k/a Dobson/ Sygnet
    Operating Company), dated as of December 23, 1998.                                 |  |  | (2)[4.5]   |  
|        | 4.3.1  |             |  | First Amendment to Credit Agreement dated
    February 9, 1999.                                                                                                                                        |  |  | (4)[4.4.1  | ]
|        | 4.3.2  |             |  | Second Amendment to Credit Agreement dated
    March 19, 1999.                                                                                                                                         |  |  | (4)[4.4.2  | ]
|        | 4.3.3  |             |  | Third Amendment to Credit Agreement dated
    May 28, 1999.                                                                                                                                            |  |  | (4)[4.4.3  | ]
|        | 4.3.4  |             |  | Fourth Amendment to Credit Agreement dated
    July 28, 2000.                                                                                                                                          |  |  | (4)[4.4.4  | ]
|        | 4.3.5  |             |  | Fifth Amendment to Credit Agreement dated
    August 11, 2000.                                                                                                                                         |  |  | (4)[4.4.5  | ]
|        | 10.1.1 |             |  | Cellular One License Agreement effective
    December 1, 1996, between Cellular One Group and Sygnet
    Communications, Inc. f/k/a Erie Cellular Telephone Company, as
    amended December 23, 1998. |  |  | (2)[10.3.1 | ]
|        | 10.1.2 |             |  | Cellular One License Agreement, effective as of
    December 17, 1996, between Cellular One Group and Sygnet
    Communications, Inc. (PA-1).                                                          |  |  | (2)[10.3.2 | ]
|        | 10.1.3 |             |  | Cellular One License Agreement, effective as of
    November 7, 1996, between Cellular One Group and Sygnet
    Communications, Inc. (PA-6).                                                           |  |  | (2)[10.3.3 | ]
|        | 10.1.4 |             |  | Cellular One License Agreement, effective as of
    January 30, 1997, between Cellular One Group and Sygnet
    Communications, Inc. (PA-7).                                                           |  |  | (2)[10.3.4 | ]
|        | 10.1.5 |             |  | Cellular One License Agreement, effective as of
    January 1, 1997, between Cellular One Group and Sygnet
    Communications, Inc. (NY-3).                                                            |  |  | (2)[10.3.5 | ]
|        | 10.1.6 |             |  | Cellular One License Agreement, effective as of
    June 14, 1999, between Cellular One Group and Sygnet
    Communications, Inc. (Sharon MSA).                                                        |  |  | (3)[10.1.6 | ]

15



---



##### 



|        |        |             |  |                                                                                                                                                    |  |  |            |  
|------- | ------ | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ---------- | -
|Exhibit |        |             |  | Method of                                                                                                                                         
|Numbers |        | Description |  | Filing                                                                                                                                            
|        |        |             |  |                                                                                                                                                   
|        | 10.1.7 |             |  | Cellular One License Agreement, effective as of
    June 14, 1999, between Cellular One Group and Sygnet
    Communications, Inc. (Youngstown MSA) |  |  | (3)[10.1.7 | ]



---



|    |                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Filed as an exhibit to the Current Report on
    Form 8-K of Dobson Communications Corporation (333-23769)
    filed on January 7, 1999, as the exhibit number indicated
    in brackets and incorporated by reference herein.   
|   
|(2) | Filed as an exhibit to Dobson/ Sygnet
    Communications Companys Registration Statement on
    Form S-4 (Registration No. 333-71051), as the exhibit
    number indicated in brackets and incorporated by reference
    herein.
|   
|(3) | 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.                           
|   
|(4) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2002 as the exhibit number indicated in
    brackets and incorporated by reference herein.                     



| |     |                    
| | --- | -------------------
| | (b) | Reports on Form 8-K

None

16



---



##### 



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/ SYGNET COMMUNICATIONS COMPANY

Date: May 14, 2003

| |                          
| | -------------------------
| | /s/ EVERETT R. DOBSON    
| |                          
| | Everett R. Dobson        
| | Chairman of the Board and
| | Chief Executive Officer  

Date: May 14, 2003

| |                                               
| | ----------------------------------------------
| | /s/ BRUCE R. KNOOIHUIZEN                      
| |                                               
| | Bruce R. Knooihuizen                          
| | Vice President and Chief Financial
    Officer
| | (principal financial officer)                 

17



---



##### 



CERTIFICATIONS FOR FORM 10-Q

I, Everett R. Dobson, Chairman of the Board and
Chief Executive Officer, certify that:



| |    |                                                                                                                                                                                                                                                                                                                                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | I have reviewed this quarterly report on
    Form 10-Q of Dobson/ Sygnet Communications Company (the
    registrant);                                                                                                                                                                                                                           
|
| | 2. | Based on my knowledge, this quarterly report does
    not contain any untrue statement of a material fact or omit to
    state a material fact necessary to make the statements made, in
    light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    quarterly report;
|
| | 3. | Based on my knowledge, the financial statements,
    and other financial information included in this quarterly
    report, fairly present in all material respects the financial
    condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this
    quarterly report;                   
|
| | 4. | The registrants other certifying officers
    and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                             



| |     |                                                                                                                                                                                                                                                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | designed such disclosure controls and procedures
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this quarterly report is being prepared;
|
| | (b) | evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | (c) | presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



| |    |                                                                                                                                                                                                                                                               
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5. | The registrants other certifying officers
    and I have disclosed, based on our most recent evaluation, to
    the registrants auditors and the audit committee of
    registrants board of directors (or persons performing the
    equivalent function):



| |     |                                                                                                                                                                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | all significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) | any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal controls; and                                                                                                                                                    



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6. | The registrants other certifying officers
    and I have indicated in this quarterly report whether or not
    there were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.



| |                                      
| | -------------------------------------
| | DOBSON/ SYGNET COMMUNICATIONS COMPANY



| |     |                      
| | --- | ---------------------
| | By: | /s/ EVERETT R. DOBSON

| |                                                      
| | -----------------------------------------------------
| |                                                      
| | Everett R. Dobson                                    
| | Chairman of the Board and Chief Executive
    Officer

May 14, 2003

18



---



##### 



CERTIFICATIONS FOR FORM 10-Q

I, Bruce R. Knooihuizen, Vice President and Chief
Financial Officer, certify that:



| |    |                                                                                                                                                                                                                                                                                                                                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | I have reviewed this quarterly report on
    Form 10-Q of Dobson/ Sygnet Communications Company (the
    registrant);                                                                                                                                                                                                                           
|
| | 2. | Based on my knowledge, this quarterly report does
    not contain any untrue statement of a material fact or omit to
    state a material fact necessary to make the statements made, in
    light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    quarterly report;
|
| | 3. | Based on my knowledge, the financial statements,
    and other financial information included in this quarterly
    report, fairly present in all material respects the financial
    condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this
    quarterly report;                   
|
| | 4. | The registrants other certifying officers
    and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                             



| |     |                                                                                                                                                                                                                                                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | designed such disclosure controls and procedures
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this quarterly report is being prepared;
|
| | (b) | evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | (c) | presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



| |    |                                                                                                                                                                                                                                                               
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5. | The registrants other certifying officers
    and I have disclosed, based on our most recent evaluation, to
    the registrants auditors and the audit committee of
    registrants board of directors (or persons performing the
    equivalent function):



| |     |                                                                                                                                                                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | all significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) | any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal controls; and                                                                                                                                                    



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6. | The registrants other certifying officers
    and I have indicated in this quarterly report whether or not
    there were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.



| |                                      
| | -------------------------------------
| | DOBSON/ SYGNET COMMUNICATIONS COMPANY



| |     |                         
| | --- | ------------------------
| | By: | /s/ BRUCE R. KNOOIHUIZEN

| |                                               
| | ----------------------------------------------
| |                                               
| | Bruce R. Knooihuizen                          
| | Vice President and Chief Financial
    Officer
|
| | May 14, 2003                                  

19



---



##### 



INDEX TO EXHIBITS

|        |    |             |  |                                                                                                                                                                                                        |  |            
|------- | -- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -----------
|Exhibit |    |             |  | Method of                                                                                                                                                                                             
|Numbers |    | Description |  | Filing                                                                                                                                                                                                
|        |    |             |  |                                                                                                                                                                                                       
|        | 3  | .1          |  | Registrants Amended Certificate of
    Incorporation.                                                                                                                                                 |  | (2)[3.1]   
|        | 3  | .2          |  | Registrants Amended Bylaws.                                                                                                                                                                           |  | (2)[3.2]   
|        | 4  | .1          |  | Indenture dated December 23, 1998 between
    Registrant, as Issuer, and United States Trust Company of New
    York, as Trustee.                                                                      |  | (1)[4.1]   
|        | 4  | .2          |  | Form of Note under Indenture (contained in
    Exhibit 4.1 hereto).                                                                                                                                    |  | (1)[4.1]   
|        | 4  | .3          |  | Credit Agreement among the Agents and Lenders
    named therein and Sygnet Wireless, Inc. (f/k/a Dobson/ Sygnet
    Operating Company), dated as of December 23, 1998.                                 |  | (2)[4.5]   
|        | 4  | .3.1        |  | First Amendment to Credit Agreement dated
    February 9, 1999.                                                                                                                                        |  | (4)[4.4.1] 
|        | 4  | .3.2        |  | Second Amendment to Credit Agreement dated
    March 19, 1999.                                                                                                                                         |  | (4)[4.4.2] 
|        | 4  | .3.3        |  | Third Amendment to Credit Agreement dated
    May 28, 1999.                                                                                                                                            |  | (4)[4.4.3] 
|        | 4  | .3.4        |  | Fourth Amendment to Credit Agreement dated
    July 28, 2000.                                                                                                                                          |  | (4)[4.4.4] 
|        | 4  | .3.5        |  | Fifth Amendment to Credit Agreement dated
    August 11, 2000.                                                                                                                                         |  | (4)[4.4.5] 
|        | 10 | .1.1        |  | Cellular One License Agreement effective
    December 1, 1996, between Cellular One Group and Sygnet
    Communications, Inc. f/k/a Erie Cellular Telephone Company, as
    amended December 23, 1998. |  | (2)[10.3.1]
|        | 10 | .1.2        |  | Cellular One License Agreement, effective as of
    December 17, 1996, between Cellular One Group and Sygnet
    Communications, Inc. (PA-1).                                                          |  | (2)[10.3.2]
|        | 10 | .1.3        |  | Cellular One License Agreement, effective as of
    November 7, 1996, between Cellular One Group and Sygnet
    Communications, Inc. (PA-6).                                                           |  | (2)[10.3.3]
|        | 10 | .1.4        |  | Cellular One License Agreement, effective as of
    January 30, 1997, between Cellular One Group and Sygnet
    Communications, Inc. (PA-7).                                                           |  | (2)[10.3.4]
|        | 10 | .1.5        |  | Cellular One License Agreement, effective as of
    January 1, 1997, between Cellular One Group and Sygnet
    Communications, Inc. (NY-3).                                                            |  | (2)[10.3.5]
|        | 10 | .1.6        |  | Cellular One License Agreement, effective as of
    June 14, 1999, between Cellular One Group and Sygnet
    Communications, Inc. (Sharon MSA).                                                        |  | (3)[10.1.6]
|        | 10 | .1.7        |  | Cellular One License Agreement, effective as of
    June 14, 1999, between Cellular One Group and Sygnet
    Communications, Inc. (Youngstown MSA)                                                     |  | (3)[10.1.7]



---



|    |                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Filed as an exhibit to the Current Report on
    Form 8-K of Dobson Communications Corporation (333-23769)
    filed on January 7, 1999, as the exhibit number indicated
    in brackets and incorporated by reference herein.   
|   
|(2) | Filed as an exhibit to Dobson/ Sygnet
    Communications Companys Registration Statement on
    Form S-4 (Registration No. 333-71051), as the exhibit
    number indicated in brackets and incorporated by reference
    herein.
|   
|(3) | 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.                           
|   
|(4) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2002 as the exhibit number indicated in
    brackets and incorporated by reference herein.