Exhibit 10.3

               DOBSON COMMUNICATIONS CORPORATION

                  PCS TRANSFER RIGHTS AGREEMENT

                  dated as of February 8, 2001

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                  PCS TRANSFER RIGHTS AGREEMENT

     PCS TRANSFER RIGHTS AGREEMENT, dated as of February 8, 2001
(this "Agreement"), by and between Dobson Communications
Corporation, an Oklahoma corporation (the "Company"), and AT&T
Wireless Services, Inc., a Delaware corporation ("AWS").

                            RECITALS

     WHEREAS:

     (A)  AWS is purchasing 200,000 shares of the Company's
Series AA Preferred which, subject to certain conditions, is
exchangeable for 200,000 shares of the Company's Series A
Convertible Preferred Stock (together the "Preferred Stock")
pursuant to that certain Stock Purchase Agreement dated November
6, 2000, as amended (as amended, the "Purchase Agreement") by and
between AWS and the Company; and

     (B)  The proceeds from the issuance of the Preferred Stock
may be used in whole or in part to fund the down payment required
in connection with the bid by the Company's subsidiary, DCC PCS,
Inc. ("DPCS"), to purchase PCS Licenses (as hereinafter defined)
in the FCC  Re-Auction (as hereinafter defined); and

     (C)  The parties hereto have agreed to enter into this
Agreement in order to provide for certain matters relating to any
PCS Licenses acquired by the Company or DPCS in the FCC Re-
Auction.

     NOW, THEREFORE, in consideration of the premises and the
mutual representations, warranties, covenants, conditions and
agreements hereinafter set forth, the parties agree as follows:

                           ARTICLE 1.

     1.1  Certain Defined Terms.  As used herein, the following
terms have the following meanings (unless indicated otherwise,
all Section and Article references are to Sections and Articles
in this Agreement, and all Schedule and Exhibit references are to
Schedules and Exhibits to this Agreement):

     "AAA Rules" shall have the meaning set forth in Section
3.6(c).

     "Affiliate" shall have the meaning given such term in Rule
501(b) under the Securities Act, provided, that, Logix
Communications will not be deemed to be part of the Company or an
Affiliate of the Company for purposes of this Agreement, and
neither ACC Acquisition LLC, a Delaware limited liability
company, nor any Subsidiary thereof will be deemed to be an
Affiliate of the Company for purposes of this Agreement.

     "Arbitration Notice" shall have the meaning set forth in
Section 3.6(c).

     "Auctioned PCS License" shall mean a License issued by the
FCC to the Company, DPCS or another Subsidiary of the Company
pursuant to the FCC Re-Auction to construct and operate a PCS
System in certain BTAs.

     "Auctioned PCS System" shall mean a PCS System constructed
and operated by the Company, DPCS or another Subsidiary of the
Company in a BTA (or any successor territorial designations or
subdivision thereof authorized by the FCC) pursuant to an
Auctioned PCS License.

     "AWS" shall have the meaning set forth in the preamble.

     "AWS Transferee" shall have the meaning set forth in Section
2.1(b).

     "Beneficially Own" shall have the meaning set forth in Rule
13d-3 of the Securities Exchange Act of 1934, as amended.

     "BTA" shall mean a geographic area established by the Rand
McNally 1992 Commercial Atlas & Marketing Guide, 123rd Edition,
as modified by the FCC to form the initial geographic area of a
license for the C, D, E and F blocks of broadband PCS spectrum as
defined in Section 24.202 of the FCC's rules.

     "Cellular System" shall mean a mobile communication system
constructed and operated in an MSA or a RSA (or any successor
territorial designations or subdivision thereof authorized by the
FCC) exclusively using frequencies in the 800 MHz band, or
portions thereof, pursuant to a License therefor issued by the
FCC.

     "Cellular Territory" shall mean the cellular geographic
service area in an MSA or RSA in which the Company or its
Subsidiaries has been granted a License to operate a Cellular
System by the FCC.

     "Change of Law" shall mean a change in a Law applicable to
the Company, AWS and/or any of their respective Affiliates or
their respective businesses, properties or assets which is
adopted or occurs after the date hereof.

     "Company" shall have the meaning set forth in the preamble.

     "Dispute" shall have the meaning set forth in Section
3.6(a).

     "Expiration Date" shall have the meaning set forth in
Section 2.1(b).

     "FCC"  shall mean the Federal Communications Commission or
similar regulatory authority established in replacement thereof.

     "FCC Conflict" shall mean the existence or occurrence of any
of the following: (a) the FCC Order being withdrawn, reversed,
superseded or otherwise ceasing to be in full force and effect,
including without limitation as a result of a Change of Law or an
application of existing law, (b) the commencement of the 90 day
cure period (as such period may be modified) set forth in the FCC
Order, (c) either AWS or the Company or any of their respective
Affiliates own an attributable interest in both Cellular Systems
or PCS Systems authorized to serve a Cellular Territory or PCS
Territory which violates any FCC rule or regulation prohibiting
such overlapping interests; (d) either AWS, the Company or any of
their respective Affiliates holds an attributable interest in
more licensed broadband PCS, cellular, and SMR spectrum regulated
as CMRS than is permitted under any FCC spectrum cap regulation
prohibiting such interest; or (e) either AWS or the Company or
any of their respective Affiliates holds any other attributable
interest or interests which violates any rule or regulation of
the FCC, for example, prohibitions on the ownership of certain
interests in the telephone company and cable television company
serving the same market.

     "FCC Order" shall mean the waiver of 47 CFR Section 22.942
granted to the Company and AWS by the Chief of the Commercial
Wireless Division, Wireless Telecommunications Bureau, DA 99-1475
(released July 29, 1999).

     "FCC Re-Auction" shall mean the auction (Auction No. 35) by
the FCC of 422 Licenses for broadband PCS spectrum covering 195
BTAs and consisting of 312 C block 10 MHz licenses, 43 C block 15
MHz licenses and 67 F block 10 MHz licenses scheduled for
December 12, 2000.

     "Governmental Authority" shall mean a Federal, state or
local court, legislature, governmental agency, commission or
regulatory or administrative authority or instrumentality.

     "Law" shall mean applicable common law and any statute,
ordinance, code or other law, rule, permit, permit condition,
regulation, order, decree, technical or other standard,
requirement or procedure enacted, adopted, promulgated, applied
or followed by any Governmental Authority.

      "License" shall mean a license, permit, certificate of
authority, waiver, approval, certificate of public convenience
and necessity, registration or other authorization, consent or
clearance to construct or operate a facility, including any
emissions, discharges or releases therefrom, or to transact an
activity or business, to construct a tower or to use an asset or
process, in each case issued or granted by a Governmental
Authority.

     "Logix Communications" shall mean Logix Communications
Enterprises, Inc., an Oklahoma corporation.

     "MSA" shall mean a Metropolitan Statistical Area, comprised
of one or more counties in the Unites States, as listed in Public
Notice Report No. CL-92-40, "Common Carrier Public Mobile
Services Information, Cellular MSA/RSA Markets and Counties,"
dated January 24, 1992.  DA 92-109.

     "MTA" shall mean a geographic area established by the Rand
McNally 1992 Commercial Atlas & Marketing Guide, 123rd Edition,
as modified by the FCC to form the initial geographic area of
license for the A and B blocks of broadband PCS spectrum as
defined in Section 24.202 of the FCC's rules.

     "Offer" shall have the meaning set forth in Section 2.1(b).

     "Operating Agreement" shall mean an agreement between the
Company and/or one or more of its Subsidiaries and AWS and/or one
or more of its Subsidiaries which provides for the use by AWS
and/or its Subsidiaries of one or more of the Auctioned PCS
Systems built and operated by the Company or one of its
Subsidiaries, including pricing terms, quality standards,
interoperability requirements pertaining to the compatibility of
the network with AWS' networks and other customary provisions.

     "PCS System" shall mean a mobile communication system
constructed and operated in a BTA or a MTA (or any successor
territorial designations or subdivision thereof authorized by the
FCC) exclusively using the 1850 MHZ to 1910 MHZ and 1930 MHZ to
1990 MHZ frequencies, or portions thereof, pursuant to a License
therefor issued by the FCC.

     "PCS System Stock" shall have the meaning set forth in
Section 2.1(a).

     "PCS Territory" shall mean an MTA or BTA in which the
Company or any of its Subsidiaries has been granted a License to
operate a PCS System by the FCC.

     "Person" shall mean an individual, corporation, partnership,
limited liability company, association, joint stock company,
Governmental Authority, business trust or other legal entity.

     "Preferred Stock" shall have the meaning set forth in the
Recitals.

     "Purchase Agreement" shall have the meaning set forth in the
Recitals.

     "RSA" shall mean a Rural Statistical Area, comprised of one
or more counties in the United States, as listed in Public Notice
Report No. CL-92-40, "Common Carrier Public Mobile Services
Information, Cellular MSA/RSA Markets and Counties," dated
January 24, 1992, DA 92-109.

     "Series AA Preferred" shall have the meaning given such term
in the Purchase Agreement.

     "Subject PCS System Assets" shall have the meaning set forth
in Section 2.1(a).

     "Subsidiary" shall mean, with respect to any Person, any
corporation, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power
of  shares of stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly
or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if
a partnership, association, limited liability company or other
business entity, a majority of the partnership, membership or
other similar ownership interest thereof is at the time owned or
controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that Person or a combination thereof.  For
purposes hereof, a Person or Persons shall be deemed to have a
majority ownership interest in a partnership, limited liability
company, association or other business entity if such Person or
Persons shall be allocated a majority of partnership, limited
liability company, association or other business entity gains or
losses or shall be or control the managing general partner of
such partnership, management board of the limited liability
company, or the comparable governing body of such association or
other business entity.

     "Transfer" shall mean, with respect to any Auctioned PCS
License, the sale, transfer, assignment or disposition of such
Auctioned PCS License and any other change in control (as
determined under the FCC's rules) of such Auctioned PCS License.
A Transfer shall not include the pledge of, or the granting of a
lien or other encumbrance in, the equity securities of the owner
of the applicable Auctioned PCS License.

     "Transferee" shall have the meaning set forth in Section
2.1(b).

     "Transferor" shall have the meaning set forth in Section
2.1(b).

     1.2  Other Definitional Provisions.  Each definition or
pronoun herein shall be deemed to refer to the singular, plural,
masculine, feminine or neuter as the context requires.  Words
such as "herein," "hereinafter," "hereof," "hereto" and
"hereunder" refer to this Agreement as a whole, unless the
context otherwise requires. References to a document or agreement
shall be to such document or agreement, as the same may be
amended, supplemented or otherwise modified from time to time.

                           ARTICLE 2.

     2.1  Right of First Offer.

     (a)  If the Company or any of its Subsidiaries proposes to
Transfer (i) any one or more of the Auctioned PCS Licenses (or
any portion thereof) either separately or together with the
assets used to operate the applicable Auctioned PCS Systems
(collectively, the "Subject PCS System Assets") to a Person that
is not the Company or one of its wholly-owned Subsidiaries or
(ii) the capital stock or equity securities of a Subsidiary which
directly or indirectly owns Subject PCS System Assets to a Person
that is not the Company or a wholly-owned Subsidiary of the
Company (the "PCS System Stock"), it shall offer in writing to
sell to AWS the Subject PCS System Assets or PCS System Stock, as
the case may be, on the terms and conditions set forth in this
Section 2.1.

     (b)  The Person intending to Transfer the Subject PCS System
Assets or the PCS System Stock, as the case may be, pursuant to
this Section 2.1 (the "Transferor") shall, prior to entering into
any commitment or agreement in respect thereof, offer in writing
(the "Offer") to sell the Subject PCS System Assets or the PCS
System Stock, as the case may be, to AWS for cash, which Offer
shall specify the price for the Subject PCS System Assets or the
PCS System Stock, as the case may be, and the contractual terms
and conditions of the proposed Transfer.  If AWS wishes to accept
the Offer, it shall give notice in writing of its acceptance to
the Transferor (the "Acceptance Notice") within 30 days following
the date of receipt of the Offer (the "Expiration Date") and AWS
shall file the appropriate application for the FCC's consent to
the assignment or change in control within 14 days after giving
the Acceptance Notice (the "Filing Period") provided that the
Company shall reasonably cooperate with AWS in connection with
the preparation of such application, and AWS or its designee (the
"AWS Transferee") shall purchase the Subject PCS System Assets or
the PCS System Stock, as the case may be, on the terms set forth
in the Offer within 90 days after giving the Acceptance Notice or
such longer period not to exceed 180 days from the giving of the
Acceptance Notice to the Transferor as is needed to obtain FCC
approval (such longer period, the "Extended Period").  Absent the
giving of the Acceptance Notice by the Expiration Date or the
filing for FCC approval by the expiration of the Filing Period,
or if the closing of the purchase of the Subject PCS System
Assets or the PCS System Stock, as the case may be, does not take
place within the required 90-day period or the Extended Period,
as the case may be, the Transferor shall be free to Transfer the
Subject PCS System Assets or the PCS System Stock, as the case
may be, to any Person (a "Transferee") for a period of 240 days
following the Expiration Date; provided, however, that the
purchase price must not be less than, and the other terms and
conditions upon which the Transferee purchases the Subject PCS
System Assets or the PCS System Stock, as the case may be, must
be no more favorable in the aggregate to the Transferee than the
purchase price and other material terms and conditions set forth
in the Offer; provided, further, however, that the purchase price
payable by the Transferee does not have to be payable in cash.
If the Subject PCS System Assets or the PCS System Stock, as the
case may be, are not sold pursuant to the provisions of this
Section 2.1(b) within such 240-day period, AWS's right of first
offer shall revive.  In the event the AWS Transferee is a Person
other than AWS, all obligations of the AWS Transferee shall be
unconditionally guaranteed by AWS.  In the event the AWS
Transferee defaults in its obligation to purchase the Subject PCS
System Assets or the PCS System Stock, as the case may be, the
Subject PCS System Assets or the PCS System Stock, as the case
may be, that were subject to the Offer shall no longer be subject
to the provisions of Section 2.1.

     (c)  Notwithstanding anything to the contrary set forth in
this Agreement, the provisions of this Section 2.1 shall not
apply to (i) any Transfer by the Company of all or substantially
all of the Company's assets (whether by merger, consolidation,
sale of securities or otherwise), (ii) any Transfer by the
Company and/or its Subsidiaries of any Subject PCS System Assets
or PCS System Stock, as the case may be, which, if the AWS
Transferee purchased such Subject PCS System Assets or PCS System
Stock, as the case may be, pursuant to this Section 2.1, would
result in an FCC Conflict which may not be cured by such AWS
Transferee within a reasonable period of time following its
election to purchase the Subject PCS System Assets or PCS System
Stock but in no event longer than the Extended Period or (iii)
any Transfer by the Company and/or its Subsidiaries of any
Subject PCS System Assets or PCS System Stock, as the case may
be, in which the Subject PCS System Assets or, in the case of a
Transfer of PCS System Stock, the Auctioned PCS Licenses and/or
Auctioned PCS Systems owned directly or indirectly by the
Subsidiary of the Company whose PCS System Stock is being
Transferred, are not subject to any Operating Agreement.

                           ARTICLE 3.

                         Miscellaneous.

     3.1  Notices.  All notices or other communications hereunder
shall be in writing and shall be given (and shall be deemed to
have been duly given upon receipt) by delivery in person, by
facsimile transmission, or by registered or certified mail
(return receipt requested), postage prepaid, with an
acknowledgment of receipt signed by the addressee or an
authorized representative thereof, addressed as follows (or to
such other address for a party as shall be specified by like
notice; provided that notice of a change of address shall be
effective only upon receipt thereof:

     If to AWS, to:

          AT&T Wireless Services, Inc.
          7277 164th Ave., N.E.
          Redmond, WA  98052
          Facsimile:   (425) 580-8405
          Telephone:  (425) 580-5949
          Attention:  Joseph Stumpf

     With a copy to:

          Friedman Kaplan & Seiler, LLP
          875 Third Avenue
          New York, New York 10022-6225
          Telephone:  (212) 833-1100
          Facsimile:   (212) 355-6401
          Attention:   Matthew S. Haiken, Esq.

     If to the Company, to it:

          Dobson Communications Corporation
          13439 N. Broadway Extension
          Suite 200
          Oklahoma City, OK  73114
          Facsimile:  (405) 529-8515
          Telephone: (405) 529-8305
          Attention:  Everett R. Dobson, President

     With a copy to the Company at the same address to:
          Attention:  Ronald L. Ripley, Senior Corporate Counsel
          Facsimile:  (405) 529-8765
          Telephone: (405) 529-8376

     With a further copy to:

          Edwards & Angell, LLP
          2800 BankBoston Plaza
          Providence, RI  02903
          Telephone:   (401) 276-6586
          Facsimile:    (401) 276-6602
          Attention:     David K. Duffell, Esq.

     3.2  Entire Agreement; Amendments; Consents.

          (a)  This Agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both
written and oral, among the parties or any of them with respect
to the subject matter hereof.

          (b)  No change or modification of this Agreement shall
be valid, binding or enforceable unless the same shall be in
writing and signed by the Company and AWS.

     3.3  Termination.

     This Agreement shall terminate on the earlier of (x) as to
any Subject PCS System Assets or PCS System Stock, upon the
Transfer of such Subject PCS System Assets or PCS System Stock,
as the case may be, in accordance with the provisions of this
Agreement, (y) the date on which the parties hereto consent in
writing to such termination, and (z) the date on which the
Company and/or its Subsidiaries and AWS and/or its Subsidiaries
are not parties to an Operating Agreement covering any of the
Auctioned PCS Systems; provided, that (i) the termination of this
Agreement shall not impair any rights or obligations of either
party hereto arising prior to the time of termination, or which
may arise by an event causing the termination of this Agreement
and (ii) the provisions of this Article 3 shall survive any
termination of this Agreement.

     3.4  Waiver.  No failure or delay on the part of any party
hereto in exercising any right, power or privilege hereunder, nor
any course of dealing between the Company and AWS shall operate
as a waiver thereof nor shall any single or partial exercise of
any right, power or privilege hereunder preclude the simultaneous
or later exercise of any other right, power or privilege. The
rights and remedies herein expressly provided are cumulative and
not exclusive of any rights and remedies which any party hereto
would otherwise have. No notice to or demand on the Company in
any case shall entitle the Company to any other or further notice
or demand in similar or other circumstances or constitute a
waiver of the rights of AWS or any of them to take any other or
further action in any circumstances without notice or demand.

     3.5  Governing Law.  This Agreement shall be governed and
construed in accordance with the law of the State of New York
without reference to the conflicts of law principles thereof.

     3.6  Dispute Resolution; Waiver of Jury Trial.

          (a)  The parties shall use and strictly adhere to the
following dispute resolution processes, except as otherwise
expressly provided in this Section 3.6, to resolve any and all
disputes, controversies or claims, whether based on contract,
tort, statute, fraud, misrepresentation or any other legal or
equitable theory (hereinafter, "Dispute(s)"), arising out of or
relating to this Agreement (and any prior agreement this
Agreement supersedes), including without limitation, its making,
termination, non-renewal, its alleged breach and the subject
matter of this Agreement (e.g., products or services furnished
hereunder or those related to those furnished):

          (b)  The parties shall first attempt to settle each
Dispute through good faith negotiations.  The aggrieved party
shall initiate such negotiations by giving the other party(ies)
written notice of the existence and nature of the Dispute.  The
other party(ies) shall in a writing to the aggrieved party
acknowledge such notice of Dispute within ten (10) business days.
Such acknowledgment may also set forth any Dispute that the
acknowledging party desires to have resolved in accordance with
this Section.

          (c)  Thereafter, if any Dispute is not resolved by the
parties through negotiation within thirty (30) calendar days of
the date of the notice of acknowledgment, either party may
terminate informal negotiations with respect to that Dispute and
have the right, by delivery of written notice thereof (the
"Arbitration Notice") to the other party, to submit the matter to
be finally settled by arbitration in accordance with the
Commercial Arbitration Rules then in effect of the American
Arbitration Association, as modified herein (the "AAA Rules").
The place of arbitration shall be Oklahoma City, Oklahoma.  All
matters so submitted to arbitration shall be settled by three
arbitrators.  The disputing party and the Company shall each
designate one arbitrator within 20 days of the delivery of the
Arbitration Notice.  If either the disputing party or the Company
fails so to timely designate an arbitrator, the matter shall be
resolved by the one arbitrator timely designated.  The disputing
party and the Company shall cause the designated arbitrators to
mutually agree upon and to designate a third arbitrator,
provided, however, that failing such agreement within 45 days of
delivery of the Arbitration Notice, the third arbitrator shall be
appointed in accordance with the AAA Rules.  The disputing party
and the Company, shall be responsible for the payment of the fees
and expenses of their respectively designated arbitrators and
shall bear equally the fees and expenses of the third arbitrator.
The disputing party and the Company, shall cause the arbitrators
to decide the matter to be arbitrated pursuant hereto within 60
days after the appointment of the last arbitrator.  The arbitral
tribunal is not empowered to award damages in excess of
compensatory damages and each party hereby irrevocably waives any
right to recover punitive, exemplary or similar damages with
respect to any Dispute.  The final decision of the majority of
the arbitrators shall be furnished to the disputing party and the
Company and AWS in writing and shall constitute a conclusive
determination of the matter in question, binding upon the Company
and AWS and shall not be contested by any of them.  Such decision
may be used in a court of law only for the purpose of seeking
enforcement of the arbitrators' award.  Any arbitration
proceeding, decision or award rendered hereunder and the
validity, effect and interpretation of this arbitration agreement
shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections
1-16, and judgment upon any award may be entered in any court of
competent jurisdiction.

          (d)  EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH
COUNSEL WAIVE THEIR RIGHTS, IF ANY, TO JURY TRIAL IN RESPECT TO
ANY DISPUTE OR CLAIMS BETWEEN OR AMONG THE PARTIES TO THIS
AGREEMENT RELATING TO OR IN RESPECT OF THIS AGREEMENT, ITS
NEGOTIATION, EXECUTION, PERFORMANCE, SUBJECT MATTER, OR ANY
COURSE OF CONDUCT OR DEALING OR ACTIONS UNDER OR IN RESPECT OF
THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION ANY CLAIM UNDER THE
SECURITIES ACT, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
ANY OTHER STATE OR FEDERAL LAW RELATING TO SECURITIES OR FRAUD OR
BOTH, THE RACKETEER INFLUENCED AND CORRUPT ORGANIZATIONS ACT, AS
AMENDED, OR FEDERAL OR STATE COMMON LAW.

     3.7  Benefit and Binding Effect; Severability.  This
Agreement shall be binding upon and shall inure to the benefit of
the Company, its successors and assigns, and AWS and its
successors.  This Agreement shall not be assignable by AWS in
whole or in part without the prior written consent of the
Company.  If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any law or
public policy, all other terms and provisions of this Agreement
shall nevertheless remain in full force and effect. Upon such
determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto
affected by such determination in any material respect shall
negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an
acceptable manner in order that the provisions hereof are given
effect as originally contemplated to the greatest extent
possible.

     3.8  FCC and Regulatory Approvals.  Notwithstanding anything
contained in this Agreement to the contrary, no transaction or
action contemplated herein shall be consummated and no interests
or rights Transferred prior to receiving FCC approvals with
respect thereto to the extent such FCC approvals are necessary.

     3.9  Attorneys' Fees.  In any action or proceeding brought
to enforce any provision of this Agreement, or where any
provision hereof is validly asserted as a defense, the successful
party shall be entitled to recover reasonable attorneys' fees in
addition to any other available remedy.

     3.10 Headings.  The captions in this Agreement are for
convenience only and shall not be considered a part of or affect
the construction or interpretation of any provision of this
Agreement.

     3.11 Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the
same instrument.

     3.12 Effective Date.  This Agreement shall be effective on
the date of the closing of the purchase of the Preferred Stock by
AWS pursuant to the Purchase Agreement.

     3.13 Specific Performance.  Notwithstanding the terms of
Section 3.6 hereof, the parties acknowledge that money damages
may not be an adequate remedy for violations of this Agreement
and that any party may, in its sole discretion, in any court of
competent jurisdiction, apply for specific performance or
injunctive or other relief as such court may deem just and proper
in order to enforce this Agreement or to prevent violation hereof
and, to the extent permitted by applicable law, each party waives
any objection to the imposition of such relief.

     [The rest of this page is left blank intentionally.]

<PAGE>

     IN WITNESS WHEREOF, each of the parties has executed or
caused this Agreement to be executed by its duly authorized
officers as of the date first written above.

                         AT&T WIRELESS SERVICES, INC.

                           By:    JOSEPH E. STUMPF
                           Name:  Joseph E. Stumpf
                           Title:

                         DOBSON COMMUNICATIONS CORPORATION

                           By:    EVERETT R. DOBSON
                           Name:  Everett R. Dobson
                           Title: Chief Executive Officer


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