Exhibit 10.4

                DOBSON COMMUNICATIONS CORPORATION


                         AMENDMENT NO. 1
                     dated February 8, 2001
                               to
            STOCKHOLDER AND INVESTOR RIGHTS AGREEMENT
                  dated as of January 31, 2000

<PAGE>

    AMENDMENT NO. 1 TO STOCKHOLDER AND INVESTOR RIGHTS AGREEMENT


     Amendment No. 1 (the "Amendment") dated as of February 8,
2001 by and among the Persons listed on Schedule I hereto and
Dobson Communications Corporation, an Oklahoma corporation (the
"Company") to that certain Stockholder and Investor Rights
Agreement (the "Agreement"), dated as of January 31, 2000 by and
among the Persons listed on Schedule I thereto and the Company.

                            RECITALS

     WHEREAS, the Company and AWS have entered into that certain
Stock Purchase Agreement dated as of November 6, 2000, as amended
by that certain Amendment No. 1 to Stock Purchase Agreement dated
February 8, 2001 (as amended, the "Purchase Agreement") pursuant
to which AWS will purchase from the Company 200,000 shares of the
Company's Series AA Preferred Stock, upon the terms and subject
to the conditions of the Purchase Agreement, which shares are,
subject to certain conditions, exchangeable for 200,000 shares of
the Company's Series A Convertible Preferred Stock; and

     WHEREAS, the parties hereto desire to amend and supplement
the Agreement in the manner set forth in this Amendment; and

     WHEREAS, capitalized terms used herein but not otherwise
defined shall have the meanings given such terms in the
Agreement.

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

     Section 1.  Each reference to "this Agreement" and each
other similar reference contained in the Agreement shall from and
after the effective date hereof refer to the Agreement as amended
and supplemented hereby.

     Section 2.  Amendment to the Recitals.  The Recitals to the
Agreement are hereby amended as follows:

     (a) By deleting subsections (A), (B), and (C) thereof in
their entirety.

     (b) By deleting the section reference "(D)" therein and
inserting in lieu thereof the section reference "(A)" and by
deleting the number "1/4" from subsection (A)(b)(ii) (as
renumbered) thereof.

     (c) By deleting the section reference "(E)" therein and
inserting in lieu thereof the section reference "(B)".

     (d) By deleting the word "and" immediately preceding
subsection (A)(b)(iv) thereof (as renumbered).

     (e) By deleting the number "4,726,000" in subsection
(A)(b)(iv) thereof (as renumbered)  and inserting in lieu thereof
the number "4,326,000".

     (f) By inserting immediately after subsection (A) (iv)
thereof (as renumbered) new subsections (v) and (vi) as follows:

       "(v)   200,000 shares have been designated as Series A
          Convertible Preferred Stock; and

       (vi)    200,000 shares have been designated Series AA
          Preferred Stock"

     Section 3.  Amendment to Article 1.  Article 1 of the
Agreement is hereby amended as follows:

     (a) By inserting before "Closing Price" but after "Class E
Preferred Stock" a new definition "Closing Date" as follows:

       "Closing Date" shall mean the date of the Closing under
       the Stock Purchase Agreement (the "Purchase Agreement")
       dated as of November 6, 2000, between AWS and the
       Company, as amended pursuant to Amendment No. 1 to Stock
       Purchase Agreement dated as of February 8, 2001, between
       such same parties.

     (b) By inserting before "Closing Date" but after "Class E
Preferred Stock" a new definition "Closing" as follows:

       "Closing" shall have the meaning given such term in the
       Purchase Agreement.

     (c) By inserting before "control" but after "confidential
information" a new definition "Conflict Market Report" as
follows:

       "Conflict Market Report" means a written notice
       specifying (a) each Cellular System MSA or RSA in which
       AWS or its Affiliates owns either a controlling
       interest, or at least a 5% non-controlling ownership
       interest, or any other attributable interest (within the
       meaning of the rules of the FCC) and (b) each PCS System
       MSA or RSA in which AWS  or its Affiliates have a
       controlling interest or at least a 20% non-controlling
       ownership interest or any other attributable interest
       (within the meaning of the rules of the FCC).

     (d) By inserting before "Credit Agreements" but after
"control" new definitions as follows:

       "Co-Sale" has the meaning given to such term in Section
       3.7(a) hereof."

       "Co-Sale Acceptance Notice" has the meaning given to such
       term in Section 3.7(a) hereof."

       "Co-Sale Election Period" has the meaning given such term
       in Section 3.7(a) hereof."

       "Co-Sale Notice" has the meaning given to such term in
       Section 3.7(a) hereof."

       "Co-Sale Option" has the meaning given to such term in
       Section 3.7(a) hereof."

       "Co-Sale Right" has the meaning given to such term in
       Section 3.7(a) hereof."

     (e) By inserting before "FCC" but after "Exchangeable PIK
Preferred Stock" a new definition "Exempt Issuances" as follows:

        "Exempt Issuances" has the meaning given to such term in
        Section 3.6(b) hereof.

     (f) By inserting before "GAAP" but after "FCC Order" a new
definition "FCC Re-Auction" as follows:

        "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, currently scheduled for December 12, 2000.

     (g) By inserting into the definition of "Preferred Stock"
after the words "Senior PIK Preferred Stock" the phrase ", Series
A Preferred Stock and Series AA Preferred."

     (h) By inserting before "Senior PIK Preferred Stock"  but
after "Securities Act" a new definition "Selling Stockholder" as
follows:

       "Selling Stockholder" has the meaning given to such term
       in Section 3.7(a) hereof.

     (i) By inserting  before "Stockholders"  but after "Senior
PIK Preferred Stock" the definitions "Series AA Certificate of
Designation" and "Series A Certificate of Designation", as
follows:

       "Series AA Certificate of Designation" shall mean the
       Certificate of the Powers, Preferences and Relative,
       Optional and Other Special Rights of Series AA Preferred
       Stock and the Qualifications, Limitations and
       Restrictions thereof, authorizing the Series AA Preferred
       Stock pursuant to the Restated Certificate, as amended.

       "Series A Certificate of Designation" shall mean the
       Certificate of Designation of the Powers, Preferences and
       Relative, Optional and Other Special Rights of Series A
       Preferred Stock and Qualifications, Limitations and
       Restrictions thereof, authorizing the Series A Preferred
       Stock pursuant to the Restated Certificate, as amended.

     (j) By inserting before "Stockholders" but after "Series A
Certificate of Designation" the definitions "Series AA Preferred"
and "Series A Preferred Stock" as follows:

       "Series AA Preferred" shall mean shares of Series AA
       preferred Stock, par value $1.00 per share, of the
       Company.

       "Series A Preferred Stock" shall mean shares of Series A
       Convertible Preferred Stock, par value $1.00 per share,
       of the Company.

     (k)  By deleting the definition of "Logix Communications".

     (l)  By amending the definition of "POPs" by deleting the
phrase "Equifax Marketing Decision Systems, Inc." and inserting
in lieu thereof the phrase "Paul Kagen Cellular Telephone
Atlas".

     (m)  By amending the definition of "Restated Bylaws" by
deleting the phrase "as of the IPO Date" and inserting in lieu
thereof the phrase "as of the Closing Date".

     (n)  By amending the definition of "Restated Certificate" by
deleting the phrase "as of the IPO Date" and inserting in lieu
thereof the phrase "as of the Closing Date".

     (o)  By deleting the following phrase from the definition of
"Affiliate":

       "Logix Communications will not be deemed to be part of
       the Company or an Affiliate of the Company for purposes
       of this Agreement, and".

     (p)  By inserting before "PCS System" but after "NASDAQ" a
new definition "New Securities" as follows:

       "New Securities" shall mean (a) Equity Securities and (b)
       debt securities, options, warrants, and other rights,
       convertible or exercisable into Equity Securities.

     (q)  By inserting before "FCC" but after "Exempt Issuances"
a new definition "Existing Major Stockholder Affiliate" as
follows:

       "Existing Major Stockholder Affiliate" means any Person
       directly or indirectly controlled by Everett R. Dobson,
       other than the Company or any of its Subsidiaries.  For
       purposes of this definition, a Family Member shall be
       considered an Existing Major Stockholder Affiliate.

     (r)  By inserting before "FCC" but after "Existing Major
Stockholder Affiliate" a new definition "Family Member" as
follows:

       "Family Member" means Everett R. Dobson's spouse,
       children (including stepchildren or adopted children) and
       each trust, family limited partnership or other entity
       created for the primary benefit of any one or more of
       them.

     Section 4.  Amendment to Article 2.  Article 2 of the
Agreement is hereby amended as follows:

     (a)  By inserting at the beginning of subsection 2.1(b)
thereof the following:

       "AWS hereby acknowledges and agrees that, in the event
       that the Board of Directors will consider, discuss or
       vote upon any matter involving a potential event of a
       conflict of interest between AWS or its Affiliates and
       the Company, it will cause any director selected pursuant
       to Section 2.1(a)(ii) above to recuse himself from the
       meeting during the period of such consideration and
       discussion and abstain from any vote to be taken by the
       Board of Directors concerning such matter.  Furthermore,".

     Section 5.  Amendment to Article 3.  Article 3 of the
Agreement is hereby amended as follows:

     (a) By inserting the subsection reference "(a)" immediately
prior to the word "Notwithstanding" in the first line of Section
3.1.

     (b) By inserting a new subsection 3.1(b) as follows:

          "(b) Neither AWS nor any Affiliate of AWS shall
          Transfer, directly or indirectly, any shares of Series
          AA Preferred or Series A Preferred Stock to any
          competitor of the Company unless such Transfer is
          approved by a duly adopted resolution of the Board of
          Directors of the Company."

     (c) By inserting after Section 3.2 but before Section 3.3, a
new Section 3.3 as follows and by redesignating Sections 3.3 and
3.4 as Sections 3.4 and 3.5, respectively:

       "3.3  Transfer and Conversion of Series A Preferred
       Stock.  AWS covenants and agrees that, until the first
       anniversary of the Closing Date, AWS will not Transfer
       any shares of Series AA Preferred or Series A Preferred
       Stock held by it without the prior written approval of
       the Board of Directors, other than Transfers (i) to an
       Affiliate; provided any Affiliate of AWS shall Transfer
       all shares of Series AA Preferred or Series A Preferred
       Stock, as the case may be, held by it to AWS or another
       Affiliate of AWS immediately prior to it ceasing to be an
       Affiliate of AWS; (ii) pursuant to a tender or exchange
       offer (as evidenced by a duly adopted resolution of the
       Board of Directors), (iii) to the Company, (iv) pursuant
       to the terms and conditions of a merger or consolidation
       to which the Company is a party, or (v) pursuant to the
       Exchange Agreement, dated as of February 8, 2001, between
       the Company and AWS (the "Exchange Agreement").  AWS
       further covenants and agrees that it shall not distribute
       or otherwise Transfer any shares of Series AA Preferred
       or Series A Preferred Stock held by it to partners,
       investors, or stockholders until it has given irrevocable
       written notice to the Company and, if applicable, to the
       Company's transfer agent for the Series A Preferred
       Stock, of the conversion pursuant to Section 7 of the
       Series A Certificate of Designations of shares of Series
       A Preferred Stock to be distributed or Transferred into
       shares of the Company's Class A Common Stock."

     (d) By adding the following sentence immediately following
the last sentence of Section 3.4 (as renumbered):

       "Any transferee of shares of Series AA Preferred or
       Series A Preferred Stock pursuant to any Transfer made in
       violation of this Article 3 shall have no rights as a
       Stockholder of the Company and no other rights against or
       with respect to the Company except, in the case of Series
       A Preferred Stock, the right to receive shares of Class A
       Common Stock upon the conversion of such transferred
       shares of Series A Preferred Stock."

     (e) By deleting in the first sentence in Section 3.5(b) (as
renumbered) the section reference "Section 3.3" and inserting in
lieu thereof the section reference "Section 3.5".

     (f) By adding a new Section 3.6 as follows:

       "3.6  Limited Rights of First Offer.

                (a) Until such time as AWS ceases to hold at
          least the Minimum Equity Ownership, if at any time
          after the date hereof the Company authorizes the
          issuance or sale of any New Securities, other than an
          Exempt Issuance, the Company shall first offer to sell
          to AWS, subject to the rights of JWC under Section 3.5
          of this Agreement, a portion of the New Securities to
          be issued equal to the number of New Securities to be
          issued or sold multiplied by the quotient obtained by
          dividing (1) the number of shares of Common Stock then
          held by AWS (on a fully diluted, as-if converted
          and/or, with respect to the Series AA Preferred,
          exchanged and then converted basis) by (2) the total
          number of shares of Common Stock of the Company
          outstanding on a fully diluted, as-if converted basis.
          AWS shall be entitled to purchase such New Securities
          at the same price and on the same terms as such New
          Securities are to be offered to any Person.  The
          purchase price for all New Securities offered to AWS
          hereunder shall be payable in cash.

               (b) In order to exercise its purchase rights
          hereunder, AWS must within 10 days after receipt of
          written notice from the Company describing in
          reasonable detail the New Securities, the purchase
          price thereof, the payment terms and AWS' percentage
          allotment, deliver a written notice to the Company
          describing AWS' election to purchase such New
          Securities pursuant to the terms hereof.

               (c) Upon the expiration of the offering period
          described above, the Company shall be entitled to sell
          the New Securities which AWS has not elected to
          purchase during the 180 days following such expiration
          at a price not less, and on other terms and conditions
          no more favorable to the purchasers thereof, than that
          offered to AWS.  Any New Securities offered or sold by
          the Company after such 180-day period must be reoffered
          to AWS pursuant to the terms of this Section 3.6.

               (d) For purposes of this Agreement, "Exempt
          Issuance" shall mean any issuance (i) of Series AA
          Preferred Stock at the Closing as contemplated by the
          Purchase Agreement or any other preferred stock issued
          to AWS in connection with the transactions contemplated
          by the Purchase Agreement, including the exchange of
          Series AA Preferred Stock for Series A Preferred Stock
          (ii) of New Securities upon conversion or exercise of,
          or in exchange for, any Equity Securities or debt
          securities of the Company or any options, warrants or
          other rights to acquire securities of the Company,
          (iii) to employees, officers, directors and consultants
          of the Company and its Subsidiaries pursuant to the
          terms of plans approved by the Board of Directors or
          otherwise, (iv) of the Company's securities as
          consideration for the acquisition of another Person or
          business, (v) as a pro rata distribution with respect
          to the Company's Equity Securities, (vi) pursuant to
          any securities split, securities dividend,
          recapitalization or reorganization that does not dilute
          the economic interest of any holder of New Securities,
          (vii) of New Securities issued to a lender in
          connection with its loan to the Company or any of its
          Subsidiaries or to investors in connection with an
          offering of the Company consisting of high yield debt
          securities or preferred stock or warrants or equity
          securities, (viii) of shares of Equity Securities
          issuable to the holders of the Preferred Stock in
          payment of accrued dividends thereon, (ix) of Special
          Parity Stock (as defined in the Series A Certificate of
          Designation), (x) of a class of Common Stock in
          exchange for another class of Common Stock in
          accordance with the provisions of the Restated
          Certificate, as amended and (xi) pursuant to an
          offering to the public registered under the Securities
          Act."

    (g) By adding a new Section 3.7 as follows:

          "3.7  Limited Rights of Co-Sale.

          (a)  Until such time as AWS ceases to hold at least the
          Minimum Equity Ownership, if the Dobson Partnership,
          Everett R. Dobson or any Existing Major Stockholder
          Affiliate proposes to sell to any Person (other than
          (i) to any Existing Major Stockholder Affiliate or to
          Everett R. Dobson, (ii) in a public sale or a sale
          subject to  Rule 144 of the Securities Act  or (iii)
          sales of Common Stock in an aggregate amount up to ten
          percent (10%) of the aggregate shares of Common Stock
          issued and outstanding at any time pursuant to
          customary forward sales contracts or other similar
          arrangements with major investment banking
          institutions) (each a "Co-Sale"), any of the shares of
          Common Stock held by such Person (the "Co-Sale
          Shares"), then such Person (the "Selling Stockholder")
          shall promptly give written notice (the "Co-Sale
          Notice") to AWS of its right to participate in the Co-
          Sale (the "Co-Sale Option").  The Co-Sale Notice shall
          set forth in reasonable detail the proposed sale or
          transfer, including, without limitation, the number of
          Co-Sale Shares to be sold or transferred, the nature of
          such sale or transfer, the consideration to be paid,
          and the name and address of each prospective purchaser
          or transferee.  AWS shall have the right to exercise
          its Co-Sale Option by giving written notice of such
          intent to participate in the Co-Sale (the "Co-Sale
          Acceptance Notice") to the Selling Stockholder within
          ten (10) days after receipt by AWS of the Co-Sale
          Notice (the "Co-Sale Election Period").  Each Co-Sale
          Acceptance Notice shall indicate the maximum number of
          shares of Common Stock which AWS wishes to sell in the
          Co-Sale.

          (b)  AWS shall have the right to sell that portion of
          its shares of Common Stock in the Co-Sale which is
          equal to or less than the product obtained by
          multiplying (i) the total number of shares of Common
          Stock available for sale to the buyer in the Co-Sale by
          (ii) a fraction, the numerator of which is the total
          number of shares of Common Stock then held by AWS (on a
          fully diluted, as if converted basis and/or, with
          respect to the Series AA Preferred, exchanged and then
          converted basis) and the denominator of which is the
          total number of shares of Common Stock then held by AWS
          and the Selling Stockholder (each on a fully diluted,
          as if converted basis), in each case as of the date of
          the Co-Sale Acceptance Notice.  In the event AWS does
          not elect to sell the full amount of the shares of
          Common Stock which AWS is entitled to sell pursuant to
          this Section 3.7, then the Selling Stockholder shall
          have the right to sell in the Co-Sale any shares of
          Common Stock not elected to be sold by AWS.  AWS shall
          have the right to convert shares of Series A Preferred
          Stock into the number of shares of Common Stock to be
          sold by AWS pursuant to the Co-Sale Option subject to
          the condition that the sale of such shares of Common
          Stock are purchased by the buyer or the Selling
          Stockholder in accordance with this Section 3.7.

          (c)  Within ten (10) calendar days after the end of the
          Co-Sale Election Period, the Selling Stockholder shall
          promptly notify AWS of the number of shares of Common
          Stock held by AWS that will be included in the Co-Sale
          and the date on which the Co-Sale will be consummated,
          which shall be no later than the later of (i) thirty
          (30) calendar days after the end of the Co-Sale
          Election Period and (ii) ten (10) days after the
          satisfaction of any governmental approval or filing
          requirements, if any.

          (d)  AWS may effect its participation in any Co-Sale
          hereunder by delivery to the buyer, or to the Selling
          Stockholder for delivery to the buyer, of one or more
          instruments or certificates, properly endorsed for
          transfer, representing the shares of Common Stock it
          elects to sell pursuant thereto.  At the time of
          consummation of the Co-Sale, the buyer shall remit
          directly to AWS that portion of the sale proceeds to
          which AWS is entitled by reason of its participation
          with respect thereto.  No shares of Common Stock may be
          purchased by the buyer from the Selling Stockholder
          unless the buyer simultaneously purchases from AWS all
          of the shares of Common Stock that it is entitled to
          sell pursuant to Section 3.7(b); provided, however,
          that in the event that the buyer refuses to purchase
          shares of Common Stock from AWS, the Selling
          Stockholder shall be permitted to consummate the Co-
          Sale as long as simultaneously with the closing of the
          Co-Sale the Selling Stockholder purchases from AWS, on
          the same terms and conditions as would have applied to
          the sale of shares of Common Stock by AWS to the buyer
          in the Co-Sale, all of the shares of Common Stock which
          AWS was entitled to sell in the Co-Sale.

          (e)  Any shares of Common Stock held by a Selling
          Stockholder which are the subject of the Co-Sale that
          the Selling Stockholder desires to sell following
          compliance with this Section 3.7 may be sold to the
          buyer only during the period specified in Section
          3.7(c) and only on terms no more favorable to the
          Selling Stockholder than those contained in the Co-Sale
          Notice.  Promptly after such sale, the Selling
          Stockholder shall notify the Company, which in turn
          shall promptly notify AWS, of the consummation thereof
          and shall furnish such evidence of the completion and
          time of completion of the sale and of the terms
          thereof.  In the event that the Co-Sale is not
          consummated within the period required by this Section
          3.7 or the buyer fails timely to remit to AWS its
          respective portion of the sale proceeds, the Co-Sale
          shall be deemed to lapse, and any sale of shares of
          Common Stock pursuant to such Co-Sale shall be deemed
          to be in violation of the provisions of this Agreement
          unless the Selling Stockholder once again complies with
          the provisions of this Section 3.7.

          (f)  The provisions of this Section 3.7 shall not apply
          to any transfer of shares by the Dobson Partnership or
          its Affiliates of Company Stock to Major Telecom
          Competitors, which transfers shall remain subject to
          the provisions of Section 3.1 hereof.

     (h)  By adding a new Section 3.8 as follows:

          "3.8  Prohibition of Issuances of New Securities.
          Until such time as AWS ceases to hold at least a
          majority of the shares of Series A Preferred Stock
          issued to it upon the exchange for 200,000 shares of
          Series AA Preferred issued to AWS on the Closing Date,
          the Company will not, without the prior written
          consent of AWS, issue New Securities to any Major
          Telecom Competitor; further, until such time as AWS
          ceases to hold at least a majority of the Series AA
          Preferred issued to AWS on the Closing Date, the
          Company will not, without the prior written consent of
          AWS, issue New Securities to any Major Telecom
          Competitor."

     Section 6.  Amendment to Article 4.  Article 4 of the
Agreement is hereby amended by deleting in Section 4.1(a)(i)(C)
the word "one" and inserting in lieu thereof the word "three".

    Section 7.  Amendment to Article 5.  Article 5 of the
Agreement is hereby amended  by adding a new Section 5.6 as
follows:

          "5.6.  Acquisition of Cellular and PCS Licenses.  Until
          such time as AWS ceases to Beneficially Own at least
          the Minimum Equity Ownership, neither the Company nor
          any of its Subsidiaries shall acquire Cellular System
          licenses or PCS System licenses for markets where, as
          of the date such acquisition agreement was entered
          into, the acquisition of such licenses by the Company
          would, based solely upon the most recently delivered
          Conflict Market Report delivered by AWS to the Company,
          result in an FCC Conflict."

     Section 8.  Miscellaneous.

     (a)  The provisions of Article 9 (other than Section 9.15) of
the Agreement, as in effect on the date hereof, are hereby
incorporated herein by reference, mutatis mutandis, as if set
forth herein in full.

     (b)  Section 9.15 of the Agreement is hereby amended by
adding the following at the end of the last sentence thereof:

          "provided, however, that if an FCC Conflict results
          from an ownership interest of (i) a partnership in
          which AWS is a partner or other entity in which AWS
          owns an attributable interest (within the meaning of
          the rules of the FCC), (ii) AWS or (iii) an Affiliate
          of AWS and (x) none of the Company's Chief Executive
          Officer, Chief Financial Officer or Senior Counsel had
          any knowledge that prior to the date that the Company
          became contractually committed to acquire the Cellular
          System license or PCS System license that such
          acquisition would cause such FCC Conflict and (y) such
          potential FCC Conflict was not evident from the
          Conflict Market Report, then AWS shall be required to
          take the actions necessary so that the FCC Conflict no
          longer exists; it being expressly understood that
          knowledge acquired during the FCC Re-Auction of the
          bidding conduct of AWS, an Affiliate of AWS or any
          other entity in which AWS has an ownership interest,
          shall not be deemed prior knowledge for purposes of
          this Section 9.15."

     (c)  Except to the extent amended or supplemented by this
Amendment, all provisions of the Agreement are and shall remain
in full force and effect and are hereby satisfied and confirmed
in all respects, and the execution, delivery and effectiveness of
this Amendment shall not operate as a waiver or amendment of any
provision of the Agreement not specifically amended or
supplemented by this Amendment.

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

STOCKHOLDERS:
                         DOBSON CC LIMITED PARTNERSHIP

                         By: RLD, Inc., its General Partner

                         By:      EVERETT DOBSON
                           Name:  Everett Dobson
                           Title: President


                         J.W. CHILDS EQUITY PARTNERS II, L.P.

                         By: J.W. Childs Advisors II, L.P.,
                          its general partner

                         By: J.W. Childs Associates, L.P.,
                          its general partner

                         By: J.W. Childs Associates, Inc.,
                          its general partner

                         By:      DANA L. SCHMALTZ
                           Name:  Dana L. Schmaltz
                           Title:

                         DANA L. SCHMALTZ
                         Dana L. Schmaltz, as agent and Attorney-in-fact
                         for the JWC Group Stockholders under Purchaser
                         Appointment of Agent and Power of Attorney
                         and not in his individual capacity

                         AT&T WIRELESS SERVICES, INC.

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

COMPANY:
                         DOBSON COMMUNICATIONS CORPORATION

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

<PAGE>
                                                       Schedule I

     Stockholders:

Dobson CC Limited Partnership
c/o Dobson Communications Corporation
13439 N. Broadway Extension
Suite 200
Oklahoma City, OK 73114
Telephone:  (405) 391-8500
Attention:  Everett R. Dobson


J.W. Childs Equity Partners II, L.P.
One Federal Street
Twenty-First Floor
Boston, MA 02110
Telephone:  (617) 753-1100
Attention:  Dana Schmaltz


JWC Group Stockholders:
(See Attached sheet)

AT&T Wireless Services, Inc.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Telephone:  (908) 221-2000
Attention:  General Counsel


     Company:

Dobson Communications Corporation
13439 N. Broadway Extension
Suite 200
Oklahoma City, OK 73114
Telephone:  (405) 391-8500
Attention:  Everett R. Dobson