As Filed with the Securities and Exchange Commission on April 30, 2004
                                                Registration No.  333-33656


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         POST EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                        DOBSON COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

          OKLAHOMA                                       73-1513309
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)

                               14201 Wireless Way
                          Oklahoma City, Oklahoma 73134
                    (Address of principal executive offices)

           Dobson Communications Corporation 2000 Stock Incentive Plan
                            (Full title of the plans)

<TABLE>
<S>                                                      <C>
                                                                        Copies to:

               Bruce R. Knooihuizen                                Theodore M. Elam, Esq.
Executive Vice President and Chief Financial Officer     McAfee & Taft A Professional Corporation
         Dobson Communications Corporation                  Tenth Floor, Two Leadership Square
                14201 Wireless Way                                   211 North Robinson
           Oklahoma City, Oklahoma 73134                    Oklahoma City, Oklahoma 73102-7103
                  (405) 529-8500                                 Telephone: (405) 235-9621
                                                                 Facsimile: (405) 235-0439

(Name, address and telephone number, including area
          code, of agent for service)
</TABLE>


<TABLE>
                               CALCULATION OF REGISTRATION FEE
<CAPTION>
------------------------- ------------- ------------------ ------------------- -------------
                                         Proposed maximum   Proposed maximum     Amount of
Title of securities to be Amount to be  offering price per aggregate offering  registration
        registered         registered         share               price           fee<F1>
------------------------- ------------- ------------------ ------------------- -------------
<S>                        <C>              <C>               <C>               <C>
Class A Common Stock       4,000,000        $19.8125          $79,250,000       $20,922
------------------------- ------------- ------------------ ------------------- -------------
<FN>
<F1>
     The  registration  fee  was  previously  paid  in  full  upon  filing  of  the  original
     registration statement on March 31, 2000
</FN>
</TABLE>
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information (1)

Item 2.  Registrant Information and Employee Plan Annual Information (1)

_____________

(1)  Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     the Note to Part I of the Form S-8 and has been or will be sent or given to
     participants in the Plan as specified in Rule 428(b)(1).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference:

     1.   The Registrant's Annual Report on Form 10-K for the year ended
          December 31, 2003, as filed on March 19, 2004.

     2.   The Registrant's current reports on Form 8-K filed January 7, 2004,
          February 5, 2004, February 18, 2004, February 26, 2004, March 22, 2004
          and April 8, 2004.

     3.   The description of the Registrant's Common Stock set forth in the
          Registrant's registration statement on Form 8-A filed with the
          Commission on January 28, 2000 including any amendments or reports
          filed for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all shares of common stock covered by this
registration statement have been sold or which deregisters all such shares
remaining unsold, shall be deemed to be incorporated by reference and to be part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
Registration Statement will be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference to this Registration Statement
modifies or supersedes such statement. Any such statement so modified or
superseded will not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     As permitted by the Oklahoma General Corporation Act under which the
registrant is incorporated, the registrant's Amended and Restated Certificate of
Incorporation provides for indemnification of each of the registrant's officers
and directors against (a) expenses, including attorney's fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with any action, suit or proceeding brought by reason of his being or
having been a director, officer, employee or agent of the registrant, or of any
other corporation, partnership, joint venture, or other enterprise at the
request of the registrant, other than an action by or in the right of the
registrant, provided that he acted in good faith and in a manner he reasonably
believed to be in the best interest of the registrant, and with respect to any
criminal action, he had no reasonable cause to believe that his conduct was
unlawful and (b) expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the defense or settlement of any action or
suit by or in the right of the registrant brought by reason of his being or
having been a director, officer, employee or agent of the registrant, or any
other corporation, partnership, joint venture, or other enterprise at the
request of the registrant, provided that he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interest of the
registrant; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged liable
to the registrant, unless and only to the extent that the court in which such
action or suit was decided has determined that the person is fairly and
reasonably entitled to indemnification for such expenses which the court shall
deem proper. The registrant's bylaws provide for similar indemnification. These
provisions may be sufficiently broad to indemnify such persons for liabilities
arising under the Securities Act of 1933, as amended.

     The registrant has entered into indemnity agreements with each of its
directors and executive officers. Under each indemnity agreement, the registrant
will pay on behalf of the directors and executive officers and their executors,
administrators and heirs, any amount which they are or become legally obligated
to pay because of:

     -    any claim threatened or made against them by any person because of any
          act, omission, neglect or breach of duty, including any actual or
          alleged error, misstatement or misleading statement, which they commit
          or suffer while acting in their capacity as the registrant's director
          or officer, or the director or officer of its affiliates; or

     -    being a party, or being threatened to be made a party, to any
          threatened, pending or contemplated action, suit or proceeding,
          whether civil, criminal, administrative or investigative, by reason of
          the fact that they are or were the registrant's, or are or were its
          affiliate's, director, officer, employee or agent, or are or were
          serving at the registrant's request as a director, officer, employee
          or agent of another corporation, partnership, joint venture, trust or
          other enterprise.

     The registrant's indemnity obligations may include payments for damages,
charges, judgments, fines, penalties, settlements and court costs, costs of
investigation and costs of defense of legal, equitable or criminal actions,
claims or proceedings and appeals therefrom, and costs of attachment,
supersedes, bail, surety or other bonds.

     The registrant's directors and officers are also insured against claims
arising out of the performance of their duties in such capacities.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit No.      Document
-----------      --------

4.1  Amended and Restated Certificate of Incorporation incorporated by reference
     to Exhibit 3.1 to Registrant's Form 8-K filed with the Commission on March
     9, 2000.

4.2  Amended and Restated By-laws as currently in effect incorporated by
     reference to Exhibit 3.2.1 to Registrant's Registration Statement on Form
     S-4 (Registration No. 333-110380).

99.1 Dobson Communications Corporation 2000 Stock Incentive Plan

Item 9.  Undertakings

     (a) The undersigned Registrant hereby undertakes:

          (1) to file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) to reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          Registration Statement; and

               (iii) to include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement.

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
          not apply if the Registration Statement is on Form S-3, Form S-8 or
          Form F-3, and the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the Commission by the Registrant
          pursuant to Sections 13 or 15(d) of the Exchange Act that are
          incorporated by reference in the Registration Statement;

          (2) that, for the purposes of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new Registration Statement relating to the securities offered herein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof;

          (3) to remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Sections 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant, pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by any
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma, on the 29th day of
April, 2004.

(Registrant)                 DOBSON COMMUNICATIONS CORPORATION

                             By: EVERETT R. DOBSON
                                 -----------------------------------------------
                                 Everett R. Dobson
                                 Chairman of the Board, President, Chief
                                 Executive Officer and Director

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 29th day of April, 2004.

Signature                                         Title
---------                                         -----

                                Chairman of the Board, President, Chief
EVERETT R. DOBSON               Executive Officer and Director (Principal
Everett R. Dobson               Executive Officer)


                                Executive Vice President and Chief
BRUCE R. KNOOIHUIZEN            Financial Officer
Bruce R. Knooihuizen            (Principal Financial Officer)


TRENT LEFORCE                   Controller and Assistant Secretary
Trent LeForce                   (Principal Accounting Officer)


STEPHEN T. DOBSON               Secretary and Director
Stephen T. Dobson

MARK S. FEIGHNER                Director
Mark S. Feighner

FRED J. HALL                    Director
Fred J. Hall

JUSTIN L. JASCHKE               Director
Justin L. Jaschke

ALBERT H. PHARIS, JR.           Director
Albert H. Pharis, Jr.

ROBERT A. SCHRIESHEIM           Director
Robert A. Schriesheim
<PAGE>
                                Index to Exhibits
                                -----------------

Exhibit No.       Document                       Method of Filing
-----------       --------                       ----------------

4.1  Amended and Restated Certificate of       Incorporated herein by reference
     Incorporation.

4.2  Amended and Restated By-laws.             Incorporated herein by reference

99.1 Dobson Communications Corporation 2000    Filed herewith electronically
     Stock Incentive Plan