##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




---

FORM 10-Q



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

For the Quarterly Period Ended March 31, 2001

OR



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

For the transition period from  to

Commission File No. 333-71051



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DOBSON/ SYGNET COMMUNICATIONS COMPANY



|                                                                                           |  |                                               
|------------------------------------------------------------------------------------------ |  | ----------------------------------------------
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|Oklahoma(State or other jurisdiction of
        incorporation or organization)             |  | 73-1547216(I.R.S. Employer Identification No.)
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|14201 Wireless Way
        Oklahoma City, Oklahoma(Address of principal executive offices) |  | 73134(Zip Code)                               

(405)-529-8500





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

As of May 7, 2001, there were
100 shares of the registrants $1.00 par value
common stock outstanding.



---






---

TABLE OF CONTENTS



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



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##### Table of Contents



DOBSON/SYGNET COMMUNICATIONS COMPANY

INDEX TO FORM 10-Q

|                              |   |  |  |                                                                                                     |  |  |    | 
|----------------------------- | - |  |  | --------------------------------------------------------------------------------------------------- |  |  | -- | 
|Item                          |   |  |  |                                                                                                    
|Number                        |   |  |  | Page                                                                                               
|                              |   |  |  |                                                                                                    
|                             
|                             
|                             
|                             
|PART I. FINANCIAL INFORMATION
|                             
|                              | 1 |  |  | Condensed Consolidated Financial Statements (Unaudited):                                            |  |  |    | 
|                             
|                             
|                             
|                             
|                              |   |  |  | Condensed Consolidated Balance Sheets as of March 31, 2001
	and December 31, 2000                   |  |  | 3  | 
|                             
|                             
|                             
|                             
|                              |   |  |  | Condensed Consolidated Statements of Operations for the Three
	Months Ended March 31, 2001 and 2000 |  |  | 4  | 
|                             
|                             
|                             
|                             
|                              |   |  |  | Condensed Consolidated Statements of Cash Flows for the Three
	Months Ended March 31, 2001 and 2000 |  |  | 5  | 
|                             
|                             
|                             
|                             
|                              |   |  |  | Notes to Condensed Consolidated Financial Statements                                                |  |  | 6  | 
|                             
|                             
|                             
|                             
|                              | 2 |  |  | Managements Discussion and Analysis of Financial Condition
	and Results of Operations              |  |  | 7  | 
|                             
|                             
|                             
|                             
|                              | 3 |  |  | Quantitative and Qualitative Disclosure about Market Risk                                           |  |  | 10 | 
|                             
|                             
|                             
|                             
|                             
|PART II. OTHER INFORMATION   
|                             
|                             
|                             
|                             
|                             
|                              | 1 |  |  | Legal Proceedings                                                                                   |  |  | 11 | 
|                             
|                             
|                             
|                             
|                              | 2 |  |  | Changes in Securities and Use of Proceeds                                                           |  |  | 11 | 
|                             
|                             
|                             
|                             
|                              | 3 |  |  | Defaults Upon Senior Securities                                                                     |  |  | 11 | 
|                             
|                             
|                             
|                             
|                              | 4 |  |  | Submission of Matters to a Vote of Security Holders                                                 |  |  | 11 | 
|                             
|                             
|                             
|                             
|                              | 5 |  |  | Other Information                                                                                   |  |  | 11 | 
|                             
|                             
|                             
|                             
|                              | 6 |  |  | Exhibits and Reports on Form 8-K                                                                    |  |  | 12 | 

2



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##### Table of Contents






PART I. FINANCIAL INFORMATION




Item 1.  Financial Statements

DOBSON/ SYGNET COMMUNICATIONS COMPANY






CONDENSED CONSOLIDATED BALANCE SHEETS


(Unaudited)


|                                                                                            |                            |                                            |              |              |             |   |             |             |             | 
|------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | ------------ | ------------ | ----------- | - | ----------- | ----------- | ----------- | 
|                                                                                            |                            | March 31,                                  |              | December 31,
|                                                                                            |                            | 2001                                       |              | 2000        
|                                                                                            |                            |                                            |              |             
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|ASSETS                                                                                     
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|CURRENT ASSETS:                                                                             |                            |                                            |              |              |             |   |             |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Cash and cash equivalents                                                                   |                            | $                                          | 1,951,290    |              |             | $ | 8,871,817   |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Restricted cash and investments                                                             |                            |                                            | 26,515,740   |              |             |   | 26,153,677  |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Accounts receivable, net                                                                    |                            |                                            | 18,932,950   |              |             |   | 20,433,870  |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Inventory                                                                                   |                            |                                            | 3,455,432    |              |             |   | 3,977,359   |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Other current assets                                                                        |                            |                                            | 1,153,752    |              |             |   | 1,011,633   |            
|                                                                                            |                            |                                            |              |              |             |   |             |            
|                                                                                            | Total current assets       |                                            |              | 52,009,164   |             |   |             | 60,448,356  |            
|                                                                                            |                            |                                            |              |              |             |   |             |            
|PROPERTY, PLANT AND EQUIPMENT, net                                                          |                            |                                            | 75,162,007   |              |             |   | 72,257,805  |            
|                                                                                            |                            |                                            |              |              |             |   |             |            
|OTHER ASSETS:                                                                               |                            |                                            |              |              |             |   |             |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Wireless license acquisition costs, net                                                     |                            |                                            | 608,865,708  |              |             |   | 620,824,915 |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Deferred financing costs, net                                                               |                            |                                            | 39,279,880   |              |             |   | 40,558,866  |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Customer list, net                                                                          |                            |                                            | 24,379,650   |              |             |   | 26,614,038  |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Other                                                                                       |                            |                                            | 200,211      |              |             |   | 285,897     |            
|                                                                                            |                            |                                            |              |              |             |   |             |            
|                                                                                            | Total other assets         |                                            |              | 672,725,449  |             |   |             | 688,283,716 |            
|                                                                                            |                            |                                            |              |              |             |   |             |            
|                                                                                            |                            | Total assets                               |              | $            | 799,896,620 |   |             | $           | 820,989,877 | 
|                                                                                            |                            |                                            |              |              |             |   |             |            
|                                                                                           
|LIABILITIES AND STOCKHOLDERS EQUITY                                                       
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|CURRENT LIABILITIES:                                                                        |                            |                                            |              |              |             |   |             |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Accounts payable                                                                            |                            | $                                          | 8,250,566    |              |             | $ | 10,637,640  |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Accrued expenses                                                                            |                            |                                            | 12,690,678   |              |             |   | 6,042,906   |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Deferred revenue and customer deposits                                                      |                            |                                            | 4,586,094    |              |             |   | 4,386,131   |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Current portion of long-term debt                                                           |                            |                                            | 14,250,000   |              |             |   | 14,250,000  |            
|                                                                                            |                            |                                            |              |              |             |   |             |            
|                                                                                            | Total current liabilities  |                                            |              | 39,777,338   |             |   |             | 35,316,677  |            
|                                                                                            |                            |                                            |              |              |             |   |             |            
|Payables  affiliates                                                                       |                            |                                            | 12,933,076   |              |             |   | 26,740,660  |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Long-term debt, net of current portion                                                      |                            |                                            | 513,574,254  |              |             |   | 520,636,754 |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Deferred income taxes                                                                       |                            |                                            | 116,215,296  |              |             |   | 123,772,343 |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|STOCKHOLDERS EQUITY:                                                                       |                            |                                            |              |              |             |   |             |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Common stock, $1.00 par value, 500 shares authorized
	and 100 shares issued and outstanding |                            |                                            | 100          |              |             |   | 100         |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Additional paid-in capital                                                                  |                            |                                            | 222,632,804  |              |             |   | 207,632,804 |            
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Retained deficit                                                                            |                            |                                            | (105,236,248 | )            |             |   | (93,109,461 | )          
|                                                                                            |                            |                                            |              |              |             |   |             |            
|                                                                                            | Total stockholders equity |                                            |              | 117,396,656  |             |   |             | 114,523,443 |            
|                                                                                            |                            |                                            |              |              |             |   |             |            
|                                                                                            |                            | Total liabilities and stockholders equity |              | $            | 799,896,620 |   |             | $           | 820,989,877 | 
|                                                                                            |                            |                                            |              |              |             |   |             |            

The accompanying notes are an integral part of these
consolidated balance sheets.

3



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##### Table of Contents



DOBSON/SYGNET COMMUNICATIONS COMPANY






CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)


|                                                                 |                               |                              |             |            |            |   |             |            |            | 
|---------------------------------------------------------------- | ----------------------------- | ---------------------------- | ----------- | ---------- | ---------- | - | ----------- | ---------- | ---------- | 
|                                                                 |                               |                             
|                                                                 |                               | Three months ended March 31,
|                                                                 |                               |                             
|                                                                 |                               | 2001                         |             | 2000      
|                                                                 |                               |                              |             |           
|OPERATING REVENUE:                                               |                               |                              |             |            |            |   |             |           
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Service revenue               |                              | $           | 30,955,977 |            |   | $           | 25,191,020 |           
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Roaming revenue               |                              |             | 9,796,975  |            |   |             | 8,589,302  |           
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Equipment and other revenue   |                              |             | 1,958,045  |            |   |             | 2,109,929  |           
|                                                                 |                               |                              |             |            |            |   |             |           
|                                                                 |                               | Total operating revenue      |             |            | 42,710,997 |   |             |            | 35,890,251 | 
|                                                                 |                               |                              |             |            |            |   |             |           
|OPERATING EXPENSES:                                              |                               |                              |             |            |            |   |             |           
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Cost of service               |                              |             | 9,572,239  |            |   |             | 6,285,105  |           
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Cost of equipment             |                              |             | 5,945,692  |            |   |             | 5,378,552  |           
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Marketing and selling         |                              |             | 6,314,190  |            |   |             | 7,006,921  |           
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | General and administrative    |                              |             | 7,064,635  |            |   |             | 5,743,233  |           
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Depreciation and amortization |                              |             | 18,518,595 |            |   |             | 17,153,619 |           
|                                                                 |                               |                              |             |            |            |   |             |           
|                                                                 |                               | Total operating expenses     |             |            | 47,415,351 |   |             |            | 41,567,430 | 
|                                                                 |                               |                              |             |            |            |   |             |           
|OPERATING LOSS                                                   |                               |                              | (4,704,354  | )          |            |   | (5,677,179  | )         
|                                                                
|                                                                
|                                                                
|                                                                
|INTEREST EXPENSE                                                 |                               |                              | (15,254,746 | )          |            |   | (17,124,256 | )         
|                                                                
|                                                                
|                                                                
|                                                                
|OTHER INCOME, net                                                |                               |                              | 399,766     |            |            |   | 695,274     |           
|                                                                 |                               |                              |             |            |            |   |             |           
|LOSS BEFORE INCOME TAXES                                         |                               |                              | (19,559,334 | )          |            |   | (22,106,161 | )         
|                                                                
|                                                                
|                                                                
|                                                                
|INCOME TAX BENEFIT                                               |                               |                              | 7,432,547   |            |            |   | 8,400,342   |           
|                                                                 |                               |                              |             |            |            |   |             |           
|NET LOSS                                                         |                               | $                            | (12,126,787 | )          |            | $ | (13,705,819 | )         
|                                                                 |                               |                              |             |            |            |   |             |           
|BASIC NET LOSS APPLICABLE TO COMMON STOCKHOLDER PER COMMON SHARE |                               | $                            | (121,268    | )          |            | $ | (137,058    | )         
|                                                                 |                               |                              |             |            |            |   |             |           
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                 |                               |                              | 100         |            |            |   | 100         |           
|                                                                 |                               |                              |             |            |            |   |             |           

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

4



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##### Table of Contents



DOBSON/SYGNET COMMUNICATIONS COMPANY






CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)


|                                                                                  |                                              |                                                     |             |             |             |   |             |             |            |  
|--------------------------------------------------------------------------------- | -------------------------------------------- | --------------------------------------------------- | ----------- | ----------- | ----------- | - | ----------- | ----------- | ---------- | -
|                                                                                  |                                              |                                                    
|                                                                                  |                                              | Three months ended March 31,                       
|                                                                                  |                                              |                                                    
|                                                                                  |                                              | 2001                                                |             | 2000       
|                                                                                  |                                              |                                                     |             |            
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |                                              |                                                     |             |             |             |   |             |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Net loss                                                                          |                                              | $                                                   | (12,126,787 | )           |             | $ | (13,705,819 | )          
|Adjustments to reconcile net loss to net cash provided by
	operating activities  |                                              |                                                     |             |             |             |   |             |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Depreciation and amortization                |                                                     |             | 18,518,595  |             |   |             | 17,153,619  |           
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Amortization of financing costs              |                                                     |             | 1,308,431   |             |   |             | 1,301,449   |           
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Deferred income taxes                        |                                                     |             | (7,557,047  | )           |   |             | (8,590,366  | )         
|Changes in current assets and liabilities                                        |                                              |                                                     |             |             |             |   |             |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accounts receivable                          |                                                     |             | 1,500,920   |             |   |             | (1,395,010  | )         
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Other current assets                         |                                                     |             | 17,745      |             |   |             | (236,366    | )         
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accounts payable                             |                                                     |             | (2,397,887  | )           |   |             | 972,025     |           
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accrued expenses                             |                                                     |             | 6,647,772   |             |   |             | 11,591,132  |           
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Deferred revenues and customer deposits      |                                                     |             | 199,963     |             |   |             | 184,168     |           
|                                                                                  |                                              |                                                     |             |             |             |   |             |            
|                                                                                  |                                              | Net cash provided by operating activities           |             |             | 6,111,705   |   |             |             | 7,274,832  |  
|                                                                                  |                                              |                                                     |             |             |             |   |             |            
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |                                              |                                                     |             |             |             |   |             |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Capital expenditures                         |                                                     |             | (7,218,389  | )           |   |             | (6,360,781  | )         
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Purchase of wireless licenses and properties |                                                     |             |            |             |   |             | (1,021,796  | )         
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | (Decrease) increase in payable-affiliate     |                                                     |             | (13,807,584 | )           |   |             | 5,561,470   |           
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Other investing activities                   |                                                     |             | 85,686      |             |   |             | 293,773     |           
|                                                                                  |                                              |                                                     |             |             |             |   |             |            
|                                                                                  |                                              | Net cash used in investing activities               |             |             | (20,940,287 | ) |             |             | (1,527,334 | )
|                                                                                  |                                              |                                                     |             |             |             |   |             |            
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |                                              |                                                     |             |             |             |   |             |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Proceeds from long-term debt                 |                                                     |             | 37,000,000  |             |   |             |            |           
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Repayments of long-term debt                 |                                                     |             | (44,062,500 | )           |   |             | (40,550,000 | )         
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Capital contribution                         |                                                     |             | 15,000,000  |             |   |             | 33,300,000  |           
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Other financing activities                   |                                                     |             | (29,445     | )           |   |             | (25,812     | )         
|                                                                                  |                                              |                                                     |             |             |             |   |             |            
|                                                                                  |                                              | Net cash provided by (used in) financing activities |             |             | 7,908,055   |   |             |             | (7,275,812 | )
|                                                                                  |                                              |                                                     |             |             |             |   |             |            
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                         |                                              |                                                     | (6,920,527  | )           |             |   | (1,528,314  | )          
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|CASH AND CASH EQUIVALENTS, beginning of period                                    |                                              |                                                     | 8,871,817   |             |             |   | 2,259,212   |            
|                                                                                  |                                              |                                                     |             |             |             |   |             |            
|CASH AND CASH EQUIVALENTS, end of period                                          |                                              | $                                                   | 1,951,290   |             |             | $ | 730,898     |            
|                                                                                  |                                              |                                                     |             |             |             |   |             |            
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                |                                              |                                                     |             |             |             |   |             |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Cash paid for interest                       |                                                     | $           | 7,642,545   |             |   | $           | 4,325,016   |           

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

5



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS COMPANY






NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The condensed consolidated balance sheets of Dobson/ Sygnet
Communications Company (the Company) as of
March 31, 2001 and December 31, 2000, the condensed
consolidated statements of operations and cash flows for the
three months ended March 31, 2001 and 2000 are unaudited.
In the opinion of management, such financial statements include
all adjustments, consisting only of normal recurring adjustments
necessary for a fair presentation of financial position, results
of operations, and cash flows for the periods presented.

The condensed balance sheet data at December 31, 2000 was
derived from audited financial statements, but does not include
all disclosures required by generally accepted accounting
principles. The financial statements presented herein should be
read in connection with the Companys December 31,
2000 consolidated financial statements included in the
Companys Form 10-K for the fiscal year ended
December 31, 2000.

1.  ORGANIZATION

The Company was incorporated under the name Front Nine
Holdings, Inc. as an Oklahoma corporation on July 23,
1998. Subsequently, the Company changed its name to Dobson/
Sygnet Communications Company (the Company) and
amended its certificate of incorporation on December 2,
1998 to reflect this change. 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.  STOCKHOLDERS EQUITY

The Company received equity contributions of $15.0 million
and $33.3 million during the three months ended
March 31, 2001 and 2000, respectively, from its parent
company, Dobson Communications. These contributions were used to
repay debt under the Companys credit facility.

On January 1, 2001, in accordance with SFAS 133, the
Company recorded an asset and a net gain to comprehensive income
totaling $0.6 million relating to its outstanding interest
rate hedges, thus increasing the Companys total equity.
However, on March 30, 2001, these hedges expired leaving no
remaining impact to the Companys financial position.

3.  RECLASSIFICATIONS

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

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

Overview

We own and operate wireless telephone systems serving a large
cluster of properties with a population of approximately
2.4 million and approximately 263,400 subscribers located
in northeastern Ohio, western Pennsylvania and western New York.
Our wireless systems are located in Youngstown, Ohio, Erie,
Pennsylvania, and in primarily rural and suburban areas between
the Cleveland, Akron-Canton, Pittsburgh, Buffalo and Rochester
metropolitan areas. The following discussion and analysis is of
the financial condition and results of our operations.

Revenue

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

We primarily derive service revenue by providing wireless
services to our subscribers. The industry has experienced a
trend of declining average revenue per minute as competition
among wireless service providers had led to reduction in rates
for airtime. We believe that the impact of this trend will be
mitigated by increases in the number of wireless
telecommunication subscribers and the number of minutes of usage
per subscriber.

We derive roaming revenues 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 22.9% and 23.9% of our
revenue for the three months ended March 31, 2001 and 2000,
respectively. Roaming revenues typically yield higher average
per minute rates and higher margins than revenues from our
subscribers. We achieve these higher margins because we incur
virtually no costs related to network operations, customer
service or collections to earn roaming revenues. Our roaming
yield, which is our roaming service revenues, including airtime,
toll charges and surcharges, divided by roaming minutes of use,
was $.34 and $.38 for the months ended March 31, 2001 and
2000, respectively. Roaming revenue tends to be impacted by
seasonality. We typically have higher roaming revenue during the
second and third quarters of each year, as users tend to travel
more and therefore use their wireless phones more during the
spring and summer months. Despite the decline in our roaming
yield, we have seen overall roaming revenues increase due to
growth in roaming minutes of use.

We include any toll, or long-distance, revenues related to our
wireless and roaming services in service revenue and roaming
revenue.

Equipment revenues are revenues from selling equipment to our
subscribers.

Costs and Expenses

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

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

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

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

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

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

Results of Operations

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

Three Months Ended March 31, 2001 Compared to Three
Months Ended March 31, 2000

Operating Revenue.For the three months ended
March 31, 2001, total operating revenue increased
$6.8 million, or 19.0%, to $42.7 million from
$35.9 million for the comparable period in 2000. Total
service, roaming and equipment sales and other revenue
represented 72.5%, 22.9% and 4.6%, respectively, of total
operating revenue during the three months ended March 31,
2001 and 70.2%, 23.9%, and 5.9%, respectively, of total
operating revenue during the three months ended March 31,
2000.

The following table sets forth the components of our operating
revenue for the three months ended March 31, 2001 and 2000:

|                   |                             |                    |   |        |        |  |   |        |        | 
|------------------ | --------------------------- | ------------------ | - | ------ | ------ |  | - | ------ | ------ | 
|                   |                             |                   
|                   |                             | Three Months Ended
|                   |                             | March 31,         
|                   |                             |                   
|                   |                             | 2001               |   | 2000  
|                   |                             |                    |   |       
|                   |                             |                   
|                   |                             | ($ in thousands)  
|                  
|                  
|                  
|                  
|Operating revenue: |                             |                    |   |        |        |  |   |       
|                  
|                  
|                  
|                  
|                   | Service revenue             |                    | $ | 30,956 |        |  | $ | 25,191 |       
|                  
|                  
|                  
|                  
|                   | Roaming revenue             |                    |   | 9,797  |        |  |   | 8,589  |       
|                  
|                  
|                  
|                  
|                   | Equipment and other revenue |                    |   | 1,958  |        |  |   | 2,110  |       
|                   |                             |                    |   |        |        |  |   |       
|                   |                             | Total              |   | $      | 42,711 |  |   | $      | 35,890 | 
|                   |                             |                    |   |        |        |  |   |       

Service revenue increased $5.8 million, or 22.9%, to
$31.0 million in the three months ended March 31, 2001
from $25.2 million in the same period of 2000. This
increase was primarily attributable to increased penetration and
usage. Our subscriber base increased 10.5% to approximately
263,400 at March 31, 2001 from approximately 238,400 at
March 31, 2000. The average monthly service revenue per
subscriber increased to $40 from $36 for the three months ended
March 31, 2001 compared to the same period in 2000. Our
average monthly service revenue per subscriber has been
positively impacted by the change in our subscriber mix. On
March 31, 2001, 56% of our subscribers were on digital rate
plans compared to 11% at March 31, 2000. Digital rate plans
typically produce higher service revenue per subscriber and
allow subscribers to use more minutes in a larger home area than
analog rate plans.

Roaming revenue increased $1.2 million, or 14.1%, to
$9.8 million in the three months ended March 31, 2001
from $8.6 million for the comparable period of 2000. This
increase was primarily attributable to increased roaming minutes
due to expanded coverage areas and increased usage in our
markets.

Equipment and other revenue decreased $0.1 million or 7.2%,
to $2.0 million in the three months ended March 31,
2001 from $2.1 million in the same period of 2000. This
decrease is due to a slight decline in the number of gross
subscriber additions.

Cost of Service.For the three months ended
March 31, 2001, the total cost of service increased
$3.3 million, or 52.3%, to $9.6 million from
$6.3 million for the comparable period in 2000. This
increase is primarily the result of the increased number of
subscribers and the migration of our subscribers from analog
rate plans to new digital rate plans. As described with our
service revenue above, on average, digital

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Cost of Equipment.For the three months ended
March 31, 2001, cost of equipment increased
$0.5 million, or 10.5% to $5.9 million from
$5.4 million in the same period of 2000, primarily as a
result of equipment transactions related to the migrations of
our existing subscribers from analog service to digital service.

Marketing and Selling Costs.Marketing and selling
costs decreased $0.7 million, or 9.9%, to $6.3 million
for the three months ended March 31, 2001, from
$7.0 million in the comparable period of 2000. This
decrease resulted from a decrease in the number of gross
subscriber additions and the related sales force compensation
expenses.

General and Administrative Expense.For the three
months ended March 31, 2001, general and administrative
cost increased $1.4 million, or 23.0%, to $7.1 million
from $5.7 million for the comparable period in 2000. This
increase was primarily the result of increased infrastructure
costs, including customer service, billing, collections and
administrative costs as a result of the overall growth.

Depreciation and Amortization Expense.Depreciation and amortization expense increased
$1.3 million, or 8.0% to $18.5 million in the three
months ended March 31, 2001 from $17.2 million in the
same period of 2000. This increase is a result of an increase in
capital assets.

Interest Expense.For the three months ended
March 31, 2001, interest expense decreased
$1.8 million, or 10.9%, to $15.3 million from
$17.1 million in the same period of 2000. The decrease was
primarily a result of decreased interest rates on our revolving
credit facility in the three months ended March 31, 2001
compared to the same period in 2000.

Liquidity and Capital Resources

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

At March 31, 2001, we had working capital of
$12.2 million (a ratio of current assets to current
liabilities of 1.3:1) and an unrestricted cash balance of
$2.0 million, which compares to working capital of
$25.1 million (a ratio of current assets to current
liabilities of 1.7:1) and an unrestricted cash balance of
$8.9 million at December 31, 2000.

Our net cash provided by operating activities totaled
$6.1 million and $7.3 million for the three month
periods ended March 31, 2001, and 2000, respectively. The
decrease of $1.2 million was primarily due to the change in
current assets and liabilities.

Our net cash used in investing activities totaled
$20.9 million and $1.5 million for the three months
ended March 31, 2001, and 2000, respectively. The increase
of $19.4 million was primarily due to changes in payables
due to affiliates.

Our net cash provided by financing activities was
$7.9 million compared to net cash used in financing
activities of $7.3 million for the three months ended
March 31, 2001 and 2000, respectively. Financing activity
for the three months ended March 31, 2001 consisted
primarily of proceeds from long-term debt of $37.0 million
and a capital contribution from our parent company, Dobson
Communications, of $15.0 million offset by repayments of
long-term debt totaling $44.1 million.

Our capital expenditures were $7.2 million for the three
months ended March 31, 2001 and we expect our capital
expenditures to be approximately $20 to $25 million for all
of 2001. 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.

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Our credit facilities aggregate $346.7 million, consisting
of a $40.4 million reducing revolving credit facility and
$306.3 million of term loan facilities. As of
March 31, 2001 we had $327.8 million outstanding under
the facilities at a weighted average interest rate of 9.7%.
Obligations under our new facilities are secured by a pledge of
the capital stock of our subsidiary as well as a lien on
substantially all of our assets and those 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 debt service obligations. As of March 31,
2001, we have maintained the required financial ratios. We
cannot provide assurance that we will continue to maintain these
required ratios and our ability to borrow under our credit
facility will be limited by the requirement that, on a quarterly
basis, the amount available under our credit facility will
reduce until it terminates. The $200.0 million senior notes
bear an interest rate of 12.25% and mature in 2008. We used
approximately $67.7 million of the net proceeds to purchase
securities pledged to secure the first six semi-annual interest
payments, which began June 15, 1999.

Although we cannot provide 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 the
credit facility, and cash flow from operations, will be
sufficient to satisfy our capital expenditures, working capital
and debt service obligations for the next twelve months.
However, we will need to refinance the credit facilities, and
the senior notes at their maturities, which begin in 2007. The
credit facilities are currently being amortized quarterly. Our
ability to refinance 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.

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 Disclosures
about Market Risk


Our primary market risk relates to changes in interest rates.
Market risk is the potential loss arising from adverse changes
in market prices and rates, including interest rates. We do not
enter into derivatives or other financial instruments for
trading or speculative purposes. The objective of our financial
risk management is to minimize the negative impact of interest
rate fluctuations on our earnings and equity. On March 30,
2001, our interest rate swap that effectively fixed the interest
rate on $85.0 million of the principal outstanding on our
credit facility expired. Thus, 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 rise. Based on our market risk
sensitive instruments outstanding at March 31, 2001, we
have determined that there was no material market risk exposure
to our consolidated financial position, results of operations or
cash flows as of such date.

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PART II.  OTHER INFORMATION




Item 1.  Legal Proceedings

Not applicable




Item 2.  Changes in Securities and Use of
Proceeds

Not applicable




Item 3.  Defaults Upon Senior Securities

Not applicable




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

Not applicable




Item 5.  Other Information

Not applicable

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Item 6.  Exhibits and Reports on Form 8K

(a)  Exhibits

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

|        |        |             |  |                                                                                                                                                                                                                                                                                                                                       |  |  |             | 
|------- | ------ | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |        |             |  | Method of                                                                                                                                                                                                                                                                                                                            
|Number  |        | 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    |             |  | Pledge Agreement dated December 23, 1998 between
	Registrant, as Pledgor, and NationsBanc Montgomery
	Securities LLC, Lehman Brothers, Inc., First Union
	Capital Markets, a division of Wheat First Securities, Inc.
	and TD Securities (USA) Inc., as Initial Purchasers, and
	United States Trust Company of New York, as Trustee. |  |  | (2)[4.3]    | 
|        | 4.4    |             |  | Credit Agreement among the Agents and Lenders named therein and
	Dobson/ Sygnet Operating Company, dated as of December  23,
	1998.                                                                                                                                                                                                   |  |  | (2)[4.5]    | 
|        | 10.1   |             |  | Master Site License Agreement dated December 23,1998 by and
	between Sygnet Communications, Inc. and Dobson Tower
	Company.                                                                                                                                                                                                           |  |  | (2)[10.2]   | 
|        | 10.2.1 |             |  | Cellular One License Agreement effective December 1, 1996,
	between Cellular One Group and Eric Cellular Telephone Company.                                                                                                                                                                                                           |  |  | (2)[10.3]   | 
|        | 10.2.2 |             |  | Cellular One License Agreement, effective as of December 
	17, 1996, between Cellular One Group and Sygnet
	Communications, Inc. (PA-1)                                                                                                                                                                                               |  |  | (2)[10.3.2] | 
|        | 10.2.3 |             |  | Cellular One License Agreement, effective as of November 7,
	1996, between Cellular One Group and Sygnet
	Communications,  Inc. (PA-6)                                                                                                                                                                                                |  |  | (2)[10.3.3] | 
|        | 10.2.4 |             |  | Cellular One License Agreement, effective as of January 30,
	1997, between Cellular One Group and Sygnet
	Communications,  Inc. (PA-7)                                                                                                                                                                                                |  |  | (2)[10.3.4] | 
|        | 10.2.5 |             |  | Cellular One License Agreement, effective as of January 1,
	1997, between Cellular One Group and Sygnet
	Communications,  Inc. (NY-3)                                                                                                                                                                                                 |  |  | (2)[10.3.5] | 



---



|    |                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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. 

(b)  Reports on Form 8K

Not applicable

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SIGNATURES

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



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



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

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





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

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

Date: May 11, 2001

13