##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




---

FORM 10-Q



|  |                                                         
|- | --------------------------------------------------------
|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	THE

SECURITIES EXCHANGE ACT OF 1934


For the Quarterly Period Ended June 30,
2001

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



---

DOBSON/ SYGNET COMMUNICATIONS
COMPANY

(Exact name of registrant as specified in its
charter)


|                                                                                     |  |                                               
|------------------------------------------------------------------------------------ |  | ----------------------------------------------
|                                                                                    
|                                                                                    
|                                                                                    
|                                                                                    
|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

(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.  Yesx
Noo

As of
August 3, 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
|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
	June 30, 2001 and December 31, 2000                            |  |  | 3  | 
|                             
|                             
|                             
|                             
|                              |   |  |  | Condensed Consolidated Statements of Operations
	for the Three and Six Months Ended June 30, 2001
	and 2000 |  |  | 4  | 
|                             
|                             
|                             
|                             
|                              |   |  |  | Condensed Consolidated Statements of Cash Flows
	for the Six Months Ended June 30, 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                                                  |  |  | 12 | 
|                             
|                             
|                             
|                             
|PART II. OTHER INFORMATION   
|                             
|                             
|                             
|                             
|                             
|                              | 1 |  |  | Legal Proceedings                                                                                           |  |  | 13 | 
|                             
|                             
|                             
|                             
|                              | 2 |  |  | Changes in Securities and Use of Proceeds                                                                   |  |  | 13 | 
|                             
|                             
|                             
|                             
|                              | 3 |  |  | Defaults Upon Senior Securities                                                                             |  |  | 13 | 
|                             
|                             
|                             
|                             
|                              | 4 |  |  | Submission of Matters to a Vote of Security
	Holders                                                        |  |  | 13 | 
|                             
|                             
|                             
|                             
|                              | 5 |  |  | Other Information                                                                                           |  |  | 13 | 
|                             
|                             
|                             
|                             
|                              | 6 |  |  | Exhibits and Reports on Form 8-K                                                                            |  |  | 14 | 

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)


|                                                                                             |                            |                                            |              |              |             |   |             |             |             | 
|-------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | ------------ | ------------ | ----------- | - | ----------- | ----------- | ----------- | 
|                                                                                             |                            | June 30,                                   |              | December 31,
|                                                                                             |                            | 2001                                       |              | 2000        
|                                                                                             |                            |                                            |              |             
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|ASSETS                                                                                      
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|CURRENT ASSETS:                                                                              |                            |                                            |              |              |             |   |             |            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Cash and cash equivalents                                                                    |                            | $                                          | 2,239,862    |              |             | $ | 8,871,817   |            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Restricted cash and investments                                                              |                            |                                            | 14,565,375   |              |             |   | 26,153,677  |            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Accounts receivable, net                                                                     |                            |                                            | 20,444,589   |              |             |   | 20,433,870  |            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Inventory                                                                                    |                            |                                            | 3,573,729    |              |             |   | 3,977,359   |            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Other current assets                                                                         |                            |                                            | 1,252,958    |              |             |   | 1,011,633   |            
|                                                                                             |                            |                                            |              |              |             |   |             |            
|                                                                                             | Total current assets       |                                            |              | 42,076,513   |             |   |             | 60,448,356  |            
|                                                                                             |                            |                                            |              |              |             |   |             |            
|PROPERTY, PLANT AND EQUIPMENT, net                                                           |                            |                                            | 78,083,894   |              |             |   | 72,257,805  |            
|                                                                                             |                            |                                            |              |              |             |   |             |            
|OTHER ASSETS:                                                                                |                            |                                            |              |              |             |   |             |            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Wireless license acquisition costs, net                                                      |                            |                                            | 596,906,500  |              |             |   | 620,824,915 |            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Deferred financing costs, net                                                                |                            |                                            | 37,996,852   |              |             |   | 40,558,866  |            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Customer list, net                                                                           |                            |                                            | 22,145,263   |              |             |   | 26,614,038  |            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Other                                                                                        |                            |                                            | 128,092      |              |             |   | 285,897     |            
|                                                                                             |                            |                                            |              |              |             |   |             |            
|                                                                                             | Total other assets         |                                            |              | 657,176,707  |             |   |             | 688,283,716 |            
|                                                                                             |                            |                                            |              |              |             |   |             |            
|                                                                                             |                            | Total assets                               |              | $            | 777,337,114 |   |             | $           | 820,989,877 | 
|                                                                                             |                            |                                            |              |              |             |   |             |            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|LIABILITIES AND STOCKHOLDERS
	EQUITY                                                       
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|CURRENT LIABILITIES:                                                                         |                            |                                            |              |              |             |   |             |            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Accounts payable                                                                             |                            | $                                          | 8,623,723    |              |             | $ | 10,637,640  |            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Accrued expenses                                                                             |                            |                                            | 5,354,957    |              |             |   | 6,042,906   |            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Deferred revenue and customer deposits                                                       |                            |                                            | 4,790,611    |              |             |   | 4,386,131   |            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Current portion of long-term debt                                                            |                            |                                            | 14,250,000   |              |             |   | 14,250,000  |            
|                                                                                             |                            |                                            |              |              |             |   |             |            
|                                                                                             | Total current liabilities  |                                            |              | 33,019,291   |             |   |             | 35,316,677  |            
|                                                                                             |                            |                                            |              |              |             |   |             |            
|Payables  affiliates                                                                        |                            |                                            | 15,447,401   |              |             |   | 26,740,660  |            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Long-term debt, net of current portion                                                       |                            |                                            | 512,511,754  |              |             |   | 520,636,754 |            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|Deferred income taxes                                                                        |                            |                                            | 109,670,038  |              |             |   | 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                                                                             |                            |                                            | (115,944,274 | )            |             |   | (93,109,461 | )          
|                                                                                             |                            |                                            |              |              |             |   |             |            
|                                                                                             | Total stockholders equity |                                            |              | 106,688,630  |             |   |             | 114,523,443 |            
|                                                                                             |                            |                                            |              |              |             |   |             |            
|                                                                                             |                            | Total liabilities and stockholders equity |              | $            | 777,337,114 |   |             | $           | 820,989,877 | 
|                                                                                             |                            |                                            |              |              |             |   |             |            

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

3



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY






CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


(Unaudited)


|                                                                  |                               |                             |             |                           |            |      |             |            |            |   |             |            |            |   |             |            |            | 
|----------------------------------------------------------------- | ----------------------------- | --------------------------- | ----------- | ------------------------- | ---------- | ---- | ----------- | ---------- | ---------- | - | ----------- | ---------- | ---------- | - | ----------- | ---------- | ---------- | 
|                                                                  |                               |                             |             |                          
|                                                                  |                               | Three Months Ended June 30, |             | Six Months Ended June 30,
|                                                                  |                               |                             |             |                          
|                                                                  |                               | 2001                        |             | 2000                      |            | 2001 |             | 2000      
|                                                                  |                               |                             |             |                           |            |      |             |           
|OPERATING REVENUE:                                                |                               |                             |             |                           |            |      |             |            |            |   |             |            |            |   |             |           
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Service revenue               |                             | $           | 33,403,511                |            |      | $           | 28,567,927 |            |   | $           | 64,359,488 |            |   | $           | 53,758,946 |           
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Roaming revenue               |                             |             | 10,996,509                |            |      |             | 9,751,075  |            |   |             | 20,793,484 |            |   |             | 18,340,377 |           
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Equipment and other revenue   |                             |             | 1,667,348                 |            |      |             | 2,657,042  |            |   |             | 3,625,393  |            |   |             | 4,766,971  |           
|                                                                  |                               |                             |             |                           |            |      |             |            |            |   |             |            |            |   |             |           
|                                                                  |                               | Total operating revenue     |             |                           | 46,067,368 |      |             |            | 40,976,044 |   |             |            | 88,778,365 |   |             |            | 76,866,294 | 
|                                                                  |                               |                             |             |                           |            |      |             |            |            |   |             |            |            |   |             |           
|OPERATING EXPENSES:                                               |                               |                             |             |                           |            |      |             |            |            |   |             |            |            |   |             |           
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Cost of service               |                             |             | 11,133,622                |            |      |             | 8,408,473  |            |   |             | 20,705,861 |            |   |             | 14,693,578 |           
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Cost of equipment             |                             |             | 4,802,291                 |            |      |             | 4,899,438  |            |   |             | 10,747,983 |            |   |             | 10,277,990 |           
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Marketing and selling         |                             |             | 6,191,838                 |            |      |             | 6,007,862  |            |   |             | 12,506,028 |            |   |             | 13,014,783 |           
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | General and administrative    |                             |             | 6,995,560                 |            |      |             | 6,052,513  |            |   |             | 14,060,195 |            |   |             | 11,795,746 |           
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Depreciation and amortization |                             |             | 18,954,091                |            |      |             | 17,471,903 |            |   |             | 37,472,686 |            |   |             | 34,625,521 |           
|                                                                  |                               |                             |             |                           |            |      |             |            |            |   |             |            |            |   |             |           
|                                                                  |                               | Total operating expenses    |             |                           | 48,077,402 |      |             |            | 42,840,189 |   |             |            | 95,492,753 |   |             |            | 84,407,618 | 
|                                                                  |                               |                             |             |                           |            |      |             |            |            |   |             |            |            |   |             |           
|OPERATING LOSS                                                    |                               |                             | (2,010,034  | )                         |            |      | (1,864,145  | )          |            |   | (6,714,388  | )          |            |   | (7,541,324  | )         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|INTEREST EXPENSE                                                  |                               |                             | (15,445,605 | )                         |            |      | (16,077,777 | )          |            |   | (30,700,351 | )          |            |   | (33,202,034 | )         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|OTHER INCOME, net                                                 |                               |                             | 184,630     |                           |            |      | 633,147     |            |            |   | 584,396     |            |            |   | 1,328,422   |           
|                                                                  |                               |                             |             |                           |            |      |             |            |            |   |             |            |            |   |             |           
|LOSS BEFORE INCOME TAXES                                          |                               |                             | (17,271,009 | )                         |            |      | (17,308,775 | )          |            |   | (36,830,343 | )          |            |   | (39,414,936 | )         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|INCOME TAX BENEFIT                                                |                               |                             | 6,562,983   |                           |            |      | 6,577,335   |            |            |   | 13,995,530  |            |            |   | 14,977,677  |           
|                                                                  |                               |                             |             |                           |            |      |             |            |            |   |             |            |            |   |             |           
|NET LOSS                                                          |                               | $                           | (10,708,026 | )                         |            | $    | (10,731,440 | )          |            | $ | (22,834,813 | )          |            | $ | (24,437,259 | )         
|                                                                  |                               |                             |             |                           |            |      |             |            |            |   |             |            |            |   |             |           
|BASIC NET LOSS APPLICABLE TO COMMON STOCKHOLDER
	PER COMMON SHARE |                               | $                           | (107,080    | )                         |            | $    | (107,314    | )          |            | $ | (228,348    | )          |            | $ | (244,373    | )         
|                                                                  |                               |                             |             |                           |            |      |             |            |            |   |             |            |            |   |             |           
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                  |                               |                             | 100         |                           |            |      | 100         |            |            |   | 100         |            |            |   | 100         |           
|                                                                  |                               |                             |             |                           |            |      |             |            |            |   |             |            |            |   |             |           

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

4



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY






CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


(Unaudited)


|                                                                                  |                                                      |                                           |             |             |             |   |             |             |             |  
|--------------------------------------------------------------------------------- | ---------------------------------------------------- | ----------------------------------------- | ----------- | ----------- | ----------- | - | ----------- | ----------- | ----------- | -
|                                                                                  |                                                      |                                          
|                                                                                  |                                                      | Six Months Ended June 30,                
|                                                                                  |                                                      |                                          
|                                                                                  |                                                      | 2001                                      |             | 2000       
|                                                                                  |                                                      |                                           |             |            
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |                                                      |                                           |             |             |             |   |             |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Net loss                                                                          |                                                      | $                                         | (22,834,813 | )           |             | $ | (24,437,259 | )          
|Adjustments to reconcile net loss to net cash
	provided by operating activities  |                                                      |                                           |             |             |             |   |             |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Depreciation and amortization                        |                                           |             | 37,472,686  |             |   |             | 34,625,521  |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Amortization of financing costs                      |                                           |             | 2,617,504   |             |   |             | 2,604,759   |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Deferred income taxes                                |                                           |             | (14,262,305 | )           |   |             | (15,386,025 | )          
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Other                                                |                                           |             | 120,226     |             |   |             | (3,308      | )          
|Changes in current assets and
	liabilities                                       |                                                      |                                           |             |             |             |   |             |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accounts receivable                                  |                                           |             | (10,719     | )           |   |             | (4,922,715  | )          
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Other current assets                                 |                                           |             | (339,393    | )           |   |             | 1,329,455   |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accounts payable                                     |                                           |             | (2,024,730  | )           |   |             | 2,973,114   |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accrued expenses                                     |                                           |             | (687,949    | )           |   |             | 5,124,294   |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Deferred revenues and customer deposits              |                                           |             | 404,480     |             |   |             | 330,032     |            
|                                                                                  |                                                      |                                           |             |             |             |   |             |            
|                                                                                  |                                                      | Net cash provided by operating activities |             |             | 454,987     |   |             |             | 2,237,868   |  
|                                                                                  |                                                      |                                           |             |             |             |   |             |            
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |                                                      |                                           |             |             |             |   |             |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Capital expenditures                                 |                                           |             | (15,021,497 | )           |   |             | (17,427,788 | )          
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | (Decrease) increase in payable-affiliate             |                                           |             | (11,293,259 | )           |   |             | 4,233,806   |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Other investing activities                           |                                           |             | 158,304     |             |   |             | 223,095     |            
|                                                                                  |                                                      |                                           |             |             |             |   |             |            
|                                                                                  |                                                      | Net cash used in investing activities     |             |             | (26,156,452 | ) |             |             | (12,970,887 | )
|                                                                                  |                                                      |                                           |             |             |             |   |             |            
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |                                                      |                                           |             |             |             |   |             |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Proceeds from long-term debt                         |                                           |             | 55,500,000  |             |   |             | 10,000,000  |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Repayments of long-term debt                         |                                           |             | (63,625,000 | )           |   |             | (43,800,000 | )          
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Capital contributions                                |                                           |             | 15,000,000  |             |   |             | 33,300,000  |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Maturity of restricted investments, net of
	interest |                                           |             | 12,250,000  |             |   |             | 10,870,000  |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Other financing activities                           |                                           |             | (55,490     | )           |   |             | (25,812     | )          
|                                                                                  |                                                      |                                           |             |             |             |   |             |            
|                                                                                  |                                                      | Net cash provided by financing activities |             |             | 19,069,510  |   |             |             | 10,344,188  |  
|                                                                                  |                                                      |                                           |             |             |             |   |             |            
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                         |                                                      |                                           | (6,631,955  | )           |             |   | (388,831    | )          
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|CASH AND CASH EQUIVALENTS, beginning of period                                    |                                                      |                                           | 8,871,817   |             |             |   | 2,259,212   |            
|                                                                                  |                                                      |                                           |             |             |             |   |             |            
|CASH AND CASH EQUIVALENTS, end of period                                          |                                                      | $                                         | 2,239,862   |             |             | $ | 1,870,381   |            
|                                                                                  |                                                      |                                           |             |             |             |   |             |            
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                |                                                      |                                           |             |             |             |   |             |            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Cash paid for interest                               |                                           | $           | 29,597,679  |             |   | $           | 24,930,321  |            

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

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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 June 30, 2001 and December 31, 2000, the
condensed consolidated statements of operations for the three
and six months ended June 30, 2001 and 2000 and the
condensed consolidated statements of cash flows for the six
months ended June 30, 2001 and 2000 are unaudited. In the
opinion of management, such financial statements include all
adjustments, consisting only of normal recurring adjustments
necessary for a fair presentation of financial position, results
of operations, and cash flows for the periods presented.

The condensed consolidated balance sheet data at
December 31, 2000 was derived from audited financial
statements, but does not include all disclosures required by
generally accepted accounting principles. The financial
statements presented herein should be read in connection with
the Companys December 31, 2000 consolidated financial
statements included in the Companys 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 six months
ended June 30, 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 as of June 30, 2001.

3.  RECENTLY ISSUED ACCOUNTING
PRONOUNCEMENTS

In July 2001, the Financial Accounting
Standards Board, (FASB), issued Statements of
Financial Accounting Standards, (FAS), No. 141,
Business Combinations and No. 142,
Goodwill and Other Intangible Assets. These
standards prohibit the application of the pooling-of-interests
method of accounting for business combinations effective
June 30, 2001 and require companies to stop amortizing
existing goodwill and intangible assets with indefinite lives
effective January 1, 2002. In addition, any goodwill or
indefinite life intangible assets acquired between July 1,
2001 and December 31, 2001 would not be amortized. Under
the new rules, companies would test for impairment of goodwill
or indefinite life intangibles at least annually and would only
adjust the carrying amount of these intangible assets upon an
impairment of the goodwill or indefinite life intangible assets.
The Company has not yet determined the effect these new
accounting standards may have on the amortization of its
existing wireless license acquisition costs. These standards may
also require companies to stop amortizing intangible assets
associated with wireless licenses effective January 1,
2002, as those licenses may be considered intangible assets with
indefinite lives. The Company will be required to implement
these standards effective January 1, 2002.

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##### Table of Contents






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

The following discussion and analysis presents
factors, which we believe are relevant to an assessment and
understanding of our 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 June 30, 2001, our system covered a total population of
2.4 million and we had approximately 268,100 subscribers.
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.

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 has led to
reduction in rates for airtime. These declines have been
generally offset by significant increases in average minutes of
use per subscriber. We believe that the industry trend toward
increasing minutes of use per subscriber will continue to offset
declining revenues per minute of use due to the continued
popularity of single rate calling plans and the enhanced service
capacity of recently developed digital networks.

We derive roaming 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 23.9%,
23.8%, 23.4% and 23.9% of our revenue for the three months ended
June 30, 2001 and 2000, and the six months ended
June 30, 2001 and 2000, respectively. Roaming revenue
typically yields higher average per minute rates and higher
margins than revenue from our subscribers. We achieve these
higher margins because we incur relatively lower incremental
costs related to network operation, customer service and
collections in servicing roaming customers as compared to our
home subscribers. Our roaming yield (roaming revenue, which
includes airtime, toll charges and surcharges, divided by
roaming minutes of use) was $0.32, $0.37, $0.33 and $0.37 for
the three months ended June 30, 2001 and 2000, and the six
months ended June 30, 2001 and 2000, respectively. Roaming
revenue tends to be impacted by seasonality. We typically have
higher roaming revenue during the second and third quarters of
each year, as users tend to travel more and therefore use their
wireless phones more during the spring and summer months.
Despite the decline in our roaming yield, we have seen overall
roaming revenue increase due to increases 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 revenue is revenue from selling
wireless equipment to our subscribers.

Costs and Expenses

Our primary operating expense categories include
cost of service, cost of equipment, marketing and selling,
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 telephone equipment and accessories sold to
customers. In recent years, we and other wireless providers have
increased the use of discounts on phone equipment and free phone
promotions, as competition between service providers has
intensified. As a result, we have incurred, and expect to
continue to incur, losses on equipment sales, which have
resulted in increased

7



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##### Table of Contents



marketing and selling costs per gross additional
subscriber. While we expect to continue these discounts and
promotions, we believe that these promotions will result in
increased revenue from increases in the number of wireless
subscribers.


Our marketing and selling costs include
advertising, compensation paid to sales personnel and
independent agents and all other costs to market and sell
wireless products and services. We pay commissions to direct
sales personnel and independent 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 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 June 30, 2001
Compared to Three Months Ended June 30, 2000

Operating
revenue.For the three months
ended June 30, 2001, total operating revenue increased
$5.1 million, or 12.4%, to $46.1 million from
$41.0 million for the comparable period in 2000. Total
service, roaming and equipment and other revenue represented
72.5%, 23.9% and 3.6%, respectively, of total operating revenue
during the three months ended June 30, 2001 and 69.7%,
23.8%, and 6.5%, respectively, of total operating revenue during
the three months ended June 30, 2000.

The following table sets forth the components of
our operating revenue for the three months ended June 30,
2001 and 2000:

|                   |                             |                    |   |        |        |  |   |        |        | 
|------------------ | --------------------------- | ------------------ | - | ------ | ------ |  | - | ------ | ------ | 
|                   |                             |                   
|                   |                             | Three Months Ended
|                   |                             | June 30,          
|                   |                             |                   
|                   |                             | 2001               |   | 2000  
|                   |                             |                    |   |       
|                   |                             |                   
|                   |                             | ($ in thousands)  
|                  
|                  
|                  
|                  
|Operating revenue: |                             |                    |   |        |        |  |   |       
|                  
|                  
|                  
|                  
|                   | Service revenue             |                    | $ | 33,404 |        |  | $ | 28,568 |       
|                  
|                  
|                  
|                  
|                   | Roaming revenue             |                    |   | 10,996 |        |  |   | 9,751  |       
|                  
|                  
|                  
|                  
|                   | Equipment and other revenue |                    |   | 1,667  |        |  |   | 2,657  |       
|                   |                             |                    |   |        |        |  |   |       
|                   |                             | Total              |   | $      | 46,067 |  |   | $      | 40,976 | 
|                   |                             |                    |   |        |        |  |   |       

Service revenue increased $4.8 million, or
16.9%, to $33.4 million in the three months ended
June 30, 2001 from $28.6 million in the same period of
2000. This increase was primarily attributable to increased
penetration and usage. Our subscriber base increased 9.9% to
approximately 268,100 at June 30, 2001 from approximately
243,900 at June 30, 2000. The average monthly service
revenue per subscriber increased 7.7% to $42 for the three
months ended June 30, 2001 from $39 for the comparable
period in 2000. Our average monthly service revenue per
subscriber has been positively impacted by changes in the mix
between digital and analog subscribers in our subscriber base.
On June 30, 2001, 64.9% of our subscribers were on digital
rate plans compared to 17.2% at June 30, 2000. Our digital
rate plans typically produce higher service revenue per
subscriber and allow subscribers to use more minutes in a larger
home area than our analog rate plans.

Roaming revenue increased $1.2 million, or
12.8%, to $11.0 million in the three months ended
June 30, 2001 from $9.8 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.

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Equipment and other revenue decreased
$1.0 million, or 37.2%, to $1.7 million in the three
months ended June 30, 2001 from $2.7 million in the
same period of 2000. This decrease is due to an increase in
phone discounts during the three months ended June 30,
2001, as a result of more competitive markets.

Cost of
service.For the three months
ended June 30, 2001, the total cost of service increased
$2.7 million, or 32.4%, to $11.1 million from
$8.4 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, our digital subscribers use
more minutes than our analog subscribers. This increased usage
also increases the minutes used by our subscribers outside of
our markets, thus increasing the expenses we are charged by
third-party wireless providers.

Cost of
equipment.For the three months
ended June 30, 2001, cost of equipment decreased slightly
by $0.1 million, or 2.0%, to $4.8 million from
$4.9 million in the same period of 2000. This decrease is
due to a reduction in phone prices.

Marketing and selling
costs.Marketing and selling costs
increased $0.2 million, or 3.1%, to $6.2 million for
the three month period ended June 30, 2001, from
$6.0 million in the comparable period of 2000. This
increase resulted from an increase in the number of gross
subscriber additions and the related sales force compensation
expenses. The number of gross subscribers added in the second
quarter of 2001 increased 13.6% to 20,100, compared to
approximately 17,700 added in the second quarter of 2000.

General and administrative
expense.For the three months
ended June 30, 2001, general and administrative cost
increased $0.9 million, or 15.6%, to $7.0 million from
$6.1 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 $1.5 million, or 8.5%, to
$19.0 million in the three months ended June 30, 2001
from $17.5 million in the same period of 2000. This
increase is a result of additional depreciation on fixed assets
acquired in 2000 and 2001.

Interest
expense.For the three months
ended June 30, 2001, interest expense decreased
$0.7 million, or 3.9%, to $15.4 million from
$16.1 million in the same period of 2000. The decrease was
primarily a result of decreased interest rates and the reduction
of our outstanding balance on our revolving credit facility in
the three months ended June 30, 2001 compared to the same
period in 2000.

Six Months Ended June 30, 2001
Compared to Six Months Ended June 30, 2000

Operating
revenue.For the six months ended
June 30, 2001, total operating revenue increased
$11.9 million, or 15.5%, to $88.8 million from
$76.9 million for the comparable period in 2000. Total
service, roaming and equipment and other revenue represented
72.5%, 23.4% and 4.1%, respectively, of total operating revenue
during the six months ended June 30, 2001 and 69.9%, 23.9%,
and 6.2%, respectively, of total operating revenue during the
six months ended June 30, 2000.

The following table sets forth the components of
our operating revenue for the six months ended June 30,
2001 and 2000:

|                   |                             |                  |   |        |        |  |   |        |        | 
|------------------ | --------------------------- | ---------------- | - | ------ | ------ |  | - | ------ | ------ | 
|                   |                             |                 
|                   |                             | Six Months Ended
|                   |                             | June 30,        
|                   |                             |                 
|                   |                             | 2001             |   | 2000  
|                   |                             |                  |   |       
|                   |                             |                 
|                   |                             | ($ in thousands)
|                  
|                  
|                  
|                  
|Operating revenue: |                             |                  |   |        |        |  |   |       
|                  
|                  
|                  
|                  
|                   | Service revenue             |                  | $ | 64,360 |        |  | $ | 53,759 |       
|                  
|                  
|                  
|                  
|                   | Roaming revenue             |                  |   | 20,793 |        |  |   | 18,340 |       
|                  
|                  
|                  
|                  
|                   | Equipment and other revenue |                  |   | 3,625  |        |  |   | 4,767  |       
|                   |                             |                  |   |        |        |  |   |       
|                   |                             | Total            |   | $      | 88,778 |  |   | $      | 76,866 | 
|                   |                             |                  |   |        |        |  |   |       

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Service revenue increased $10.6 million, or
19.7%, to $64.4 million in the six months ended
June 30, 2001 from $53.8 million in the same period of
2000. This increase was primarily attributable to increased
penetration and usage. Our subscriber base increased 9.9% to
approximately 268,100 at June 30, 2001 from approximately
243,900 at June 30, 2000. The average monthly service
revenue per subscriber increased to $41 from $38 for the six
months ended June 30, 2001 compared to the same period in
2000. Our average monthly service revenue per subscriber has
been positively impacted by changes in the mix between digital
and analog subscribers in our subscriber base. On June 30,
2001, 64.9% of our subscribers were on digital rate plans
compared to 17.2% at June 30, 2000. Our digital rate plans
typically produce higher service revenue per subscriber and
allow subscribers to use more minutes in a larger home area than
our analog rate plans.

Roaming revenue increased $2.5 million, or
13.4%, to $20.8 million in the six months ended
June 30, 2001 from $18.3 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
$1.2 million, or 23.9%, to $3.6 million in the six
months ended June 30, 2001 from $4.8 million in the
same period of 2000. This decrease is due to increased phone
discounts for the six months ended June 30, 2001, as a
result of more competitive markets.

Cost of
service.For the six months ended
June 30, 2001, the total cost of service increased
$6.0 million, or 40.9%, to $20.7 million from
$14.7 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, our digital subscribers use
more minutes than our analog subscribers. This increased usage
also increases the minutes used by our subscribers outside of
our markets, thus increasing the expenses we are charged by
third-party wireless providers.

Cost of
equipment.For the six months
ended June 30, 2001, cost of equipment increased
$0.4 million, or 4.6%, to $10.7 million from
$10.3 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 $0.5 million, or 3.9%, to $12.5 million for
the six month period ended June 30, 2001, from
$13.0 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 six months ended
June 30, 2001, general and administrative cost increased
$2.3 million, or 19.2%, to $14.1 million from
$11.8 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 $2.9 million, or 8.2%, to
$37.5 million in the six months ended June 30, 2001
from $34.6 million in the same period of 2000. This
increase is a result of additional depreciation on fixed assets
acquired in 2000 and 2001.

Interest
expense.For the six months ended
June 30, 2001, interest expense decreased
$2.5 million, or 7.5%, to $30.7 million from
$33.2 million in the same period of 2000. The decrease was
primarily a result of decreased interest rates and the reduction
of our outstanding balance on our revolving credit facility in
the six months ended June 30, 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 June 30, 2001, we had working capital of
$9.1 million (a ratio of current assets to current
liabilities of 1.3:1) and an unrestricted cash balance of
$2.2 million, which compares to working capital of
$25.1 million (a

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##### Table of Contents



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 $0.5 million and $2.2 million for the six
month periods ended June 30, 2001, and 2000, respectively.
The decrease of $1.7 million was primarily due to the
change in current assets and liabilities.

Our net cash used in investing activities totaled
$26.2 million and $13.0 million for the six months
ended June 30, 2001, and 2000, respectively. The increase
of $13.2 million was primarily due to a decrease in
payables  affiliates.

Our net cash provided by financing activities was
$19.1 million and $10.3 million for the six month
period ended June 30, 2001 and 2000, respectively.
Financing activity for the six months ended June 30, 2001
consisted primarily of proceeds from long-term debt of
$55.5 million, a capital contribution from our parent
company, Dobson Communications, of $15.0 million and
maturities of restricted investments of $12.3 million,
offset by repayments of long-term debt totaling
$63.6 million.

Our capital expenditures were $15.0 million
for the six months ended June 30, 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.

Our credit facilities aggregate
$343.1 million, consisting of a $40.3 million reducing
revolving credit facility and $302.8 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 6.5% and 10.5% since inception.
As of June 30, 2001, we had $326.8 million outstanding
under our credit facility and we had $3.6 million of
availability. 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 June 30,
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 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.

Effect of New Accounting Standards

In July 2001, the Financial Accounting Standards
Board, (FASB), issued Statements of Financial
Accounting Standards, (FAS), No. 141,
Business Combinations and No. 142,
Goodwill and Other Intangible Assets. These
standards prohibit the application of the pooling-of-interests
method of accounting for business combinations effective
June 30, 2001 and require companies to stop amortizing
existing goodwill

11



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##### Table of Contents



and intangible assets with indefinite lives
effective January 1, 2002. In addition, any goodwill or
indefinite life intangible assets acquired between July 1,
2001 and December 31, 2001 would not be amortized. Under
the new rules, companies would test for impairment of goodwill
or indefinite life intangibles at least annually and would only
adjust the carrying amount of these intangible assets upon an
impairment of the goodwill or indefinite life intangible assets.
We have not yet determined the effect these new accounting
standards may have on the amortization of our existing wireless
license acquisition costs. These standards may also require
companies to stop amortizing intangible assets associated with
wireless licenses effective January 1, 2002, as those
licenses may be considered intangible assets with indefinite
lives. We will be required to implement these standards
effective January 1, 2002.


Forward-Looking Statements

The description of our plans set forth herein,
including planned capital expenditures and acquisitions, are
forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995. These plans involve a number of risks and uncertainties.
Important factors that could cause actual capital expenditures,
acquisition activity or our performance to differ materially
from the plans include, without limitation, our ability to
satisfy the financial covenants of our outstanding debt
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
June 30, 2001, we have determined that there was no
material market risk exposure to our consolidated financial
position, results of operations or cash flows as of
such date.

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##### Table of Contents






PART II.  OTHER
INFORMATION




Item 1.  Legal Proceedings

Not applicable




Item 2.  Changes in Securities and
Use of Proceeds

Not applicable




Item 3.  Defaults Upon Senior
Securities

Not applicable




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

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]    | 
|        | 10.1.1 |             |  | Cellular One License Agreement effective
	December 1, 1996, between Cellular One Group and Eric
	Cellular Telephone Company.                                                                                                                                                                                                          |  |  | (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] | 



---



|    |                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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

14



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##### Table of Contents






SIGNATURES

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



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

Date: August 13, 2001

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

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

Date: August 13, 2001

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

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

15