##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-Q



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

SECURITIES EXCHANGE ACT OF 1934


For the Quarterly Period Ended
September 30, 2001

OR



|  |                                                          
|- | ---------------------------------------------------------
|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	THE

SECURITIES EXCHANGE ACT OF 1934


For the transition period
from 
to

Commission File No. 333-71051



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DOBSON/ SYGNET COMMUNICATIONS
COMPANY

(Exact name of registrant as specified in its
charter)


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

(405) 529-8500

(Registrants telephone number, including
area code)




---

Indicate by check
mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days.  Yesx
Noo

As of
November 5, 2001, there were 100 shares of the
registrants $1.00 par value Common Stock outstanding.



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TABLE OF CONTENTS



|                                                                                              |  |                                                                                       |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                                                                
|Item 1. Financial Statements                                                                 
|CONDENSED CONSOLIDATED BALANCE SHEETS                                                        
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                                              
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                              
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                         
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                                                              |  | Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30, 2000
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|PART II. OTHER INFORMATION                                                                   
|Item 1. Legal Proceedings                                                                    
|Item 2. Changes in Securities and Use of Proceeds                                            
|Item 3. Defaults Upon Senior Securities                                                      
|Item 4. Submission of Matters to a Vote of Security Holders                                  
|Item 5. Other Information                                                                    
|Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                                                                   



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##### Table of Contents



DOBSON/SYGNET COMMUNICATIONS COMPANY

INDEX TO FORM 10-Q

|                              |   |  |  |                                                                                                                                 |  |  |    | 
|----------------------------- | - |  |  | ------------------------------------------------------------------------------------------------------------------------------- |  |  | -- | 
|Item                          |   |  |  |                                                                                                                                
|Number                        |   |  |  | Page                                                                                                                           
|                              |   |  |  |                                                                                                                                
|PART I. FINANCIAL INFORMATION
|                             
|                              | 1 |  |  | Condensed Consolidated Financial Statements
        (Unaudited):                                                                |  |  |    | 
|                              |   |  |  | Condensed Consolidated Balance Sheets as of
        September 30, 2001 and December 31, 2000                                    |  |  | 3  | 
|                              |   |  |  | Condensed Consolidated Statements of Operations
        for the Three and Nine Months Ended September 30, 2001 and
        2000 |  |  | 4  | 
|                              |   |  |  | Condensed Consolidated Statements of Cash Flows
        for the Nine Months Ended September 30, 2001 and 2000                   |  |  | 5  | 
|                              |   |  |  | Notes to Condensed Consolidated Financial
        Statements                                                                    |  |  | 6  | 
|                              | 2 |  |  | Managements Discussion and Analysis of
        Financial Condition and Results of Operations                                   |  |  | 8  | 
|                              | 3 |  |  | Quantitative and Qualitative Disclosure about
        Market Risk                                                               |  |  | 14 | 
|PART II. OTHER INFORMATION   
|                             
|                              | 1 |  |  | Legal Proceedings                                                                                                               |  |  | 15 | 
|                              | 2 |  |  | Changes in Securities and Use of Proceeds                                                                                       |  |  | 15 | 
|                              | 3 |  |  | Defaults Upon Senior Securities                                                                                                 |  |  | 15 | 
|                              | 4 |  |  | Submission of Matters to a Vote of Security
        Holders                                                                     |  |  | 15 | 
|                              | 5 |  |  | Other Information                                                                                                               |  |  | 15 | 
|                              | 6 |  |  | Exhibits and Reports on Form 8-K                                                                                                |  |  | 16 | 

2



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##### Table of Contents






PART I. FINANCIAL INFORMATION




Item 1.  Financial
Statements

DOBSON/SYGNET COMMUNICATIONS COMPANY






CONDENSED CONSOLIDATED BALANCE
SHEETS


(Unaudited)


|                                                                                             |                            |                                            |              |              |             |   |             |             |             | 
|-------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | ------------ | ------------ | ----------- | - | ----------- | ----------- | ----------- | 
|                                                                                             |                            | September 30,                              |              | December 31,
|                                                                                             |                            | 2001                                       |              | 2000        
|                                                                                             |                            |                                            |              |             
|ASSETS                                                                                      
|                                                                                            
|CURRENT ASSETS:                                                                              |                            |                                            |              |              |             |   |             |            
|Cash and cash equivalents                                                                    |                            | $                                          | 2,527,467    |              |             | $ | 8,871,817   |            
|Restricted cash and investments                                                              |                            |                                            | 12,740,156   |              |             |   | 26,153,677  |            
|Accounts receivable, net                                                                     |                            |                                            | 23,317,647   |              |             |   | 20,433,870  |            
|Inventory                                                                                    |                            |                                            | 3,495,445    |              |             |   | 3,977,359   |            
|Other current assets                                                                         |                            |                                            | 1,335,074    |              |             |   | 1,011,633   |            
|                                                                                             |                            |                                            |              |              |             |   |             |            
|                                                                                             | Total current assets       |                                            |              | 43,415,789   |             |   |             | 60,448,356  |            
|                                                                                             |                            |                                            |              |              |             |   |             |            
|PROPERTY, PLANT AND EQUIPMENT, net                                                           |                            |                                            | 78,083,333   |              |             |   | 72,257,805  |            
|                                                                                             |                            |                                            |              |              |             |   |             |            
|OTHER ASSETS:                                                                                |                            |                                            |              |              |             |   |             |            
|Wireless license acquisition costs, net                                                      |                            |                                            | 584,947,293  |              |             |   | 620,824,915 |            
|Deferred financing costs, net                                                                |                            |                                            | 36,713,332   |              |             |   | 40,558,866  |            
|Customer list, net                                                                           |                            |                                            | 19,910,875   |              |             |   | 26,614,038  |            
|Other                                                                                        |                            |                                            | 97,551       |              |             |   | 285,897     |            
|                                                                                             |                            |                                            |              |              |             |   |             |            
|                                                                                             | Total other assets         |                                            |              | 641,669,051  |             |   |             | 688,283,716 |            
|                                                                                             |                            |                                            |              |              |             |   |             |            
|                                                                                             |                            | Total assets                               |              | $            | 763,168,173 |   |             | $           | 820,989,877 | 
|                                                                                             |                            |                                            |              |              |             |   |             |            
|LIABILITIES AND STOCKHOLDERS
	EQUITY                                                       
|                                                                                            
|CURRENT LIABILITIES:                                                                         |                            |                                            |              |              |             |   |             |            
|Accounts payable                                                                             |                            | $                                          | 7,847,180    |              |             | $ | 10,637,640  |            
|Accrued expenses                                                                             |                            |                                            | 11,905,332   |              |             |   | 6,042,906   |            
|Deferred revenue and customer deposits                                                       |                            |                                            | 5,149,228    |              |             |   | 4,386,131   |            
|Current portion of long-term debt                                                            |                            |                                            | 14,250,000   |              |             |   | 14,250,000  |            
|                                                                                             |                            |                                            |              |              |             |   |             |            
|                                                                                             | Total current liabilities  |                                            |              | 39,151,740   |             |   |             | 35,316,677  |            
|                                                                                             |                            |                                            |              |              |             |   |             |            
|Payables  affiliates                                                                        |                            |                                            | 17,264,107   |              |             |   | 26,740,660  |            
|Long-term debt, net of current portion                                                       |                            |                                            | 485,449,254  |              |             |   | 520,636,754 |            
|Deferred income taxes                                                                        |                            |                                            | 105,088,912  |              |             |   | 123,772,343 |            
|STOCKHOLDERS EQUITY:                                                                        |                            |                                            |              |              |             |   |             |            
|Common stock, $1.00 par value,
	500 shares authorized and 100 shares issued and
	outstanding |                            |                                            | 100          |              |             |   | 100         |            
|Additional paid-in capital                                                                   |                            |                                            | 239,632,804  |              |             |   | 207,632,804 |            
|Retained deficit                                                                             |                            |                                            | (123,418,744 | )            |             |   | (93,109,461 | )          
|                                                                                             |                            |                                            |              |              |             |   |             |            
|                                                                                             | Total stockholders equity |                                            |              | 116,214,160  |             |   |             | 114,523,443 |            
|                                                                                             |                            |                                            |              |              |             |   |             |            
|                                                                                             |                            | Total liabilities and stockholders equity |              | $            | 763,168,173 |   |             | $           | 820,989,877 | 
|                                                                                             |                            |                                            |              |              |             |   |             |            

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

3



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY






CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


(Unaudited)


|                                                                  |                               |                          |             |                   |            |      |             |            |            |   |             |            |             |   |             |            |             | 
|----------------------------------------------------------------- | ----------------------------- | ------------------------ | ----------- | ----------------- | ---------- | ---- | ----------- | ---------- | ---------- | - | ----------- | ---------- | ----------- | - | ----------- | ---------- | ----------- | 
|                                                                  |                               |                          |             |                  
|                                                                  |                               | Three Months Ended       |             | Nine Months Ended
|                                                                  |                               | September 30,            |             | September 30,    
|                                                                  |                               |                          |             |                  
|                                                                  |                               | 2001                     |             | 2000              |            | 2001 |             | 2000      
|                                                                  |                               |                          |             |                   |            |      |             |           
|OPERATING REVENUE:                                                |                               |                          |             |                   |            |      |             |            |            |   |             |            |             |   |             |           
|                                                                  | Service revenue               |                          | $           | 35,484,375        |            |      | $           | 30,994,869 |            |   | $           | 99,843,863 |             |   | $           | 84,753,815 |            
|                                                                  | Roaming revenue               |                          |             | 13,115,378        |            |      |             | 11,824,762 |            |   |             | 33,908,862 |             |   |             | 30,165,139 |            
|                                                                  | Equipment and other revenue   |                          |             | 1,638,777         |            |      |             | 2,027,794  |            |   |             | 5,264,170  |             |   |             | 6,794,765  |            
|                                                                  |                               |                          |             |                   |            |      |             |            |            |   |             |            |             |   |             |           
|                                                                  |                               | Total operating revenue  |             |                   | 50,238,530 |      |             |            | 44,847,425 |   |             |            | 139,016,895 |   |             |            | 121,713,719 | 
|                                                                  |                               |                          |             |                   |            |      |             |            |            |   |             |            |             |   |             |           
|OPERATING EXPENSES:                                               |                               |                          |             |                   |            |      |             |            |            |   |             |            |             |   |             |           
|                                                                  | Cost of service               |                          |             | 11,750,235        |            |      |             | 9,903,148  |            |   |             | 32,456,096 |             |   |             | 24,596,726 |            
|                                                                  | Cost of equipment             |                          |             | 5,254,691         |            |      |             | 4,075,601  |            |   |             | 16,002,674 |             |   |             | 14,353,591 |            
|                                                                  | Marketing and selling         |                          |             | 6,268,221         |            |      |             | 5,803,604  |            |   |             | 18,774,249 |             |   |             | 18,818,387 |            
|                                                                  | General and administrative    |                          |             | 6,986,672         |            |      |             | 6,500,993  |            |   |             | 21,046,867 |             |   |             | 18,296,739 |            
|                                                                  | Depreciation and amortization |                          |             | 19,076,399        |            |      |             | 16,852,611 |            |   |             | 56,549,085 |             |   |             | 51,478,132 |            
|                                                                  |                               |                          |             |                   |            |      |             |            |            |   |             |            |             |   |             |           
|                                                                  |                               | Total operating expenses |             |                   | 49,336,218 |      |             |            | 43,135,957 |   |             |            | 144,828,971 |   |             |            | 127,543,575 | 
|                                                                  |                               |                          |             |                   |            |      |             |            |            |   |             |            |             |   |             |           
|OPERATING INCOME (LOSS)                                           |                               |                          | 902,312     |                   |            |      | 1,711,468   |            |            |   | (5,812,076  | )          |             |   | (5,829,856  | )         
|INTEREST EXPENSE                                                  |                               |                          | (13,354,860 | )                 |            |      | (16,071,767 | )          |            |   | (44,055,211 | )          |             |   | (49,273,801 | )         
|OTHER INCOME, net                                                 |                               |                          | 396,951     |                   |            |      | 525,471     |            |            |   | 981,347     |            |             |   | 1,853,893   |           
|                                                                  |                               |                          |             |                   |            |      |             |            |            |   |             |            |             |   |             |           
|LOSS BEFORE INCOME TAXES                                          |                               |                          | (12,055,597 | )                 |            |      | (13,834,828 | )          |            |   | (48,885,940 | )          |             |   | (53,249,764 | )         
|INCOME TAX BENEFIT                                                |                               |                          | 4,581,127   |                   |            |      | 5,257,233   |            |            |   | 18,576,657  |            |             |   | 20,234,910  |           
|                                                                  |                               |                          |             |                   |            |      |             |            |            |   |             |            |             |   |             |           
|NET LOSS                                                          |                               | $                        | (7,474,470  | )                 |            | $    | (8,577,595  | )          |            | $ | (30,309,283 | )          |             | $ | (33,014,854 | )         
|                                                                  |                               |                          |             |                   |            |      |             |            |            |   |             |            |             |   |             |           
|BASIC NET LOSS APPLICABLE TO COMMON STOCKHOLDER
	PER COMMON SHARE |                               | $                        | (74,745     | )                 |            | $    | (85,776     | )          |            | $ | (303,093    | )          |             | $ | (330,149    | )         
|                                                                  |                               |                          |             |                   |            |      |             |            |            |   |             |            |             |   |             |           
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                  |                               |                          | 100         |                   |            |      | 100         |            |            |   | 100         |            |             |   | 100         |           
|                                                                  |                               |                          |             |                   |            |      |             |            |            |   |             |            |             |   |             |           

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

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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY






CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


(Unaudited)


|                                                                                  |                                                      |                                           |             |             |             |   |             |             |             |  
|--------------------------------------------------------------------------------- | ---------------------------------------------------- | ----------------------------------------- | ----------- | ----------- | ----------- | - | ----------- | ----------- | ----------- | -
|                                                                                  |                                                      |                                          
|                                                                                  |                                                      | Nine Months Ended September 30,          
|                                                                                  |                                                      |                                          
|                                                                                  |                                                      | 2001                                      |             | 2000       
|                                                                                  |                                                      |                                           |             |            
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |                                                      |                                           |             |             |             |   |             |            
|Net loss                                                                          |                                                      | $                                         | (30,309,283 | )           |             | $ | (33,014,854 | )          
|Adjustments to reconcile net loss to net cash
	provided by operating activities  |                                                      |                                           |             |             |             |   |             |            
|                                                                                  | Depreciation and amortization                        |                                           |             | 56,549,085  |             |   |             | 51,478,132  |            
|                                                                                  | Amortization of financing costs                      |                                           |             | 3,927,228   |             |   |             | 3,907,333   |            
|                                                                                  | Deferred income taxes                                |                                           |             | (18,843,431 | )           |   |             | (20,425,234 | )          
|                                                                                  | Other                                                |                                           |             | 135,671     |             |   |             | (4,146      | )          
|Changes in current assets and
	liabilities                                       |                                                      |                                           |             |             |             |   |             |            
|                                                                                  | Accounts receivable                                  |                                           |             | (2,883,777  | )           |   |             | (7,679,816  | )          
|                                                                                  | Other current assets                                 |                                           |             | (518,006    | )           |   |             | 480,911     |            
|                                                                                  | Accounts payable                                     |                                           |             | (2,829,803  | )           |   |             | 2,904,247   |            
|                                                                                  | Accrued expenses                                     |                                           |             | 5,862,426   |             |   |             | 5,678,862   |            
|                                                                                  | Deferred revenues and customer deposits              |                                           |             | 763,097     |             |   |             | 612,185     |            
|                                                                                  |                                                      |                                           |             |             |             |   |             |            
|                                                                                  |                                                      | Net cash provided by operating activities |             |             | 11,853,207  |   |             |             | 3,937,620   |  
|                                                                                  |                                                      |                                           |             |             |             |   |             |            
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |                                                      |                                           |             |             |             |   |             |            
|                                                                                  | Capital expenditures                                 |                                           |             | (19,910,655 | )           |   |             | (25,749,317 | )          
|                                                                                  | Increase in receivable-affiliate                     |                                           |             |            |             |   |             | (499,693    | )          
|                                                                                  | (Decrease) increase in payable-affiliate             |                                           |             | (9,476,553  | )           |   |             | 8,919,449   |            
|                                                                                  | Proceeds from sales of assets                        |                                           |             | 20,500      |             |   |             | 38,881      |            
|                                                                                  | Other investing activities                           |                                           |             | 188,345     |             |   |             | 315,954     |            
|                                                                                  |                                                      |                                           |             |             |             |   |             |            
|                                                                                  |                                                      | Net cash used in investing activities     |             |             | (29,178,363 | ) |             |             | (16,974,726 | )
|                                                                                  |                                                      |                                           |             |             |             |   |             |            
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |                                                      |                                           |             |             |             |   |             |            
|                                                                                  | Proceeds from long-term debt                         |                                           |             | 58,500,000  |             |   |             | 16,000,000  |            
|                                                                                  | Repayments of long-term debt                         |                                           |             | (93,687,500 | )           |   |             | (72,738,246 | )          
|                                                                                  | Capital contributions                                |                                           |             | 32,000,000  |             |   |             | 58,500,000  |            
|                                                                                  | Maturity of restricted investments, net of
	interest |                                           |             | 14,250,000  |             |   |             | 10,870,000  |            
|                                                                                  | Other financing activities                           |                                           |             | (81,694     | )           |   |             | (199,995    | )          
|                                                                                  |                                                      |                                           |             |             |             |   |             |            
|                                                                                  |                                                      | Net cash provided by financing activities |             |             | 10,980,806  |   |             |             | 12,431,759  |  
|                                                                                  |                                                      |                                           |             |             |             |   |             |            
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                         |                                                      |                                           | (6,344,350  | )           |             |   | (605,347    | )          
|CASH AND CASH EQUIVALENTS, beginning of period                                    |                                                      |                                           | 8,871,817   |             |             |   | 2,259,212   |            
|                                                                                  |                                                      |                                           |             |             |             |   |             |            
|CASH AND CASH EQUIVALENTS, end of period                                          |                                                      | $                                         | 2,527,467   |             |             | $ | 1,653,865   |            
|                                                                                  |                                                      |                                           |             |             |             |   |             |            
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                |                                                      |                                           |             |             |             |   |             |            
|                                                                                  | Cash paid for interest                               |                                           | $           | 35,486,122  |             |   | $           | 21,414,508  |            

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

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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY






NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


The condensed consolidated balance sheets of
Dobson/ Sygnet Communications Company (the Company)
as of September 30, 2001 and December 31, 2000, the
condensed consolidated statements of operations for the three
and nine months ended September 30, 2001 and 2000 and the
condensed consolidated statements of cash flows for the nine
months ended September 30, 2001 and 2000 are unaudited. In
the opinion of management, such financial statements include all
adjustments, consisting only of normal recurring adjustments
necessary for a fair presentation of financial position, results
of operations, and cash flows for the periods presented.

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

1.  ORGANIZATION

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

2.  STOCKHOLDERS EQUITY

The Company received equity contributions of
$32.0 million and $58.5 million during the nine months
ended September 30, 2001 and 2000, respectively, from its
parent company, Dobson Communications. These contributions were
used to repay debt under the Companys credit facility.

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

3.  RECENTLY ISSUED ACCOUNTING
PRONOUNCEMENTS

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

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

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DOBSON/ SYGNET COMMUNICATIONS
COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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. The Company has not yet
determined the effect that this new accounting standard may have
on its results of operations, financial position and cash flows.
The Company will be required to implement this standard
effective January 1, 2003.

In October 2001, the FASB issued SFAS
No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. This statement replaces SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of. However, it maintains
the fundamental provisions of SFAS No. 121 for recognition
and measurement of the impairment of long-lived assets to be
held and used and for measurement of long-lived assets to be
disposed of by sale. This statement applies to all long-lived
assets, including discontinued operations, and replaces the
provisions of APB Opinion No. 30, Reporting the
Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, for the disposal of segments of a
business. This statement requires that those long-lived assets
be measured at the lower of carrying amount or fair value less
cost to sell. The Company is currently assessing the impact of
this standard on its results of operations, financial position
and cash flows. The Company will be required to implement this
standard effective January 1, 2002.

7



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)






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

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

Overview

We own and operate rural and suburban wireless
communication systems serving a large cluster of properties. As
of September 30, 2001, our system covered a total
population of 2.4 million and we had approximately 277,000
subscribers. Our wireless systems are located in Youngstown,
Ohio, Erie, Pennsylvania, and in primarily rural and suburban
areas between the Cleveland, Akron-Canton, Pittsburgh, Buffalo
and Rochester metropolitan areas.

Revenue

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

We primarily derive service revenue by providing
wireless services to our subscribers. The industry has
experienced a trend of declining average revenue per minute as
competition among wireless service providers has led to
reduction in rates for airtime. These declines have been
generally offset by significant increases in average minutes of
use per subscriber. We believe that the industry trend toward
increasing minutes of use per subscriber will continue to offset
declining revenues per minute of use due to the continued
popularity of single rate calling plans and the enhanced service
capacity of recently developed digital networks.

We derive roaming revenues by providing service
to subscribers of other wireless providers when those
subscribers roam into our markets and use our
systems to carry their calls. Roaming accounted for 26.1%,
26.4%, 24.4% and 24.8% of our revenue for the three months ended
September 30, 2001 and 2000, and the nine months ended
September 30, 2001 and 2000, respectively. Roaming revenue
typically yields higher average per minute rates and higher
margins than revenue from our subscribers. We achieve these
higher margins because we incur relatively lower incremental
costs related to network operation, customer service and
collections in servicing roaming customers as compared to our
home subscribers. However, even though roaming revenue yields
higher margins than revenue from our subscribers, the yields are
declining due to increased market pressures and competition
between wireless providers. Our roaming yield (roaming revenue,
which includes airtime, toll charges and surcharges, divided by
roaming minutes of use) was $0.31, $0.39, $0.32 and $0.38 for
the three months ended September 30, 2001 and 2000, and the
nine months ended September 30, 2001 and 2000,
respectively. Roaming revenue tends to be impacted by
seasonality. We typically have higher roaming revenue during the
second and third quarters of each year, as users tend to travel
more and therefore use their wireless phones more during the
spring and summer months. Despite the decline in our roaming
yield, we have seen overall roaming revenue increase due to
increases in roaming minutes of use.

We include any toll, or long-distance, revenues
related to our wireless and roaming services in service revenue
and roaming revenue. Equipment revenue is revenue from selling
wireless equipment to our subscribers.

Costs and Expenses

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

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

8



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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

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

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

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

Results of Operations

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

Three Months Ended September 30, 2001
Compared to Three Months Ended September 30,
2000

Operating revenue.For the three months ended
September 30, 2001, total operating revenue increased
$5.4 million, or 12.0%, to $50.2 million from
$44.8 million for the comparable period in 2000. Total
service, roaming and equipment and other revenue represented
70.6%, 26.1% and 3.3%, respectively, of total operating revenue
during the three months ended September 30, 2001 and 69.1%,
26.4%, and 4.5%, respectively, of total operating revenue during
the three months ended September 30, 2000.

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

|                   |                             |                    |   |        |        |  |   |        |        | 
|------------------ | --------------------------- | ------------------ | - | ------ | ------ |  | - | ------ | ------ | 
|                   |                             |                   
|                   |                             | Three Months Ended
|                   |                             | September 30,     
|                   |                             |                   
|                   |                             | 2001               |   | 2000  
|                   |                             |                    |   |       
|                   |                             |                   
|                   |                             | ($ in thousands)  
|Operating revenue: |                             |                    |   |        |        |  |   |       
|                   | Service revenue             |                    | $ | 35,484 |        |  | $ | 30,995 |       
|                   | Roaming revenue             |                    |   | 13,116 |        |  |   | 11,824 |       
|                   | Equipment and other revenue |                    |   | 1,639  |        |  |   | 2,028  |       
|                   |                             |                    |   |        |        |  |   |       
|                   |                             | Total              |   | $      | 50,239 |  |   | $      | 44,847 | 
|                   |                             |                    |   |        |        |  |   |       

Service revenue increased $4.5 million, or
14.5%, to $35.5 million in the three months ended
September 30, 2001 from $31.0 million in the same
period of 2000. This increase was primarily attributable to
increased penetration and usage. Our subscriber base increased
13.2% to approximately 277,000 at September 30, 2001 from
approximately 244,700 at September 30, 2000. The average
monthly service revenue per subscriber increased 2.3% to $43 for
the three months ended September 30, 2001 from $42 for the
comparable period in 2000. Our average monthly service revenue
per subscriber has been positively impacted by changes in the
mix between digital and analog subscribers in our subscriber
base. On September 30, 2001, 72.2% of our subscribers were
on digital rate plans compared to 29.5% at September 30,
2000. Our digital rate plans typically produce higher service
revenue per subscriber and allow subscribers to use more minutes
in a larger home area than our analog rate plans.

9



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Roaming revenue increased $1.3 million, or
10.9%, to $13.1 million in the three months ended
September 30, 2001 from $11.8 million for the
comparable period of 2000. This increase was primarily
attributable to increased roaming minutes due to expanded
coverage areas and increased usage in our markets.

Equipment and other revenue decreased
$0.4 million, or 19.2%, to $1.6 million in the three
months ended September 30, 2001 from $2.0 million in
the same period of 2000. This decrease is due to an increase in
phone discounts during the three months ended September 30,
2001, as a result of more competitive markets.

Cost of service.For the three months ended
September 30, 2001, the total cost of service increased
$1.9 million, or 18.7%, to $11.8 million from
$9.9 million for the comparable period in 2000. This
increase is primarily the result of the increased number of
subscribers and the migration of our subscribers from analog
rate plans to new digital rate plans. As described with our
service revenue above, on average, our digital subscribers use
more minutes than our analog subscribers. This increased usage
also increases the minutes used by our subscribers outside of
our markets, thus increasing the expenses we are charged by
third-party wireless providers.

Cost of equipment.For the three months ended
September 30, 2001, cost of equipment increased by
$1.2 million, or 28.9%, to $5.3 million from
$4.1 million in the same period of 2000. This increase is
due to an increase in gross subscriber additions.

Marketing and selling costs.Marketing and selling costs
increased $0.5 million, or 8.0%, to $6.3 million for
the three month period ended September 30, 2001, from
$5.8 million in the comparable period of 2000. This
increase resulted from an increase in the number of gross
subscriber additions and the related sales force compensation
expenses. The number of gross subscribers added in the third
quarter of 2001 increased 27.1% to 23,000, compared to
approximately 18,100 added in the third quarter of 2000.

General and administrative expense.For the three months ended
September 30, 2001, general and administrative cost
increased $0.5 million, or 7.5%, to $7.0 million from
$6.5 million for the comparable period in 2000. This
increase was primarily the result of increased infrastructure
costs, including customer service, billing, collections and
administrative costs as a result of the overall growth. Our
average monthly general and administrative costs per subscriber
remained constant at $9 for the three months ended
September 30, 2001 and 2000.

Depreciation and amortization
expense.Depreciation and
amortization expense increased $2.2 million, or 13.2%, to
$19.1 million in the three months ended September 30,
2001 from $16.9 million in the same period of 2000. This
increase is a result of additional depreciation on fixed assets
acquired in 2000 and 2001.

Interest expense.For the three months ended
September 30, 2001, interest expense decreased
$2.7 million, or 16.9%, to $13.4 million from
$16.1 million in the same period of 2000. The decrease was
primarily a result of decreased interest rates and the reduction
of our outstanding balance on our revolving credit facility in
the three months ended September 30, 2001 compared to the
same period in 2000.






| |                                                                                        
| | ---------------------------------------------------------------------------------------
| | Nine Months Ended September 30, 2001
	Compared to Nine Months Ended September 30,
	2000

Operating revenue.For the nine months ended
September 30, 2001, total operating revenue increased
$17.3 million, or 14.2%, to $139.0 million from
$121.7 million for the comparable period in 2000. Total
service, roaming and equipment and other revenue represented
71.8%, 24.4% and 3.8%, respectively, of total operating revenue
during the nine months ended September 30, 2001 and 69.6%,
24.8%, and 5.6%, respectively, of total operating revenue during
the nine months ended September 30, 2000.

10



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##### Table of Contents



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

|                   |                             |                   |   |        |         |  |   |        |         | 
|------------------ | --------------------------- | ----------------- | - | ------ | ------- |  | - | ------ | ------- | 
|                   |                             |                  
|                   |                             | Nine Months Ended
|                   |                             | September 30,    
|                   |                             |                  
|                   |                             | 2001              |   | 2000  
|                   |                             |                   |   |       
|                   |                             |                  
|                   |                             | ($ in thousands) 
|Operating revenue: |                             |                   |   |        |         |  |   |       
|                   | Service revenue             |                   | $ | 99,844 |         |  | $ | 84,754 |        
|                   | Roaming revenue             |                   |   | 33,909 |         |  |   | 30,165 |        
|                   | Equipment and other revenue |                   |   | 5,264  |         |  |   | 6,795  |        
|                   |                             |                   |   |        |         |  |   |       
|                   |                             | Total             |   | $      | 139,017 |  |   | $      | 121,714 | 
|                   |                             |                   |   |        |         |  |   |       

Service revenue increased $15.0 million, or
17.8%, to $99.8 million in the nine months ended
September 30, 2001 from $84.8 million in the same
period of 2000. This increase was primarily attributable to
increased penetration and usage. Our subscriber base increased
13.2% to approximately 277,000 at September 30, 2001 from
approximately 244,700 at September 30, 2000. The average
monthly service revenue per subscriber increased 5.3% to $42
from $40 for the nine months ended September 30, 2001
compared to the same period in 2000. Our average monthly service
revenue per subscriber has been positively impacted by changes
in the mix between digital and analog subscribers in our
subscriber base. On September 30, 2001, 72.2% of our
subscribers were on digital rate plans compared to 29.5% at
September 30, 2000. Our digital rate plans typically
produce higher service revenue per subscriber and allow
subscribers to use more minutes in a larger home area than our
analog rate plans.

Roaming revenue increased $3.7 million, or
12.4%, to $33.9 million in the nine months ended
September 30, 2001 from $30.2 million for the
comparable period of 2000. This increase was primarily
attributable to increased roaming minutes due to expanded
coverage areas and increased usage in our markets.

Equipment and other revenue decreased
$1.5 million, or 22.5%, to $5.3 million in the nine
months ended September 30, 2001 from $6.8 million in
the same period of 2000. This decrease is due to increased phone
discounts for the nine months ended September 30, 2001, as
a result of more competitive markets.

Cost of service.For the nine months ended
September 30, 2001, the total cost of service increased
$7.9 million, or 32.0%, to $32.5 million from
$24.6 million for the comparable period in 2000. This
increase is primarily the result of the increased number of
subscribers and the migration of our subscribers from analog
rate plans to new digital rate plans. As described with our
service revenue above, on average, our digital subscribers use
more minutes than our analog subscribers. This increased usage
also increases the minutes used by our subscribers outside of
our markets, thus increasing the expenses we are charged by
third-party wireless providers.

Cost of equipment.For the nine months ended
September 30, 2001, cost of equipment increased
$1.6 million, or 11.5%, to $16.0 million from
$14.4 million in the same period of 2000, primarily as a
result of equipment transactions related to the migrations of
our existing subscribers from analog service to digital service
and an increase in total gross subscriber additions for the nine
months ended September 30, 2001 compared to the same period
in 2000.

Marketing and selling costs.Marketing and selling costs
remained constant at $18.8 million for the nine month
periods ended September 30, 2001, and 2000. The stability
of marketing and selling costs is reasonable with our slight
increase in gross subscriber additions of only 6.5% in the nine
months ended September 30, 2001 compared to the same period
in 2000.

General and administrative expense.For the nine months ended
September 30, 2001, general and administrative cost
increased $2.7 million, or 15.0%, to $21.0 million
from $18.3 million for the comparable period in 2000. This
increase was primarily the result of increased infrastructure
costs, including customer service, billing, collections and
administrative costs as a result of the overall growth. Our
average monthly general and administrative costs per subscriber
remained constant at $9 for the nine months ended
September 30, 2001 and 2000.

11



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DOBSON/ SYGNET COMMUNICATIONS
COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Depreciation and amortization expense.Depreciation and amortization
expense increased $5.0 million, or 9.9%, to
$56.5 million in the nine months ended September 30,
2001 from $51.5 million in the same period of 2000. This
increase is a result of additional depreciation on fixed assets
acquired in 2000 and 2001.

Interest expense.For the nine months ended
September 30, 2001, interest expense decreased
$5.2 million, or 10.6%, to $44.1 million from
$49.3 million in the same period of 2000. The decrease was
primarily a result of decreased interest rates and the reduction
of our outstanding balance on our revolving credit facility in
the nine months ended September 30, 2001 compared to the
same period in 2000.

Liquidity and Capital Resources

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

At September 30, 2001, we had working
capital of $4.3 million (a ratio of current assets to
current liabilities of 1.1:1) and an unrestricted cash balance
of $2.5 million, which compares to working capital of
$25.1 million (a ratio of current assets to current
liabilities of 1.7:1) and an unrestricted cash balance of
$8.9 million at December 31, 2000.

Our net cash provided by operating activities
totaled $11.9 million and $3.9 million for the nine
month periods ended September 30, 2001, and 2000,
respectively. The increase of $8.0 million was primarily
due to the increase in depreciation and amortization.

Our net cash used in investing activities totaled
$29.2 million and $17.0 million for the nine months
ended September 30, 2001, and 2000, respectively. The
increase of $12.2 million was primarily due to a decrease
in payables-affiliates.

Our net cash provided by financing activities was
$11.0 million for the nine month period ended
September 30, 2001, compared to net cash used by financing
activities of $12.4 million for the nine months ended
September 30, 2000. Financing activity for the nine months
ended September 30, 2001 consisted primarily of proceeds
from long-term debt of $58.5 million, a capital
contribution from our parent company, Dobson Communications, of
$32.0 million and maturities of restricted investments of
$14.3 million, offset by repayments of long-term debt
totaling $93.7 million.

Our capital expenditures were $19.9 million
for the nine months ended September 30, 2001 and we expect
our capital expenditures to be approximately $20 to
$25 million for all of 2001. The amount and timing of
capital expenditures may vary depending on the rate at which we
expand and develop our wireless systems and whether we
consummate additional acquisitions.

Our wholly-owned subsidiary, Sygnet Wireless,
Inc, has credit facilities for an aggregate of
$339.6 million, consisting of a $40.4 million reducing
revolving credit facility and $299.2 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 5.4% and 10.5% since inception.
As of September 30, 2001, we had $299.7 million
outstanding under our credit facility and we had
$16.1 million of availability. Obligations under our new
facilities are secured by a pledge of the capital stock of our
subsidiary as well as a lien on substantially all of our assets
and those of our operating subsidiary. The credit facility
requires that we maintain certain financial ratios. The failure
to maintain such ratios would constitute an event of default,
notwithstanding our ability to meet debt service obligations. As
of September 30, 2001, we have maintained the required
financial ratios. We cannot provide assurance that we will
continue to maintain these required ratios and our ability to
borrow under our credit facility will be limited by the
requirement that, on a quarterly basis, the amount available
under our credit facility will reduce until it terminates. The
$200.0 million senior notes bear an interest rate of 12.25%
and mature in 2008. We used approximately $67.7 million of
the net proceeds to purchase securities pledged to secure the
first six semi-annual interest payments, which began
June 15, 1999.

12



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Although we cannot provide any assurance, we
believe that, assuming successful implementation of our
strategy, including the further development of our wireless
systems and growth in our cash flow, borrowings under the credit
facility and cash flow from operations, will be sufficient to
satisfy our capital expenditures, working capital and debt
service obligations for the next twelve months. However, we will
need to refinance the credit facilities and the senior notes at
their maturities, which begin in 2007. The credit facilities are
currently being amortized quarterly. Our ability to refinance
will depend on, among other things, our financial condition at
the time, the restrictions in the instruments governing our
indebtedness and other factors, including market conditions
beyond our control. The actual amount and timing of our future
capital requirements may differ materially from our estimates as
a result of, among other things, the demand for our services and
regulatory, technological and competitive developments. Sources
of additional financing may include commercial bank borrowings,
vendor financing and the sale of equity or debt securities. We
cannot assure you that any such financing will be available on
acceptable terms or at all.

Effect of New Accounting Standards

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

In July 2001, the FASB issued SFAS No. 143,
Accounting for Asset Retirement Obligations. This
statement provides accounting and reporting standards for costs
associated with the retirement of long-lived assets. It requires
entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred.
When the liability is initially recorded, the entity capitalizes
a cost by increasing the carrying amount of the related
long-lived asset. Over time, the liability is accreted to its
present value each period, and the capitalized cost is
depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the
obligation for its recorded amount or incurs a gain or loss upon
settlement. We have not yet determined the effect that this new
accounting standard may have on our results of operations,
financial position and cash flows. We will be required to
implement this standard effective January 1, 2003.

In October 2001, the FASB issued SFAS
No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. This statement replaces SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of. However, it maintains
the fundamental provisions of SFAS No. 121 for recognition
and measurement of the impairment of long-lived assets to be
held and used and for measurement of long-lived assets to be
disposed of by sale. This statement applies to all long-lived
assets, including discontinued operations, and replaces the
provisions of APB Opinion No. 30, Reporting the
Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, for the disposal of segments of a
business. This statement requires that those long-lived assets
be measured at the lower of carrying amount or fair value less
cost to sell. We are currently assessing the impact of this
standard on our results of operations, financial position and
cash flows. We will be required to implement this standard
effective January 1, 2002.

13



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DOBSON/ SYGNET COMMUNICATIONS
COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Forward-Looking Statements

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




Item 3.  Quantitative and
Qualitative Disclosures about Market Risk

Our primary market risk relates to changes in
interest rates. Market risk is the potential loss arising from
adverse changes in market prices and rates, including interest
rates. We do not enter into derivatives or other financial
instruments for trading or speculative purposes. The objective
of our financial risk management is to minimize the negative
impact of interest rate fluctuations on our earnings and equity.
On March 30, 2001, our interest rate swap that effectively
fixed the interest rate on $85.0 million of the principal
outstanding on our credit facility expired. Thus, we currently
are not involved with any derivatives or other financial
instruments.

The fair market value of long-term fixed interest
rate debt is subject to interest rate risk. Generally, the fair
market value of fixed interest rate debt will increase as
interest rates fall and decrease as interest rates rise. Based
on our market risk sensitive instruments outstanding at
September 30, 2001, we have determined that there was no
material market risk exposure to our consolidated financial
position, results of operations or cash flows as of such date.

14



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)






PART II.  OTHER
INFORMATION




Item 1.  Legal Proceedings

Not applicable




Item 2.  Changes in Securities and
Use of Proceeds

Not applicable




Item 3.  Defaults Upon Senior
Securities

Not applicable




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

Not applicable




Item 5.  Other Information

Not applicable

15



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)






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                                                                                                                                                                                                                                                                                                                            
|Number  |        | Description |  | Filing                                                                                                                                                                                                                                                                                                                               
|        |        |             |  |                                                                                                                                                                                                                                                                                                                                      
|        | 3.1    |             |  | Registrants Amended Certificate of
	Incorporation.                                                                                                                                                                                                                                                                                   |  |  | (2)[3.1]    | 
|        | 3.2    |             |  | Registrants Amended Bylaws.                                                                                                                                                                                                                                                                                                          |  |  | (2)[3.2]    | 
|        | 4.1    |             |  | Indenture dated December 23, 1998 between
	Registrant, as Issuer, and United States Trust Company of New
	York, as Trustee.                                                                                                                                                                                                           |  |  | (1)[4.1]    | 
|        | 4.2    |             |  | Form of Note under Indenture (contained in
	Exhibit 4.1 hereto).                                                                                                                                                                                                                                                                      |  |  | (1)[4.1]    | 
|        | 4.3    |             |  | Pledge Agreement dated December 23, 1998
	between Registrant, as Pledgor, and NationsBanc Montgomery
	Securities LLC, Lehman Brothers, Inc., First Union
	Capital Markets, a division of Wheat First Securities, Inc.
	and TD Securities (USA) Inc., as Initial Purchasers, and
	United States Trust Company of New York, as Trustee. |  |  | (2)[4.3]    | 
|        | 4.4    |             |  | Credit Agreement among the Agents and Lenders
	named therein and Dobson/ Sygnet Operating Company, dated as of
	December  23, 1998.                                                                                                                                                                                                   |  |  | (2)[4.5]    | 
|        | 10.1.1 |             |  | Cellular One License Agreement effective
	December 1, 1996, between Cellular One Group and Eric
	Cellular Telephone Company.                                                                                                                                                                                                          |  |  | (2)[10.3]   | 
|        | 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, 1996, between Cellular One Group and Sygnet
	Communications,  Inc. (NY-3)                                                                                                                                                                                                 |  |  | (2)[10.3.5] | 



---



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

(b)  Reports on Form 8-K

Not applicable

16



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)






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: November 13, 2001

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

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

Date: November 13, 2001

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

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

17