##### 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
    September 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



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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                     |  | 73134(Zip Code)                         
|(Address of principal executive
    offices)                       |  |                                         

(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 November 3, 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 September 30, 2004 and
    December 31, 2003                                                                                                                                         |    |  | 2 | 
|                                                     |   |                                                                                           |  | Condensed Consolidated
    Statements of Operations for the Three Months Ended
    September 30, 2004, the period from July 1, 2003 to
    August 18, 2003, and the period from formation
    (June 23, 2003) to September 30, 2003  |    |  | 3 | 
|                                                     |   |                                                                                           |  | Condensed Consolidated
    Statements of Operations for the Nine Months Ended
    September 30, 2004, the period from January 1, 2003 to
    August 18, 2003 and the period from formation
    (June 23, 2003) to September 30, 2003 |    |  | 4 | 
|                                                     |   |                                                                                           |  | Condensed Consolidated
    Statements of Cash Flows for the Nine Months Ended
    September 30, 2004, the period from January 1, 2003 to
    August 18, 2003 and the period from formation
    (June 23, 2003) to September 30, 2003 |    |  | 5 | 
|                                                     |   |                                                                                           |  | Notes to Condensed
    Consolidated Financial Statements                                                                                                                                                                             |    |  | 6 | 
|2                                                    |   | Managements Discussion
    and Analysis of Financial Condition and Results of Operations |  |                                                                                                                                                                                                                                      | 10 | 
|3                                                    |   | Quantitative and Qualitative
    Disclosure About Market Risk                             |  |                                                                                                                                                                                                                                      | 19 | 
|4                                                    |   | Controls and Procedures                                                                   |  |                                                                                                                                                                                                                                      | 19 | 
|PART II. OTHER
    INFORMATION                      
|1                                                    |   | Legal Proceedings                                                                         |  |                                                                                                                                                                                                                                      | 21 | 
|2                                                    |   | Unregistered Sales of Equity
    Securities and Use of Proceeds                           |  |                                                                                                                                                                                                                                      | 21 | 
|3                                                    |   | Defaults Upon Senior
    Securities                                                       |  |                                                                                                                                                                                                                                      | 21 | 
|4                                                    |   | Submission of Matters to a
    Vote of Security Holders                                   |  |                                                                                                                                                                                                                                      | 21 | 
|5                                                    |   | Other Information                                                                         |  |                                                                                                                                                                                                                                      | 21 | 
|6                                                    |   | Exhibits                                                                                  |  |                                                                                                                                                                                                                                      | 21 | 
|Amendment No. 2 to Purchase and License Agreement   
|Rule 13a-14(a) Certification by the Chairman and CEO
|Rule 13a-14(a) Certification by the CFO             
|Section 1350 Certification by the Chairman and CEO  
|Section 1350 Certification by the CFO               



1



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##### Table of Contents






PART I.

FINANCIAL INFORMATION



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

AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED BALANCE
SHEETS


|                                                                           |                                            |               |             |               |  |   |             |               | 
|-------------------------------------------------------------------------- | ------------------------------------------ | ------------- | ----------- | ------------- |  | - | ----------- | ------------- | 
|                                                                           |                                            | September 30, |             | December 31, 
|                                                                           |                                            | 2004          |             | 2003         
|                                                                           |                                            |               |             |              
|                                                                           |                                            | (Unaudited)   |             |              
|ASSETS                                                                    
|CURRENT ASSETS:                                                            |                                            |               |             |               |  |   |             |              
|Cash and cash equivalents                                                  |                                            | $             | 7,166,441   |               |  | $ | 27,505,267  |              
|Accounts receivable, net                                                   |                                            |               | 32,903,050  |               |  |   | 35,415,003  |              
|Restricted cash and investments                                            |                                            |               |            |               |  |   | 4,165,275   |              
|Inventory                                                                  |                                            |               | 5,276,565   |               |  |   | 3,751,447   |              
|Deferred tax assets                                                        |                                            |               | 4,804,000   |               |  |   | 5,708,000   |              
|Prepaid expenses                                                           |                                            |               | 3,855,992   |               |  |   | 2,593,317   |              
|                                                                           |                                            |               |             |               |  |   |             |              
|                                                                           | Total current assets                       |               |             | 54,006,048    |  |   |             | 79,138,309    | 
|                                                                           |                                            |               |             |               |  |   |             |              
|PROPERTY, PLANT AND EQUIPMENT, net (Note 2)                                |                                            |               | 189,557,296 |               |  |   | 205,199,700 |              
|                                                                           |                                            |               |             |               |  |   |             |              
|OTHER ASSETS:                                                              |                                            |               |             |               |  |   |             |              
|Accounts receivable  affiliates                                           |                                            |               | 5,807,231   |               |  |   | 7,059,367   |              
|Wireless license acquisition costs                                         |                                            |               | 669,168,756 |               |  |   | 669,168,796 |              
|Goodwill                                                                   |                                            |               | 570,708,002 |               |  |   | 570,525,432 |              
|Deferred financing costs, net                                              |                                            |               | 16,356,174  |               |  |   | 18,043,316  |              
|Customer list, net                                                         |                                            |               | 63,253,333  |               |  |   | 75,253,333  |              
|Other non-current assets                                                   |                                            |               | 696,682     |               |  |   | 619,706     |              
|                                                                           |                                            |               |             |               |  |   |             |              
|                                                                           | Total other assets                         |               |             | 1,325,990,178 |  |   |             | 1,340,669,950 | 
|                                                                           |                                            |               |             |               |  |   |             |              
|                                                                           | Total assets                               |               | $           | 1,569,553,522 |  |   | $           | 1,625,007,959 | 
|                                                                           |                                            |               |             |               |  |   |             |              
|LIABILITIES AND STOCKHOLDERS
    EQUITY                                  
|CURRENT LIABILITIES:                                                       |                                            |               |             |               |  |   |             |              
|Accounts payable                                                           |                                            | $             | 11,727,964  |               |  | $ | 17,933,533  |              
|Accrued expenses                                                           |                                            |               | 12,885,507  |               |  |   | 10,864,285  |              
|Accrued interest payable                                                   |                                            |               | 19,299,901  |               |  |   | 39,557,201  |              
|Deferred revenue and customer deposits                                     |                                            |               | 12,499,667  |               |  |   | 12,526,924  |              
|                                                                           |                                            |               |             |               |  |   |             |              
|                                                                           | Total current liabilities                  |               |             | 56,413,039    |  |   |             | 80,881,943    | 
|                                                                           |                                            |               |             |               |  |   |             |              
|OTHER LIABILITIES:                                                         |                                            |               |             |               |  |   |             |              
|Long-term debt (Note 3)                                                    |                                            |               | 913,537,100 |               |  |   | 912,850,706 |              
|Deferred tax liabilities                                                   |                                            |               | 156,642,481 |               |  |   | 169,162,204 |              
|Other non-current liabilities                                              |                                            |               | 5,906,344   |               |  |   | 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                                                        |                                            |               | (37,492,694 | )             |  |   | (19,248,646 | )            
|                                                                           |                                            |               |             |               |  |   |             |              
|                                                                           | Total stockholders equity                 |               |             | 437,054,558   |  |   |             | 455,298,606   | 
|                                                                           |                                            |               |             |               |  |   |             |              
|                                                                           | Total liabilities and stockholders equity |               | $           | 1,569,553,522 |  |   | $           | 1,625,007,959 | 
|                                                                           |                                            |               |             |               |  |   |             |              

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

2



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##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


|                                                                                  |                                                                                         |                          |            |                     |             |                    |             |             |            |   |            |             |            | 
|--------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------- | ------------------------ | ---------- | ------------------- | ----------- | ------------------ | ----------- | ----------- | ---------- | - | ---------- | ----------- | ---------- | 
|                                                                                  |                                                                                         |                          |            |                     |             | For the Period    
|                                                                                  |                                                                                         | For the                  |            | For the Period from |             | from Formation    
|                                                                                  |                                                                                         | Three Months             |            | July 1, 2003        |             | (June 23, 2003)   
|                                                                                  |                                                                                         | Ended                    |            | to                  |             | to                
|                                                                                  |                                                                                         | September 30, 2004       |            | August 18, 2003     |             | September 30, 2003
|                                                                                  |                                                                                         |                          |            |                     |             |                   
|                                                                                  |                                                                                         |                         
|                                                                                  |                                                                                         | The Predecessor         
|                                                                                  |                                                                                         | Company                 
|                                                                                  |                                                                                         | (Unaudited)             
|OPERATING REVENUE:                                                                |                                                                                         |                          |            |                     |             |                    |             |             |            |   |            |            
|                                                                                  | Service revenue                                                                         |                          | $          | 84,008,184          |             |                    | $           | 42,492,000  |            |   | $          | 38,630,058  |           
|                                                                                  | Roaming revenue                                                                         |                          |            | 26,525,298          |             |                    |             | 19,989,346  |            |   |            | 14,538,581  |           
|                                                                                  | Equipment and other revenue                                                             |                          |            | 3,973,009           |             |                    |             | 2,818,953   |            |   |            | 1,994,122   |           
|                                                                                  |                                                                                         |                          |            |                     |             |                    |             |             |            |   |            |            
|                                                                                  |                                                                                         | Total operating revenue  |            |                     | 114,506,491 |                    |             |             | 65,300,299 |   |            |             | 55,162,761 | 
|                                                                                  |                                                                                         |                          |            |                     |             |                    |             |             |            |   |            |            
|OPERATING EXPENSES:                                                               |                                                                                         |                          |            |                     |             |                    |             |             |            |   |            |            
|                                                                                  | Cost of service (exclusive of depreciation and
    amortization shown separately below) |                          |            | 26,632,889          |             |                    |             | 13,802,001  |            |   |            | 11,611,427  |           
|                                                                                  | Cost of equipment                                                                       |                          |            | 11,582,305          |             |                    |             | 5,527,489   |            |   |            | 4,499,836   |           
|                                                                                  | Marketing and selling                                                                   |                          |            | 14,342,789          |             |                    |             | 6,347,704   |            |   |            | 6,553,282   |           
|                                                                                  | General and administrative                                                              |                          |            | 21,932,583          |             |                    |             | 9,488,025   |            |   |            | 8,871,968   |           
|                                                                                  | Depreciation and amortization                                                           |                          |            | 20,881,069          |             |                    |             | 9,013,916   |            |   |            | 8,861,318   |           
|                                                                                  |                                                                                         |                          |            |                     |             |                    |             |             |            |   |            |            
|                                                                                  |                                                                                         | Total operating expenses |            |                     | 95,371,635  |                    |             |             | 44,179,135 |   |            |             | 40,397,831 | 
|                                                                                  |                                                                                         |                          |            |                     |             |                    |             |             |            |   |            |            
|OPERATING INCOME                                                                  |                                                                                         |                          | 19,134,856 |                     |             |                    | 21,121,164  |             |            |   | 14,764,930 |            
|OTHER (EXPENSE) INCOME:                                                           |                                                                                         |                          |            |                     |             |                    |             |             |            |   |            |            
|                                                                                  | Interest expense                                                                        |                          |            | (23,971,275         | )           |                    |             | (15,671,827 | )          |   |            | (13,849,099 | )         
|                                                                                  | Dividends on mandatorily redeemable preferred
    stock                                 |                          |            |                    |             |                    |             | (703,442    | )          |   |            |            |           
|                                                                                  | Other (expense) income, net                                                             |                          |            | (615,360            | )           |                    |             | 58,153      |            |   |            | 142,700     |           
|                                                                                  |                                                                                         |                          |            |                     |             |                    |             |             |            |   |            |            
|(LOSS) INCOME BEFORE INCOME TAXES                                                 |                                                                                         |                          | (5,451,779 | )                   |             |                    | 4,804,048   |             |            |   | 1,058,531  |            
|                                                                                  | Income tax benefit (expense)                                                            |                          |            | 2,071,675           |             |                    |             | (2,162,410  | )          |   |            | (402,243    | )         
|                                                                                  |                                                                                         |                          |            |                     |             |                    |             |             |            |   |            |            
|(LOSS) INCOME BEFORE EXTRAORDINARY ITEM                                           |                                                                                         |                          | (3,380,104 | )                   |             |                    | 2,641,638   |             |            |   | 656,288    |            
|Extraordinary gain, net of income tax expense of
    $80,296,256 in 2003 (Note 3) |                                                                                         |                          |           |                     |             |                    | 131,009,680 |             |            |   |           |            
|                                                                                  |                                                                                         |                          |            |                     |             |                    |             |             |            |   |            |            
|NET (LOSS) INCOME                                                                 |                                                                                         | $                        | (3,380,104 | )                   |             | $                  | 133,651,318 |             |            | $ | 656,288    |            
|                                                                                  |                                                                                         |                          |            |                     |             |                    |             |             |            |   |            |            

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

3



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##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


|                                                                                  |                                                                                         |                          |             |                     |             |                    |             |             |             |   |            |             |            | 
|--------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------- | ------------------------ | ----------- | ------------------- | ----------- | ------------------ | ----------- | ----------- | ----------- | - | ---------- | ----------- | ---------- | 
|                                                                                  |                                                                                         |                          |             |                     |             | For the Period    
|                                                                                  |                                                                                         | For the                  |             | For the Period from |             | from Formation    
|                                                                                  |                                                                                         | Nine Months              |             | January 1, 2003     |             | (June 23, 2003)   
|                                                                                  |                                                                                         | Ended                    |             | to                  |             | to                
|                                                                                  |                                                                                         | September 30, 2004       |             | August 18, 2003     |             | September 30, 2003
|                                                                                  |                                                                                         |                          |             |                     |             |                   
|                                                                                  |                                                                                         |                         
|                                                                                  |                                                                                         | The Predecessor         
|                                                                                  |                                                                                         | Company                 
|                                                                                  |                                                                                         |                         
|                                                                                  |                                                                                         | (Unaudited)             
|OPERATING REVENUE:                                                                |                                                                                         |                          |             |                     |             |                    |             |             |             |   |            |            
|                                                                                  | Service revenue                                                                         |                          | $           | 241,208,869         |             |                    | $           | 195,787,153 |             |   | $          | 38,630,058  |           
|                                                                                  | Roaming revenue                                                                         |                          |             | 66,039,064          |             |                    |             | 82,387,324  |             |   |            | 14,538,581  |           
|                                                                                  | Equipment and other revenue                                                             |                          |             | 14,061,874          |             |                    |             | 10,552,294  |             |   |            | 1,994,122   |           
|                                                                                  |                                                                                         |                          |             |                     |             |                    |             |             |             |   |            |            
|                                                                                  |                                                                                         | Total operating revenue  |             |                     | 321,309,807 |                    |             |             | 288,726,771 |   |            |             | 55,162,761 | 
|                                                                                  |                                                                                         |                          |             |                     |             |                    |             |             |             |   |            |            
|OPERATING EXPENSES:                                                               |                                                                                         |                          |             |                     |             |                    |             |             |             |   |            |            
|                                                                                  | Cost of service (exclusive of depreciation and
    amortization shown separately below) |                          |             | 72,392,143          |             |                    |             | 62,225,347  |             |   |            | 11,611,427  |           
|                                                                                  | Cost of equipment                                                                       |                          |             | 34,534,252          |             |                    |             | 23,618,299  |             |   |            | 4,499,836   |           
|                                                                                  | Marketing and selling                                                                   |                          |             | 42,805,593          |             |                    |             | 31,180,136  |             |   |            | 6,553,282   |           
|                                                                                  | General and administrative                                                              |                          |             | 65,665,116          |             |                    |             | 44,434,982  |             |   |            | 8,871,968   |           
|                                                                                  | Depreciation and amortization                                                           |                          |             | 62,030,537          |             |                    |             | 43,590,974  |             |   |            | 8,861,318   |           
|                                                                                  |                                                                                         |                          |             |                     |             |                    |             |             |             |   |            |            
|                                                                                  |                                                                                         | Total operating expenses |             |                     | 277,427,641 |                    |             |             | 205,049,738 |   |            |             | 40,397,831 | 
|                                                                                  |                                                                                         |                          |             |                     |             |                    |             |             |             |   |            |            
|OPERATING INCOME                                                                  |                                                                                         |                          | 43,882,166  |                     |             |                    | 83,677,033  |             |             |   | 14,764,930 |            
|OTHER (EXPENSE) INCOME:                                                           |                                                                                         |                          |             |                     |             |                    |             |             |             |   |            |            
|                                                                                  | Interest expense                                                                        |                          |             | (71,339,009         | )           |                    |             | (78,136,350 | )           |   |            | (13,849,099 | )         
|                                                                                  | Dividends on mandatorily redeemable preferred
    stock                                 |                          |             |                    |             |                    |             | (703,442    | )           |   |            |            |           
|                                                                                  | Other (expense) income, net                                                             |                          |             | (1,969,041          | )           |                    |             | (538,070    | )           |   |            | 142,700     |           
|                                                                                  |                                                                                         |                          |             |                     |             |                    |             |             |             |   |            |            
|(LOSS) INCOME BEFORE INCOME TAXES                                                 |                                                                                         |                          | (29,425,884 | )                   |             |                    | 4,299,171   |             |             |   | 1,058,531  |            
|                                                                                  | Income tax benefit (expense)                                                            |                          |             | 11,181,836          |             |                    |             | (1,960,532  | )           |   |            | (402,243    | )         
|                                                                                  |                                                                                         |                          |             |                     |             |                    |             |             |             |   |            |            
|(LOSS) INCOME BEFORE EXTRAORDINARY ITEM                                           |                                                                                         |                          | (18,244,048 | )                   |             |                    | 2,338,639   |             |             |   | 656,288    |            
|Extraordinary gain, net of income tax expense of
    $80,296,256 in 2003 (Note 3) |                                                                                         |                          |            |                     |             |                    | 131,009,680 |             |             |   |           |            
|                                                                                  |                                                                                         |                          |             |                     |             |                    |             |             |             |   |            |            
|NET (LOSS) INCOME                                                                 |                                                                                         |                          | (18,244,048 | )                   |             |                    | 133,348,319 |             |             |   | 656,288    |            
|DIVIDENDS ON PREFERRED STOCK                                                      |                                                                                         |                          |            |                     |             |                    | (2,545,617  | )           |             |   |           |            
|                                                                                  |                                                                                         |                          |             |                     |             |                    |             |             |             |   |            |            
|NET (LOSS) INCOME APPLICABLE TO COMMON
    STOCKHOLDER                            |                                                                                         | $                        | (18,244,048 | )                   |             | $                  | 130,802,702 |             |             | $ | 656,288    |            
|                                                                                  |                                                                                         |                          |             |                     |             |                    |             |             |             |   |            |            

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

4



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##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                                            |                                                                                                                         |                                                  |                                                         |                 |             |                     |            |             |            |             |            |              |            |            |  
|--------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------------- | --------------- | ----------- | ------------------- | ---------- | ----------- | ---------- | ----------- | ---------- | ------------ | ---------- | ---------- | -
|                                                                            |                                                                                                                         |                                                  |                                                         | For the Period  |             | For the Period from
|                                                                            |                                                                                                                         | For the                                          |                                                         | from            |             | Formation          
|                                                                            |                                                                                                                         | Nine Months                                      |                                                         | January 1, 2003 |             | (June 23, 2003)    
|                                                                            |                                                                                                                         | Ended                                            |                                                         | to              |             | to                 
|                                                                            |                                                                                                                         | September 30, 2004                               |                                                         | August 18, 2003 |             | September 30, 2003 
|                                                                            |                                                                                                                         |                                                  |                                                         |                 |             |                    
|                                                                            |                                                                                                                         |                                                  |                                                         | The Predecessor |             |                    
|                                                                            |                                                                                                                         |                                                  |                                                         | Company         |             |                    
|                                                                            |                                                                                                                         |                                                 
|                                                                            |                                                                                                                         | (Unaudited)                                     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                                                                                                         |                                                  |                                                         |                 |             |                     |            |             |            |             |            |             
|                                                                            | (Loss) income before extraordinary item                                                                                 |                                                  | $                                                       | (18,244,048     | )           |                     | $          | 2,338,639   |            |             | $          | 656,288      |           
|                                                                            | Adjustments to reconcile (loss) income before
    extraordinary item to net cash provided by operating
    activities  |                                                  |                                                         |                 |             |                     |            |             |            |             |            |              |           
|                                                                            |                                                                                                                         | Depreciation and amortization                    |                                                         |                 | 62,030,537  |                     |            |             | 43,590,974 |             |            |              | 8,861,318  |           
|                                                                            |                                                                                                                         | Amortization of bond premium and financing costs |                                                         |                 | 2,454,611   |                     |            |             | 4,074,039  |             |            |              | 269,481    |           
|                                                                            |                                                                                                                         | Deferred income tax (benefit) expense            |                                                         |                 | (11,615,723 | )                   |            |             | 1,418,796  |             |            |              | 201,302    |           
|                                                                            |                                                                                                                         | Non-cash mandatorily redeemable preferred stock  |                                                         |                 |            |                     |            |             | 703,442    |             |            |              |           |           
|                                                                            | Changes in current assets and
    liabilities                                                                          |                                                  |                                                         |                 |             |                     |            |             |            |             |            |              |           
|                                                                            |                                                                                                                         | Accounts receivable                              |                                                         |                 | 2,511,953   |                     |            |             | (6,052,315 | )           |            |              | 3,594,711  |           
|                                                                            |                                                                                                                         | Inventory                                        |                                                         |                 | (1,525,118  | )                   |            |             | 913,720    |             |            |              | 100,602    |           
|                                                                            |                                                                                                                         | Prepaid expenses and other                       |                                                         |                 | (1,242,424  | )                   |            |             | 262,531    |             |            |              | (1,134,660 | )         
|                                                                            |                                                                                                                         | Accounts payable                                 |                                                         |                 | (6,205,569  | )                   |            |             | (9,007,368 | )           |            |              | 26,291,879 |           
|                                                                            |                                                                                                                         | Accrued expenses                                 |                                                         |                 | (19,326,804 | )                   |            |             | (1,768,257 | )           |            |              | (649,878   | )         
|                                                                            |                                                                                                                         | Deferred revenue and customer deposits           |                                                         |                 | (27,257     | )                   |            |             | (168,108   | )           |            |              | 299,686    |           
|                                                                            |                                                                                                                         |                                                  |                                                         |                 |             |                     |            |             |            |             |            |             
|                                                                            |                                                                                                                         |                                                  | Net cash provided by operating activities               |                 |             | 8,810,158           |            |             |            | 36,306,093  |            |              |            | 38,490,729 |  
|                                                                            |                                                                                                                         |                                                  |                                                         |                 |             |                     |            |             |            |             |            |             
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                                                                                                         |                                                  |                                                         |                 |             |                     |            |             |            |             |            |             
|                                                                            | Capital expenditures                                                                                                    |                                                  |                                                         | (34,450,651     | )           |                     |            | (33,468,429 | )          |             |            | (28,843,242  | )         
|                                                                            | Cash acquired from acquisition of American
    Cellular                                                                 |                                                  |                                                         |                |             |                     |            |            |            |             |            | 35,819,121   |           
|                                                                            | Change in payable/receivable 
    affiliates                                                                           |                                                  |                                                         | 1,264,276       |             |                     |            | 9,738,668   |            |             |            | (11,009,313  | )         
|                                                                            | Proceeds from sale of assets                                                                                            |                                                  |                                                         | 28,051          |             |                     |            | 14,409      |            |             |            |             |           
|                                                                            | Refund of funds held in escrow for contingencies
    on sold assets                                                     |                                                  |                                                         | 4,168,615       |             |                     |            | 4,112,154   |            |             |            |             |           
|                                                                            | Other investing activities                                                                                              |                                                  |                                                         | (78,200         | )           |                     |            | (80,431     | )          |             |            | 140,500      |           
|                                                                            |                                                                                                                         |                                                  |                                                         |                 |             |                     |            |             |            |             |            |             
|                                                                            |                                                                                                                         |                                                  | Net cash used in investing activities                   |                 |             | (29,067,909         | )          |             |            | (19,683,629 | )          |              |            | (3,892,934 | )
|                                                                            |                                                                                                                         |                                                  |                                                         |                 |             |                     |            |             |            |             |            |             
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                                                                                                         |                                                  |                                                         |                 |             |                     |            |             |            |             |            |             
|                                                                            | Proceeds from long-term debt                                                                                            |                                                  |                                                         |                |             |                     |            |            |            |             |            | 900,000,000  |           
|                                                                            | Repayments of long-term debt                                                                                            |                                                  |                                                         |                |             |                     |            | (30,019,975 | )          |             |            | (864,294,281 | )         
|                                                                            | Deferred financing costs                                                                                                |                                                  |                                                         | (81,075         | )           |                     |            | 101,085     |            |             |            | (20,650,985  | )         
|                                                                            | Maturities of restricted investments                                                                                    |                                                  |                                                         |                |             |                     |            | 33,250,000  |            |             |            |             |           
|                                                                            |                                                                                                                         |                                                  |                                                         |                 |             |                     |            |             |            |             |            |             
|                                                                            |                                                                                                                         |                                                  | Net cash (used in) provided by financing
    activities |                 |             | (81,075             | )          |             |            | 3,331,110   |            |              |            | 15,054,734 |  
|                                                                            |                                                                                                                         |                                                  |                                                         |                 |             |                     |            |             |            |             |            |             
|NET (DECREASE) INCREASE IN CASH AND CASH
    EQUIVALENTS                    |                                                                                                                         |                                                  | (20,338,826                                             | )               |             |                     | 19,953,574 |             |            |             | 49,652,529 |             
|CASH AND CASH EQUIVALENTS, beginning of period                              |                                                                                                                         |                                                  | 27,505,267                                              |                 |             |                     | 15,865,547 |             |            |             |           |             
|                                                                            |                                                                                                                         |                                                  |                                                         |                 |             |                     |            |             |            |             |            |             
|CASH AND CASH EQUIVALENTS, end of period                                    |                                                                                                                         | $                                                | 7,166,441                                               |                 |             | $                   | 35,819,121 |             |            | $           | 49,652,529 |             
|                                                                            |                                                                                                                         |                                                  |                                                         |                 |             |                     |            |             |            |             |            |             
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                          |                                                                                                                         |                                                  |                                                         |                 |             |                     |            |             |            |             |            |             
|                                                                            | Cash paid for                                                                                                          |                                                  |                                                         |                 |             |                     |            |             |            |             |            |              |           
|                                                                            |                                                                                                                         | Interest                                         |                                                         | $               | 89,109,750  |                     |            | $           | 58,981,927 |             |            | $            | 6,600,373  |           
|                                                                            |                                                                                                                         | Income taxes                                     |                                                         | $               | 278,960     |                     |            | $           | 1,899,735  |             |            | $            | (1,067,163 | )         
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
    FINANCING ACTIVITIES: |                                                                                                                         |                                                  |                                                         |                 |             |                     |            |             |            |             |            |             
|                                                                            | Transfer of fixed assets from affiliates                                                                                |                                                  | $                                                       | 12,140          |             |                     | $          | 227,453     |            |             | $          |             |           

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

5



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##### 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 September 30, 2004, the
condensed consolidated statements of operations for the three
and nine months ended September 30, 2004, the period from
July 1, 2003 to August 18, 2003, the period from
formation (June 23, 2003) to September 30, 2003 and
the period from January 1, 2003 to August 18, 2003 and
the condensed consolidated statements of cash flows for the nine
months ended September 30, 2004, the period from
January 1, 2003 to August 18, 2003 and the period from
formation (June 23, 2003) to September 30, 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 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. To provide a more comparable view of the
Companys condensed consolidated financial statements, the
Company has provided its condensed consolidated financial
statements and notes for the nine months ended
September 30, 2004, along with the condensed consolidated
financial statements and notes of the Predecessor Company. 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.

6



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##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|   |                              
|-- | -----------------------------
|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 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 nine months ended September 30, 2004 and 2003
totaled $50.0 million and $44.4 million, respectively.
Listed below are the gross property, plant and equipment amounts
and the related accumulated depreciation for the periods
described.

|                                    |  |                  |         |              |  |   |         |  
|----------------------------------- |  | ---------------- | ------- | ------------ |  | - | ------- | -
|                                    |  | September 30,    |         | December 31,
|                                    |  | 2004             |         | 2003        
|                                    |  |                  |         |             
|                                    |  |                 
|                                    |  | ($ in thousands)
|Gross property, plant and equipment |  | $                | 261,349 |              |  | $ | 227,949 |  
|Accumulated depreciation            |  |                  | (71,792 | )            |  |   | (22,749 | )
|                                    |  |                  |         |              |  |   |         |  
|Property, plant and equipment, net  |  | $                | 189,557 |              |  | $ | 205,200 |  
|                                    |  |                  |         |              |  |   |         |  



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

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

|                                    |                      |                  |         |              |  |   |         |         | 
|----------------------------------- | -------------------- | ---------------- | ------- | ------------ |  | - | ------- | ------- | 
|                                    |                      | September 30,    |         | December 31,
|                                    |                      | 2004             |         | 2003        
|                                    |                      |                  |         |             
|                                    |                      |                 
|                                    |                      | ($ in thousands)
|10% Senior Notes                    |                      | $                | 900,000 |              |  | $ | 900,000 |        
|9.5% Senior Subordinated Notes, net |                      |                  | 13,537  |              |  |   | 12,851  |        
|                                    |                      |                  |         |              |  |   |         |        
|                                    | Total long-term debt |                  | $       | 913,537      |  |   | $       | 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.

As a result of acquiring $681.9 million of
the $700.0 million of senior subordinated notes for a value
totaling $470.6 million, the Predecessor Company recognized
an extraordinary gain of $131.0 million, net of tax for the
period from July 1, 2003 to August 18, 2003 and for
the period from January 1, 2003 to August 18, 2003.

7



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##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|   |                                     
|-- | ------------------------------------
|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.

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 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 | 
|                                                                     |                                                                                 |                                               |   |      

As a result of Dobson Communication paying
$474.5 million in common stock, preferred stock and cash,
and assuming the Companys liabilities totaling
$1,156.1 million, the fair market value of the assets
acquired by Dobson Communications was established at
$1,630.6 million. The value of the 44.2 million shares
of common stock was determined based on the average market price
of Dobsons common stock over the two-day period before and
after the terms of the acquisition were agreed to and announced.
The preferred stock was valued at its negotiated price.

To determine the purchase price allocation and
the resulting recognition of goodwill, Dobson Communications
analyzed all of the assets acquired. They reviewed the carrying
value of the current assets and the property, plant and
equipment and determined that the carrying value approximated
the fair market value. In their review of the Wireless licenses
and Customer lists they determined that the fair values exceeded
the prior

8



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##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

carrying values and adjusted them accordingly.
They completed the valuation of the Wireless licenses during the
fourth quarter of 2003, resulting in an increase of
$100 million to the Companys Wireless licenses. As
for the Customer lists, they reviewed the Companys
customer base and considered several factors, including the cost
of acquiring customers, the average length of contracts with
these customers and the average revenue that they could provide,
and increased the value by $65.6 million to
$80.0 million for their customer base of 699,500. Finally,
the Deferred financing costs represent the costs associated with
financing the acquisition of the Company and issuing the
Companys new 10% senior notes.

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.



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

The Company is obligated under a purchase and
license agreement with Nortel Networks Corp. to purchase
approximately $30 million of GSM/ GPRS/ EDGE related
products and services prior to June 9, 2007. If the Company
fails to achieve this commitment, the agreement provides for
liquidated damages in an amount equal to 20% of the portion of
the $30 million that remains unfulfilled. As of
September 30, 2004, $10 million of this commitment has
been fulfilled.

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.

9



---



##### Table of Contents








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

The following discussion and analysis presents
factors that 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 financial and other data set forth below
are provided on a combined basis, and 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 on a combined basis
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 combined the
actual results for the period from formation (June 23,
2003) to September 30, 2003 together with the Predecessor
Companys results of operation for the period from
January 1, 2003 to August 18, 2003, for comparison
with our results of operation for the three and nine months
ended September 30, 2004. 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. We base our
estimates on historical experiences and reasonable assumptions.
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.
Actual results may differ from estimates.

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

10



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##### Table of Contents



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 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

For comparison purposes, any reference in this
Managements Discussion and Analysis of Financial
Conditions and Results of Operations to the period ended
September 30, 2003, refers to the combined period ended
September 30, 2003. The following table summarizes our key
operating data for the periods indicated:

|                                                  |  |                    |           |                   |  |      |           |      |  |   |           |   |  |   |           |  
|------------------------------------------------- |  | ------------------ | --------- | ----------------- |  | ---- | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                                  |  |                    |           |                  
|                                                  |  | Three Months Ended |           | Nine Months Ended
|                                                  |  | September 30,      |           | September 30,    
|                                                  |  |                    |           |                  
|                                                  |  | 2004               |           | 2003              |  | 2004 |           | 2003
|                                                  |  |                    |           |                   |  |      |           |     
|Market population(1)                              |  |                    | 4,997,000 |                   |  |      | 4,997,000 |      |  |   | 4,997,000 |   |  |   | 4,997,000 |  
|Ending subscribers                                |  |                    | 719,000   |                   |  |      | 701,700   |      |  |   | 719,000   |   |  |   | 701,700   |  
|Market penetration(2)                             |  |                    | 14.4      | %                 |  |      | 14.0      | %    |  |   | 14.4      | % |  |   | 14.0      | %
|Gross subscriber additions                        |  |                    | 54,200    |                   |  |      | 51,600    |      |  |   | 146,200   |   |  |   | 145,000   |  
|Average subscribers                               |  |                    | 716,400   |                   |  |      | 699,600   |      |  |   | 712,600   |   |  |   | 695,400   |  
|Average monthly service revenue per subscriber(3) |  | $                  | 39.09     |                   |  | $    | 38.65     |      |  | $ | 37.61     |   |  | $ | 37.45     |  
|Average monthly post-paid churn(4)                |  |                    | 1.9       | %                 |  |      | 2.0       | %    |  |   | 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) | Average monthly 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 comprises three types of
subscribers; post-paid, reseller and pre-paid. At
September 30, 2004, post-paid subscribers accounted for
92.8% 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, which we refer to as
reseller, who has effectively resold our service to the end
user, which we refer to as a subscriber. We in turn bill the
reseller for the monthly usage of the subscriber. At
September 30, 2004, the reseller base accounted for 5.5% of
our total subscriber base. Our pre-paid subscribers, which at
September 30, 2004 accounted for 1.7% of our subscriber
base, are subscribers that pre-pay for an agreed upon amount of
usage.

We have experienced a decline in the growth of
our subscriber base 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 provide market
enhanced data services, such as single carrier radio
transmission technology, or 1XRTT. We recently deployed Global
System for Mobile Communication, or GSM, and General Packet
Radio Service, or GPRS, with an Enhanced Data for GSM Evolution,
or EDGE on our networks and have begun to experience improvement
in our gross subscriber additions. We expect to see our gross
subscribers additions continue to increase during the remainder
of 2004 as a result of new services that are available with GSM/
GPRS/ EDGE.

11



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##### Table of Contents



Revenue

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

We derive service revenue by providing wireless
services to our subscribers. The wireless industry has
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 fairly 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 have been
declining due to increased market pressures and competition
among wireless providers, resulting in reduced rates in our new
roaming contracts and scheduled rate reductions in our existing
roaming contracts. Our roaming yield (roaming service revenue,
which includes airtime, toll charges and surcharges, divided by
roaming minutes-of-use) was $0.14 for the three months ended
September 30, 2004, $0.20 for the three months ended
September 30, 2003, $0.15 for the nine months ended
September 30, 2004 and $0.22 for the nine months ended
September 30, 2003. Even though these 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
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 to
customers. We and other wireless providers continue to use
discounts on phone equipment and free phone promotions. 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 an increase in the number of
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.

12



---



##### Table of Contents



Our depreciation and amortization expense
represents the costs associated with the depreciation of our
fixed 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 the Three Months
Ended September 30, 2004 Compared to the Three Months Ended
September 30, 2003

The combined period ended September 30, 2003
results of operations, combine the results of operations for the
period from July 1, 2003 to August 18, 2003 (the
period prior to our acquisition by Dobson Communications) and
the results of operations for the period from formation
(June 23, 2003) to September 30, 2003 (the period
subsequent to our acquisition by Dobson Communications). For
comparison purposes, any reference in this
Managements Discussion and Analysis of Financial
Conditions and Results of Operations to the period ended
September 30, 2003, refers to the combined period ended
September 30, 2003. The following table sets forth the
components of our results of operations for the periods
indicated:

|                                        |                                                                                         |                          |        |                |         |                |         |               |        |             |        |         |        |   |         |         |         |  |        |        |      |   
|--------------------------------------- | --------------------------------------------------------------------------------------- | ------------------------ | ------ | -------------- | ------- | -------------- | ------- | ------------- | ------ | ----------- | ------ | ------- | ------ | - | ------- | ------- | ------- |  | ------ | ------ | ---- | --
|                                        |                                                                                         |                          |        |                |         | For the Period |         |               |        |            
|                                        |                                                                                         |                          |        | For the Period |         | from           |         |               |        |            
|                                        |                                                                                         |                          |        | from           |         | Formation      |         | Combined      |        |            
|                                        |                                                                                         | Three Months             |        | July 1,        |         | (June 23,      |         | Three Months  |        |            
|                                        |                                                                                         | Ended                    |        | 2003 to        |         | 2003) to       |         | Ended         |        | Percentage 
|                                        |                                                                                         | September 30,            |        | August 18,     |         | September 30,  |         | September 30, |        | Changes    
|                                        |                                                                                         | 2004                     |        | 2003           |         | 2003           |         | 2003          |        | 04 vs. 03
|                                        |                                                                                         |                          |        |                |         |                |         |               |        |            
|                                        |                                                                                         |                         
|                                        |                                                                                         | ($ in thousands)        
|Operating revenue:                      |                                                                                         |                          |        |                |         |                |         |               |        |             |        |         |        |   |         |         |         |  |        |       
|                                        | Service revenue                                                                         |                          | $      | 84,008         |         |                | $       | 42,492        |        |             | $      | 38,630  |        |   | $       | 81,122  |         |  |        | 3.6    | %   
|                                        | Roaming revenue                                                                         |                          |        | 26,526         |         |                |         | 19,989        |        |             |        | 14,539  |        |   |         | 34,528  |         |  |        | (23.2  | )%  
|                                        | Equipment and other revenue                                                             |                          |        | 3,973          |         |                |         | 2,819         |        |             |        | 1,994   |        |   |         | 4,813   |         |  |        | (17.5  | )%  
|                                        |                                                                                         |                          |        |                |         |                |         |               |        |             |        |         |        |   |         |         |         |  |        |       
|                                        |                                                                                         | Total operating revenue  |        |                | 114,507 |                |         |               | 65,300 |             |        |         | 55,163 |   |         |         | 120,463 |  |        |        | (4.9 | )%
|                                        |                                                                                         |                          |        |                |         |                |         |               |        |             |        |         |        |   |         |         |         |  |        |       
|Operating expenses:                     |                                                                                         |                          |        |                |         |                |         |               |        |             |        |         |        |   |         |         |         |  |        |       
|                                        | Cost of service (exclusive of depreciation and
    amortization shown separately below) |                          |        | 26,633         |         |                |         | 13,802        |        |             |        | 11,612  |        |   |         | 25,414  |         |  |        | 4.8    | %   
|                                        | Cost of equipment                                                                       |                          |        | 11,582         |         |                |         | 5,527         |        |             |        | 4,500   |        |   |         | 10,027  |         |  |        | 15.5   | %   
|                                        | Marketing and selling                                                                   |                          |        | 14,343         |         |                |         | 6,348         |        |             |        | 6,553   |        |   |         | 12,901  |         |  |        | 11.2   | %   
|                                        | General and administrative                                                              |                          |        | 21,933         |         |                |         | 9,488         |        |             |        | 8,872   |        |   |         | 18,360  |         |  |        | 19.5   | %   
|                                        | Depreciation and amortization                                                           |                          |        | 20,881         |         |                |         | 9,014         |        |             |        | 8,861   |        |   |         | 17,875  |         |  |        | 16.8   | %   
|                                        |                                                                                         |                          |        |                |         |                |         |               |        |             |        |         |        |   |         |         |         |  |        |       
|                                        |                                                                                         | Total operating expenses |        |                | 95,372  |                |         |               | 44,179 |             |        |         | 40,398 |   |         |         | 84,577  |  |        |        | 12.8 | % 
|                                        |                                                                                         |                          |        |                |         |                |         |               |        |             |        |         |        |   |         |         |         |  |        |       
|Operating income                        |                                                                                         |                          | 19,135 |                |         |                | 21,121  |               |        |             | 14,765 |         |        |   | 35,886  |         |         |  | (46.7  | )%    
|                                        | Interest expense                                                                        |                          |        | (23,971        | )       |                |         | (15,672       | )      |             |        | (13,849 | )      |   |         | (29,521 | )       |  |        | (18.8  | )%  
|                                        | Dividends on mandatorily redeemable preferred
    stock                                 |                          |        |               |         |                |         | (703          | )      |             |        |        |        |   |         | (703    | )       |  |        | *      |     
|                                        | Other (expense) income                                                                  |                          |        | (616           | )       |                |         | 58            |        |             |        | 142     |        |   |         | 200     |         |  |        | (408.0 | )%  
|                                        |                                                                                         |                          |        |                |         |                |         |               |        |             |        |         |        |   |         |         |         |  |        |       
|(Loss) income before income taxes       |                                                                                         |                          | (5,452 | )              |         |                | 4,804   |               |        |             | 1,058  |         |        |   | 5,862   |         |         |  | (193.0 | )%    
|                                        | Income tax benefit (expense)                                                            |                          |        | 2,072          |         |                |         | (2,162        | )      |             |        | (402    | )      |   |         | (2,564  | )       |  |        | (180.8 | )%  
|                                        |                                                                                         |                          |        |                |         |                |         |               |        |             |        |         |        |   |         |         |         |  |        |       
|(Loss) income before extraordinary item |                                                                                         |                          | (3,380 | )              |         |                | 2,642   |               |        |             | 656    |         |        |   | 3,298   |         |         |  | (202.5 | )%    
|                                        | Extraordinary gain                                                                      |                          |        |               |         |                |         | 131,009       |        |             |        |        |        |   |         | 131,009 |         |  |        | *      |     
|                                        |                                                                                         |                          |        |                |         |                |         |               |        |             |        |         |        |   |         |         |         |  |        |       
|Net (loss) income                       |                                                                                         | $                        | (3,380 | )              |         | $              | 133,651 |               |        | $           | 656    |         |        | $ | 134,307 |         |         |  | (102.5 | )%    
|                                        |                                                                                         |                          |        |                |         |                |         |               |        |             |        |         |        |   |         |         |         |  |        |       



---



|  |                              
|- | -----------------------------
|* | Calculation is not meaningful

Service revenue.For
the three months ended September 30, 2004, our service
revenue increased compared to the three months ended
September 30, 2003. The increase was primarily attributable
to increased market penetration. Our average total subscriber
base increased 2.4% to 716,400 for the three months ended
September 30, 2004, from 699,600 for the three months ended
September 30, 2003.

13



---



##### Table of Contents



Roaming revenue.For
the three months ended September 30, 2004, our roaming
revenue decreased compared to the three months ended
September 30, 2003. Our roaming revenue per minute-of-use
has decreased by 26.5% due to decreases in our contractual rates
during 2004, offset by a 4.5% increase in our roaming minutes.

Equipment and other
revenue.For the three months ended
September 30, 2004, our equipment and other revenue
decreased compared to the three months ended September 30,
2003. This decrease in equipment revenue is primarily a result
of an increase in promotions and discounts given on new phone
sales.

Cost of service.The
following table sets forth the components of our cost of service
for the periods indicated:

|              |                       |                                  |        |                  |  |        |       |            |  |   |        |        |  |  |       |        | 
|------------- | --------------------- | -------------------------------- | ------ | ---------------- |  | ------ | ----- | ---------- |  | - | ------ | ------ |  |  | ----- | ------ | 
|              |                       |                                 
|              |                       | Three Months Ended September 30,
|              |                       |                                 
|              |                       |                                  |        |                 
|              |                       | 2004                             |        | 2003            
|              |                       |                                  |        |                 
|              |                       | Amount                           |        | Percentage       |  | Amount |       | Percentage
|              |                       |                                  |        |                  |  |        |       |           
|              |                       |                                  |        |                  |  |       
|              |                       |                                  |        | ($ in thousands) |  |       
|Network costs |                       | $                                | 16,553 |                  |  |        | 62.2% |            |  | $ | 13,930 |        |  |  | 54.8% |       
|Roaming costs |                       |                                  | 10,080 |                  |  |        | 37.8% |            |  |   | 11,484 |        |  |  | 45.2% |       
|              |                       |                                  |        |                  |  |        |       |            |  |   |        |        |  |  |       |       
|              | Total cost of service |                                  | $      | 26,633           |  |        |       | 100.0%     |  |   | $      | 25,414 |  |  |       | 100.0% | 
|              |                       |                                  |        |                  |  |        |       |            |  |   |        |        |  |  |       |       

For the three months ended September 30,
2004, our network costs, which are the costs we incur in
operating our wireless network and providing service to our
customers, increased compared to the same period in 2003. This
increase was primarily due to credits received for the three
months ended September 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 September 30, 2004.

For the three months ended September 30,
2004, our roaming costs decreased compared to the same period in
2003. This decrease was the result of a 23.0% decrease in
roaming costs per minute-of-use, offset by a 14.0% increase in
the minutes used by our customers on third-party wireless
providers networks.

Cost of equipment.For the three months ended
September 30, 2004, our cost of equipment increased
compared to the same period in 2003. This increase in cost of
equipment is due to an increase in gross subscriber additions,
an increase in the average cost of handsets sold to customers,
along with an increase in the number of customers upgrading to
new rate plans and purchasing new handsets. Many of these
customers are upgrading to our new GSM rate plans.

Marketing and selling
costs.For the three months ended
September 30, 2004, our marketing and selling costs
increased compared to the three months ended September 30,
2003, due primarily to an increase in spending on advertising to
launch our new GSM rate plans and an increase in our gross
subscriber additions.

General and administrative
costs.For the three months ended
September 30, 2004, our general and administrative costs
increased compared to the three months ended September 30,
2003. This increase is a result of increased infrastructure
costs such as customer service, 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
September 30, 2004, our depreciation and amortization
expense increased compared to 2003. The increase was the result
of additional depreciation on fixed assets acquired or
constructed, primarily from our GSM network buildout, in 2003
and the first nine months of 2004.

Interest expense.For the three months ended September 30, 2004, our interest
expense decreased compared to the three months ended
September 30, 2003. This decrease primarily resulted from
the reduction of our total debt outstanding.

Extraordinary gain.For the three months ended September 30, 2003, we had a
gain from extraordinary items of $131.0 million, net of
tax. This gain resulted from acquiring $681.9 million of
the $700.0 million senior subordinated notes for a value
totaling $470.6 million.

14



---



##### Table of Contents



Net (loss) income.For the three months ended September 30, 2004, our net loss
was $3.4 million. Our net income decreased from net income
of $134.3 million for the three months ended
September 30, 2003, primarily due to the extraordinary gain
recognized during 2003.

Results of Operations for the Nine Months
Ended September 30, 2004 Compared to the Nine Months Ended
September 30, 2003

The combined period ended September 30, 2003
results of operations combine the results of operations for the
period from January 1, 2003 to August 18, 2003 (the
period prior to our acquisition by Dobson Communications) and
the results of operations for the period from formation
(June 23, 2003) to September 30, 2003 (the period
subsequent to our acquisition by Dobson Communications). For
comparison purposes, any reference in this
Managements Discussion and Analysis of Financial
Conditions and Results of Operations to the period ended
September 30, 2003 refers to the combined period ended
September 30, 2003. The following table sets forth the
components of our results of operations for the periods
indicated:

|                                        |                                                                                         |                          |         |                |         |                |         |               |         |             |        |         |        |   |         |         |         |  |        |        |      |   
|--------------------------------------- | --------------------------------------------------------------------------------------- | ------------------------ | ------- | -------------- | ------- | -------------- | ------- | ------------- | ------- | ----------- | ------ | ------- | ------ | - | ------- | ------- | ------- |  | ------ | ------ | ---- | --
|                                        |                                                                                         |                          |         |                |         | For the Period |         |               |         |            
|                                        |                                                                                         |                          |         | For the Period |         | from           |         |               |         |            
|                                        |                                                                                         |                          |         | from           |         | Formation      |         | Combined      |         |            
|                                        |                                                                                         | Nine Months              |         | January 1,     |         | (June 23,      |         | Nine Months   |         |            
|                                        |                                                                                         | Ended                    |         | 2003 to        |         | 2003) to       |         | Ended         |         | Percentage 
|                                        |                                                                                         | September 30,            |         | August 18,     |         | September 30,  |         | September 30, |         | Changes    
|                                        |                                                                                         | 2004                     |         | 2003           |         | 2003           |         | 2003          |         | 04 vs. 03
|                                        |                                                                                         |                          |         |                |         |                |         |               |         |            
|                                        |                                                                                         |                         
|                                        |                                                                                         | ($ in thousands)        
|Operating revenue:                      |                                                                                         |                          |         |                |         |                |         |               |         |             |        |         |        |   |         |         |         |  |        |       
|                                        | Service revenue                                                                         |                          | $       | 241,209        |         |                | $       | 195,787       |         |             | $      | 38,630  |        |   | $       | 234,417 |         |  |        | 2.9    | %   
|                                        | Roaming revenue                                                                         |                          |         | 66,039         |         |                |         | 82,387        |         |             |        | 14,539  |        |   |         | 96,926  |         |  |        | (31.9  | )%  
|                                        | Equipment and other revenue                                                             |                          |         | 14,062         |         |                |         | 10,552        |         |             |        | 1,994   |        |   |         | 12,546  |         |  |        | 12.1   | %   
|                                        |                                                                                         |                          |         |                |         |                |         |               |         |             |        |         |        |   |         |         |         |  |        |       
|                                        |                                                                                         | Total operating revenue  |         |                | 321,310 |                |         |               | 288,726 |             |        |         | 55,163 |   |         |         | 343,889 |  |        |        | (6.6 | )%
|                                        |                                                                                         |                          |         |                |         |                |         |               |         |             |        |         |        |   |         |         |         |  |        |       
|Operating expenses:                     |                                                                                         |                          |         |                |         |                |         |               |         |             |        |         |        |   |         |         |         |  |        |       
|                                        | Cost of service (exclusive of depreciation and
    amortization shown separately below) |                          |         | 72,392         |         |                |         | 62,225        |         |             |        | 11,612  |        |   |         | 73,837  |         |  |        | (2.0   | )%  
|                                        | Cost of equipment                                                                       |                          |         | 34,534         |         |                |         | 23,618        |         |             |        | 4,500   |        |   |         | 28,118  |         |  |        | 22.8   | %   
|                                        | Marketing and selling                                                                   |                          |         | 42,806         |         |                |         | 31,180        |         |             |        | 6,553   |        |   |         | 37,733  |         |  |        | 13.4   | %   
|                                        | General and administrative                                                              |                          |         | 65,665         |         |                |         | 44,435        |         |             |        | 8,872   |        |   |         | 53,307  |         |  |        | 23.2   | %   
|                                        | Depreciation and amortization                                                           |                          |         | 62,031         |         |                |         | 43,591        |         |             |        | 8,861   |        |   |         | 52,452  |         |  |        | 18.3   | %   
|                                        |                                                                                         |                          |         |                |         |                |         |               |         |             |        |         |        |   |         |         |         |  |        |       
|                                        |                                                                                         | Total operating expenses |         |                | 277,428 |                |         |               | 205,049 |             |        |         | 40,398 |   |         |         | 245,447 |  |        |        | 13.0 | % 
|                                        |                                                                                         |                          |         |                |         |                |         |               |         |             |        |         |        |   |         |         |         |  |        |       
|Operating income                        |                                                                                         |                          | 43,882  |                |         |                | 83,677  |               |         |             | 14,765 |         |        |   | 98,442  |         |         |  | (55.4  | )%    
|                                        | Interest expense                                                                        |                          |         | (71,339        | )       |                |         | (78,136       | )       |             |        | (13,849 | )      |   |         | (91,985 | )       |  |        | (22.4  | )%  
|                                        | Dividends on mandatorily redeemable preferred
    stock                                 |                          |         |               |         |                |         | (703          | )       |             |        |        |        |   |         | (703    | )       |  |        | *      |     
|                                        | Other (expense) income                                                                  |                          |         | (1,969         | )       |                |         | (538          | )       |             |        | 142     |        |   |         | (396    | )       |  |        | 397.2  | %   
|                                        |                                                                                         |                          |         |                |         |                |         |               |         |             |        |         |        |   |         |         |         |  |        |       
|(Loss) income before income taxes       |                                                                                         |                          | (29,426 | )              |         |                | 4,300   |               |         |             | 1,058  |         |        |   | 5,358   |         |         |  | (649.2 | )%    
|                                        | Income tax benefit (expense)                                                            |                          |         | 11,182         |         |                |         | (1,961        | )       |             |        | (402    | )      |   |         | (2,363  | )       |  |        | (573.2 | )%  
|                                        |                                                                                         |                          |         |                |         |                |         |               |         |             |        |         |        |   |         |         |         |  |        |       
|(Loss) income before extraordinary item |                                                                                         |                          | (18,244 | )              |         |                | 2,339   |               |         |             | 656    |         |        |   | 2,995   |         |         |  | (709.1 | )%    
|                                        | Extraordinary gain                                                                      |                          |         |               |         |                |         | 131,009       |         |             |        |        |        |   |         | 131,009 |         |  |        | *      |     
|                                        |                                                                                         |                          |         |                |         |                |         |               |         |             |        |         |        |   |         |         |         |  |        |       
|Net (loss) income                       |                                                                                         | $                        | (18,244 | )              |         | $              | 133,348 |               |         | $           | 656    |         |        | $ | 134,004 |         |         |  | (113.6 | )%    
|                                        |                                                                                         |                          |         |                |         |                |         |               |         |             |        |         |        |   |         |         |         |  |        |       



---



|  |                              
|- | -----------------------------
|* | Calculation is not meaningful

Service revenue.For
the nine months ended September 30, 2004, our service
revenue increased compared to the nine months ended
September 30, 2003. The increase was primarily attributable
to increased

15



---



##### Table of Contents



market penetration. Our average total subscriber
base increased 2.5% to 712,600 for the nine months ended
September 30, 2004 from 695,400 for the nine months ended
September 30, 2003.


Roaming revenue.For
the nine months ended September 30, 2004, our roaming
revenue decreased compared to the nine months ended
September 30, 2003. Our roaming revenue per minute-of-use
has decreased by 32.3% due to decreases in our contractual rates
during 2004, offset by a 0.6% increase our roaming minutes.

Equipment and other
revenue.For the nine months ended
September 30, 2004, our equipment and other revenue
increased compared to the nine months ended September 30,
2003. This increase in equipment revenue is primarily a result
of an increase in gross subscriber additions and increased
purchases of new handsets due to an increase in the number of
customers upgrading to new rate plans. Many of these customers
are upgrading to our new GSM rate plans.

Cost of service.The
following table sets forth the components of our cost of service
for the periods indicated:

|              |                       |                                 |        |                  |  |        |       |            |  |   |        |        |  |  |       |        | 
|------------- | --------------------- | ------------------------------- | ------ | ---------------- |  | ------ | ----- | ---------- |  | - | ------ | ------ |  |  | ----- | ------ | 
|              |                       |                                
|              |                       | Nine Months Ended September 30,
|              |                       |                                
|              |                       |                                 |        |                 
|              |                       | 2004                            |        | 2003            
|              |                       |                                 |        |                 
|              |                       | Amount                          |        | Percentage       |  | Amount |       | Percentage
|              |                       |                                 |        |                  |  |        |       |           
|              |                       |                                 |        |                  |  |       
|              |                       |                                 |        | ($ in thousands) |  |       
|Network costs |                       | $                               | 45,618 |                  |  |        | 63.0% |            |  | $ | 40,507 |        |  |  | 54.9% |       
|Roaming costs |                       |                                 | 26,774 |                  |  |        | 37.0% |            |  |   | 33,330 |        |  |  | 45.1% |       
|              |                       |                                 |        |                  |  |        |       |            |  |   |        |        |  |  |       |       
|              | Total cost of service |                                 | $      | 72,392           |  |        |       | 100.0%     |  |   | $      | 73,837 |  |  |       | 100.0% | 
|              |                       |                                 |        |                  |  |        |       |            |  |   |        |        |  |  |       |       

For the nine months ended September 30,
2004, our network costs, which are the costs we incurred in
operating our wireless network and providing service to our
customers, increased compared to the same period in 2003. This
increase was primarily due to credits received for the nine
months ended September 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 nine months
ended September 30, 2004.

For the nine months ended September 30,
2004, our roaming costs decreased compared to the same period in
2003. This decrease was the result of a 25.0% decrease in
roaming costs per minute-of-use, offset by a 7.1% increase in
the minutes used by our customers on third-party wireless
providers networks.

Cost of equipment.For the nine months ended September 30, 2004, our cost of
equipment increased compared to the same period in 2003. This
increase in cost of equipment is due to an increase in gross
subscriber additions, an increase in the average cost of
handsets sold to customers, along with an increase in the number
of customers upgrading to new rate plans and purchasing new
handsets. Many of these customers are upgrading to our new GSM
rate plans.

Marketing and selling
costs.For the nine months ended
September 30, 2004, our marketing and selling costs
increased compared to the nine months ended September 30,
2003, due primarily to an increase in spending on advertising to
launch our new GSM rate plans and as a result of an increase in
gross subscriber additions.

General and administrative
costs.For the nine months ended
September 30, 2004, our general and administrative costs
increased compared to the nine months ended September 30,
2003. This increase is a result of increased infrastructure
costs such as customer service, bad debt, business taxes and
administrative costs as a result of the overall growth of our
business.

Depreciation and amortization
expense.For the nine months ended
September 30, 2004, our depreciation and amortization
expense increased from 2003. The increase was the result of
additional depreciation on fixed assets acquired or constructed,
primarily from our GSM network buildout, in 2003 and the first
nine months of 2004.

16



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##### Table of Contents



Interest expense.For the nine months ended September 30, 2004, our interest
expense decreased compared to the nine months ended
September 30, 2003. This decrease primarily resulted from
the reduction of our total debt outstanding.

Extraordinary gain.For the nine months ended September 30, 2003, we had a gain
from extraordinary items of $131.0 million, net of tax.
This gain resulted from acquiring $681.9 million of the
$700.0 million senior subordinated notes for a value
totaling $470.6 million.

Net (loss) income.For the nine months ended September 30, 2004, our net loss
was $18.2 million. Our net income decreased from net income
of $134.0 million for the nine months ended
September 30, 2003, primarily due to the extraordinary gain
recognized during 2003.

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.



| |              
| | -------------
| | Net Cash Flow

At September 30, 2004, we had negative
working capital of $2.4 million, a ratio of current assets
to current liabilities of 1:1 and an unrestricted cash balance
of $7.2 million, which compares to negative working capital
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 $8.8 million for the nine months ended
September 30, 2004 compared to $74.8 million for the
nine months ended September 30, 2003. The decrease was
primarily due to a $21.2 million decrease in our income
from continuing operations and changes in our current assets and
liabilities, which required more net cash payments in 2004 than
in 2003. For additional analysis of the changes impacting net
income from continuing operations see Results of
Operations for the Nine Months Ended September 30, 2004
Compared to the Nine Months Ended September 30, 2003.
We expect that future improvements in cash provided by operating
activities will primarily be driven by improvements in net
income from continuing operations.

Our net cash used in investing activities totaled
$29.1 million for the nine months ended September 30,
2004 compared to $23.6 million for the nine months ended
September 30, 2003. This increase in cash used investing
activities is related primarily to the cash acquired from the
acquisition of American Cellular during 2003. Capital
expenditures were $34.5 million for the nine months ended
September 30, 2004 compared to $62.3 million for the
nine months ended September 30, 2003.

17



---



##### Table of Contents



Our net cash used in financing activities was
$0.1 million for the nine months ended September 30,
2004 compared to net cash provided by financing activities of
$18.4 million for the nine months ended September 30,
2003. This decrease is primarily due to the proceeds from
long-term debt totaling $900.0 million and the maturities
of restricted investments totaling $33.3 million for the
nine months ended September 30, 2003, offset by deferred
financing costs and repayments of long-term debt for the nine
months September 30, 2003.



| |                  
| | -----------------
| | Capital Resources

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 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.



| |                                         
| | ----------------------------------------
| | Capital Expenditures and
    Commitments

Our capital expenditures were $34.5 million
for the nine months ended September 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 nine months 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

18



---



##### Table of Contents



rate at which we expand and develop our wireless
systems, new regulatory requirements, and whether we consummate
additional acquisitions.


We are obligated under a purchase and license
agreement with Nortel Networks Corp. to purchase approximately
$30 million of GSM/ GPRS/ EDGE related products and
services prior to June 9, 2007. If we fail to achieve this
commitment, the agreement provides for liquidated damages in an
amount equal to 20% of the portion of the $30 million that
remains unfulfilled. As of September 30, 2004,
$10 million of this commitment has been fulfilled.



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

We have not had a material change, except for the
agreement with Nortel as stated above, 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.



| |                                   
| | ----------------------------------
| | 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.

Forward-Looking Statements

The description of our plans and expectations set
forth herein, including planned capital expenditures and
acquisitions and expectations regarding gross subscriber
additions, average monthly revenue per subscriber, and our
liquidity, are forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These plans and expectations 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 and expectations
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 September 30, 2004, we were not
involved with any derivatives or other financial instruments.

At September 30, 2004, we had long-term debt
outstanding of $913.5 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

19



---



##### Table of Contents



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 over financial
reporting during the quarter ended September 30, 2004, that
has materially affected, or is reasonable likely to materially
affect, our internal control over financial reporting.


20



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##### 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. | Unregistered Sales of Equity Securities and
    Use of Proceeds

Not applicable






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

Not applicable






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

Not applicable






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

Not applicable






|        |         
|------- | --------
|Item 6. | 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] | 
|        | 10.1.2* |             |  | Amendment No. 2 to Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation dated June 9, 2004                                                            |  |  | (8)         | 
|        | 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]  | 

21



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##### 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.                                                                                                                                                                                              

22



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##### 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: November 9, 2004

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

Date: November 9, 2004

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

23



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##### 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] | 
|        | 10.1.2* |             |  | Amendment No. 2 to Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation dated June 9, 2004                                                                          |  |  | (8)         | 
|        | 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)         | 



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##### Table of Contents



|        |      |             |  |                                                                            |  |  |     | 
|------- | ---- | ----------- |  | -------------------------------------------------------------------------- |  |  | --- | 
|Exhibit |      |             |  | Method of                                                                 
|Numbers |      | Description |  | Filing                                                                    
|        |      |             |  |                                                                           
|        | 32.1 |             |  | Section 1350 Certification by our Chairman
    and Chief Executive Officer |  |  | (8) | 
|        | 32.2 |             |  | Section 1350 Certification by our Chief
    Financial Officer              |  |  | (8) | 



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| |   |                                                                              
| | - | -----------------------------------------------------------------------------
| | * | 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.