##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




---

Form 10-Q

|  |  |                                                                                             
|- |  | --------------------------------------------------------------------------------------------
|þ |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|  |  | For the quarterly period ended June 30,
    2004                                            
| 
|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. 333-110082



---

American Cellular Corporation

(Exact name of registrant as specified in its
charter)


|                                                                                           |  |                                         
|------------------------------------------------------------------------------------------ |  | ----------------------------------------
|Delaware                                                                                   |  | 22-3043811                              
|(State or other jurisdiction of
    incorporation or organization)                         |  | (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.     Yes o          No þ

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

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

As of August 13, 2004, there were
50 shares of the registrants $0.01 par value
Class A Common Stock outstanding, which are owned of record
by Dobson JV Company and 300 shares of the
registrants $0.01 par value Class B Common Stock
outstanding, which are owned of record by Dobson Communications
Corporation.



---






---










AMERICAN CELLULAR CORPORATION

INDEX TO FORM 10-Q

|                                               |  |                                                                                           |  |                                                                                                                   |    |  |   | 
|---------------------------------------------- |  | ----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------- | -- |  | - | 
|Item                                           |  |                                                                                           |  |                                                                                                                  
|Number                                         |  |                                                                                           |  | Page                                                                                                             
|                                               |  |                                                                                           |  |                                                                                                                  
|PART I. FINANCIAL
    INFORMATION             
|1                                              |  | Condensed Consolidated
    Financial Statements (Unaudited):                              |  |                                                                                                                   |    | 
|                                               |  |                                                                                           |  | Condensed Consolidated
    Balance Sheets as of June 30, 2004 and December 31,
    2003                           |    |  | 2 | 
|                                               |  |                                                                                           |  | Condensed Consolidated
    Statements of Operations for the Three and Six Months Ended
    June 30, 2004 and 2003 |    |  | 3 | 
|                                               |  |                                                                                           |  | Condensed Consolidated
    Statements of Cash Flows for the Six Months Ended June 30,
    2004 and 2003           |    |  | 4 | 
|                                               |  |                                                                                           |  | Notes to Condensed
    Consolidated Financial Statements                                                          |    |  | 5 | 
|2                                              |  | Managements Discussion
    and Analysis of Financial Condition and Results of Operations |  |                                                                                                                   | 9  | 
|3                                              |  | Quantitative and Qualitative
    Disclosure about Market Risk                             |  |                                                                                                                   | 17 | 
|4                                              |  | Controls and Procedures                                                                   |  |                                                                                                                   | 17 | 
|PART II. OTHER
    INFORMATION                
|1                                              |  | Legal Proceedings                                                                         |  |                                                                                                                   | 18 | 
|2                                              |  | Changes in Securities, Use
    of Proceeds and Issuer Purchases of Equity Securities      |  |                                                                                                                   | 18 | 
|3                                              |  | Defaults Upon Senior
    Securities                                                       |  |                                                                                                                   | 18 | 
|4                                              |  | Submission of Matters to a
    Vote of Security Holders                                   |  |                                                                                                                   | 18 | 
|5                                              |  | Other Information                                                                         |  |                                                                                                                   | 18 | 
|6                                              |  | Exhibits and Reports on
    Form 8-K                                                      |  |                                                                                                                   | 18 | 
|Rule 13a-14(a) Certification by Chairman & CEO
|Rule 13a-14(a) Certification of CFO           
|Section 1350 Certification by Chairman & CEO  
|Section 1350 Certification of CFO             



1



---



##### Table of Contents






PART I.

FINANCIAL INFORMATION






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

AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED BALANCE
SHEETS


|                                                                           |                                            |             |             |               |  |   |             |               | 
|-------------------------------------------------------------------------- | ------------------------------------------ | ----------- | ----------- | ------------- |  | - | ----------- | ------------- | 
|                                                                           |                                            | June 30,    |             | December 31, 
|                                                                           |                                            | 2004        |             | 2003         
|                                                                           |                                            |             |             |              
|                                                                           |                                            | (Unaudited) |             |              
|ASSETS                                                                    
|CURRENT ASSETS:                                                            |                                            |             |             |               |  |   |             |              
|Cash and cash equivalents                                                  |                                            | $           | 15,235,158  |               |  | $ | 27,505,267  |              
|Accounts receivable, net                                                   |                                            |             | 30,768,264  |               |  |   | 35,415,003  |              
|Restricted cash and investments                                            |                                            |             |            |               |  |   | 4,165,275   |              
|Inventory                                                                  |                                            |             | 6,839,483   |               |  |   | 3,751,447   |              
|Deferred tax assets                                                        |                                            |             | 5,708,000   |               |  |   | 5,708,000   |              
|Prepaid expenses                                                           |                                            |             | 3,422,040   |               |  |   | 2,593,317   |              
|                                                                           |                                            |             |             |               |  |   |             |              
|                                                                           | Total current assets                       |             |             | 61,972,945    |  |   |             | 79,138,309    | 
|                                                                           |                                            |             |             |               |  |   |             |              
|PROPERTY, PLANT AND EQUIPMENT, net (Note 2)                                |                                            |             | 198,163,805 |               |  |   | 205,199,700 |              
|                                                                           |                                            |             |             |               |  |   |             |              
|OTHER ASSETS:                                                              |                                            |             |             |               |  |   |             |              
|Accounts receivable  affiliates                                           |                                            |             | 12,525,863  |               |  |   | 7,059,367   |              
|Wireless license acquisition costs                                         |                                            |             | 669,168,796 |               |  |   | 669,168,796 |              
|Goodwill                                                                   |                                            |             | 570,708,002 |               |  |   | 570,525,432 |              
|Deferred financing costs, net                                              |                                            |             | 16,925,041  |               |  |   | 18,043,316  |              
|Customer list, net                                                         |                                            |             | 67,253,333  |               |  |   | 75,253,333  |              
|Other non-current assets                                                   |                                            |             | 634,454     |               |  |   | 619,706     |              
|                                                                           |                                            |             |             |               |  |   |             |              
|                                                                           | Total other assets                         |             |             | 1,337,215,489 |  |   |             | 1,340,669,950 | 
|                                                                           |                                            |             |             |               |  |   |             |              
|                                                                           | Total assets                               |             | $           | 1,597,352,239 |  |   | $           | 1,625,007,959 | 
|                                                                           |                                            |             |             |               |  |   |             |              
|                                                                          
|LIABILITIES AND STOCKHOLDERS
    EQUITY                                  
|CURRENT LIABILITIES:                                                       |                                            |             |             |               |  |   |             |              
|Accounts payable                                                           |                                            | $           | 12,474,951  |               |  | $ | 17,933,533  |              
|Accrued expenses                                                           |                                            |             | 12,584,257  |               |  |   | 10,864,285  |              
|Accrued interest payable                                                   |                                            |             | 41,181,560  |               |  |   | 39,557,201  |              
|Deferred revenue and customer deposits                                     |                                            |             | 11,745,083  |               |  |   | 12,526,924  |              
|                                                                           |                                            |             |             |               |  |   |             |              
|                                                                           | Total current liabilities                  |             |             | 77,985,851    |  |   |             | 80,881,943    | 
|                                                                           |                                            |             |             |               |  |   |             |              
|OTHER LIABILITIES:                                                         |                                            |             |             |               |  |   |             |              
|Long-term debt (Note 3)                                                    |                                            |             | 913,282,154 |               |  |   | 912,850,706 |              
|Deferred tax liabilities                                                   |                                            |             | 159,692,802 |               |  |   | 169,162,204 |              
|Other non-current liabilities                                              |                                            |             | 5,956,770   |               |  |   | 6,814,500   |              
|Commitments (Note 5)                                                       |                                            |             |             |               |  |   |             |              
|STOCKHOLDERS EQUITY:                                                      |                                            |             |             |               |  |   |             |              
|Class A Common Stock, $.01 par value,
    50 shares authorized and issued  |                                            |             | 1           |               |  |   | 1           |              
|Class B Common Stock, $.01 par value,
    300 shares authorized and issued |                                            |             | 3           |               |  |   | 3           |              
|Paid-in capital                                                            |                                            |             | 474,547,248 |               |  |   | 474,547,248 |              
|Accumulated deficit                                                        |                                            |             | (34,112,590 | )             |  |   | (19,248,646 | )            
|                                                                           |                                            |             |             |               |  |   |             |              
|                                                                           | Total stockholders equity                 |             |             | 440,434,662   |  |   |             | 455,298,606   | 
|                                                                           |                                            |             |             |               |  |   |             |              
|                                                                           | Total liabilities and stockholders equity |             | $           | 1,597,352,239 |  |   | $           | 1,625,007,959 | 
|                                                                           |                                            |             |             |               |  |   |             |              

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

2



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


|                                                       |                                                                                         |                          |             |                    |             |      |            |                 |             |   |             |             |             |   |            |             |             | 
|------------------------------------------------------ | --------------------------------------------------------------------------------------- | ------------------------ | ----------- | ------------------ | ----------- | ---- | ---------- | --------------- | ----------- | - | ----------- | ----------- | ----------- | - | ---------- | ----------- | ----------- | 
|                                                       |                                                                                         |                          |             |                   
|                                                       |                                                                                         | For the Three Months     |             | For the Six Months
|                                                       |                                                                                         | Ended June 30,           |             | Ended June 30,    
|                                                       |                                                                                         |                          |             |                   
|                                                       |                                                                                         | 2004                     |             | 2003               |             | 2004 |            | 2003           
|                                                       |                                                                                         |                          |             |                    |             |      |            |                
|                                                       |                                                                                         |                          |             | The Predecessor    |             |      |            | The Predecessor
|                                                       |                                                                                         |                          |             | Company            |             |      |            | Company        
|                                                       |                                                                                         |                         
|                                                       |                                                                                         | (Unaudited)             
|OPERATING REVENUE:                                     |                                                                                         |                          |             |                    |             |      |            |                 |             |   |             |             |             |   |            |            
|                                                       | Service revenue                                                                         |                          | $           | 79,828,103         |             |      | $          | 78,119,263      |             |   | $           | 157,200,685 |             |   | $          | 153,295,153 |            
|                                                       | Roaming revenue                                                                         |                          |             | 21,400,770         |             |      |            | 34,718,232      |             |   |             | 39,513,766  |             |   |            | 62,397,978  |            
|                                                       | Equipment and other revenue                                                             |                          |             | 5,664,984          |             |      |            | 4,099,259       |             |   |             | 10,088,865  |             |   |            | 7,733,341   |            
|                                                       |                                                                                         |                          |             |                    |             |      |            |                 |             |   |             |             |             |   |            |            
|                                                       |                                                                                         | Total operating revenue  |             |                    | 106,893,857 |      |            |                 | 116,936,754 |   |             |             | 206,803,316 |   |            |             | 223,426,472 | 
|                                                       |                                                                                         |                          |             |                    |             |      |            |                 |             |   |             |             |             |   |            |            
|OPERATING EXPENSES:                                    |                                                                                         |                          |             |                    |             |      |            |                 |             |   |             |             |             |   |            |            
|                                                       | Cost of service (exclusive of depreciation and
    amortization shown separately below) |                          |             | 23,610,889         |             |      |            | 24,853,789      |             |   |             | 45,759,254  |             |   |            | 48,423,346  |            
|                                                       | Cost of equipment                                                                       |                          |             | 12,827,852         |             |      |            | 9,182,242       |             |   |             | 22,951,947  |             |   |            | 18,090,810  |            
|                                                       | Marketing and selling                                                                   |                          |             | 15,247,908         |             |      |            | 12,441,614      |             |   |             | 28,462,804  |             |   |            | 24,832,432  |            
|                                                       | General and administrative                                                              |                          |             | 21,688,277         |             |      |            | 17,252,977      |             |   |             | 43,732,533  |             |   |            | 34,946,957  |            
|                                                       | Depreciation and amortization                                                           |                          |             | 20,918,757         |             |      |            | 17,573,485      |             |   |             | 41,149,468  |             |   |            | 34,577,058  |            
|                                                       |                                                                                         |                          |             |                    |             |      |            |                 |             |   |             |             |             |   |            |            
|                                                       |                                                                                         | Total operating expenses |             |                    | 94,293,683  |      |            |                 | 81,304,107  |   |             |             | 182,056,006 |   |            |             | 160,870,603 | 
|                                                       |                                                                                         |                          |             |                    |             |      |            |                 |             |   |             |             |             |   |            |            
|OPERATING INCOME                                       |                                                                                         |                          | 12,600,174  |                    |             |      | 35,632,647 |                 |             |   | 24,747,310  |             |             |   | 62,555,869 |            
|OTHER EXPENSE:                                         |                                                                                         |                          |             |                    |             |      |            |                 |             |   |             |             |             |   |            |            
|                                                       | Interest expense                                                                        |                          |             | (23,692,296        | )           |      |            | (31,210,375     | )           |   |             | (47,367,734 | )           |   |            | (62,464,523 | )          
|                                                       | Other expense, net                                                                      |                          |             | (1,003,524         | )           |      |            | (917,090        | )           |   |             | (1,353,681  | )           |   |            | (596,223    | )          
|                                                       |                                                                                         |                          |             |                    |             |      |            |                 |             |   |             |             |             |   |            |            
|(LOSS) INCOME BEFORE INCOME TAXES                      |                                                                                         |                          | (12,095,646 | )                  |             |      | 3,505,182  |                 |             |   | (23,974,105 | )           |             |   | (504,877   | )          
|                                                       | Income tax benefit (expense)                                                            |                          |             | 4,596,346          |             |      |            | (1,402,073      | )           |   |             | 9,110,161   |             |   |            | 201,878     |            
|                                                       |                                                                                         |                          |             |                    |             |      |            |                 |             |   |             |             |             |   |            |            
|NET (LOSS) INCOME                                      |                                                                                         |                          | (7,499,300  | )                  |             |      | 2,103,109  |                 |             |   | (14,863,944 | )           |             |   | (302,999   | )          
|DIVIDENDS ON PREFERRED STOCK                           |                                                                                         |                          |            |                    |             |      | (1,291,619 | )               |             |   |            |             |             |   | (2,545,617 | )          
|                                                       |                                                                                         |                          |             |                    |             |      |            |                 |             |   |             |             |             |   |            |            
|NET (LOSS) INCOME APPLICABLE TO COMMON
    STOCKHOLDER |                                                                                         | $                        | (7,499,300  | )                  |             | $    | 811,490    |                 |             | $ | (14,863,944 | )           |             | $ | (2,848,616 | )          
|                                                       |                                                                                         |                          |             |                    |             |      |            |                 |             |   |             |             |             |   |            |            

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

3



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                                            |                                                                                                                     |                                                  |                                                         |                 |            |             |            |             |            |             |  
|--------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------------- | --------------- | ---------- | ----------- | ---------- | ----------- | ---------- | ----------- | -
|                                                                            |                                                                                                                     |                                                 
|                                                                            |                                                                                                                     | For the Six Months Ended June 30,               
|                                                                            |                                                                                                                     |                                                 
|                                                                            |                                                                                                                     | 2004                                             |                                                         | 2003           
|                                                                            |                                                                                                                     |                                                  |                                                         |                
|                                                                            |                                                                                                                     |                                                  |                                                         | The Predecessor
|                                                                            |                                                                                                                     |                                                  |                                                         | Company        
|                                                                            |                                                                                                                     |                                                 
|                                                                            |                                                                                                                     | (Unaudited)                                     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                                                                                                     |                                                  |                                                         |                 |            |             |            |            
|                                                                            | Net loss from continuing operations                                                                                 |                                                  | $                                                       | (14,863,944     | )          |             | $          | (302,999    | )         
|                                                                            | Adjustments to reconcile net loss from continuing
    operations to net cash provided by operating
    activities  |                                                  |                                                         |                 |            |             |            |             |           
|                                                                            |                                                                                                                     | Depreciation and amortization                    |                                                         |                 | 41,149,468 |             |            |             | 34,577,058 |            
|                                                                            |                                                                                                                     | Amortization of bond premium and financing costs |                                                         |                 | 1,609,661  |             |            |             | 3,474,643  |            
|                                                                            |                                                                                                                     | Deferred income taxes                            |                                                         |                 | (9,469,402 | )           |            |             | (743,614   | )          
|                                                                            |                                                                                                                     | Loss (gain) on disposition on assets, net        |                                                         |                 | 27,204     |             |            |             | (1,346     | )          
|                                                                            | Changes in current assets and
    liabilities                                                                      |                                                  |                                                         |                 |            |             |            |             |           
|                                                                            |                                                                                                                     | Accounts receivable                              |                                                         |                 | 4,646,739  |             |            |             | (5,015,013 | )          
|                                                                            |                                                                                                                     | Inventory                                        |                                                         |                 | (3,088,036 | )           |            |             | 863,574    |            
|                                                                            |                                                                                                                     | Prepaid expenses and other                       |                                                         |                 | (832,063   | )           |            |             | (457,231   | )          
|                                                                            |                                                                                                                     | Accounts payable                                 |                                                         |                 | (5,458,582 | )           |            |             | (8,449,506 | )          
|                                                                            |                                                                                                                     | Accrued expenses                                 |                                                         |                 | 2,304,031  |             |            |             | (390,253   | )          
|                                                                            |                                                                                                                     | Deferred revenue and customer deposits           |                                                         |                 | (781,841   | )           |            |             | (68,612    | )          
|                                                                            |                                                                                                                     |                                                  |                                                         |                 |            |             |            |            
|                                                                            |                                                                                                                     |                                                  | Net cash provided by operating activities               |                 |            | 15,243,235  |            |             |            | 23,486,701  |  
|                                                                            |                                                                                                                     |                                                  |                                                         |                 |            |             |            |            
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                                                                                                     |                                                  |                                                         |                 |            |             |            |            
|                                                                            | Capital expenditures                                                                                                |                                                  |                                                         | (26,161,435     | )          |             |            | (28,348,209 | )         
|                                                                            | Change in payable/receivable 
    affiliates                                                                       |                                                  |                                                         | (5,462,823      | )          |             |            | 4,785,366   |           
|                                                                            | Refund of funds held in escrow for contingencies
    on sold assets                                                 |                                                  |                                                         | 4,168,615       |            |             |            | 4,115,532   |           
|                                                                            | Other investing activities                                                                                          |                                                  |                                                         | 2,237           |            |             |            | (31,466     | )         
|                                                                            |                                                                                                                     |                                                  |                                                         |                 |            |             |            |            
|                                                                            |                                                                                                                     |                                                  | Net cash used in investing activities                   |                 |            | (27,453,406 | )          |             |            | (19,478,777 | )
|                                                                            |                                                                                                                     |                                                  |                                                         |                 |            |             |            |            
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                                                                                                     |                                                  |                                                         |                 |            |             |            |            
|                                                                            | Repayments of long-term debt                                                                                        |                                                  |                                                         |                |            |             |            | (30,019,975 | )         
|                                                                            | Deferred financing costs                                                                                            |                                                  |                                                         | (59,938         | )          |             |            | (124        | )         
|                                                                            | Maturities of restricted investments                                                                                |                                                  |                                                         |                |            |             |            | 33,250,000  |           
|                                                                            |                                                                                                                     |                                                  |                                                         |                 |            |             |            |            
|                                                                            |                                                                                                                     |                                                  | Net cash (used in) provided by financing
    activities |                 |            | (59,938     | )          |             |            | 3,229,901   |  
|                                                                            |                                                                                                                     |                                                  |                                                         |                 |            |             |            |            
|NET (DECREASE) INCREASE IN CASH AND CASH
    EQUIVALENTS                    |                                                                                                                     |                                                  | (12,270,109                                             | )               |            |             | 7,237,825  |            
|CASH AND CASH EQUIVALENTS, beginning of period                              |                                                                                                                     |                                                  | 27,505,267                                              |                 |            |             | 15,865,547 |            
|                                                                            |                                                                                                                     |                                                  |                                                         |                 |            |             |            |            
|CASH AND CASH EQUIVALENTS, end of period                                    |                                                                                                                     | $                                                | 15,235,158                                              |                 |            | $           | 23,103,372 |            
|                                                                            |                                                                                                                     |                                                  |                                                         |                 |            |             |            |            
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                          |                                                                                                                     |                                                  |                                                         |                 |            |             |            |            
|                                                                            | Cash paid for                                                                                                      |                                                  |                                                         |                 |            |             |            |             |           
|                                                                            |                                                                                                                     | Interest                                         |                                                         | $               | 44,109,750 |             |            | $           | 58,981,927 |            
|                                                                            |                                                                                                                     | Income taxes                                     |                                                         | $               | 175,110    |             |            | $           | 1,899,735  |            
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
    FINANCING ACTIVITIES: |                                                                                                                     |                                                  |                                                         |                 |            |             |            |            
|                                                                            | Transfer of fixed assets from affiliates                                                                            |                                                  | $                                                       | 3,673           |            |             | $          | 227,453     |           

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

4



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES

(AND THE PREDECESSOR COMPANY)




NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)


The condensed consolidated balance sheet of
American Cellular, or ACC, and subsidiaries (collectively with
ACC, the Company) as of June 30, 2004, the
condensed consolidated statements of operations for the three
and six months ended June 30, 2004 and 2003 and the
condensed consolidated statements of cash flows for the six
months ended June 30, 2004 and 2003 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
Company believes that the presentation is not materially
impacted by the change in basis as a result of the
August 19, 2003 acquisition. The primary changes are
reflected in intangible assets, goodwill, and stockholders
equity.

The condensed consolidated balance sheet at
December 31, 2003, 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, 2003 consolidated financial
statements included in the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2003.

The following Notes relate to both the Company
and the predecessor company of American Cellular (the
Predecessor Company). The Predecessor Company was owned by
a 50/50 joint venture between AT&T Wireless Services, Inc.
and Dobson Communications Corporation. On August 19, 2003,
American Cellular was reorganized and became a wholly-owned
subsidiary of Dobson Communications, as described below.



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

ACC Escrow Corp., a wholly-owned, indirect
subsidiary of Dobson Communications Corporation, or Dobson
Communications, was formed on June 23, 2003, and began
operations on August 8, 2003, when it completed the sale of
$900.0 million 10% Senior Notes, the proceeds of which
were used in the Companys restructuring. On
August 19, 2003, ACC Escrow Corp. was merged into the
Company in conjunction with the Companys exchange offer
for its existing 9.5% Senior Subordinated Notes due 2009
(the existing notes). This exchange offer resulted
in the restructuring of the Companys indebtedness and
equity ownership. As part of the restructuring, holders of
$681.9 million principal amount of the $700.0 million
outstanding principal amount of the Companys existing
notes tendered their notes and, in exchange for the tendered
notes, received from Dobson Communications 43.9 million
shares of its Class A Common Stock, 681,900 shares of
its Convertible Preferred Stock with an aggregate liquidation
preference of $121.8 million, convertible into a maximum of
13.9 million shares of Dobson Communications
Class A Common Stock, and $48.7 million in cash.
Dobson Communications also issued an additional
4,301 shares of its Series F Convertible Preferred
Stock and 276,848 shares of its Class A Common Stock
in payment of certain fees of the restructuring. Upon
consummation of the restructuring, on August 19, 2003, the
Company became a wholly-owned subsidiary of Dobson
Communications. The Company is a provider of rural and suburban
wireless telephone services in portions of Illinois, Kansas,
Kentucky, Michigan, Minnesota, New York, Ohio, Oklahoma,
Pennsylvania, West Virginia and Wisconsin.

American Cellular Corporation, the Predecessor
company, was originally formed on February 26, 1998, to
acquire the operations of PriCellular Corporation. On
February 25, 2000, American Cellular Corporation and its
subsidiaries were acquired by ACC Acquisition LLC, an
equally-owned joint venture between Dobson Communications and
AT&T Wireless.



|   |                              
|-- | -----------------------------
|2. | Property, Plant and Equipment

Property, plant and equipment are recorded at
cost. Newly constructed wireless systems are added to property,
plant and equipment at cost, which includes contracted services,
direct labor, materials and

5



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

overhead. Existing property, plant and equipment
purchased through acquisitions is recorded at its fair value at
the date of the purchase. Repairs, minor replacements and
maintenance are charged to operations as incurred. The
provisions for depreciation are provided using the straight-line
method based on the estimated useful lives of the various
classes of depreciable property. Depreciation expense for the
six months ended June 30, 2004 and 2003 totaled
$33.1 million and $29.7 million, respectively. Listed
below are the gross property, plant and equipment amounts and
the related accumulated depreciation for the periods described.

|                                    |  |                  |         |              |  |   |         |  
|----------------------------------- |  | ---------------- | ------- | ------------ |  | - | ------- | -
|                                    |  | June 30,         |         | December 31,
|                                    |  | 2004             |         | 2003        
|                                    |  |                  |         |             
|                                    |  |                 
|                                    |  | ($ in thousands)
|Gross property, plant and equipment |  | $                | 253,489 |              |  | $ | 227,949 |  
|Accumulated depreciation            |  |                  | (55,325 | )            |  |   | (22,749 | )
|                                    |  |                  |         |              |  |   |         |  
|Property, plant and equipment, net  |  | $                | 198,164 |              |  | $ | 205,200 |  
|                                    |  |                  |         |              |  |   |         |  



|   |               
|-- | --------------
|3. | Long-Term Debt

The Companys long-term debt as of
June 30, 2004 and December 31, 2003, consisted of the
following:

|                                         |                      |                  |         |              |  |   |         |         | 
|---------------------------------------- | -------------------- | ---------------- | ------- | ------------ |  | - | ------- | ------- | 
|                                         |                      | June 30,         |         | December 31,
|                                         |                      | 2004             |         | 2003        
|                                         |                      |                  |         |             
|                                         |                      |                 
|                                         |                      | ($ in thousands)
|10% Senior Notes                         |                      | $                | 900,000 |              |  | $ | 900,000 |        
|Remaining 9.5% Senior Subordinated Notes |                      |                  | 13,282  |              |  |   | 12,851  |        
|                                         |                      |                  |         |              |  |   |         |        
|                                         | Total long-term debt |                  | $       | 913,282      |  |   | $       | 912,851 | 
|                                         |                      |                  |         |              |  |   |         |        



| |             
| | ------------
| | Senior Notes

On August 8, 2003, ACC Escrow Corp.
completed the sale of $900.0 million aggregate principal
amount of 10% Senior Notes due 2011. The notes were issued
at par and bear interest at an annual rate of 10%. Interest on
the notes is payable semi-annually in arrears on February 1 and
August 1, commencing February 1, 2004. The Company
may, at its option, redeem, with a premium that begins at 110%
and declines to 100%, some or all of the notes at any time on or
after August 1, 2007. Prior to August 1, 2006, the
Company may, at its option, use the proceeds of certain equity
offerings to redeem at a premium of 110%, a portion of the
outstanding notes as long as at least $600.0 million in
aggregate principal amounts of the senior notes remain
outstanding immediately after the redemption. The indenture
imposes a number of restrictive covenants that, among other
things, limit the Companys ability to incur additional
indebtedness, make restricted payments, sell assets, create or
incur liens, places restrictions on distributions and other
payments, merge or consolidate with or transfer substantial
assets to another entity, engage in transactions with related
persons or engage in any business other than permitted
businesses.



|   |                                     
|-- | ------------------------------------
|4. | Acquisition by Dobson Communications

On August 19, 2003, as described above, the
Companys indebtedness and equity ownership were
restructured. Upon consummation of the restructuring, the
Company became a wholly-owned, subsidiary of Dobson
Communications.

6



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The purchase price of the Company by Dobson
Communications and the allocation of the acquired assets and
assumed liabilities (including fees paid in the transaction) for
the Company are as follows:

|                                                                     |                                                                                 |                                               |   |       |         | 
|-------------------------------------------------------------------- | ------------------------------------------------------------------------------- | --------------------------------------------- | - | ----- | ------- | 
|                                                                     |                                                                                 | (In millions,                                
|                                                                     |                                                                                 | except share price)                          
|Calculation and preliminary allocation of
    purchase price:        |                                                                                 |                                               |   |      
|                                                                     | Shares of Dobson Communications common stock
    issued                         |                                               |   | 44.2  |        
|                                                                     | Market price of Dobson Communications common stock                              |                                               | $ | 6.84  |        
|                                                                     |                                                                                 |                                               |   |      
|                                                                     | Fair value of common stock issued                                               |                                               | $ | 302.0 |        
|                                                                     | Plus fair value of Dobson Communications
    convertible preferred stock issued |                                               |   | 122.5 |        
|                                                                     | Plus cash paid to the Companys noteholders                                     |                                               |   | 50.0  |        
|                                                                     |                                                                                 |                                               |   |      
|                                                                     |                                                                                 | Total purchase price                          |   |       | 474.5   | 
|Plus fair value of liabilities assumed by Dobson
    Communications: |                                                                                 |                                               |   |      
|                                                                     | Current liabilities                                                             |                                               |   | 73.7  |        
|                                                                     | Long-term debt                                                                  |                                               |   | 912.6 |        
|                                                                     | Other non-current liabilities                                                   |                                               |   | 1.8   |        
|                                                                     | Deferred income taxes                                                           |                                               |   | 168.0 |        
|                                                                     |                                                                                 |                                               |   |      
|                                                                     |                                                                                 | Total purchase price plus liabilities assumed |   | $     | 1,630.6 | 
|                                                                     |                                                                                 |                                               |   |      
|Fair value of assets acquired by Dobson
    Communications:          |                                                                                 |                                               |   |      
|                                                                     | Current assets                                                                  |                                               |   | 104.8 |        
|                                                                     | Property, plant and equipment                                                   |                                               |   | 186.5 |        
|                                                                     | Wireless licenses                                                               |                                               |   | 669.2 |        
|                                                                     | Customer lists                                                                  |                                               |   | 80.0  |        
|                                                                     | Deferred financing costs                                                        |                                               |   | 18.8  |        
|                                                                     | Other non-current assets                                                        |                                               |   | 0.6   |        
|                                                                     | Goodwill (non-deductible for income taxes)                                      |                                               |   | 570.7 |        
|                                                                     |                                                                                 |                                               |   |      
|                                                                     |                                                                                 | Total fair value of assets acquired           |   | $     | 1,630.6 | 
|                                                                     |                                                                                 |                                               |   |      

Dobson Communications acquired the Companys
remaining equity interest to continue the combined strategy of
owning rural and suburban wireless telecommunication service
areas.

Prior to the restructuring, the Company had net
operating loss, or NOL, carryforwards of approximately
$320.0 million. The restructuring transactions resulted in
the reduction of those NOL carryforwards by approximately
$200.0 million. After the restructuring, approximately
$120.0 million of NOL carryforwards remained available to
the Company. However, the restructuring also resulted in an
ownership change within the meaning of the Internal Revenue Code
Section 382 and the regulations thereunder. This ownership
change limits the amount of previously generated NOL
carryforwards that the Company can utilize to offset future
taxable income on an annual basis. The Company has reviewed the
need for a valuation allowance against these NOL carryforwards.
Based on a review of taxable income, history and trends,
forecasted taxable income, expiration of carryforwards and
limitations on the annual use of the carryforwards, the Company
has not provided a valuation allowance for the NOL carryforwards
because management believes that it is more likely than not that
all of the NOL carryforwards of the Company will be realized
prior to their expiration.

7



---



##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|   |                              
|-- | -----------------------------
|5. | Commitments and Contingencies

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

8



---



##### Table of Contents








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

The following discussion and analysis presents
factors, which we believe are relevant to an assessment and
understanding of our condensed consolidated financial position
and results of operations. This financial and business analysis
should be read in conjunction with our condensed consolidated
financial statements and the notes thereto included in
Item 1. Except where expressly stated otherwise, the
following discussion and analysis relate to American Cellular
prior to its merger with ACC Escrow Corp. on August 19,
2003, and to ACC Escrow Corp. and American Cellular following
their merger. Wherever the term predecessor or
predecessor company is used, it refers to American
Cellular prior to its merger with ACC Escrow Corp. Unless
otherwise stated, the terms we, us and
our refer to American Cellular prior to its merger
with ACC Escrow Corp., and to ACC Escrow Corp. and American
Cellular following their merger.

OVERVIEW

We provide rural and suburban wireless telephone
services in portions of Illinois, Kansas, Kentucky, Michigan,
Minnesota, New York, Ohio, Oklahoma, Pennsylvania, West Virginia
and Wisconsin.

ACC Escrow Corp. was formed on June 23,
2003, as a wholly-owned, indirect subsidiary of Dobson
Communications and began operations on August 8, 2003, when
it completed the sale of $900.0 million of 10% Senior
Notes, the proceeds of which were used in our restructuring.
Prior to August 19, 2003, we were owned by a joint venture,
which was equally owned by Dobson Communications and AT&T
Wireless. On August 19, 2003, we restructured our
indebtedness and equity ownership. To effect this restructuring,
ACC Escrow Corp. was merged into us, and we completed an
exchange offer for our existing 9.5% Senior Subordinated
Notes due 2009, which we refer to as our existing notes. In the
exchange offer, the holders of $681.9 million of the
$700.0 million outstanding principal amount of our existing
notes exchanged those existing notes and received
43.9 million shares of Dobson Communications
Class A Common Stock, 681,900 shares of Dobson
Communications Series F Convertible Preferred Stock
having an aggregate liquidation preference of
$121.8 million and convertible into a maximum of
13.9 million shares of Dobson Communications
Class A Common Stock, and $48.7 million in cash. In
addition, Dobson Communications issued an additional
4,301 shares of its Series F Convertible Preferred
Stock and 276,848 shares of its Class A Common Stock
in payment of certain fees of the restructuring. We used a
portion of the proceeds from the sale of ACC Escrow Corps
10% Senior Notes to fully repay our existing credit
facility. Upon consummation of the restructuring on
August 19, 2003, we became a wholly-owned subsidiary of
Dobson Communications. To provide a more comparable basis for
our Management Discussion and Analysis, we have presented our
results of operations for the three and six months ended
June 30, 2004, for comparison with the Predecessor
Companys results of operations for the three and six
months ended June 30, 2003. We believe that the operating
presentation is not materially impacted by the change in basis
as a result of the August 19, 2003 acquisition. The primary
changes are reflected in intangible assets, goodwill, and
stockholders equity.

CRITICAL ACCOUNTING POLICIES AND
PRACTICES

We prepare our consolidated financial statements
in accordance with general accepted accounting principles
(GAAP). Our significant accounting polices are
discussed in detail in our Managements Discussion and
Analysis and in Note 2 to the consolidated financial
statements, both included in our Annual Report on Form 10-K
for the year ended December 31, 2003.

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

Our general and administrative expenses and
certain other operating expenses include all infrastructure
costs, including costs for customer support, billing,
collections and corporate administration, all of which are
provided by our parent, Dobson Communications. We share
corporate and call center costs with Dobson Communications,
which costs are allocated primarily based on the subscribers and
populations in our

9



---



##### Table of Contents



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


RESULTS OF OPERATIONS

The following table summarizes our key operating
data for the periods indicated:

|                                                  |  |                    |           |                  |  |      |           |      |  |   |           |   |  |   |           |  
|------------------------------------------------- |  | ------------------ | --------- | ---------------- |  | ---- | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                                  |  |                    |           |                 
|                                                  |  | Three Months Ended |           | Six Months Ended
|                                                  |  | June 30,           |           | June 30,        
|                                                  |  |                    |           |                 
|                                                  |  | 2004               |           | 2003             |  | 2004 |           | 2003
|                                                  |  |                    |           |                  |  |      |           |     
|Market population(1)                              |  |                    | 4,997,000 |                  |  |      | 4,997,000 |      |  |   | 4,997,000 |   |  |   | 4,997,000 |  
|Ending subscribers                                |  |                    | 713,700   |                  |  |      | 697,500   |      |  |   | 713,700   |   |  |   | 697,500   |  
|Market penetration(2)                             |  |                    | 14.3      | %                |  |      | 14.0      | %    |  |   | 14.3      | % |  |   | 14.0      | %
|Gross subscriber additions                        |  |                    | 48,400    |                  |  |      | 46,300    |      |  |   | 92,000    |   |  |   | 93,400    |  
|Average subscribers                               |  |                    | 711,100   |                  |  |      | 694,800   |      |  |   | 710,400   |   |  |   | 693,300   |  
|Average monthly service revenue per subscriber(3) |  | $                  | 37.42     |                  |  | $    | 37.48     |      |  | $ | 36.88     |   |  | $ | 36.85     |  
|Post-paid churn(4)                                |  |                    | 1.6       | %                |  |      | 1.7       | %    |  |   | 1.7       | % |  |   | 1.9       | %



---



|    |                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Represents the population in our licensed areas,
    or POPs, for the period indicated and is based upon the Claritas
    2000 Bureau of Census results, adjusted to exclude those
    portions of our rural service areas, or RSAs, and metropolitan
    service areas, or MSAs, not covered by our licenses.
|   
|(2) | Market penetration is calculated by dividing
    ending subscribers by market population.                                                                                                                                                                                                                     
|   
|(3) | Average monthly service revenue per subscriber is
    calculated by dividing service revenue by average subscribers
    and dividing by the number of months in the period. We exclude
    roaming revenue from this calculation, since roaming revenue is
    not derived from our subscribers.              
|   
|(4) | Post-paid churn represents the percentage of the
    post-paid subscribers which deactivate service each month. The
    calculation divides the total post-paid deactivations during the
    period by the average post-paid subscribers for the period.                                                      

Subscribers

Our subscriber base contains three types of
subscribers; post-paid, reseller and pre-paid. At June 30,
2004, post-paid subscribers accounted for 93.5% of our
subscriber base. These subscribers pay a monthly access fee for
a wireless service plan that generally includes a fixed amount
of minutes and certain service features. In addition to the
monthly access fee, these subscribers are typically billed in
arrears for long-distance charges, roaming charges and rate plan
overages. Our reseller subscribers are similar to our post-paid
subscribers in that they pay monthly fees to utilize our network
and services. However, these subscribers are billed by a third
party (reseller), who has effectively resold our service to the
end user (subscriber). We, in turn, bill the third party
(reseller) for the monthly usage of the end user
(subscriber). At June 30, 2004, the reseller base accounted
for 4.7% of our subscriber base. Our pre-paid subscribers, which
at June 30, 2004 accounted for 1.8% of our subscriber base,
are subscribers that pre-pay for an agreed upon amount of usage.

Until the three months ended June 30, 2004,
we had been experiencing a decline in our gross subscriber
additions as a result of increased competition attributable to
an accelerating pace of improvements in the quality of digital
technology, and increased products offered to the consumer. Many
of our competitors already market enhanced data services, such
as single carrier radio transmission technology, or 1XRTT.
However, we recently completed the process of upgrading our
network to Global System for Mobile Communication, or GSM, and
General Packet Radio Service, or GPRS, with an Enhanced Data for
GSM Evolution, or EDGE and are beginning to experience an
increased rate of our gross subscriber additions, as a result of
new services that will be available with GSM/ GPRS/ EDGE
technology. We expect the rate of increase in our gross
subscribers additions to continue through-out the remainder of
2004.

10



---



##### Table of Contents



Revenue

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

We derive service revenue primarily by providing
wireless services to our subscribers. The wireless industry and
we have experienced declining average revenue per minute as
competition among wireless service providers has led to
reductions in rates for airtime. These declines have generally
been offset by significant increases in average minutes-of-use
per subscriber. As a result, our average monthly service revenue
per subscriber has remained constant. We believe there is an
opportunity in the remainder of 2004 for our average monthly
service revenue per subscriber to increase from current levels
primarily due to additional voice and data services available
through our GSM/ GPRS/ EDGE network.

We derive roaming revenue by providing service to
subscribers of other wireless providers when those subscribers
roam into our markets and use our systems to carry
their calls. Roaming revenue has traditionally had higher
margins than revenue from our subscribers. We achieve these
higher margins because we incur relatively lower incremental
costs related to network operations, billing, customer service
and collections in servicing roaming customers as compared to
our home subscribers. However, our roaming margins are declining
and are becoming more comparable to margins from our subscribers
due to increased market pressures and competition among wireless
providers, resulting in reduced rates. Our roaming yield
(roaming revenue, which includes airtime, toll charges and
surcharges, divided by roaming minutes-of-use) was $0.15 for the
three months ended June 30, 2004, $0.23 for the three
months ended June 30, 2003, $0.15 for the six months ended
June 30, 2004 and $0.23 for the six months ended
June 30, 2003. Even though our significant roaming
contracts provide for decreasing rates over time, we believe
these roaming contracts are beneficial because they secure
existing traffic and provide opportunity for a continuing
increase in traffic volumes. Roaming revenue tends to be
impacted by seasonality. Historically, we have experienced
higher roaming minutes-of-use and related roaming revenue during
the second and third quarters of each year, as users tend to
travel more and, therefore, use their wireless phones more
during the spring and summer months.

We include long-distance revenue in service and
roaming revenue. Equipment revenue is revenue from selling
wireless equipment to our subscribers. Equipment revenue is
recognized when the equipment is delivered to the customer.

Costs and Expenses

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

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

Our cost of equipment represents the costs
associated with wireless equipment and accessories sold. We,
like other wireless providers, have continued the use of
discounts on phone equipment and free phone promotions for
phones sold to our customers, as competition between service
providers continues to intensify. As a result, we have incurred,
and expect to continue to incur, losses on equipment sales.
While we expect to continue these discounts and promotions, we
believe that these promotions will result in increased revenue
from increases in the number of our wireless subscribers.

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

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

11



---



##### Table of Contents



Our depreciation and amortization expense
represents the costs associated with the depreciation of our
fixed assets, including our network assets, and the amortization
of certain intangible assets. However, we do not amortize our
wireless license acquisition costs or goodwill. Rather these
assets are subject to periodic evaluation.

Results of Operations for Three Months Ended
June 30, 2004 Compared to Three Months Ended June 30,
2003

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

To provide a more comparable basis for our
analysis set forth below we have presented our results of
operations for the three and six months ended June 30,
2004, and the results of operations for the Predecessor Company
for the three and six months ended June 30, 2003.

Operating revenue.For the three months ended June 30, 2004, our total
operating revenue decreased $10.0 million, or 8.6%, to
$106.9 million from $116.9 million for the comparable
period in 2003. The following table sets forth the components of
our operating revenue for the periods indicated:

|                            |       |                             |        |            |  |        |       |            |  |   |        |         |  |  |       |        | 
|--------------------------- | ----- | --------------------------- | ------ | ---------- |  | ------ | ----- | ---------- |  | - | ------ | ------- |  |  | ----- | ------ | 
|                            |       |                            
|                            |       | Three Months Ended June 30,
|                            |       |                            
|                            |       |                             |        |           
|                            |       | 2004                        |        | 2003      
|                            |       |                             |        |           
|                            |       | Amount                      |        | Percentage |  | Amount |       | Percentage
|                            |       |                             |        |            |  |        |       |           
|                            |       |                            
|                            |       | ($ in thousands)           
|Service revenue             |       | $                           | 79,828 |            |  |        | 74.7% |            |  | $ | 78,120 |         |  |  | 66.8% |       
|Roaming revenue             |       |                             | 21,401 |            |  |        | 20.0% |            |  |   | 34,718 |         |  |  | 29.7% |       
|Equipment and other revenue |       |                             | 5,665  |            |  |        | 5.3%  |            |  |   | 4,099  |         |  |  | 3.5%  |       
|                            |       |                             |        |            |  |        |       |            |  |   |        |         |  |  |       |       
|                            | Total |                             | $      | 106,894    |  |        |       | 100.0%     |  |   | $      | 116,937 |  |  |       | 100.0% | 
|                            |       |                             |        |            |  |        |       |            |  |   |        |         |  |  |       |       

For the three months ended June 30, 2004,
our service revenue increased $1.7 million, or 2.2%, to
$79.8 million from $78.1 million for the three months
ended June 30, 2003. The increase was primarily
attributable to increased market penetration. Our average total
subscriber base increased 2.4% to 711,100 for the three months
ended June 30, 2004, from 694,800 for the three months
ended June 30, 2003.

For the three months ended June 30, 2004,
our roaming revenue decreased $13.3 million, or 38.4%, to
$21.4 million from $34.7 million for the three months
ended June 30, 2003. This resulted from our roaming revenue
per minute-of-use decreasing by 35.6% due to decreases in our
contractual rates during 2003 and 2004. Our roaming minutes were
comparable for the three months ended June 30, 2004
and 2003.

For the three months ended June 30, 2004,
our equipment and other revenue increased $1.6 million, or
38.2%, to $5.7 million from $4.1 million for the three
months ended June 30, 2003. This increase in equipment
revenue is primarily a result of increased purchases of new
handsets due to an increase in the number of customers upgrading
to new rate plans, including our new GSM rate plans.

Cost of service.For
the three months ended June 30, 2004, our total cost of
service decreased $1.3 million, or 5.0%, to
$23.6 million from $24.9 million for the comparable
period in 2003. The following table sets forth the components of
our cost of service for the periods indicated:

|              |                       |                             |        |            |  |        |       |            |  |   |        |        |  |  |       |        | 
|------------- | --------------------- | --------------------------- | ------ | ---------- |  | ------ | ----- | ---------- |  | - | ------ | ------ |  |  | ----- | ------ | 
|              |                       |                            
|              |                       | Three Months Ended June 30,
|              |                       |                            
|              |                       |                             |        |           
|              |                       | 2004                        |        | 2003      
|              |                       |                             |        |           
|              |                       | Amount                      |        | Percentage |  | Amount |       | Percentage
|              |                       |                             |        |            |  |        |       |           
|              |                       |                            
|              |                       | ($ in thousands)           
|Network costs |                       | $                           | 15,081 |            |  |        | 63.9% |            |  | $ | 13,705 |        |  |  | 55.1% |       
|Roaming costs |                       |                             | 8,530  |            |  |        | 36.1% |            |  |   | 11,149 |        |  |  | 44.9% |       
|              |                       |                             |        |            |  |        |       |            |  |   |        |        |  |  |       |       
|              | Total cost of service |                             | $      | 23,611     |  |        |       | 100.0%     |  |   | $      | 24,854 |  |  |       | 100.0% | 
|              |                       |                             |        |            |  |        |       |            |  |   |        |        |  |  |       |       

For the three months ended June 30, 2004,
our network costs, which are the costs we incur in operating our
wireless network and providing service to our customers,
increased $1.4 million, or 10.0%, to $15.1 million

12



---



##### Table of Contents



from $13.7 million for the comparable period
in 2003. This increase was primarily due to credits received for
the three months ended June 30, 2003 from certain of our
network service providers, along with the addition of new
circuits and cell sites related to our new GSM network during
the three months ended June 30, 2004.


For the three months ended June 30, 2004,
our roaming costs decreased by $2.6 million, or 23.5%, to
$8.5 million from $11.1 million for the same period in
2003. This decrease was the result of a 27.4% decrease in
roaming costs per minute-of-use, offset by a 5.4% increase in
the minutes used by our customers on third-party wireless
providers networks.

Cost of equipment.For the three months ended June 30, 2004, our cost of
equipment increased $3.6 million, or 39.7%, to
$12.8 million from $9.2 million compared to the same
period in 2003. This increase in cost of equipment is due to an
increase in the average cost of handsets sold to customers,
along with increased purchases of new handsets due to an
increase in the number of customers upgrading to new rate plans,
including our new GSM rate plans.

Marketing and selling
costs.For the three months ended
June 30, 2004, our marketing and selling costs increased
$2.8 million, or 22.6%, to $15.2 million from
$12.4 million for the three months ended June 30,
2003, due primarily to an increase in spending on advertising to
launch our new GSM rate plans.

General and administrative
costs.For the three months ended
June 30, 2004, our general and administrative costs
increased $4.4 million, or 25.7%, to $21.7 million
from $17.3 million for the three months ended June 30,
2003. This increase is a result of increased infrastructure
costs such as customer service, billing, bad debt, business
taxes and administrative costs as a result of the overall growth
of our business.

Depreciation and amortization
expense.For the three months ended
June 30, 2004, our depreciation and amortization expense
increased $3.3 million, or 19.0%, to $20.9 million
from $17.6 million for 2003. The increase was the result of
additional depreciation on fixed assets acquired or constructed
in 2003 and the first six months of 2004.

Interest expense.For the three months ended June 30, 2004, our interest
expense decreased $7.5 million, or 24.1%, to
$23.7 million from $31.2 million for the three months
ended June 30, 2003. This decrease primarily resulted from
the reduction of our total debt outstanding.

Net (loss) income.For the three months ended June 30, 2004, our net loss was
$7.5 million. Our net loss increased $9.6 million,
from a net income of $2.1 million for the three months
ended June 30, 2003 primarily due to a decrease in our
operating income, offset by a reduction in our interest expense.

Results of Operations for Six Months Ended
June 30, 2004 Compared to Six Months Ended
June 30, 2003

Operating revenue.For the six months ended June 30, 2004, our total operating
revenue decreased $16.6 million, or 7.4%, to
$206.8 million from $223.4 million for the comparable
period in 2003. The following table sets forth the components of
our operating revenue for the periods indicated:

|                            |       |                           |         |            |  |        |       |            |  |   |         |         |  |  |       |        | 
|--------------------------- | ----- | ------------------------- | ------- | ---------- |  | ------ | ----- | ---------- |  | - | ------- | ------- |  |  | ----- | ------ | 
|                            |       |                          
|                            |       | Six Months Ended June 30,
|                            |       |                          
|                            |       |                           |         |           
|                            |       | 2004                      |         | 2003      
|                            |       |                           |         |           
|                            |       | Amount                    |         | Percentage |  | Amount |       | Percentage
|                            |       |                           |         |            |  |        |       |           
|                            |       |                          
|                            |       | ($ in thousands)         
|Service revenue             |       | $                         | 157,200 |            |  |        | 76.0% |            |  | $ | 153,295 |         |  |  | 68.6% |       
|Roaming revenue             |       |                           | 39,514  |            |  |        | 19.1% |            |  |   | 62,398  |         |  |  | 27.9% |       
|Equipment and other revenue |       |                           | 10,089  |            |  |        | 4.9%  |            |  |   | 7,733   |         |  |  | 3.5%  |       
|                            |       |                           |         |            |  |        |       |            |  |   |         |         |  |  |       |       
|                            | Total |                           | $       | 206,803    |  |        |       | 100.0%     |  |   | $       | 223,426 |  |  |       | 100.0% | 
|                            |       |                           |         |            |  |        |       |            |  |   |         |         |  |  |       |       

For the six months ended June 30, 2004, our
service revenue increased $3.9 million, or 2.5%, to
$157.2 million from $153.3 million for the six months
ended June 30, 2003. The increase was primarily
attributable to increased market penetration. Our average total
subscriber base increased 2.5% to 710,400 for the six months
ended June 30, 2004 from 693,300 for the six months ended
June 30, 2003.

13



---



##### Table of Contents



For the six months ended June 30, 2004, our
roaming revenue decreased $22.9 million, or 36.7%, to
$39.5 million from $62.4 million for the six months
ended June 30, 2003. This resulted from our roaming revenue
per minute-of-use decreasing by 35.5% due to decreases in our
contractual rates during 2003 and 2004. Our roaming minutes were
comparable for the six months June 30, 2004 and 2003.

For the six months ended June 30, 2004, our
equipment and other revenue increased $2.4 million, or
30.5%, to $10.1 million from $7.7 million for the six
months ended June 30, 2003. This increase in equipment
revenue is primarily a result of increased purchases of new
handsets due to an increase in the number of customers upgrading
to new rate plans, including our new GSM rate plans.

Cost of service.For
the six months ended June 30, 2004, our total cost of
service decreased $2.6 million, or 5.5%, to
$45.8 million from $48.4 million for the comparable
period in 2003. The following table sets forth the components of
our cost of service for the periods indicated:

|              |                       |                           |        |            |  |        |       |            |  |   |        |        |  |  |       |        | 
|------------- | --------------------- | ------------------------- | ------ | ---------- |  | ------ | ----- | ---------- |  | - | ------ | ------ |  |  | ----- | ------ | 
|              |                       |                          
|              |                       | Six Months Ended June 30,
|              |                       |                          
|              |                       |                           |        |           
|              |                       | 2004                      |        | 2003      
|              |                       |                           |        |           
|              |                       | Amount                    |        | Percentage |  | Amount |       | Percentage
|              |                       |                           |        |            |  |        |       |           
|              |                       |                          
|              |                       | ($ in thousands)         
|Network costs |                       | $                         | 29,065 |            |  |        | 63.5% |            |  | $ | 26,577 |        |  |  | 54.9% |       
|Roaming costs |                       |                           | 16,694 |            |  |        | 36.5% |            |  |   | 21,846 |        |  |  | 45.1% |       
|              |                       |                           |        |            |  |        |       |            |  |   |        |        |  |  |       |       
|              | Total cost of service |                           | $      | 45,759     |  |        |       | 100.0%     |  |   | $      | 48,423 |  |  |       | 100.0% | 
|              |                       |                           |        |            |  |        |       |            |  |   |        |        |  |  |       |       

For the six months ended June 30, 2004, our
network costs, which are the costs we incurred in operating our
wireless network and providing service to our customers,
increased $2.5 million, or 9.4%, to $29.1 million from
$26.6 million for the comparable period in 2003. This
increase was primarily due to credits received for the six
months ended June 30, 2003 from certain of our network
service providers, along with the addition of new circuits and
cell sites related to our new GSM network during the six months
ended June 30, 2004.

For the six months ended June 30, 2004, our
roaming costs decreased by $5.1 million, or 23.6%, to
$16.7 million from $21.8 million for the same period
in 2003. This decrease was the result of a 26.0% decrease in
roaming costs per minute-of-use, offset by a 3.3% increase in
the minutes used by our customers on third-party wireless
providers networks.

Cost of equipment.For the six months ended June 30, 2004, our cost of
equipment increased $4.9 million, or 26.9%, to
$23.0 million from $18.1 million compared to the same
in 2003. This increase in cost of equipment is due to an
increase in the average cost of handsets sold to customers,
along with increased purchases of new handsets due to an
increase in the number of customers upgrading to new rate plans,
including our new GSM rate plans.

Marketing and selling
costs.For the six months ended
June 30, 2004, our marketing and selling costs increased
$3.7 million, or 14.6%, to $28.5 million from
$24.8 million for the six months ended June 30, 2003,
due primarily to an increase in spending on advertising to
launch our new GSM rate plans.

General and administrative
costs.For the six months ended
June 30, 2004, our general and administrative costs
increased $8.8 million, or 25.1%, to $43.7 million
from $34.9 million for the six months ended June 30,
2003. This increase is a result of increased infrastructure
costs such as customer service, billing, bad debt, business
taxes and administrative costs as a result of the overall growth
of our business.

Depreciation and amortization
expense.For the six months ended
June 30, 2004, our depreciation and amortization expense
increased $6.5 million, or 19.0%, to $41.1 million
from $34.6 million for 2003. The increase was the result of
additional depreciation on fixed assets acquired or constructed
in 2003 and the first six months of 2004.

Interest expense.For the six months ended June 30, 2004, our interest
expense decreased $15.1 million, or 24.2%, to
$47.4 million from $62.5 million for the six months
ended June 30, 2003. This decrease primarily resulted from
the reduction of our total debt outstanding.

14



---



##### Table of Contents



Net (loss) income.For the six months ended June 30, 2004, our net loss was
$14.9 million. Our net loss increased $14.6 million
from $0.3 million for the six months ended June 30,
2003 primarily due to a decrease in our operating income, offset
by a reduction in our interest expense.

Liquidity and Capital Resources

We have required, and will likely continue to
require, substantial capital to further develop, expand and
upgrade our wireless systems and those we may acquire. We have
financed our operations through cash flows from operating
activities, and when necessary, bank debt, the sale of debt
securities and infusions of equity capital from our parent
company, Dobson Communications. Although we cannot provide
assurance, assuming successful implementation of our strategy,
including the continuing development of our wireless systems and
significant and sustained growth in our cash flows, we believe
that our cash on hand and cash flows from operations will be
sufficient to satisfy our currently expected capital
expenditures, working capital and debt service obligations over
the next year. The actual amount and timing of our future
capital requirements and expenditures may differ materially from
our estimates as a result of, among other things, the demand for
our services and the regulatory, technological and competitive
developments that may arise.

We currently expect that we may have to refinance
our debt at its final maturities, beginning in 2011. Sources of
additional financing may include commercial bank borrowings,
vendor financing and the sale of debt securities. Some or all of
these financing options may not be available to us in the
future, since these resources are dependent upon our financial
performance and condition, along with certain other factors that
are beyond our control, such as, economic events, technological
changes and business trends and developments. Our parent, Dobson
Communications, is not obligated to contribute equity capital or
provide any other financing to our subsidiaries or to us. Thus,
if at any time financing is not available on acceptable terms,
it could have a materially adverse effect on our business and
financial condition.



| |                     
| | --------------------
| | Cash Flow Activities

At June 30, 2004, we had a working capital
deficit of $16.0 million, a ratio of current assets to
current liabilities of 0.8:1 and an unrestricted cash balance of
$15.2 million, which compares to a working capital deficit
of $1.7 million, a ratio of current assets to current
liabilities of 1:1, and an unrestricted cash balance of
$27.5 million at December 31, 2003.

Our net cash provided by operating activities
totaled $15.2 million for the six months ended
June 30, 2004 compared to $23.5 million for the six
months ended June 30, 2003. The decrease in net cash
provided by operating activities is primarily due to an increase
in our loss from continuing operations.

Our net cash used in investing activities totaled
$27.5 million for the six months ended June 30, 2004
compared to $19.5 million for the six months ended
June 30, 2003. This decrease is related primarily to the
negative change in payables/ receivables-affiliates during the
two periods. Capital expenditures were $26.2 million for
the six months ended June 30, 2004 compared to
$28.3 million for the six months ended June 30, 2003,
net of $30.0 million of principal repayments.

Our net cash used in financing activities was
$0.1 million for the six months ended June 30, 2004
compared to net cash provided by financing activities of
$3.2 million for the six months ended June 30, 2003.
This decrease is primarily due to the maturities of restricted
investments totaling $33.3 million for the six months ended
June 30, 2003.



| |                                      
| | -------------------------------------
| | Capital Resources and
    Commitments

In August 2003, as part of our restructuring,
holders of $681.9 million outstanding principal amount of
our 9.5% Senior Subordinated Notes surrendered their senior
notes and received approximately $48.7 million in cash,
43.9 million shares of newly issued shares of Dobson
Communications Class A Common Stock, and
681,900 shares of Dobson Communications Series F
Convertible Preferred Stock, which has an aggregate liquidation
preference of approximately $121.8 million and is
convertible into a maximum of 13.9 million shares of Dobson
Communications Class A Common Stock. Dobson
Communications also issued

15



---



##### Table of Contents



4,301 shares of its Series F Preferred
Stock and 276,848 shares of its Class A Common Stock
in payment of certain fees of our restructuring. There remains
outstanding $18.1 million aggregate principal amount of our
9.5% Senior Subordinated Notes, which are due in 2009.


On August 8, 2003, we and ACC Escrow Corp.,
a newly formed, wholly-owned, indirect subsidiary of Dobson
Communications, completed a private offering of
$900.0 million aggregate principal amount of
10% Senior Notes due 2011. The senior notes were sold at
par, are unsecured and bear interest at an annual rate of 10%.
The net proceeds from the sale of the notes were used to
(i) repay in full all amounts owing under our bank credit
facility and (ii) pay a portion of the fees of our
restructuring. The notes rank pari passu in right of payment
with any of our existing and future indebtedness and are senior
to all existing and future subordinated indebtedness.

In connection with the closing of the sale of our
10% Senior Notes, we entered into an indenture dated
August 8, 2003 with Bank of Oklahoma, National Association,
as Trustee. The indenture contains certain covenants including
covenants that limit the ability of us and our restricted
subsidiaries to:



| |   |                                                                                                  
| | - | -------------------------------------------------------------------------------------------------
| |  | incur indebtedness;                                                                              
|
| |  | incur or assume liens;                                                                           
|
| |  | make restricted payments;                                                                        
|
| |  | impose dividend or other payment restrictions
    affecting our restricted subsidiaries;         
|
| |  | issue and sell capital stock of our restricted
    subsidiaries;                                 
|
| |  | issue certain capital stock;                                                                     
|
| |  | issue guarantees of indebtedness;                                                                
|
| |  | enter into transactions with affiliates;                                                         
|
| |  | sell assets;                                                                                     
|
| |  | engage in unpermitted lines of business;                                                         
|
| |  | enter into sale or leaseback
    transactions; and                                               
|
| |  | make payments for the consent, waiver or
    amendment of any of the provisions of the indenture.

Our capital expenditures were $26.2 million
for the six months ended June 30, 2004. We plan to spend
approximately $40 million to $55 million for capital
expenditures during 2004. The majority of these planned
expenditures that occurred during the first half of 2004, were
in relation to the build-out of our GSM/ GPRS/ EDGE network. The
amount and timing of capital expenditures may vary depending on
the rate at which we expand and develop our wireless systems,
new regulatory requirements, and whether we consummate
additional acquisitions.



| |                        
| | -----------------------
| | Contractual Obligations

We have not had a material change in the
resources required for scheduled repayment of contractual
obligations from the table of Contractual Cash Obligations
included in Managements Discussion and Analysis included
in our Annual Report on Form 10-K for the year ended
December 31, 2003. As of June 30, 2004, we do not have
any contractual purchase obligations, other than those with
payment terms less than 60 days after delivery of the
equipment.



| |                                   
| | ----------------------------------
| | Off-Balance Sheet
    Arrangements

We do not have any off-balance sheet financing
arrangements or liabilities. In addition, we do not have any
majority-owned subsidiaries or any interests in, or
relationships with, any material special-purpose entities that
are not included in the consolidated financial statements.

16



---



##### Table of Contents



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

Previously, our primary market risk related 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. All of our outstanding senior notes bore
interest at fixed rates. At June 30, 2004, we were not
involved with any derivatives or other financial instruments.

At June 30, 2004, we had long-term debt
outstanding of $913.3 million, all of which bears interest
at fixed rates.






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

As of the end of the period covered by this
report, an evaluation was carried out under the supervision and
with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under
the Securities Exchange Act of 1934) as required by
Rule 13a-15(b). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the
design and operation of these disclosure controls and procedures
were effective. We did not effect any changes in our internal
controls and procedures during the quarter ended June 30,
2004.

17



---



##### Table of Contents






PART II. OTHER INFORMATION






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

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






|        |                                                                                     
|------- | ------------------------------------------------------------------------------------
|Item 2. | Changes in Securities, Use of Proceeds and
    Issuer Purchases of Equity Securities

Not applicable






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

Not applicable






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

Not applicable






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

Not applicable






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

(a) Exhibits



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

|        |         |             |  |                                                                                                                                                                                                             |  |  |             | 
|------- | ------- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |         |             |  | Method of                                                                                                                                                                                                  
|Numbers |         | Description |  | Filing                                                                                                                                                                                                     
|        |         |             |  |                                                                                                                                                                                                            
|        | 3.1     |             |  | Fourth Restated Certificate of Incorporation of
    American Cellular Corporation                                                                                                                           |  |  | (1)[3.1]    | 
|        | 3.1.1   |             |  | Amendment to Fourth Restated Certificate of
    Incorporation of American Cellular Corporation                                                                                                              |  |  | (3)[3.1.1]  | 
|        | 3.2     |             |  | Amended and Restated Bylaws of Registrant                                                                                                                                                                   |  |  | (1)[3.2]    | 
|        | 3.3     |             |  | Certificate of Incorporation of ACC Lease Co.,
    Inc.                                                                                                                                                     |  |  | (7)[3.3]    | 
|        | 3.4     |             |  | ByLaws of ACC Lease Co., Inc.                                                                                                                                                                               |  |  | (7)[3.4]    | 
|        | 4.1     |             |  | Indenture dated March 14, 2001 between
    American Cellular Corporation and United States Trust
    Company of New York                                                                                    |  |  | (1)[4.2]    | 
|        | 4.1.1   |             |  | First Supplemental Indenture dated
    August 19, 2003 between ACC Acquisition LLC, American
    Cellular Corporation, its guaranteeing subsidiaries and Bank of
    Oklahoma, National Association         |  |  | (7)[4.1.1]  | 
|        | 4.2     |             |  | Indenture dated August 8, 2003 between ACC
    Escrow Corp. and Bank of Oklahoma, National Association                                                                                                      |  |  | (7)[4.2]    | 
|        | 4.3     |             |  | Registration Rights Agreement dated
    August 8, 2003 between ACC Escrow Corp., American Cellular
    Corp. and certain guarantors and Bear, Stearns & Co.,
    Inc. and Morgan Stanley & Co. Incorporated |  |  | (7)[4.3]    | 
|        | 10.1*   |             |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation dated
    November 16, 2001                                                                          |  |  | (3)[10.6]   | 
|        | 10.1.1* |             |  | Amendment No. 1 to Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation dated August 5, 2002                                                          |  |  | (4)[10.6.1] | 
|        | 10.2    |             |  | Asset Purchase Agreement dated October 30,
    2001 by and between ACC of Tennessee LLC, and Cellco
    Partnership, a Delaware general partnership, d/b/a Verizon
    Wireless                             |  |  | (2)[10.17]  | 

18



---



##### Table of Contents



|        |       |             |  |                                                                                                                                                                                                                           |  |  |            | 
|------- | ----- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ---------- | 
|Exhibit |       |             |  | Method of                                                                                                                                                                                                                
|Numbers |       | Description |  | Filing                                                                                                                                                                                                                   
|        |       |             |  |                                                                                                                                                                                                                          
|        | 10.3  |             |  | InterCarrier Multi-Standard Roaming Agreement
    effective as of January 25, 2002, between Cingular
    Wireless, LLC and Dobson Cellular Systems, Inc. and its
    Affiliates, including American Cellular Corporation  |  |  |            | 
|        | 10.4  |             |  | Master Services Agreement between American
    Cellular Corporation and Convergys Information Management Group
    Inc. dated December 1, 2002                                                                            |  |  | (5)[10.14] | 
|        | 10.5* |             |  | Roaming Agreement for GSM/ GPRS from AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003                                                                                           |  |  | (6)[10.15] | 
|        | 10.6* |             |  | GSM/GPRS/EDGE Operating Agreement between
    AT&T Wireless Services, Inc. and American Cellular
    Corporation dated July 11, 2003                                                                                      |  |  | (6)[10.16] | 
|        | 10.7* |             |  | Second Amended and Restated TDMA Operating
    Agreement between AT&T Wireless Services, Inc. on behalf of
    itself and its affiliates and American Cellular Corporation on
    behalf of itself and its affiliates     |  |  | (6)[10.17] | 
|        | 10.8  |             |  | Agreement and Plan of Merger by and between ACC
    Escrow Corp. and American Cellular Corporation dated
    August 8, 2003                                                                                               |  |  | (7)[10.17] | 
|        | 10.9  |             |  | Management Agreement dated August 19, 2003
    by and between Dobson Cellular Systems, Inc. and American
    Cellular Corporation                                                                                         |  |  | (7)[10.18] | 
|        | 10.10 |             |  | Tax Allocation Agreement dated August 19,
    2003 by and between Dobson Communications Corporation and
    American Cellular Corporation                                                                                 |  |  | (7)[10.19] | 
|        | 10.11 |             |  | Purchase Agreement dated July 25, 2003 by
    and among ACC Escrow Corp., American Cellular Corporation and
    certain guaranteeing subsidiaries and Bear, Stearns &
    Co., Inc. and Morgan Stanley & Co. Incorporated |  |  | (7)[10.20] | 
|        | 31.1  |             |  | Rule 13a-14(a) Certification by our
    Chairman and Chief Executive Officer                                                                                                                                              |  |  | (8)        | 
|        | 31.2  |             |  | Rule 13a-14(a) Certification by our
    Chief Financial Officer                                                                                                                                                           |  |  | (8)        | 
|        | 32.1  |             |  | Section 1350 Certification by our Chairman
    and Chief Executive Officer                                                                                                                                                |  |  | (8)        | 
|        | 32.2  |             |  | Section 1350 Certification by our Chief
    Financial Officer                                                                                                                                                             |  |  | (8)        | 



---



|    |                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | Confidential treatment has been requested for a
    portion of this document.                                                                                                                                
|   
|(1) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (registration
    No. 333-59322), as the exhibit number indicated in brackets
    and incorporated by reference herein.       
|   
|(2) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|   
|(3) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.       
|   
|(4) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2002, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|   
|(5) | Filed as an exhibit to the Registrants
    current report on Form 8-K on December 12, 2002, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                       
|   
|(6) | Filed as an exhibit to the Registrants
    current report on Form 8-K on July 28, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                           
|   
|(7) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (no. 333-110082) as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                    
|   
|(8) | Filed herewith.                                                                                                                                                                                              

(b) Reports on Form 8-K

None

19



---



##### Table of Contents



SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.



| |                              
| | -----------------------------
| | AMERICAN CELLULAR CORPORATION

Date: August 13, 2004

| |                                 
| | --------------------------------
| | /s/ EVERETT R. DOBSON           
| |                                 
| | Everett R. Dobson               
| | Chairman of the Board, President
| | and Chief Executive Officer     
| | (Principal Executive Officer)   

Date: August 13, 2004

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

20



---



##### Table of Contents



INDEX TO EXHIBITS

|        |         |             |  |                                                                                                                                                                                                                           |  |  |             | 
|------- | ------- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |         |             |  | Method of                                                                                                                                                                                                                
|Numbers |         | Description |  | Filing                                                                                                                                                                                                                   
|        |         |             |  |                                                                                                                                                                                                                          
|        | 3.1     |             |  | Fourth Restated Certificate of Incorporation of
    American Cellular Corporation                                                                                                                                         |  |  | (1)[3.1]    | 
|        | 3.1.1   |             |  | Amendment to Fourth Restated Certificate of
    Incorporation of American Cellular Corporation                                                                                                                            |  |  | (3)[3.1.1]  | 
|        | 3.2     |             |  | Amended and Restated Bylaws of Registrant                                                                                                                                                                                 |  |  | (1)[3.2]    | 
|        | 3.3     |             |  | Certificate of Incorporation of ACC Lease Co.,
    Inc.                                                                                                                                                                   |  |  | (7)[3.3]    | 
|        | 3.4     |             |  | ByLaws of ACC Lease Co., Inc.                                                                                                                                                                                             |  |  | (7)[3.4]    | 
|        | 4.1     |             |  | Indenture dated March 14, 2001 between
    American Cellular Corporation and United States Trust
    Company of New York                                                                                                  |  |  | (1)[4.2]    | 
|        | 4.1.1   |             |  | First Supplemental Indenture dated
    August 19, 2003 between ACC Acquisition LLC, American
    Cellular Corporation, its guaranteeing subsidiaries and Bank of
    Oklahoma, National Association                       |  |  | (7)[4.1.1]  | 
|        | 4.2     |             |  | Indenture dated August 8, 2003 between ACC
    Escrow Corp. and Bank of Oklahoma, National Association                                                                                                                    |  |  | (7)[4.2]    | 
|        | 4.3     |             |  | Registration Rights Agreement dated
    August 8, 2003 between ACC Escrow Corp., American Cellular
    Corp. and certain guarantors and Bear, Stearns & Co.,
    Inc. and Morgan Stanley & Co. Incorporated               |  |  | (7)[4.3]    | 
|        | 10.1*   |             |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation dated
    November 16, 2001                                                                                        |  |  | (3)[10.6]   | 
|        | 10.1.1* |             |  | Amendment No. 1 to Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation dated August 5, 2002                                                                        |  |  | (4)[10.6.1] | 
|        | 10.2    |             |  | Asset Purchase Agreement dated October 30,
    2001 by and between ACC of Tennessee LLC, and Cellco
    Partnership, a Delaware general partnership, d/b/a Verizon
    Wireless                                           |  |  | (2)[10.17]  | 
|        | 10.3    |             |  | InterCarrier Multi-Standard Roaming Agreement
    effective as of January 25, 2002, between Cingular
    Wireless, LLC and Dobson Cellular Systems, Inc. and its
    Affiliates, including American Cellular Corporation  |  |  |             | 
|        | 10.4    |             |  | Master Services Agreement between American
    Cellular Corporation and Convergys Information Management Group
    Inc. dated December 1, 2002                                                                            |  |  | (5)[10.14]  | 
|        | 10.5*   |             |  | Roaming Agreement for GSM/ GPRS from AT&T
    Wireless Services, Inc. and American Cellular Corporation dated
    July 11, 2003                                                                                           |  |  | (6)[10.15]  | 
|        | 10.6*   |             |  | GSM/GPRS/EDGE Operating Agreement between
    AT&T Wireless Services, Inc. and American Cellular
    Corporation dated July 11, 2003                                                                                      |  |  | (6)[10.16]  | 
|        | 10.7*   |             |  | Second Amended and Restated TDMA Operating
    Agreement between AT&T Wireless Services, Inc. on behalf of
    itself and its affiliates and American Cellular Corporation on
    behalf of itself and its affiliates     |  |  | (6)[10.17]  | 
|        | 10.8    |             |  | Agreement and Plan of Merger by and between ACC
    Escrow Corp. and American Cellular Corporation dated
    August 8, 2003                                                                                               |  |  | (7)[10.17]  | 
|        | 10.9    |             |  | Management Agreement dated August 19, 2003
    by and between Dobson Cellular Systems, Inc. and American
    Cellular Corporation                                                                                         |  |  | (7)[10.18]  | 
|        | 10.10   |             |  | Tax Allocation Agreement dated August 19,
    2003 by and between Dobson Communications Corporation and
    American Cellular Corporation                                                                                 |  |  | (7)[10.19]  | 
|        | 10.11   |             |  | Purchase Agreement dated July 25, 2003 by
    and among ACC Escrow Corp., American Cellular Corporation and
    certain guaranteeing subsidiaries and Bear, Stearns &
    Co., Inc. and Morgan Stanley & Co. Incorporated |  |  | (7)[10.20]  | 
|        | 31.1    |             |  | Rule 13a-14(a) Certification by our
    Chairman and Chief Executive Officer                                                                                                                                              |  |  | (8)         | 
|        | 31.2    |             |  | Rule 13a-14(a) Certification by our
    Chief Financial Officer                                                                                                                                                           |  |  | (8)         | 
|        | 32.1    |             |  | Section 1350 Certification by our Chairman
    and Chief Executive Officer                                                                                                                                                |  |  | (8)         | 
|        | 32.2    |             |  | Section 1350 Certification by our Chief
    Financial Officer                                                                                                                                                             |  |  | (8)         | 



---



##### Table of Contents





---



|    |                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | Confidential treatment has been requested for a
    portion of this document.                                                                                                                                
|   
|(1) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (registration
    No. 333-59322), as the exhibit number indicated in brackets
    and incorporated by reference herein.       
|   
|(2) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|   
|(3) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.       
|   
|(4) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2002, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|   
|(5) | Filed as an exhibit to the Registrants
    current report on Form 8-K on December 12, 2002, as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                       
|   
|(6) | Filed as an exhibit to the Registrants
    current report on Form 8-K on July 28, 2003, as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                           
|   
|(7) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (no. 333-110082) as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                    
|   
|(8) | Filed herewith.