##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




---

Form 10-Q

|   |  |                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------
|þ  |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934 
|  
|   |  | For the quarterly period ended June 30,
    2003                                                
|  
|or
|  
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|  
|   |  | For the transition period
    from           to                                                 

Commission file no. 333-71051



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Dobson/ Sygnet

Communications Company


(Exact name of registrant as specified in its
charter)


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

(405) 529-8500

(Registrants telephone number, including
area code)


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

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

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

As of August 8, 2003, there were
100 shares of the registrants $1.00 par value
common stock outstanding, all of which were beneficially owned
by Dobson Communications Corporation.



---






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TABLE OF CONTENTS



|                                            |                                                                                               |                                                      |  |  |  |  |  | 
|------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION              
|                                            | Item 1. Financial Statements                                                                 
|                                            |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                                            |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     
|                                            |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                            |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                                            | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                            | Item 3. Quantitative and Qualitative Disclosure About Market Risk                            
|                                            | Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION                 
|                                            | Item 1. Legal Proceedings                                                                    
|                                            | Item 2. Changes in Securities and Use of Proceeds                                            
|                                            | Item 3. Defaults Upon Senior Securities                                                      
|                                            | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                            | Item 5. Other Information                                                                    
|                                            | Item 6. Exhibits and Reports on Form 8-K                                                     
|EX-31.1 Rule 13a-14(a) Certification by CEO
|EX-31.2 Rule 13a-14(a) Certification by CFO



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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, 2003 and December 31, 2002                           |  |    | 2 | 
|       |   |  |  |                                                                                           | Condensed Consolidated Statements of Operations
    for the Three and Six Months Ended June 30, 2003 and 2002 |  |    | 3 | 
|       |   |  |  |                                                                                           | Condensed Consolidated Statements of Cash Flows
    for the Six Months Ended June 30, 2003 and 2002           |  |    | 4 | 
|       |   |  |  |                                                                                           | Notes to Condensed Consolidated Financial
    Statements                                                      |  |    | 5 | 
|       | 2 |  |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations |                                                                                                               |  | 7  |  
|       | 3 |  |  | Quantitative and Qualitative Disclosure about
    Market Risk                             |                                                                                                               |  | 15 |  
|       | 4 |  |  | Controls and Procedures                                                                   |                                                                                                               |  | 15 |  
|       |   |  |  | PART II. OTHER INFORMATION                                                                |                                                                                                               |  |    |  
|       | 1 |  |  | Legal Proceedings                                                                         |                                                                                                               |  | 16 |  
|       | 2 |  |  | Changes in Securities and Use of Proceeds                                                 |                                                                                                               |  | 16 |  
|       | 3 |  |  | Defaults Upon Senior Securities                                                           |                                                                                                               |  | 16 |  
|       | 4 |  |  | Submission of Matters to a Vote of Security
    Holders                                   |                                                                                                               |  | 16 |  
|       | 5 |  |  | Other Information                                                                         |                                                                                                               |  | 16 |  
|       | 6 |  |  | Exhibits and Reports on Form 8-K                                                          |                                                                                                               |  | 16 |  

1



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##### Table of Contents






PART I. FINANCIAL
INFORMATION






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

DOBSON/ SYGNET COMMUNICATIONS
COMPANY






CONDENSED CONSOLIDATED BALANCE
SHEETS


|                                          |                                                                                                    |                |                             |                                             |            |             |             |              |            |             |             | 
|----------------------------------------- | -------------------------------------------------------------------------------------------------- | -------------- | --------------------------- | ------------------------------------------- | ---------- | ----------- | ----------- | ------------ | ---------- | ----------- | ----------- | 
|                                          |                                                                                                    | June 30,       |                             | December 31,                               
|                                          |                                                                                                    | 2003           |                             | 2002                                       
|                                          |                                                                                                    |                |                             |                                            
|                                          |                                                                                                    | (Unaudited)    |                             |                                            
|ASSETS                                   
|CURRENT ASSETS:                           |                                                                                                    |                |                             |                                             |            |             |             |             
|                                          | Cash and cash equivalents                                                                          |                | $                           | 5,690,911                                   |            |             | $           | 29,465,184   |           
|                                          | Accounts receivable                                                                               |                |                             |                                             |            |             |             |              |           
|                                          |                                                                                                    | Customers, net |                             |                                             | 18,654,997 |             |             |              | 17,941,235 |            
|                                          |                                                                                                    | Affiliate      |                             |                                             | 7,062,755  |             |             |              |           |            
|                                          | Inventory                                                                                          |                |                             | 1,846,757                                   |            |             |             | 1,811,730    |           
|                                          | Prepaid expenses and other                                                                         |                |                             | 1,529,344                                   |            |             |             | 1,245,641    |           
|                                          |                                                                                                    |                |                             |                                             |            |             |             |             
|                                          |                                                                                                    |                | Total current assets        |                                             |            | 34,784,764  |             |              |            | 50,463,790  |            
|                                          |                                                                                                    |                |                             |                                             |            |             |             |             
|PROPERTY, PLANT AND EQUIPMENT, net        |                                                                                                    |                | 81,251,283                  |                                             |            |             | 77,983,845  |             
|                                          |                                                                                                    |                |                             |                                             |            |             |             |             
|OTHER ASSETS:                             |                                                                                                    |                |                             |                                             |            |             |             |             
|                                          | Wireless license acquisition costs                                                                 |                |                             | 350,688,085                                 |            |             |             | 350,688,085  |           
|                                          | Deferred financing costs, net                                                                      |                |                             | 27,727,720                                  |            |             |             | 30,304,336   |           
|                                          | Customer list, net                                                                                 |                |                             | 4,444,642                                   |            |             |             | 8,889,285    |           
|                                          | Other                                                                                              |                |                             | 87,424                                      |            |             |             | 80,684       |           
|                                          |                                                                                                    |                |                             |                                             |            |             |             |             
|                                          |                                                                                                    |                | Total other assets          |                                             |            | 382,947,871 |             |              |            | 389,962,390 |            
|                                          |                                                                                                    |                |                             |                                             |            |             |             |             
|                                          |                                                                                                    |                |                             | Total assets                                |            | $           | 498,983,918 |              |            | $           | 518,410,025 | 
|                                          |                                                                                                    |                |                             |                                             |            |             |             |             
|LIABILITIES AND STOCKHOLDERS
    DEFICIT
|CURRENT LIABILITIES:                      |                                                                                                    |                |                             |                                             |            |             |             |             
|                                          | Accounts payable                                                                                   |                | $                           | 7,524,824                                   |            |             | $           | 8,303,165    |           
|                                          | Accounts payable  affiliates                                                                      |                |                             |                                            |            |             |             | 13,802,329   |           
|                                          | Accrued expenses                                                                                   |                |                             | 1,413,997                                   |            |             |             | 1,424,181    |           
|                                          | Accrued interest                                                                                   |                |                             | 4,628,324                                   |            |             |             | 5,277,896    |           
|                                          | Deferred revenue and customer deposits                                                             |                |                             | 5,346,520                                   |            |             |             | 5,174,787    |           
|                                          | Current portion of long-term debt                                                                  |                |                             | 35,625,000                                  |            |             |             | 28,250,000   |           
|                                          |                                                                                                    |                |                             |                                             |            |             |             |             
|                                          |                                                                                                    |                | Total current liabilities   |                                             |            | 54,538,665  |             |              |            | 62,232,358  |            
|                                          |                                                                                                    |                |                             |                                             |            |             |             |             
|OTHER LIABILITIES:                        |                                                                                                    |                |                             |                                             |            |             |             |             
|                                          | Long-term debt, net of current portion                                                             |                |                             | 431,511,754                                 |            |             |             | 457,136,754  |           
|                                          | Deferred income taxes                                                                              |                |                             | 25,725,244                                  |            |             |             | 20,602,954   |           
|STOCKHOLDERS DEFICIT:                    |                                                                                                    |                |                             |                                             |            |             |             |             
|                                          | Common stock, $1.00 par value,
    500 shares authorized and 100 shares issued and
    outstanding |                |                             | 100                                         |            |             |             | 100          |           
|                                          | Additional paid-in capital                                                                         |                |                             | 239,632,804                                 |            |             |             | 239,632,804  |           
|                                          | Retained deficit                                                                                   |                |                             | (252,424,649                                | )          |             |             | (261,194,945 | )         
|                                          |                                                                                                    |                |                             |                                             |            |             |             |             
|                                          |                                                                                                    |                | Total stockholders deficit |                                             |            | (12,791,745 | )           |              |            | (21,562,041 | )          
|                                          |                                                                                                    |                |                             |                                             |            |             |             |             
|                                          |                                                                                                    |                |                             | Total liabilities and stockholders deficit |            | $           | 498,983,918 |              |            | $           | 518,410,025 | 
|                                          |                                                                                                    |                |                             |                                             |            |             |             |             

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

2



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY






CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


|                                                                               |                                                                                                            |                             |            |                           |            |      |            |             |            |   |            |             |             |   |              |              |            | 
|------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------- | --------------------------- | ---------- | ------------------------- | ---------- | ---- | ---------- | ----------- | ---------- | - | ---------- | ----------- | ----------- | - | ------------ | ------------ | ---------- | 
|                                                                               |                                                                                                            |                             |            |                          
|                                                                               |                                                                                                            | Three Months Ended June 30, |            | Six Months Ended June 30,
|                                                                               |                                                                                                            |                             |            |                          
|                                                                               |                                                                                                            | 2003                        |            | 2002                      |            | 2003 |            | 2002       
|                                                                               |                                                                                                            |                             |            |                           |            |      |            |            
|                                                                               |                                                                                                            |                             |            |                          
|                                                                               |                                                                                                            | (Unaudited)                 |            | (Unaudited)              
|OPERATING REVENUE:                                                             |                                                                                                            |                             |            |                           |            |      |            |             |            |   |            |             |             |   |              |             
|                                                                               | Service revenue                                                                                            |                             | $          | 39,513,878                |            |      | $          | 37,096,881  |            |   | $          | 77,821,913  |             |   | $            | 71,172,977   |           
|                                                                               | Roaming revenue                                                                                            |                             |            | 12,103,670                |            |      |            | 12,516,007  |            |   |            | 22,857,007  |             |   |              | 22,834,844   |           
|                                                                               | Equipment and other revenue                                                                                |                             |            | 1,858,090                 |            |      |            | 1,298,334   |            |   |            | 3,507,903   |             |   |              | 2,667,981    |           
|                                                                               |                                                                                                            |                             |            |                           |            |      |            |             |            |   |            |             |             |   |              |             
|                                                                               |                                                                                                            | Total operating revenue     |            |                           | 53,475,638 |      |            |             | 50,911,222 |   |            |             | 104,186,823 |   |              |              | 96,675,802 | 
|                                                                               |                                                                                                            |                             |            |                           |            |      |            |             |            |   |            |             |             |   |              |             
|OPERATING EXPENSES:                                                            |                                                                                                            |                             |            |                           |            |      |            |             |            |   |            |             |             |   |              |             
|                                                                               | Cost of service (exclusive of items shown
    separately below)                                            |                             |            | 10,117,104                |            |      |            | 11,588,973  |            |   |            | 20,063,081  |             |   |              | 22,541,568   |           
|                                                                               | Cost of equipment                                                                                          |                             |            | 4,036,650                 |            |      |            | 4,430,887   |            |   |            | 7,617,664   |             |   |              | 8,858,489    |           
|                                                                               | Marketing and selling                                                                                      |                             |            | 5,512,882                 |            |      |            | 6,481,982   |            |   |            | 10,573,537  |             |   |              | 12,516,989   |           
|                                                                               | General and administrative                                                                                 |                             |            | 7,241,248                 |            |      |            | 6,979,876   |            |   |            | 15,204,654  |             |   |              | 13,490,123   |           
|                                                                               | Depreciation and amortization                                                                              |                             |            | 7,806,327                 |            |      |            | 7,011,233   |            |   |            | 15,392,906  |             |   |              | 13,750,991   |           
|                                                                               |                                                                                                            |                             |            |                           |            |      |            |             |            |   |            |             |             |   |              |             
|                                                                               |                                                                                                            | Total operating expenses    |            |                           | 34,714,211 |      |            |             | 36,492,951 |   |            |             | 68,851,842  |   |              |              | 71,158,160 | 
|                                                                               |                                                                                                            |                             |            |                           |            |      |            |             |            |   |            |             |             |   |              |             
|OPERATING INCOME                                                               |                                                                                                            |                             | 18,761,427 |                           |            |      | 14,418,271 |             |            |   | 35,334,981 |             |             |   | 25,517,642   |             
|                                                                               | Interest expense                                                                                           |                             |            | (10,463,080               | )          |      |            | (11,245,875 | )          |   |            | (21,038,563 | )           |   |              | (22,492,335  | )         
|                                                                               | Other (expense) income, net                                                                                |                             |            | (222,143                  | )          |      |            | 2,889       |            |   |            | (150,781    | )           |   |              | 3,242        |           
|                                                                               |                                                                                                            |                             |            |                           |            |      |            |             |            |   |            |             |             |   |              |             
|INCOME BEFORE INCOME TAXES                                                     |                                                                                                            |                             | 8,076,204  |                           |            |      | 3,175,285  |             |            |   | 14,145,637 |             |             |   | 3,028,549    |             
|                                                                               | Income tax expense                                                                                         |                             |            | (3,068,956                | )          |      |            | (1,206,609  | )          |   |            | (5,375,341  | )           |   |              | (1,150,849   | )         
|                                                                               |                                                                                                            |                             |            |                           |            |      |            |             |            |   |            |             |             |   |              |             
|INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
    ACCOUNTING PRINCIPLE          |                                                                                                            |                             | 5,007,248  |                           |            |      | 1,968,676  |             |            |   | 8,770,296  |             |             |   | 1,877,700    |             
|                                                                               | Cumulative effect of change in accounting
    principle, net of income tax benefit of $84,474,000 (Note 3) |                             |            |                          |            |      |            |            |            |   |            |            |             |   |              | (137,826,000 | )         
|                                                                               |                                                                                                            |                             |            |                           |            |      |            |             |            |   |            |             |             |   |              |             
|NET INCOME (LOSS)                                                              |                                                                                                            | $                           | 5,007,248  |                           |            | $    | 1,968,676  |             |            | $ | 8,770,296  |             |             | $ | (135,948,300 | )           
|                                                                               |                                                                                                            |                             |            |                           |            |      |            |             |            |   |            |             |             |   |              |             
|BASIC NET INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDER PER COMMON SHARE: |                                                                                                            |                             |            |                           |            |      |            |             |            |   |            |             |             |   |              |             
|                                                                               | Continuing operations                                                                                      |                             | $          | 50,072                    |            |      | $          | 19,687      |            |   | $          | 87,703      |             |   | $            | 18,777       |           
|                                                                               | Cumulative effect of change in accounting
    principle                                                    |                             |            |                          |            |      |            |            |            |   |            |            |             |   |              | (1,378,260   | )         
|                                                                               |                                                                                                            |                             |            |                           |            |      |            |             |            |   |            |             |             |   |              |             
|BASIC NET INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDER PER COMMON SHARE  |                                                                                                            | $                           | 50,072     |                           |            | $    | 19,687     |             |            | $ | 87,703     |             |             | $ | (1,359,483   | )           
|                                                                               |                                                                                                            |                             |            |                           |            |      |            |             |            |   |            |             |             |   |              |             
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                               |                                                                                                            |                             | 100        |                           |            |      | 100        |             |            |   | 100        |             |             |   | 100          |             
|                                                                               |                                                                                                            |                             |            |                           |            |      |            |             |            |   |            |             |             |   |              |             

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

3



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY






CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                                            |                                                                                                                                                   |                                        |                                           |             |             |             |            |             |            |             |  
|--------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ----------------------------------------- | ----------- | ----------- | ----------- | ---------- | ----------- | ---------- | ----------- | -
|                                                                            |                                                                                                                                                   |                                       
|                                                                            |                                                                                                                                                   | Six Months Ended June 30,             
|                                                                            |                                                                                                                                                   |                                       
|                                                                            |                                                                                                                                                   | 2003                                   |                                           | 2002       
|                                                                            |                                                                                                                                                   |                                        |                                           |            
|                                                                            |                                                                                                                                                   |                                       
|                                                                            |                                                                                                                                                   | (Unaudited)                           
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                                                                                                                                   |                                        |                                           |             |             |             |            |            
|                                                                            | Income before cumulative effect of change in
    accounting principle                                                                             |                                        | $                                         | 8,770,296   |             |             | $          | 1,877,700   |           
|                                                                            | Adjustments to reconcile income before cumulative
    effect of change in accounting principle to net cash provided by
    operating activities  |                                        |                                           |             |             |             |            |             |           
|                                                                            |                                                                                                                                                   | Depreciation and amortization          |                                           |             | 15,392,906  |             |            |             | 13,750,991 |            
|                                                                            |                                                                                                                                                   | Amortization of financing costs        |                                           |             | 2,628,977   |             |            |             | 2,623,275  |            
|                                                                            |                                                                                                                                                   | Deferred income taxes                  |                                           |             | 5,122,290   |             |            |             | 883,714    |            
|                                                                            |                                                                                                                                                   | Loss on disposition of assets, net     |                                           |             | 45,817      |             |            |             | 19,365     |            
|                                                                            | Changes in current assets and
    liabilities                                                                                                    |                                        |                                           |             |             |             |            |             |           
|                                                                            |                                                                                                                                                   | Accounts receivable                    |                                           |             | (7,776,517  | )           |            |             | (1,098,791 | )          
|                                                                            |                                                                                                                                                   | Other current assets                   |                                           |             | (318,730    | )           |            |             | 2,130,497  |            
|                                                                            |                                                                                                                                                   | Accounts payable                       |                                           |             | (16,305,073 | )           |            |             | (2,925,109 | )          
|                                                                            |                                                                                                                                                   | Accrued expenses                       |                                           |             | (659,756    | )           |            |             | (654,224   | )          
|                                                                            |                                                                                                                                                   | Deferred revenue and customer deposits |                                           |             | 171,733     |             |            |             | 462,275    |            
|                                                                            |                                                                                                                                                   |                                        |                                           |             |             |             |            |            
|                                                                            |                                                                                                                                                   |                                        | Net cash provided by operating activities |             |             | 7,071,943   |            |             |            | 17,069,693  |  
|                                                                            |                                                                                                                                                   |                                        |                                           |             |             |             |            |            
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                                                                                                                                   |                                        |                                           |             |             |             |            |            
|                                                                            | Capital expenditures                                                                                                                              |                                        |                                           | (12,539,987 | )           |             |            | (13,638,373 | )         
|                                                                            | Proceeds from sale of assets                                                                                                                      |                                        |                                           | 3,101       |             |             |            |            |           
|                                                                            | Decrease in payable  affiliates                                                                                                                  |                                        |                                           |            |             |             |            | (1,117,411  | )         
|                                                                            | Other investing activities                                                                                                                        |                                        |                                           | (6,969      | )           |             |            | 5,559       |           
|                                                                            |                                                                                                                                                   |                                        |                                           |             |             |             |            |            
|                                                                            |                                                                                                                                                   |                                        | Net cash used in investing activities     |             |             | (12,543,855 | )          |             |            | (14,750,225 | )
|                                                                            |                                                                                                                                                   |                                        |                                           |             |             |             |            |            
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                                                                                                                                   |                                        |                                           |             |             |             |            |            
|                                                                            | Repayments of long-term debt                                                                                                                      |                                        |                                           | (18,250,000 | )           |             |            | (11,625,000 | )         
|                                                                            | Proceeds from long-term debt                                                                                                                      |                                        |                                           |            |             |             |            | 7,500,000   |           
|                                                                            | Deferred financing costs                                                                                                                          |                                        |                                           | (52,361     | )           |             |            | (55,626     | )         
|                                                                            |                                                                                                                                                   |                                        |                                           |             |             |             |            |            
|                                                                            |                                                                                                                                                   |                                        | Net cash used in financing activities     |             |             | (18,302,361 | )          |             |            | (4,180,626  | )
|                                                                            |                                                                                                                                                   |                                        |                                           |             |             |             |            |            
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                   |                                                                                                                                                   |                                        | (23,774,273                               | )           |             |             | (1,861,158 | )          
|CASH AND CASH EQUIVALENTS, beginning of period                              |                                                                                                                                                   |                                        | 29,465,184                                |             |             |             | 4,286,325  |            
|                                                                            |                                                                                                                                                   |                                        |                                           |             |             |             |            |            
|CASH AND CASH EQUIVALENTS, end of period                                    |                                                                                                                                                   | $                                      | 5,690,911                                 |             |             | $           | 2,425,167  |            
|                                                                            |                                                                                                                                                   |                                        |                                           |             |             |             |            |            
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                          |                                                                                                                                                   |                                        |                                           |             |             |             |            |            
|                                                                            | Cash paid for                                                                                                                                    |                                        |                                           |             |             |             |            |             |           
|                                                                            |                                                                                                                                                   | Interest, net of amounts capitalized   |                                           | $           | 19,052,358  |             |            | $           | 19,625,790 |            
|                                                                            |                                                                                                                                                   | Income taxes                           |                                           | $           | 767,570     |             |            | $           | 810,806    |            
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
    FINANCING ACTIVITIES: |                                                                                                                                                   |                                        |                                           |             |             |             |            |            
|Transfer of fixed assets from affiliates                                    |                                                                                                                                                   | $                                      | 1,724,404                                 |             |             |             |           |            

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






NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)


The condensed consolidated balance sheets of
Dobson/ Sygnet Communications Company (the Company)
as of June 30, 2003, the condensed consolidated statements
of operations for the three and six months ended June 30,
2003 and 2002 and the condensed consolidated statements of cash
flows for the six months ended June 30, 2003 and 2002 are
unaudited. In the opinion of management, such financial
statements include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of
financial position, results of operations, and cash flows for
the periods presented.

The condensed consolidated balance sheet data at
December 31, 2002 was derived from audited financial
statements, but does not include all disclosures required by
generally accepted accounting principles. The financial
statements presented herein should be read in connection with
the Companys December 31, 2002 consolidated financial
statements included in the Companys Form 10-K for the
fiscal year ended December 31, 2002.



|   |             
|-- | ------------
|1. | Organization

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



|   |               
|-- | --------------
|2. | Long-Term Debt

The Company, through its wholly-owned subsidiary,
Sygnet Wireless, Inc., has credit facilities for an aggregate of
$293.0 million, consisting of a $29.3 million
revolving credit facility and $263.7 million of term loan
facilities. Interest on the revolving credit facility and the
term loan facilities is based on a prime rate or a LIBOR
formula, and has ranged between 3.5% and 10.5% since inception.
As of June 30, 2003, the Company had $267.1 million
outstanding under its credit facility and it had
$25.9 million of availability. Obligations under the credit
facility are secured by a pledge of the capital stock of the
Companys subsidiary as well as a lien on substantially all
of the Companys assets and the assets of its operating
subsidiary. The credit facility requires the maintenance of
certain financial ratios. The failure to maintain such ratios
would constitute an event of default, notwithstanding the
Companys ability to meet its debt service obligations. As
of June 30, 2003, the Company was in compliance with the
required financial ratios. In addition, the Companys
ability to borrow under the credit facility is limited by the
requirement that, on a quarterly basis, the amount available
under the credit facility will reduce until it terminates.

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

On May 19, 2003, the principal stockholder
of Dobson Communications, DCCLP, and certain of its affiliates,
entered into a new credit agreement with Bank of America, N.A.
This credit agreement, which matures in May 2006, had an
aggregate principal amount outstanding of $60 million as of
June 30, 2003. To secure their obligations under this
credit agreement, DCCLP and these affiliates individually
pledged certain assets, which included beneficial ownership of
shares of Dobson Communications class A and class B
common stock. However, the new agreement eliminates the risk of
a change of control of Dobson Communications related to a
possible future default on the DCCLP loan as DCCLP has retained
a sufficient number of shares of Dobson Communications
class B common stock that are no longer pledged as
collateral for DCCLPs loan

5



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

from Bank of America, so that a default under the
new credit agreement would not result in a change of control of
Dobson Communications or the Company. As a result, the
substantial doubt that existed as of December 31, 2002 and
March 31, 2003 regarding the Companys ability to
continue operating as a going concern no longer exists. Under
the terms of the new agreement with Bank of America, DCCLP
transferred 32.5 million shares of Dobson Communications
class A common stock to Bank of America.



|   |                                                  
|-- | -------------------------------------------------
|3. | Change in Accounting Principles and
    Practices

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



|   |              
|-- | -------------
|4. | Contingencies

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



|   |                  
|-- | -----------------
|5. | Reclassifications

Certain reclassifications have been made to the
previously presented 2002 balances to conform them to the
current presentation.

6



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##### Table of Contents








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

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

Overview

We own and operate rural and suburban wireless
communication systems serving a large cluster of properties. As
of June 30, 2003, our systems covered a total population of
approximately 2.4 million and we had 333,000 subscribers.
Our wireless systems are located in Youngstown, Ohio and Erie,
Pennsylvania, and in primarily rural and suburban areas between
the Cleveland, Akron-Canton, Pittsburgh, Buffalo and Rochester
metropolitan areas.

Subscribers

Our subscriber base contains three types of
subscribers; post-paid, reseller and pre-paid. Post-paid
subscribers account for the largest portion of our subscriber
base, at 98.0%. These subscribers pay a monthly access fee for a
wireless service plan that generally includes a fixed amount of
minutes and certain service features. In addition to the monthly
access fee, these subscribers are typically billed in arrears
for long-distance charges, roaming charges and rate plan
overages. Our reseller subscribers are similar to our post-paid
subscribers in that they pay monthly fees to utilize our network
and services; however, these subscribers are billed by a third
party (reseller), who has effectively resold our service to the
end user (subscriber). We in turn bill the third party for the
monthly usage of the end user. The reseller base accounts for
1.4% of our total subscriber base. Our pre-paid subscribers,
which account for less than 1.0% of our subscriber base, are
subscribers that pre-pay for an agreed upon amount of minutes.

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

Revenue

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

We derive service revenue primarily by providing
wireless services to our subscribers. The industry has
experienced a trend of declining average revenue per minute as
competition among wireless service providers has led to
reductions in rates for airtime. The yield on our service
revenue (service revenue divided by subscriber minutes-of-use)
was $0.19 per minute for the three months ended
June 30, 2003, $0.23 per minute for the three months
ended June 30, 2002, $0.20 per minute for the six
months ended June 30, 2003 and $0.24 per minute for
the six months ended June 30, 2002. These declines have
been generally offset by increases in average minutes-of-use per
subscriber. The average minutes-of-use per subscriber increased
13.4% and 15.5% for the three and six months ended June 30,
2003 compared to the same periods in 2002. We believe that the
industry trend of increasing minutes-of-use per subscriber will
continue to offset declining revenues per minute-of-use due to
the continued popularity of calling plans which offer a large
number of included minutes and the enhanced service capacity of
recently developed digital networks.

We derive roaming revenue by providing service to
subscribers of other wireless providers when those subscribers
roam into our markets and use our systems to carry
their calls. Roaming accounted for 22.6% of our operating
revenue for the three months ended June 30, 2003, 24.6% for
the three months ended June 30, 2002, 21.9% for the six
months ended June 30, 2003 and 23.6% for the six months
ended June 30, 2002. Roaming revenues have typically had
higher margins than revenues from our subscribers. We achieve
these higher margins because we incur relatively lower
incremental costs related to network operation, billing,
customer service and collections in servicing roaming customers
as compared to our home subscribers. However, even though
roaming revenue produces higher margins than revenue from our
subscribers, the yields are declining due to increased market
pressures and competition between wireless providers. Our roaming

7



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##### Table of Contents



yield (roaming revenue, which includes airtime,
toll charges and surcharges, divided by roaming minutes of use)
was $0.22 for the three months ended June 30, 2003, $0.25
for the three months ended June 30, 2002, $0.21 for the six
months ended June 30, 2003, and $0.25 for the six months
ended June 30, 2002. We believe that the trend of
increasing roaming minutes will continue to at least partially
offset declining roaming yields. Roaming minutes increased 12.1%
and 17.9% for the three and six months ended June 30, 2003
compared to the same periods in 2002. Roaming yields are
decreasing as a result of new contracts and scheduled rate
reductions in existing contracts. We believe these roaming
contracts are beneficial because they secure existing traffic
and provide opportunity for a continuing increase in the volume
of traffic. Roaming revenue tends to be impacted by seasonality.
We typically have higher roaming revenue during the second and
third quarters of each year, as users tend to travel more and,
therefore, use their wireless phones more during the spring and
summer months.


We include long-distance revenue in service
revenue and roaming revenue. Equipment revenue is revenue from
selling wireless equipment to our subscribers. Equipment revenue
is recognized when the equipment is delivered to the customer.
Our ability to sell wireless equipment is independent of our
ability to offer wireless services to our customers; therefore,
we consider equipment sales to be a separate earnings process
and account for it accordingly.

Costs and Expenses

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

Our cost of service consists primarily of costs
to operate and maintain our facilities utilized in providing
service to customers and amounts paid to third-party wireless
providers for providing service to our subscribers when our
subscribers roam into their markets, referred to as
roaming costs. Consistent with the trend of
declining roaming revenue per minute, our roaming expense per
minute has declined as well. This decline in expense per minute
has contributed significantly to the recent trend of declining
cost of service.

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

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

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

Our depreciation and amortization expense
represents the costs associated with the depreciation of our
fixed assets and the amortization of certain intangible assets.

Critical Accounting Policies and
Practices

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

Our general and administrative expenses and
certain other operating expenses include all infrastructure
costs, including costs for customer support, billing,
collections and corporate administration, all of which are
provided by our parent, Dobson Communications. Dobson
Communications shares these costs with us based

8



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##### Table of Contents



primarily on the estimated subscribers and
populations in our respective licensed areas. If there were a
change in the method used to allocate shared costs between
Dobson Communications and us, the change could have a
significant impact on our results of operations.


We depreciate our property, plant and equipment
and amortize our customer lists and certain other definite life
intangible assets over their useful lives. These useful lives
are based on our estimates of the period that the assets will
generate revenue. Our policy was to review the carrying value of
our long-lived assets and certain identifiable intangibles
whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. With the January 2002
implementation of SFAS No. 142, Goodwill and
Other Intangible Assets, which requires companies to cease
the amortization of existing goodwill and intangible assets with
indefinite lives, we reassessed the useful lives of our
intangible assets. A significant portion of our intangible
assets is classified as Wireless license acquisition
costs, which represents our costs associated with
acquiring our FCC licenses. These licenses allow us to provide
wireless services by giving us the exclusive right to utilize
certain radio frequency spectrum. Although the FCC licenses are
issued for only a fixed time, generally ten years, these
licenses are renewed by the FCC on a routine basis and for a
nominal fee. In addition, we have determined that there are no
legal, regulatory, contractual, competitive, economic or other
factors that limit the useful life of these FCC licenses. As a
result, our wireless license acquisition costs are treated as
indefinite life intangible assets. Therefore, upon implementing
SFAS No. 142 in its entirety on January 1, 2002,
we ceased the amortization of wireless license acquisition costs
and now test for impairment of wireless license acquisition
costs at least annually and only adjust the carrying amount of
these intangible assets upon an impairment of wireless license
acquisition costs. We also determine on an annual basis whether
facts and circumstances continue to support an indefinite useful
life.

This change in policy has and may continue to
have a significant impact to our results of operations and
financial position. Through December 31, 2001, as stated
above, our accounting policy for impairment of long-lived assets
was to review the carrying value of our long-lived assets and
certain identifiable intangible assets whenever events or
changes in circumstances indicate that the carrying value may
not be recoverable. If such circumstances were deemed to exist,
the carrying value of the asset would be compared to the
estimated undiscounted future cash flows generated by the asset.
Our definite life assets will continue to be amortized over
their estimated useful lives and are subject to the same
criteria. As a result of fully implementing
SFAS No. 142 on January 1, 2002, we are now
required to evaluate the carrying value of our indefinite life
intangible assets using their fair values, at least annually. To
complete this evaluation, we first performed a comparison of the
carrying amount of our wireless license acquisition costs to the
fair value of those assets. For purposes of this comparison, it
is our policy to aggregate our wireless license acquisition
costs. We determined the fair value of our wireless license
acquisition costs based on their estimated future discounted
cash flows. Based on the comparison we performed upon
implementation, we determined that the carrying amount of our
wireless license acquisition costs exceeded their estimated fair
value. Therefore, upon implementation of this new pronouncement
in its entirety, we recorded a charge, net of income tax
benefit, of $137.8 million to reflect the write-down of our
wireless license acquisition costs to their fair value.

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.

9



---



##### Table of Contents





| |                                                                                  
| | ---------------------------------------------------------------------------------
| | Three Months Ended June 30, 2003
    Compared to Three Months Ended June 30, 2002

Operating revenues.For the three months ended
June 30, 2003, our total operating revenue increased
$2.6 million, or 5.0%, to $53.5 million from
$50.9 million for the comparable period in 2002. The
following table sets forth the components of our revenue for the
periods indicated:

|                            |       |                             |        |            |  |        |       |            |  |   |        |        |  |  |       |        | 
|--------------------------- | ----- | --------------------------- | ------ | ---------- |  | ------ | ----- | ---------- |  | - | ------ | ------ |  |  | ----- | ------ | 
|                            |       |                            
|                            |       | Three Months Ended June 30,
|                            |       |                            
|                            |       |                             |        |           
|                            |       | 2003                        |        | 2002      
|                            |       |                             |        |           
|                            |       | Amount                      |        | Percentage |  | Amount |       | Percentage
|                            |       |                             |        |            |  |        |       |           
|                            |       |                            
|                            |       | ($ in thousands)           
|Service revenue             |       | $                           | 39,514 |            |  |        | 73.9% |            |  | $ | 37,097 |        |  |  | 72.9% |       
|Roaming revenue             |       |                             | 12,104 |            |  |        | 22.6% |            |  |   | 12,516 |        |  |  | 24.6% |       
|Equipment and other revenue |       |                             | 1,858  |            |  |        | 3.5%  |            |  |   | 1,298  |        |  |  | 2.5%  |       
|                            |       |                             |        |            |  |        |       |            |  |   |        |        |  |  |       |       
|                            | Total |                             | $      | 53,476     |  |        |       | 100.0%     |  |   | $      | 50,911 |  |  |       | 100.0% | 
|                            |       |                             |        |            |  |        |       |            |  |   |        |        |  |  |       |       

For the three months ended June 30, 2003,
our service revenue increased $2.4 million, or 6.5%, to
$39.5 million from $37.1 million for the three months
ended June 30, 2002. This increase was attributable to
increased penetration and usage. Our average subscriber base
increased 10.4% to 323,900 for the three months ended
June 30, 2003 from 293,400 for the three months ended
June 30, 2002. Our average monthly service revenue per
subscriber decreased to $40 for the three months ended
June 30, 2003, compared to $42 for the three months ended
June 30, 2002 due to increased competition and market
pressure.

For the three months ended June 30, 2003,
our roaming revenue decreased $0.4 million, or 3.3%, to
$12.1 million from $12.5 million for the three months
ended June 30, 2002. This decline in revenue was
attributable to a 13.7% decline in our roaming revenue per
minute-of-use, partially offset by a 12.1% increase in roaming
minutes in our markets. The increase in roaming minutes, along
with the decline in our roaming yield, have resulted from
roaming agreements we have entered into which encourage our
roaming partners to send us additional traffic by offering them
reduced roaming rates.

For the three months ended June 30, 2003,
our equipment and other revenue increased $0.6 million, or
43.1%, to $1.9 million from $1.3 million for the three
months ended June 30, 2002. This increase primarily
resulted from an increased amount of wireless equipment upgrades
during the three months ended June 30, 2003 compared to the
same period in 2002.

Cost of Service.For
the three months ended June 30, 2003, our total cost of
service decreased $1.5 million, or 12.7%, to
$10.1 million from $11.6 million for the comparable
period in 2002. The following table sets forth the components of
our cost of service for the periods indicated:

|              |                       |                             |       |            |  |        |       |            |  |   |       |        |  |  |       |        | 
|------------- | --------------------- | --------------------------- | ----- | ---------- |  | ------ | ----- | ---------- |  | - | ----- | ------ |  |  | ----- | ------ | 
|              |                       |                            
|              |                       | Three Months Ended June 30,
|              |                       |                            
|              |                       |                             |       |           
|              |                       | 2003                        |       | 2002      
|              |                       |                             |       |           
|              |                       | Amount                      |       | Percentage |  | Amount |       | Percentage
|              |                       |                             |       |            |  |        |       |           
|              |                       |                            
|              |                       | ($ in thousands)           
|Network costs |                       | $                           | 5,571 |            |  |        | 55.1% |            |  | $ | 6,136 |        |  |  | 52.9% |       
|Roaming costs |                       |                             | 4,546 |            |  |        | 44.9% |            |  |   | 5,453 |        |  |  | 47.1% |       
|              |                       |                             |       |            |  |        |       |            |  |   |       |        |  |  |       |       
|              | Total cost of service |                             | $     | 10,117     |  |        |       | 100.0%     |  |   | $     | 11,589 |  |  |       | 100.0% | 
|              |                       |                             |       |            |  |        |       |            |  |   |       |        |  |  |       |       

For the three months ended June 30, 2003,
our network costs, which are the costs incurred from operating
our wireless network and providing service to our customers,
decreased $0.5 million, or 9.2%, to $5.6 million from
$6.1 million for the comparable period in 2002. This
decrease primarily resulted from credits received from certain
of our network service providers and renegotiated lower local
access rates charged to us by third-party providers for use of
local access across the network.

For the three months ended June 30, 2003,
roaming costs decreased by $1.0 million, or 16.6%, to
$4.5 million from $5.5 million compared to the same
period in 2002. This decrease was the result of a 22.6% decline
in rates charged by third-party wireless providers resulting
from new lower rate agreements, offset by a 7.8% increase in the
minutes used by our customers on those providers networks.

10



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##### Table of Contents



Cost of equipment.For the three months ended
June 30, 2003, our cost of equipment decreased
$0.4 million, or 8.9%, to $4.0 million from
$4.4 million for the three months ended June 30, 2002,
primarily as a result of a decrease in gross subscriber
additions. Gross subscriber additions totaled 15,100 for the
three months ended June 30, 2003 compared to gross
subscriber additions of 22,000 for the three months ended
June 30, 2002.

Marketing and selling costs.For the three months ended
June 30, 2003, our marketing and selling costs decreased
$1.0 million, or 15.0%, to $5.5 million from
$6.5 million for the three months ended June 30, 2002.
In addition, as a percentage of total operating revenue,
marketing and selling costs decreased to 10.3% for the three
months ended June 30, 2003 from 12.7% for the three months
ended June 30, 2002. This is a result of efficiencies
gained from centralized marketing functions with our parent,
Dobson Communications, and a decrease in gross subscriber
additions.

General and administrative costs.For the three months ended
June 30, 2003, our general and administrative costs
increased $0.2 million, or 3.7%, to $7.2 million from
$7.0 million for the three months ended June 30, 2002.
This increase was the result of increased infrastructure costs,
including customer service, billing, collections and
administrative costs as a result of the overall growth of our
business. Our overall monthly general and administrative costs
per average subscriber decreased to approximately $7 for the
three months ended June 30, 2003 compared to approximately
$8 for the three months ended June 30, 2002.

Depreciation and amortization expense.For the three months ended
June 30, 2003, our depreciation and amortization expense
increased $0.8 million, or 11.3%, to $7.8 million from
$7.0 million for the comparable period in 2002. This
increase is a result of additional depreciation on fixed assets
acquired in 2002 and the first six months of 2003.

Interest expense.For the three months ended
June 30, 2003, our interest expense decreased
$0.7 million, or 7.0%, to $10.5 million from
$11.2 million for the three months ended June 30,
2002. This decrease is a result of decreased variable interest
rates and the reduction of the outstanding balance on our credit
facility.

Net income.For the
three months ended June 30, 2003 our net income increased
$3.0 million to $5.0 million from $2.0 million
for the three months ended June 30, 2002. This increase in
net income was a result of our overall increase in operating
income.



| |                                                                              
| | -----------------------------------------------------------------------------
| | Six Months Ended June 30, 2003
    Compared to Six Months Ended June 30, 2002

Operating revenues.For the six months ended June 30,
2003, our total operating revenue increased $7.5 million,
or 7.8%, to $104.2 million from $96.7 million for the
comparable period in 2002. The following table sets forth the
components of our revenue for the periods indicated:

|                            |       |                           |        |            |  |        |       |            |  |   |        |        |  |  |       |        | 
|--------------------------- | ----- | ------------------------- | ------ | ---------- |  | ------ | ----- | ---------- |  | - | ------ | ------ |  |  | ----- | ------ | 
|                            |       |                          
|                            |       | Six Months Ended June 30,
|                            |       |                          
|                            |       |                           |        |           
|                            |       | 2003                      |        | 2002      
|                            |       |                           |        |           
|                            |       | Amount                    |        | Percentage |  | Amount |       | Percentage
|                            |       |                           |        |            |  |        |       |           
|                            |       |                          
|                            |       | ($ in thousands)         
|Service revenue             |       | $                         | 77,822 |            |  |        | 74.7% |            |  | $ | 71,173 |        |  |  | 73.6% |       
|Roaming revenue             |       |                           | 22,857 |            |  |        | 21.9% |            |  |   | 22,835 |        |  |  | 23.6% |       
|Equipment and other revenue |       |                           | 3,508  |            |  |        | 3.4%  |            |  |   | 2,668  |        |  |  | 2.8%  |       
|                            |       |                           |        |            |  |        |       |            |  |   |        |        |  |  |       |       
|                            | Total |                           | $      | 104,187    |  |        |       | 100.0%     |  |   | $      | 96,676 |  |  |       | 100.0% | 
|                            |       |                           |        |            |  |        |       |            |  |   |        |        |  |  |       |       

For the six months ended June 30, 2003, our
service revenue increased $6.6 million, or 9.3%, to
$77.8 million from $71.2 million for the six months
ended June 30, 2002. This increase was attributable to
increased penetration and usage. Our average subscriber base
increased 10.8% to 322,000 for the six months ended
June 30, 2003 from 290,500 for the six months ended
June 30, 2002. Our average monthly service revenue per
subscriber decreased 2.4% to $40 for the six months ended
June 30, 2003 compared to $41 for the six months ended
June 30, 2002, due to increased competition and market
pressure.

11



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For the six months ended June 30, 2003, our
roaming revenue increased $0.1 million, or 0.1%, to
$22.9 million from $22.8 million for the six months
ended June 30, 2002. This increase was primarily
attributable to a 17.9% increase in roaming minutes in our
markets due to expanded coverage areas and increased usage,
offset by a 15.1% decline in our roaming revenue per
minute-of-use.

For the six months ended June 30, 2003, our
equipment and other revenue increased $0.8 million, or
31.5%, to $3.5 million from $2.7 million for the six
months ended June 30, 2002. This increase primarily
resulted from an increased amount of wireless equipment upgrades
during the six months ended June 30, 2003 compared to the
same period in 2002.

Cost of service.For
the six months ended June 30, 2003, our total cost of
service decreased $2.4 million, or 11.0%, to
$20.1 million from $22.5 million for the comparable
period in 2002. The following table sets forth the components of
our cost of service for the periods indicated:

|              |                       |                           |        |            |  |        |       |            |  |   |        |        |  |  |       |        | 
|------------- | --------------------- | ------------------------- | ------ | ---------- |  | ------ | ----- | ---------- |  | - | ------ | ------ |  |  | ----- | ------ | 
|              |                       |                          
|              |                       | Six Months Ended June 30,
|              |                       |                          
|              |                       |                           |        |           
|              |                       | 2003                      |        | 2002      
|              |                       |                           |        |           
|              |                       | Amount                    |        | Percentage |  | Amount |       | Percentage
|              |                       |                           |        |            |  |        |       |           
|              |                       |                          
|              |                       | ($ in thousands)         
|Network costs |                       | $                         | 11,475 |            |  |        | 57.2% |            |  | $ | 11,812 |        |  |  | 52.4% |       
|Roaming costs |                       |                           | 8,588  |            |  |        | 42.8% |            |  |   | 10,730 |        |  |  | 47.6% |       
|              |                       |                           |        |            |  |        |       |            |  |   |        |        |  |  |       |       
|              | Total cost of service |                           | $      | 20,063     |  |        |       | 100.0%     |  |   | $      | 22,542 |  |  |       | 100.0% | 
|              |                       |                           |        |            |  |        |       |            |  |   |        |        |  |  |       |       

For the six months ended June 30, 2003, our
network costs, which are the costs incurred from operating our
wireless network and providing service to our customers,
decreased $0.3 million, or 2.9%, to $11.5 million from
$11.8 million for the comparable period in 2002. This
decrease primarily resulted from credits received from certain
of our network service providers and renegotiated lower local
access rates charged to us by third-party providers for use of
local access across the network.

For the six months ended June 30, 2003,
roaming costs decreased by $2.1 million, or 20.0%, to
$8.6 million from $10.7 million compared to the same
period in 2002. This decrease was the result of a 26.6% decline
in rates charged by third-party wireless providers resulting
from new lower rate agreements, offset by a 9.0% increase in the
minutes used by our customers on those providers networks.

Cost of equipment.For the six months ended June 30,
2003, our cost of equipment decreased $1.3 million, or
14.0%, to $7.6 million from $8.9 million for the six
months ended June 30, 2002, primarily as a result of a
decrease in gross subscriber additions. Gross subscriber
additions totaled 29,400 for the six months ended June 30,
2003 compared to gross subscriber additions of 43,900 for the
six months ended June 30, 2002.

Marketing and selling costs.For the six months ended June 30,
2003 and 2002, our marketing and selling costs decreased
$1.9 million, or 15.5%, to $10.6 million from
$12.5 million for the six months ended June 30, 2002.
In addition, as a percentage of total operating revenue,
marketing and selling costs decreased to 10.2% for the six
months ended June 30, 2003 from 13.0% for the six months
ended June 30, 2002. This is a result of efficiencies
gained from centralized functions with our parent, Dobson
Communications, and a decrease in gross subscriber additions.

General and administrative costs.For the six months ended June 30,
2003, our general and administrative costs increased
$1.7 million, or 12.7%, to $15.2 million from
$13.5 million for the six months ended June 30, 2002.
This increase was the result of increased infrastructure costs,
including customer service, billing, collections and
administrative costs as a result of the overall growth of our
business. Our overall monthly general and administrative costs
per average subscriber remained constant at approximately $8 for
the six months ended June 30, 2003 and 2002.

Depreciation and amortization expense.For the six months ended June 30,
2003, our depreciation and amortization expense increased
$1.6 million, or 11.9%, to $15.4 million from
$13.8 million for the comparable period in 2002. This
increase is a result of additional depreciation on fixed assets
acquired in 2002 and the first six months of 2003.

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Interest expense.For the six months ended June 30,
2003, our interest expense decreased $1.5 million, or 6.5%,
to $21.0 million from $22.5 million for the six months
ended June 30, 2002. This decrease is a result of decreased
variable interest rates and the reduction of the outstanding
balance on our revolving credit facility.

Cumulative effect of change in accounting
principle.For the six months ended
June 30, 2002, we recognized an impairment on our wireless
license acquisition costs of approximately $137.8 million,
net of tax benefit, as a result of implementing
SFAS No. 142 Goodwill and Other Intangible
Assets.

Net income (loss).For the six months ended June 30,
2003, our net income was $8.8 million compared to a net
loss of $135.9 million for the six months ended
June 30, 2002. This increase in net income during the six
months ended June 30, 2003, resulted primarily from the
recognition of impairments of our intangible assets in 2002
totaling $137.8 million and an increase in operating income
during 2003.

Liquidity and Capital Resources

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

At June 30, 2003, we had a working capital
deficit of $19.8 million (a ratio of current assets to
current liabilities of 0.6:1) and an unrestricted cash balance
of $5.7 million, which compares to working capital deficit
of $11.8 million (a ratio of current assets to current
liabilities of 0.8:1) and an unrestricted cash balance of
$29.5 million at December 31, 2002.

Our net cash provided by operating activities
totaled $7.1 million for the six months ended June 30,
2003 compared to $17.1 million for the six months ended
June 30, 2002. The decrease is primarily due to the changes
in our current assets and liabilities.

Our net cash used in investing activities totaled
$12.5 million for the six months ended June 30, 2003
compared to $14.8 million for the six months ended
June 30, 2002. This decrease resulted primarily from the
payment of amounts due to affiliates for the six months ended
June 30, 2002. Capital expenditures for the six months
ended June 30, 2003 were $12.5 million compared to
$13.6 million for the six months ended June 30, 2002.

Net cash used in financing activities was
$18.3 million for the six months ended June 30, 2003
compared to $4.2 million for the six months ended
June 30, 2002. Financing activity uses for the six months
ended June 30, 2003 consisted primarily of repayments of
long-term debt totaling $18.3 million. Financing activity
uses for the six months ended June 30, 2002, consisted
primarily of repayments of long-term debt totaling
$11.6 million, offset by proceeds from long-term debt of
$7.5 million.

Our capital expenditures were $12.5 million
for the six months ended June 30, 2003. We are expecting
approximately $25 million to $30 million for capital
expenditures during 2003. The amount and timing of capital
expenditures may vary depending on the rate at which we expand
and develop our wireless systems and whether we consummate
additional acquisitions.

Through our wholly-owned subsidiary, Sygnet
Wireless, Inc., we have credit facilities, for an aggregate of
$293.0 million, consisting of a $29.3 million
revolving credit facility and $263.7 million of term loan
facilities. Interest on the revolving credit facility and the
term loan facilities is based on a prime rate or a LIBOR
formula. The weighted average interest rate for the six months
ended June 30, 2003 was 4.3% and interest rates have ranged
between 3.5% and 10.5% since inception of the credit facility.
As of June 30, 2003, we had $267.1 million outstanding
under our credit facility and we had $25.9 million of
availability. Obligations under our facility are secured by a
pledge of the capital stock of our subsidiary as well as a lien
on substantially all of our assets and the assets of our
operating subsidiary. The credit facility requires that we
maintain certain financial ratios. The failure to maintain such
ratios would constitute an event of default, notwithstanding our
ability to meet our debt service obligations. As of
June 30, 2003, we were in compliance with the required

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financial ratios. In addition, our ability to
borrow under our credit facility is limited by the requirement
that, on a quarterly basis, the amount available under our
credit facility will reduce until it terminates.


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

On May 19, 2003, the principal stockholder
of Dobson Communications, DCCLP, and certain of its affiliates,
entered into a new credit agreement with Bank of America, N.A.
This credit agreement, which matures in May 2006, had an
aggregate principal amount outstanding of $60 million as of
June 30, 2003. To secure their obligations under this
credit agreement, DCCLP and these affiliates individually
pledged certain assets, which included beneficial ownership of
shares of Dobson Communications class A and class B
common stock. However, the new agreement eliminates the risk of
a change of control of Dobson Communications related to a
possible future default on the DCCLP loan as DCCLP has retained
a sufficient number of shares of Dobson Communications
class B common stock that are no longer pledged as
collateral for DCCLPs loan from Bank of America, so that a
default under the new credit agreement would not result in a
change of control of Dobson Communications or us. As a result,
the substantial doubt that existed as of December 31, 2002
and March 31, 2003 regarding our ability to continue
operating as a going concern no longer exists. Under the terms
of the new agreement with Bank of America, DCCLP transferred
32.5 million shares of Dobson Communications class A
common stock to Bank of America.

Although we cannot provide you any assurance, we
believe that, assuming successful implementation of our
strategy, including the further development of our wireless
systems and significant and sustained growth in our cash flow,
borrowings under our bank facility and cash flow from operations
will be sufficient to satisfy our capital expenditure, working
capital and debt service obligations for the next twelve months.
We will need to refinance our bank facility and the senior notes
at their maturities, which begin in 2006. Our ability to do so
will depend on, among other things, our financial condition at
the time, the restrictions in the instruments governing our
indebtedness and other factors, including market conditions
beyond our control. The actual amount and timing of our future
capital requirements may differ materially from our estimates as
a result of, among other things, the demand for our services and
regulatory, technological and competitive developments. Sources
of additional financing may include commercial bank borrowings,
vendor financing and the sale of equity or debt securities. We
cannot assure you that any such financing will be available on
acceptable terms or at all.

Effect of New Accounting Standards

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

In July 2001, the FASB issued
SFAS No. 143, Accounting for Asset Retirement
Obligations. This statement provides accounting and
reporting standards for costs associated with the retirement of
long-lived assets. It requires entities to record the fair value
of a liability for an asset retirement obligation in the period
in

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which it is incurred. When the liability is
initially recorded, the entity capitalizes a cost by increasing
the carrying amount of the related long-lived asset. Over time,
the liability is accreted to its present value each period, and
the capitalized cost is depreciated over the useful life of the
related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs
a gain or loss upon settlement. We adopted this standard on
January 1, 2003, with no material effect on our financial
condition or operations.


The FASBs Emerging Issues Task Force issued
EITF 00-21: Accounting for Revenue Arrangements with
Multiple Deliverables, to address certain revenue
recognition issues. The guidance provided from EITF 00-21
addresses both the timing and classification in accounting for
different earnings processes. We do not expect that the adoption
of EITF 00-21 will have a material impact on our financial
condition or operations.

Forward-Looking Statements

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






|        |                                                              
|------- | -------------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosure
    About Market Risk

Our primary market risk relates to changes in
interest rates. Market risk is the potential loss arising from
adverse changes in market prices and rates, including interest
rates. We do not enter into derivatives or other financial
instruments for trading or speculative purposes. The objective
of our financial risk management is to minimize the negative
impact of interest rate fluctuations on our earnings and equity.
We currently are not involved with any derivatives or other
financial instruments.

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






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

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

15



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##### Table of Contents






PART II. OTHER INFORMATION






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

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






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

Not applicable






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

Not applicable






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

Not applicable






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

Not applicable






|        |                                     
|------- | ------------------------------------
|Item 6. | Exhibits and Reports on
    Form 8-K

(a) Exhibits

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

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

16



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##### Table of Contents



|        |        |             |  |                                                                                                                                                    |  |  |     |         
|------- | ------ | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --- | --------
|Exhibit |        |             |  | Method of                                                                                                                                         
|Numbers |        | Description |  | Filing                                                                                                                                            
|        |        |             |  |                                                                                                                                                   
|        | 10.1.5 |             |  | Cellular One License Agreement, effective as of
    January 1, 1997, between Cellular One Group and Sygnet
    Communications, Inc. (NY-3).        |  |  | (2) | [10.3.5]
|        | 10.1.6 |             |  | Cellular One License Agreement, effective as of
    June 14, 1999, between Cellular One Group and Sygnet
    Communications, Inc. (Sharon MSA).    |  |  | (3) | [10.1.6]
|        | 10.1.7 |             |  | Cellular One License Agreement, effective as of
    June 14, 1999, between Cellular One Group and Sygnet
    Communications, Inc. (Youngstown MSA) |  |  | (3) | [10.1.7]
|        | 31.1   |             |  | Rule 13a-14(a) Certification by our Chairman
    and Chief Executive Officer.                                                                      |  |  | (5) |         
|        | 31.2   |             |  | Rule 13a-14(a) Certification by our Chief
    Financial Officer.                                                                                   |  |  | (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.
|   
|(3) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.                           
|   
|(4) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2002 as the exhibit number indicated in
    brackets and incorporated by reference herein.                     
|   
|(5) | Filed herewith                                                                                                                                                                                                                   

(b) Reports on Form 8-K

None

17



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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 14, 2003 |  | /s/ EVERETT R. DOBSON--------------------------------------------------------Everett R. DobsonChairman of the Board and Chief Executive Officer
|                     
|Date: August 14, 2003 |  |                                                                                                                                                 | /s/ BRUCE R. KNOOIHUIZEN--------------------------------------------------------Bruce R. KnooihuizenVice President and Chief Financial Officer(principal financial officer | )

18



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##### Table of Contents



INDEX TO EXHIBITS

|        |        |             |  |                                                                                                                                                                                                        |  |  |     |         
|------- | ------ | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  | --- | --------
|Exhibit |        |             |  | Method of                                                                                                                                                                                             
|Numbers |        | Description |  | Filing                                                                                                                                                                                                
|        |        |             |  |                                                                                                                                                                                                       
|        | 3.1    |             |  | Registrants Amended Certificate of
    Incorporation.                                                                                                                                                 |  |  | (2) | [3.1]   
|        | 3.2    |             |  | Registrants Amended Bylaws.                                                                                                                                                                           |  |  | (2) | [3.2]   
|        | 4.1    |             |  | Indenture dated December 23, 1998 between
    Registrant, as Issuer, and United States Trust Company of
    New York, as Trustee.                                                                      |  |  | (1) | [4.1]   
|        | 4.2    |             |  | Form of Note under Indenture (contained in
    Exhibit 4.1 hereto).                                                                                                                                    |  |  | (1) | [4.1]   
|        | 4.3    |             |  | Credit Agreement among the Agents and Lenders
    named therein and Sygnet Wireless, Inc. (f/k/a Dobson/ Sygnet
    Operating Company), dated as of December 23, 1998.                                 |  |  | (2) | [4.5]   
|        | 4.3.1  |             |  | First Amendment to Credit Agreement dated
    February 9, 1999.                                                                                                                                        |  |  | (4) | [4.4.1] 
|        | 4.3.2  |             |  | Second Amendment to Credit Agreement dated
    March 19, 1999.                                                                                                                                         |  |  | (4) | [4.4.2] 
|        | 4.3.3  |             |  | Third Amendment to Credit Agreement dated
    May 28, 1999.                                                                                                                                            |  |  | (4) | [4.4.3] 
|        | 4.3.4  |             |  | Fourth Amendment to Credit Agreement dated
    July 28, 2000.                                                                                                                                          |  |  | (4) | [4.4.4] 
|        | 4.3.5  |             |  | Fifth Amendment to Credit Agreement dated
    August 11, 2000.                                                                                                                                         |  |  | (4) | [4.4.5] 
|        | 10.1.1 |             |  | Cellular One License Agreement effective
    December 1, 1996, between Cellular One Group and Sygnet
    Communications, Inc. f/k/a Erie Cellular Telephone Company, as
    amended December 23, 1998. |  |  | (2) | [10.3.1]
|        | 10.1.2 |             |  | Cellular One License Agreement, effective as of
    December 17, 1996, between Cellular One Group and Sygnet
    Communications, Inc. (PA-1).                                                          |  |  | (2) | [10.3.2]
|        | 10.1.3 |             |  | Cellular One License Agreement, effective as of
    November 7, 1996, between Cellular One Group and Sygnet
    Communications, Inc. (PA-6).                                                           |  |  | (2) | [10.3.3]
|        | 10.1.4 |             |  | Cellular One License Agreement, effective as of
    January 30, 1997, between Cellular One Group and Sygnet
    Communications, Inc. (PA-7).                                                           |  |  | (2) | [10.3.4]
|        | 10.1.5 |             |  | Cellular One License Agreement, effective as of
    January 1, 1997, between Cellular One Group and Sygnet
    Communications, Inc. (NY-3).                                                            |  |  | (2) | [10.3.5]
|        | 10.1.6 |             |  | Cellular One License Agreement, effective as of
    June 14, 1999, between Cellular One Group and Sygnet
    Communications, Inc. (Sharon MSA).                                                        |  |  | (3) | [10.1.6]
|        | 10.1.7 |             |  | Cellular One License Agreement, effective as of
    June 14, 1999, between Cellular One Group and Sygnet
    Communications, Inc. (Youngstown MSA)                                                     |  |  | (3) | [10.1.7]
|        | 31.1   |             |  | Rule 13a-14(a) Certification by our Chairman
    and Chief Executive Officer.                                                                                                                          |  |  | (5) |         
|        | 31.2   |             |  | Rule 13a-14(a) Certification by our Chief
    Financial Officer.                                                                                                                                       |  |  | (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.
|   
|(3) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.                           
|   
|(4) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2002 as the exhibit number indicated in
    brackets and incorporated by reference herein.                     
|   
|(5) | Filed herewith