##### 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 March 31,
    2003                                           
| 
| 
|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. 333-59322 and
333-63454



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

(405) 529-8500

(Registrants telephone number, including
area code)




---

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.     Yes o          No þ

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

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

As of May 9, 2003, there were
100 shares of registrants $.01 par value Class A
common stock outstanding, which are owned of record by ACC
Acquisition LLC, which is equally and beneficially owned by
Dobson Communications Corporation and AT&T Wireless.



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TABLE OF CONTENTS



|                                               |                                                                                               |  |  |  |  |  |  | 
|---------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I.                                       
|                                               | Item 1. Financial Statements                                                                 
|AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES
|                                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                               | Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION                    
|                                               | Item 1. Legal Proceedings                                                                    
|                                               | Item 2. Changes in Securities and Use of Proceeds                                            
|                                               | Item 3. Defaults Upon Senior Securities                                                      
|                                               | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                               | Item 5. Other Information                                                                    
|                                               | Item 6. Exhibits and Reports on Form 8K                                                      
|SIGNATURES                                    
|INDEX TO EXHIBITS                             



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##### Table of Contents



AMERICAN CELLULAR CORPORATION

INDEX TO FORM 10-Q

|                      |   |  |  |                                                                                                             |  |  |    | 
|--------------------- | - |  |  | ----------------------------------------------------------------------------------------------------------- |  |  | -- | 
|Item                  |   |  |  |                                                                                                            
|Number                |   |  |  | Page                                                                                                       
|                      |   |  |  |                                                                                                            
|PART I.              
|FINANCIAL INFORMATION
|                      | 1 |  |  | Condensed Consolidated Financial Statements:                                                                |  |  |    | 
|                      |   |  |  | Condensed Consolidated Balance Sheets as of
    March 31, 2003 and December 31, 2002                        |  |  | 2  | 
|                      |   |  |  | Condensed Consolidated Statements of Operations
    for the Three Months Ended
    March 31, 2003 and 2002  |  |  | 3  | 
|                      |   |  |  | Condensed Consolidated Statement of
    Stockholders Deficit for the Three Months Ended
    March 31, 2003 |  |  | 4  | 
|                      |   |  |  | Condensed Consolidated Statements of Cash Flows
    for the Three Months Ended March 31, 2003 and 2002      |  |  | 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                                                                                           |  |  | 20 | 
|                      | 2 |  |  | Changes in Securities and Use of Proceeds                                                                   |  |  | 20 | 
|                      | 3 |  |  | Defaults Upon Senior Securities                                                                             |  |  | 20 | 
|                      | 4 |  |  | Submission of Matters to a Vote of Security
    Holders                                                     |  |  | 20 | 
|                      | 5 |  |  | Other Information                                                                                           |  |  | 20 | 
|                      | 6 |  |  | Exhibits and Reports on Form 8-K                                                                            |  |  | 20 | 

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

|                                          |                                                                                  |                             |                                             |                |               |               |             |                |               |               | 
|----------------------------------------- | -------------------------------------------------------------------------------- | --------------------------- | ------------------------------------------- | -------------- | ------------- | ------------- | ----------- | -------------- | ------------- | ------------- | 
|                                          |                                                                                  | March 31,                   |                                             | December 31,  
|                                          |                                                                                  | 2003                        |                                             | 2002          
|                                          |                                                                                  |                             |                                             |               
|                                          |                                                                                  | (Unaudited)                 |                                             |               
|ASSETS                                   
|CURRENT ASSETS:                           |                                                                                  |                             |                                             |                |               |               |             |               
|                                          | Cash and cash equivalents                                                        |                             | $                                           | 14,548,425     |               |               | $           | 15,865,547     |              
|                                          | Accounts receivable, net                                                         |                             |                                             | 35,009,677     |               |               |             | 38,545,920     |              
|                                          | Restricted cash and investments                                                  |                             |                                             | 38,518,414     |               |               |             | 38,206,378     |              
|                                          | Inventory                                                                        |                             |                                             | 2,997,563      |               |               |             | 4,327,769      |              
|                                          | Prepaid expenses and other                                                       |                             |                                             | 3,691,461      |               |               |             | 3,578,796      |              
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|                                          |                                                                                  | Total current assets        |                                             |                | 94,765,540    |               |             |                | 100,524,410   |              
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|PROPERTY, PLANT AND EQUIPMENT             |                                                                                  |                             | 184,770,546                                 |                |               |               | 185,935,029 |               
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|OTHER ASSETS:                             |                                                                                  |                             |                                             |                |               |               |             |               
|                                          | Receivables  affiliates                                                         |                             |                                             | 874,796        |               |               |             | 1,278,034      |              
|                                          | Restricted investments                                                           |                             |                                             |               |               |               |             | 4,122,232      |              
|                                          | Wireless license acquisition costs                                               |                             |                                             | 569,168,796    |               |               |             | 569,168,796    |              
|                                          | Goodwill, net                                                                    |                             |                                             | 285,107,091    |               |               |             | 285,107,091    |              
|                                          | Deferred financing costs and other, net                                          |                             |                                             | 39,435,305     |               |               |             | 41,007,037     |              
|                                          | Customer list, net                                                               |                             |                                             | 18,128,626     |               |               |             | 20,562,127     |              
|                                          | Other non-current assets                                                         |                             |                                             | 563,498        |               |               |             | 539,264        |              
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|                                          |                                                                                  | Total other assets          |                                             |                | 913,278,112   |               |             |                | 921,784,581   |              
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|                                          |                                                                                  |                             | Total assets                                |                | $             | 1,192,814,198 |             |                | $             | 1,208,244,020 | 
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|                                         
|LIABILITIES AND STOCKHOLDERS
    DEFICIT
|CURRENT LIABILITIES:                      |                                                                                  |                             |                                             |                |               |               |             |               
|                                          | Accounts payable                                                                 |                             | $                                           | 22,909,557     |               |               | $           | 35,865,934     |              
|                                          | Accrued expenses                                                                 |                             |                                             | 948,132        |               |               |             | 1,140,021      |              
|                                          | Accrued interest payable                                                         |                             |                                             | 31,037,048     |               |               |             | 14,499,071     |              
|                                          | Accrued dividends payable                                                        |                             |                                             | 8,053,943      |               |               |             | 6,799,945      |              
|                                          | Deferred revenue and customer deposits                                           |                             |                                             | 10,937,061     |               |               |             | 11,014,222     |              
|                                          | Current portion of long-term debt                                                |                             |                                             | 1,573,956,198  |               |               |             | 1,588,509,275  |              
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|                                          |                                                                                  | Total current liabilities   |                                             |                | 1,647,841,939 |               |             |                | 1,657,828,468 |              
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|OTHER LIABILITIES:                        |                                                                                  |                             |                                             |                |               |               |             |               
|                                          | Deferred tax liabilities                                                         |                             |                                             | 41,907,710     |               |               |             | 43,690,897     |              
|                                          | Commitments (Note 4)                                                             |                             |                                             |                |               |               |             |                |              
|                                          | Series A preferred stock                                                         |                             |                                             | 35,000,000     |               |               |             | 35,000,000     |              
|STOCKHOLDERS DEFICIT:                    |                                                                                  |                             |                                             |                |               |               |             |               
|                                          | Class A Common Stock, $.01 par value, 3,000
    shares authorized and 100 issued |                             |                                             | 1              |               |               |             | 1              |              
|                                          | Paid-in capital                                                                  |                             |                                             | 797,827,564    |               |               |             | 797,827,564    |              
|                                          | Retained deficit                                                                 |                             |                                             | (1,329,763,016 | )             |               |             | (1,326,102,910 | )            
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|                                          |                                                                                  | Total stockholders deficit |                                             |                | (531,935,451  | )             |             |                | (528,275,345  | )            
|                                          |                                                                                  |                             |                                             |                |               |               |             |               
|                                          |                                                                                  |                             | Total liabilities and stockholders deficit |                | $             | 1,192,814,198 |             |                | $             | 1,208,244,020 | 
|                                          |                                                                                  |                             |                                             |                |               |               |             |               

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 Three Months Ended
|                                                                      |                                                                                                                 | March 31,                 
|                                                                      |                                                                                                                 |                           
|                                                                      |                                                                                                                 | 2003                       |            | 2002       
|                                                                      |                                                                                                                 |                            |            |            
|                                                                      |                                                                                                                 |                           
|                                                                      |                                                                                                                 | (Unaudited)               
|OPERATING REVENUE:                                                    |                                                                                                                 |                            |            |             |             |   |              |             
|                                                                      | Service revenue                                                                                                 |                            | $          | 75,175,890  |             |   | $            | 70,186,614   |           
|                                                                      | Roaming revenue                                                                                                 |                            |            | 27,679,746  |             |   |              | 26,593,463   |           
|                                                                      | Equipment and other revenue                                                                                     |                            |            | 3,634,082   |             |   |              | 3,102,707    |           
|                                                                      |                                                                                                                 |                            |            |             |             |   |              |             
|                                                                      |                                                                                                                 | Total operating revenue    |            |             | 106,489,718 |   |              |              | 99,882,784 | 
|                                                                      |                                                                                                                 |                            |            |             |             |   |              |             
|OPERATING EXPENSES:                                                   |                                                                                                                 |                            |            |             |             |   |              |             
|                                                                      | Cost of service (exclusive of items shown
    separately below)                                                 |                            |            | 23,569,557  |             |   |              | 27,374,418   |           
|                                                                      | Cost of equipment                                                                                               |                            |            | 8,908,568   |             |   |              | 7,445,819    |           
|                                                                      | Marketing and selling                                                                                           |                            |            | 12,390,818  |             |   |              | 13,574,378   |           
|                                                                      | General and administrative                                                                                      |                            |            | 17,693,980  |             |   |              | 16,681,680   |           
|                                                                      | Depreciation and amortization                                                                                   |                            |            | 17,003,573  |             |   |              | 15,982,039   |           
|                                                                      |                                                                                                                 |                            |            |             |             |   |              |             
|                                                                      |                                                                                                                 | Total operating expenses   |            |             | 79,566,496  |   |              |              | 81,058,334 | 
|                                                                      |                                                                                                                 |                            |            |             |             |   |              |             
|OPERATING INCOME                                                      |                                                                                                                 |                            | 26,923,222 |             |             |   | 18,824,450   |             
|OTHER INCOME (EXPENSE):                                               |                                                                                                                 |                            |            |             |             |   |              |             
|                                                                      | Interest expense                                                                                                |                            |            | (31,254,148 | )           |   |              | (40,540,745  | )         
|                                                                      | Other income (expense), net                                                                                     |                            |            | 320,867     |             |   |              | (502,389     | )         
|                                                                      |                                                                                                                 |                            |            |             |             |   |              |             
|LOSS BEFORE INCOME TAXES AND DISCONTINUED
    OPERATIONS              |                                                                                                                 |                            | (4,010,059 | )           |             |   | (22,218,684  | )           
|                                                                      | Income tax benefit                                                                                              |                            |            | 1,603,951   |             |   |              | 8,887,474    |           
|                                                                      |                                                                                                                 |                            |            |             |             |   |              |             
|LOSS FROM CONTINUING OPERATIONS                                       |                                                                                                                 |                            | (2,406,108 | )           |             |   | (13,331,210  | )           
|DISCONTINUED OPERATIONS: (Note 2)                                     |                                                                                                                 |                            |            |             |             |   |              |             
|                                                                      | Loss from discontinued operations, net of income
    tax benefit of $435,838                                    |                            |            |            |             |   |              | (653,909     | )         
|                                                                      | Gain from sale of discontinued operations, net of
    income tax expense of $50,282,976                         |                            |            |            |             |   |              | 13,472,110   |           
|                                                                      |                                                                                                                 |                            |            |             |             |   |              |             
|LOSS BEFORE CUMULATIVE EFFECT OF CHANGE IN
    ACCOUNTING             |                                                                                                                 |                            |            |             |             |   |              |             
|                                                                      | PRINCIPLE                                                                                                       |                            |            | (2,406,108  | )           |   |              | (513,009     | )         
|                                                                      | Cumulative effect of change in accounting
    principle, net of income tax benefit of $187,760,000
    (Note 6) |                            |            |            |             |   |              | (281,640,000 | )         
|                                                                      |                                                                                                                 |                            |            |             |             |   |              |             
|NET LOSS                                                              |                                                                                                                 |                            | (2,406,108 | )           |             |   | (282,153,009 | )           
|DIVIDENDS ON PREFERRED STOCK                                          |                                                                                                                 |                            | (1,253,998 | )           |             |   | (1,114,161   | )           
|                                                                      |                                                                                                                 |                            |            |             |             |   |              |             
|NET LOSS APPLICABLE TO COMMON STOCKHOLDER                             |                                                                                                                 | $                          | (3,660,106 | )           |             | $ | (283,267,170 | )           
|                                                                      |                                                                                                                 |                            |            |             |             |   |              |             
|BASIC NET LOSS APPLICABLE TO COMMON STOCKHOLDER
    PER COMMON SHARE: |                                                                                                                 |                            |            |             |             |   |              |             
|                                                                      | Continuing operations                                                                                           |                            |            | (24,061     | )           |   |              | (133,312     | )         
|                                                                      | Discontinued operations                                                                                         |                            |            |            |             |   |              | 128,182      |           
|                                                                      | Cumulative effect of change in accounting
    principle                                                         |                            |            |            |             |   |              | (2,816,400   | )         
|                                                                      | Dividends on preferred stock                                                                                    |                            |            | (12,540     | )           |   |              | (11,142      | )         
|                                                                      |                                                                                                                 |                            |            |             |             |   |              |             
|BASIC NET LOSS APPLICABLE TO COMMON STOCKHOLDER
    PER COMMON SHARE  |                                                                                                                 | $                          | (36,601    | )           |             | $ | (2,832,672   | )           
|                                                                      |                                                                                                                 |                            |            |             |             |   |              |             
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                      |                                                                                                                 |                            | 100        |             |             |   | 100          |             
|                                                                      |                                                                                                                 |                            |            |             |             |   |              |             

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
STOCKHOLDERS DEFICIT

|                          |  |         |     |             |  |          |   |               |  |   |             |  |  |   |                |   |  |   |              |  
|------------------------- |  | ------- | --- | ----------- |  | -------- | - | ------------- |  | - | ----------- |  |  | - | -------------- | - |  | - | ------------ | -
|                          |  |         |     |             |  |          |   |              
|                          |  | Class A |     |             |  |          |   | Total        
|                          |  | Common  |     | Paid in     |  | Retained |   | Stockholders
|                          |  | Stock   |     | Capital     |  | Deficit  |   | Deficit      
|                          |  |         |     |             |  |          |   |              
|                          |  |         |     |             |  |         
|                          |  |         |     | (Unaudited) |  |         
|DECEMBER 31, 2002         |  |         | 100 |             |  | $        | 1 |               |  | $ | 797,827,564 |  |  | $ | (1,326,102,910 | ) |  | $ | (528,275,345 | )
|Net loss                  |  |         |    |             |  |          |  |               |  |   |            |  |  |   | (2,406,108     | ) |  |   | (2,406,108   | )
|Preferred stock dividends |  |         |    |             |  |          |  |               |  |   |            |  |  |   | (1,253,998     | ) |  |   | (1,253,998   | )
|                          |  |         |     |             |  |          |   |               |  |   |             |  |  |   |                |   |  |   |              |  
|MARCH 31, 2003            |  |         | 100 |             |  | $        | 1 |               |  | $ | 797,827,564 |  |  | $ | (1,329,763,016 | ) |  | $ | (531,935,451 | )
|                          |  |         |     |             |  |          |   |               |  |   |             |  |  |   |                |   |  |   |              |  

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 Three Months Ended                                      
|                                                   |                                                                                                                     |                                                                 
|                                                   |                                                                                                                     | March 31,                                                        |                                                         | March 31,  
|                                                   |                                                                                                                     | 2003                                                             |                                                         | 2002       
|                                                   |                                                                                                                     |                                                                  |                                                         |            
|                                                   |                                                                                                                     |                                                                 
|                                                   |                                                                                                                     | (Unaudited)                                                     
|CASH FLOWS FROM OPERATING ACTIVITIES:              |                                                                                                                     |                                                                  |                                                         |             |             |             |            |             
|                                                   | Net loss from continuing operations                                                                                 |                                                                  | $                                                       | (2,406,108  | )           |             | $          | (13,331,210  | )         
|                                                   | Adjustments to reconcile net loss from continuing
    operations to net cash provided by operating
    activities  |                                                                  |                                                         |             |             |             |            |              |           
|                                                   |                                                                                                                     | Depreciation and amortization                                    |                                                         |             | 17,003,573  |             |            |              | 15,982,039 |             
|                                                   |                                                                                                                     | Amortization of bond premium and financing costs                 |                                                         |             | 1,571,806   |             |            |              | 1,351,193  |             
|                                                   |                                                                                                                     | Deferred income taxes                                            |                                                         |             | (1,783,187  | )           |            |              | (3,498,914 | )           
|                                                   |                                                                                                                     | Cash used in operating activities of discontinued
    operations |                                                         |             |            |             |            |              | (7,175,022 | )           
|                                                   |                                                                                                                     | Loss on ineffective hedge transaction                            |                                                         |             |            |             |            |              | 1,072,919  |             
|                                                   | Changes in current assets and
    liabilities                                                                      |                                                                  |                                                         |             |             |             |            |              |           
|                                                   |                                                                                                                     | Accounts receivable                                              |                                                         |             | 3,536,243   |             |            |              | 7,042,227  |             
|                                                   |                                                                                                                     | Inventory                                                        |                                                         |             | 1,330,206   |             |            |              | 168,724    |             
|                                                   |                                                                                                                     | Prepaid expenses and other                                       |                                                         |             | (427,754    | )           |            |              | (1,190,188 | )           
|                                                   |                                                                                                                     | Accounts payable                                                 |                                                         |             | (12,956,377 | )           |            |              | 15,807,124 |             
|                                                   |                                                                                                                     | Accrued expenses                                                 |                                                         |             | 16,346,088  |             |            |              | 12,752,975 |             
|                                                   |                                                                                                                     | Deferred revenue and customer deposits                           |                                                         |             | (77,161     | )           |            |              | (513,433   | )           
|                                                   |                                                                                                                     |                                                                  |                                                         |             |             |             |            |             
|                                                   |                                                                                                                     |                                                                  | Net cash provided by operating activities               |             |             | 22,137,329  |            |              |            | 28,468,434   |  
|                                                   |                                                                                                                     |                                                                  |                                                         |             |             |             |            |             
|CASH FLOWS FROM INVESTING ACTIVITIES:              |                                                                                                                     |                                                                  |                                                         |             |             |             |            |             
|                                                   | Capital expenditures                                                                                                |                                                                  |                                                         | (13,182,227 | )           |             |            | (13,214,939  | )         
|                                                   | Decrease in receivable  affiliates                                                                                 |                                                                  |                                                         | 175,785     |             |             |            |             |           
|                                                   | Net proceeds from sale of discontinued operations                                                                   |                                                                  |                                                         |            |             |             |            | 194,452,561  |           
|                                                   | Refund of funds held in escrow for contingencies
    on sold assets                                                 |                                                                  |                                                         | 4,126,876   |             |             |            |             |           
|                                                   | Other investing activities                                                                                          |                                                                  |                                                         | (21,807     | )           |             |            | 950,967      |           
|                                                   |                                                                                                                     |                                                                  |                                                         |             |             |             |            |             
|                                                   |                                                                                                                     |                                                                  | Net cash (used in) provided by investing
    activities |             |             | (8,901,373  | )          |              |            | 182,188,589  |  
|                                                   |                                                                                                                     |                                                                  |                                                         |             |             |             |            |             
|CASH FLOWS FROM FINANCING ACTIVITIES:              |                                                                                                                     |                                                                  |                                                         |             |             |             |            |             
|                                                   | Proceeds from long-term debt                                                                                        |                                                                  |                                                         |            |             |             |            | 87,000,000   |           
|                                                   | Repayments of long-term debt                                                                                        |                                                                  |                                                         | (14,721,071 | )           |             |            | (299,297,699 | )         
|                                                   | Other financing activities                                                                                          |                                                                  |                                                         | 167,993     |             |             |            | (288,879     | )         
|                                                   |                                                                                                                     |                                                                  |                                                         |             |             |             |            |             
|                                                   |                                                                                                                     |                                                                  | Net cash used in financing activities                   |             |             | (14,553,078 | )          |              |            | (212,586,578 | )
|                                                   |                                                                                                                     |                                                                  |                                                         |             |             |             |            |             
|NET DECREASE IN CASH AND CASH EQUIVALENTS          |                                                                                                                     |                                                                  | (1,317,122                                              | )           |             |             | (1,929,555 | )           
|CASH AND CASH EQUIVALENTS, beginning of period     |                                                                                                                     |                                                                  | 15,865,547                                              |             |             |             | 5,962,148  |             
|                                                   |                                                                                                                     |                                                                  |                                                         |             |             |             |            |             
|CASH AND CASH EQUIVALENTS, end of period           |                                                                                                                     | $                                                                | 14,548,425                                              |             |             | $           | 4,032,593  |             
|                                                   |                                                                                                                     |                                                                  |                                                         |             |             |             |            |             
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |                                                                                                                     |                                                                  |                                                         |             |             |             |            |             
|                                                   | Cash paid for                                                                                                      |                                                                  |                                                         |             |             |             |            |              |           
|                                                   |                                                                                                                     | Interest, net of amounts capitalized                             |                                                         | $           | 12,976,462  |             |            | $            | 28,079,845 |             
|                                                   |                                                                                                                     | Income taxes                                                     |                                                         | $           | 2,350,735   |             |            | $            | 1,161,862  |             
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING      |                                                                                                                     |                                                                  |                                                         |             |             |             |            |             
|AND FINANCING ACTIVITIES:                          |                                                                                                                     |                                                                  |                                                         |             |             |             |            |             
|                                                   | Transfer of fixed assets from affiliates                                                                            |                                                                  | $                                                       | 227,453     |             |             |            |             |           

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

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##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(Unaudited)


The condensed consolidated balance sheets of
American Cellular Corporation, or ACC, and subsidiaries
(collectively with ACC, the Company) as of
March 31, 2003, the condensed consolidated statement of
operations for the three months ended March 31, 2003 and
2002, the condensed consolidated statement of stockholders
deficit for the three months ended March 31, 2003 and the
condensed consolidated statements of cash flows for the three
months ended March 31, 2003 and 2002 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 data at
December 31, 2002 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, 2002 consolidated financial
statements included in the Companys Form 10-K for the
fiscal year ended December 31, 2002.

1.     Organization

American Cellular Corporation was originally
formed on February 26, 1998, to acquire the operations of
PriCellular Corporation. On February 25, 2000, the Company
was acquired by ACC Acquisition LLC (the Joint
Venture), an equally owned joint venture between Dobson
Communications and AT&T Wireless. The acquisition costs as
of February 25, 2000 were pushed down to the Company, thus
creating a new basis in the assets and liabilities of the
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.

The Company operates in one business segment
pursuant to Statement of Financial Accounting Standards, or
SFAS, No. 131, Disclosures about Segments of an
Enterprise and Related Information.

2.     Discontinued
Operations

On February 8, 2002, the Company completed
the sale of Tennessee 4 RSA to Verizon Wireless for a total
purchase price of $202.0 million. Proceeds from this
transaction were primarily used to pay down bank debt. Tennessee
4 RSA covered a total population of approximately 290,800 and
had a subscriber base of approximately 24,900. As a result of
this sale, the results of operations for Tennessee 4 RSA during
the periods presented are included in the Companys
consolidated financial statements as discontinued operations.

Pursuant to SFAS No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets, which
replaced APB Opinion No. 30 for the disposal of segments of
a business, the condensed consolidated financial statements have
been reclassified for all periods presented to reflect the
Tennessee 4 RSA operations, assets and liabilities as
discontinued operations.

The net loss from discontinued operations was
classified on the condensed consolidated statement of operations
as Loss from discontinued operations. Summarized
results of discontinued operations are as follows:

|                                  |  |                     |        |  
|--------------------------------- |  | ------------------- | ------ | -
|                                  |  | For the Period From
|                                  |  | January 1, 2002    
|                                  |  | Through February 8,
|                                  |  | 2002               
|                                  |  |                    
|                                  |  | ($ in thousands)   
|Operating revenue                 |  | $                   | 2,319  |  
|Loss before income taxes          |  |                     | (1,090 | )
|Income tax benefit                |  |                     | 436    |  
|Loss from discontinued operations |  |                     | (654   | )

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##### Table of Contents



AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The long-term debt of the Company is at the
consolidated level, and is not reflected by each individual
market. Thus, the Company has allocated a portion of interest
expense to the discontinued operations based on Tennessee 4
RSAs pro rata population coverage, to properly reflect the
interest that was incurred to finance the Tennessee 4 RSA
operations. The interest expense allocated to these operations
was $1.0 million for the period from January 1, 2002
through disposition (February 8, 2002).

The Company completed the sale of Tennessee 4 RSA
on February 8, 2002, and recorded operating losses totaling
$0.7 million incurred through February 8, 2002, and
the related gain on the sale totaling $13.5 million, net of
tax expense.

3.     Long-Term
Debt

The Companys long-term debt consists of the
following:

|                                           |                      |                  |           |              |  |   |           |           | 
|------------------------------------------ | -------------------- | ---------------- | --------- | ------------ |  | - | --------- | --------- | 
|                                           |                      | March 31,        |           | December 31,
|                                           |                      | 2003             |           | 2002        
|                                           |                      |                  |           |             
|                                           |                      |                 
|                                           |                      | ($ in thousands)
|Credit facility                            |                      | $                | 879,552   |              |  | $ | 894,273   |          
|Senior Subordinated Notes, net of discount |                      |                  | 694,404   |              |  |   | 694,236   |          
|                                           |                      |                  |           |              |  |   |           |          
|                                           | Total debt           |                  |           | 1,573,956    |  |   |           | 1,588,509 | 
|Less  Current maturities                  |                      |                  | 1,573,956 |              |  |   | 1,588,509 |          
|                                           |                      |                  |           |              |  |   |           |          
|                                           | Total long-term debt |                  | $         |             |  |   | $         |          | 
|                                           |                      |                  |           |              |  |   |           |          

Credit
Facility

On February 25, 2000, the Company obtained a
$1.75 billion credit facility to retire existing debt and
complete the acquisition of the Company by the Joint Venture.
This credit facility included a $300.0 million revolving
credit facility and $1.45 billion of term loan facilities.
On March 2, 2001, the Company and its lenders agreed to an
amendment to the credit facility. This amendment became
effective on March 14, 2001, when the Company permanently
repaid $200.0 million of the term loans. The Company used
proceeds from the issuance of its $450.0 million senior
subordinated notes due 2009, to reduce the credit facility to
$1.55 billion. On May 31, 2001, the Company and its
lenders agreed to a second amendment to the credit facility.
This amendment became effective on June 4, 2001, when the
Company permanently repaid $201.3 million of the term notes
under the credit facility with proceeds from the issuance of an
additional $250.0 million senior subordinated notes due
2009, which reduced the credit facility to $1.34 billion.
On September 27, 2001, the Company and its lenders agreed
to a third amendment of the credit facility, which modified
certain financial covenants (as described below). In addition to
the Companys financial covenants, the Company is required
to make prepayments of proceeds received from significant asset
sales, new borrowings and a portion of excess cash flow.
Therefore, when the Company completed the sale of Tennessee 4
RSA to Verizon Wireless for a total purchase price of
$202.0 million during February 2002, the Company
permanently prepaid approximately $190.0 million of its
credit facility. The maximum availability of the credit facility
is limited by restrictions, such as certain financial ratios. As
of March 31, 2003, the Company had outstanding borrowings
under the credit facility of $879.6 million, with no
additional amounts available for future borrowings.

The Companys credit facility imposes a
number of restrictive covenants that, among other things, limit
the Companys ability to incur additional indebtedness,
create liens and pay dividends. In addition, the Company is
required to maintain certain financial ratios, including, but
not limited to:



| |   |                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------
| |  | a ratio of senior indebtedness to operating cash
    flow of 5.75 to 1 at March 31, 2003, decreasing over time
    to 2.50 to 1;

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AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



| |   |                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------
| |  | a ratio of total indebtedness to operating cash
    flow of 7.50 to 1 at March 31, 2003, decreasing over time
    to 4.00 to 1;               
|
| |  | a ratio of operating cash flow to debt service
    requirements of 1.20 to 1 at March 31, 2003, and thereafter;                               
|
| |  | a ratio of operating cash flow to interest
    expense requirement of 1.80 to 1 at March 31, 2003,
    increasing over time to 2.50 to 1; and 
|
| |  | a ratio of operating cash flow minus capital
    expenditures to the sum of debt service requirements and cash
    distributions of 1.00 to 1.

Through September 2002, interest on the revolving
credit facility and the term loans was variable and was based on
a prime rate or a LIBOR formula. As a result of the
Companys non-compliance with a financial covenant
contained in the credit facility, beginning in October 2002, all
borrowings under the credit facility are only available based on
prime rate. The weighted average interest rate for the three
months ended March 31, 2003 was 5.8%, and interest rates
have ranged in total between 4.4% and 10.0% since inception.
This credit facility is collateralized by substantially all of
the assets of the Company.

The Companys credit facility includes a
financial covenant requiring the Company to not exceed a total
debt leverage ratio of 7.50 to 1.00 in the first quarter of
2003. At June 30, 2002 and continuing through
March 31, 2003, the Company has failed to comply with this
covenant. The lenders presently have the right, but not the
obligation, to accelerate the repayment of the entire amount
outstanding under the credit facility. Acceleration under the
credit facility would allow the holders of the Senior
Subordinated Notes to declare the principal and interest of the
Senior Subordinated Notes immediately due and payable. The
Company would then be required to either refinance the debt or
repay the amounts due. To date, no such acceleration has
occurred and the Company continues to hold discussions with its
bank lenders and with representatives of certain of the
Companys bondholders concerning a potential
reorganization. There is no assurance that the Company would be
successful in reorganizing or be able to meet its obligation
under the accelerated repayment terms. Therefore, on
June 30, 2002 and continuing through March 31, 2003,
the Company has classified all of its long-term debt as current.
Unless such non-compliance is resolved, there continues to be
substantial doubt about the Companys ability to continue
as a going concern, as expressed in the independent auditors
report on the Companys 2002 and 2001 financial statements.
Also as a result of the Companys non-compliance, beginning
in October 2002, all borrowings under its credit facility are
only available based on prime rate, which has increased the
Companys borrowing rate.

Senior
Subordinated Notes

On March 14, 2001, the Company completed the
sale of $450.0 million senior subordinated notes due 2009.
These notes were sold at a discount of $3.3 million. These
notes bear interest at an annual rate of 9.5%. The discount will
be amortized over the life of the notes. On June 4, 2001,
the Company completed the sale of $250.0 million of senior
subordinated notes due 2009. These notes were sold at a discount
of $3.6 million and also bear interest at an annual rate of
9.5%. The discount will be amortized over the life of the notes.

Restricted cash and investments includes
$34.4 million as of March 31, 2003, represent the
remaining balance of interest pledge deposits for the senior
subordinated notes. The interest pledge deposits include the
initial deposit of $85.2 million for the
$450.0 million senior subordinated notes, net of interest
earned and payments issued to bondholders, and the additional
deposit of $48.0 million for the $250.0 million senior
subordinated notes, net of interest earned and payments issued
to bondholders.

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AMERICAN CELLULAR CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Interest Rate
Hedges

The Company pays interest on its bank credit
facility based on a variable factor, such as LIBOR or prime
rate. The Company will from time-to-time enter into derivative
contracts to reduce exposure against rising interest rates.

During 2001, the Company entered into a
$1.03 billion derivative contract on its credit facility,
in order to hedge its interest rate exposure, whereby the
interest rate on the facility was effectively fixed at a rate of
6.7%. This derivative contract expired in June 2002.

In accordance with SFAS No. 133, the Company
periodically assessed the effectiveness of its hedge
transactions. During February 2002, the Company used a portion
of the proceeds from the sale of the Tennessee 4 RSA to pay down
bank debt. As a result, the Company determined that one of its
hedge transactions, totaling $125.0 million was
ineffective, thus, reducing the total derivative contracts to
$900.0 million. The Company recorded a loss of
approximately $1.1 million representing the fair value of
this transaction as of March 31, 2002, which is reflected
in other (expense) income in the accompanying statement of
operations.

4.     Commitments

Effective November 16, 2001, the Company
entered into an equipment supply agreement with Nortel Networks
Inc., in which the Company agreed to purchase approximately
$49.5 million of cell site and switching equipment between
November 16, 2001 and July 15, 2005. Of the
commitment, approximately $13.4 million remained
outstanding at March 31, 2003.

5.     Contingencies

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

6.     Change in
Accounting Principles and Practices

In July 2001, the Financial Accounting Standards
Board issued Statements of Financial Accounting Standards
No. 141, Business Combinations and
No. 142, Goodwill and Other Intangible Assets.
These standards prohibit the application of the
pooling-of-interests method of accounting for business
combinations effective June 30, 2001 and require companies
to cease the amortization of existing goodwill and intangible
assets with indefinite lives effective January 1, 2002.
Under the new rules, the Company is treating its wireless
license acquisition costs as indefinite life intangible assets.
As a result, effective January 1, 2002, the Company ceased
the amortization of goodwill and wireless license acquisition
costs. Instead, the Company now tests for impairment of goodwill
or indefinite life intangible assets at least annually and will
only adjust the carrying amount of these intangible assets upon
an impairment of the goodwill or indefinite life intangible
assets. Through December 31, 2001, the Companys
accounting policy was to evaluate the carrying value of its
intangible assets based on its undiscounted cash flows. However,
as a result of implementing SFAS No. 142, the Company is
now required to evaluate the carrying value of its indefinite
life intangible assets using their fair values. Upon
implementation of SFAS No. 142 on January 1, 2002, the
Company recorded charges, net of income tax benefit, of
approximately $281.6 million to reflect the write-down of
its wireless license acquisition costs to their fair value.

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##### Table of Contents






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

The following discussion and analysis presents
factors, which we believe are relevant to an assessment and
understanding of our condensed consolidated financial position
and results of operations. This financial and business analysis
should be read in conjunction with our condensed consolidated
financial statements and the related notes.

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. At March 31, 2003, our wireless systems
covered a population of 5.0 million and we had
approximately 692,100 subscribers. We are equally owned by
AT&T Wireless and Dobson Communications.

Beginning on June 30, 2002 and continuing
through March 31, 2003, we have failed to comply with a
financial covenant on our senior credit facility, which requires
that we not exceed a certain total debt leverage ratio. Our
lenders presently have the right, but not the obligation, to
accelerate the repayment of the entire amount outstanding under
the credit facility. Acceleration under the credit facility
would allow the holders of our senior subordinated notes to
declare the principal and interest of the senior subordinated
notes immediately due and payable. We would then be required to
either refinance the debt or repay the amounts due. To date, no
such acceleration has occurred. We anticipate that our cash flow
from operations, along with cash on hand, will be sufficient to
meet our capital requirements through October 2003, at which
time we will be required to make additional cash interest
payments on our senior subordinated notes. If the cash interest
payments on our senior subordinated notes are not made, the
senior subordinated noteholders could declare the principal and
interest of the notes immediately due and payable. We continue
to hold discussions with our bank lenders and with
representatives of certain of our bondholders concerning a
potential reorganization. We can provide no assurance that we
would be successful in reorganizing or be able to meet our
obligation under the accelerated repayment terms. Therefore, at
March 31, 2003, all of our long-term debt is classified as
current. Unless such non-compliance is resolved, there continues
to be substantial doubt about our ability to continue as a going
concern, as expressed in the independent auditors report on our
2002 and 2001 consolidated financial statements.

Discontinued Operations

On February 8, 2002, we sold
Tennessee 4 RSA to Verizon Wireless for a total purchase
price of $202.0 million. The Tennessee 4 RSA covered a
population of approximately 290,800 and had a subscriber base of
approximately 24,900. As a result of this sale, the results of
operations for Tennessee 4 RSA during the periods presented
are included as discontinued operations in our consolidated
financial statements. We used the proceeds primarily to pay down
our bank debt.

Subscribers

Our subscriber base contains three types of
subscribers; post-paid, reseller and pre-paid. At March 31,
2003, post-paid subscribers accounted for the largest portion of
our subscriber base, at 95.0%. These subscribers pay a monthly
access fee for a wireless service plan that generally includes a
fixed amount of minutes and certain service features. In
addition to the monthly access fee, these subscribers are
typically billed in arrears for long-distance charges, roaming
charges and rate plan overages. Our reseller subscribers are
similar to our post-paid subscribers in that they pay monthly
fees to utilize our network and services; however, these
subscribers are billed by a third party (reseller), who has
effectively resold our service to the end user (subscriber). We
in turn bill the third party for the monthly usage of the end
user. At March 31, 2003, the reseller base accounted for
4.0% of our total subscriber base. Our pre-paid subscribers,
which at March 31, 2003 accounted for 1.0% of our
subscriber base, are subscribers that pre-pay for an agreed upon
amount of usage.

Our average monthly revenue per subscriber and
total gross additions are calculated and reported based only on
post-paid subscriber information.

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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 primarily 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. The per minute yield on our service revenue
(service revenue divided by subscriber minutes-of-use) was $0.17
for the three months ended March 31, 2003 and $0.19 for the
three months ended March 31, 2002. These declines have
generally been offset by significant increases in average
minutes-of-use per subscriber. The average minute-of-use per
subscriber increased 14.2% for the three months ended
March 31, 2003 compared to 2002. We believe that the
industry trend toward increasing minutes-of-use per subscriber
will continue to offset declining revenue per minute-of-use due
to the continued popularity of single rate calling plans and the
enhanced service capacity of recently developed digital networks.

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 accounted for 26.0% of our
operating revenue for the three months ended March 31, 2003
and 26.6% of our operating revenue for the three months ended
March 31, 2002. Roaming revenue typically yields slightly
higher average per minute rates and 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, even though roaming revenue yields have offered higher
margins than revenue from our subscribers, the yields are
declining and are becoming more comparable to yields from our
subscribers due to increased market pressures and competition
among wireless providers. Our roaming yield (roaming revenue,
which includes airtime, toll charges and surcharges, divided by
roaming minutes-of-use) was $0.23 for the three months ended
March 31, 2003 and $0.30 for the three months ended
March 31, 2002. We believe that the trend of increasing
roaming minutes will continue to at least partially offset
declining roaming yields. Roaming minutes increased 37.9% for
the three months ended March 31, 2003 compared to 2002.
Roaming yields are decreasing as a result of new contracts and
scheduled rate reductions in existing contracts. We believe
these roaming contracts are beneficial because they secure
existing traffic and provide opportunity for a continuing
increase in the volume of traffic. Roaming revenue tends to be
impacted by seasonality. We typically have higher 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. Our
ability to sell wireless equipment is independent of our ability
to offer wireless services to our customer; therefore, we
consider equipment sales a separate earnings process and account
for it accordingly.

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. As discussed above with regard to
service revenue, there is a continuing trend toward increasing
minutes-of-use per subscriber. This includes minutes used by our
subscribers when they roam into other providers markets.
Consistent with the trend of declining roaming revenue per
minute, our roaming expense per minute has declined as well.
This decline in expense per minute has helped offset the
increased costs from growth in minutes-of-use per subscriber.

Our cost of equipment represents the costs
associated with telephone equipment and accessories sold. We,
like other wireless providers, have continued the use of
discounts on phone equipment and free phone

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promotions for phones sold to our customers, as
competition between service providers continues to intensify. As
a result, we have incurred, and expect to continue to incur,
losses on equipment sales. While we expect to continue these
discounts and promotions, we believe that these promotions will
result in increased revenue from increases in the number of
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
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. One of our
principal owners, Dobson Communications, provides management and
certain other services to us in accordance with a management
agreement. We share corporate and shared call center costs
incurred by Dobson Communications and us primarily based on the
estimated subscribers and populations in our respective licensed
areas.

Our depreciation and amortization expense
represents the costs associated with the depreciation of our
fixed assets and the amortization of certain intangible assets.

Critical Accounting Policies and
Practices

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

Our general and administrative expenses and
certain other operating expenses include all infrastructure
costs, including costs for customer support, billing,
collections and corporate administration. One of our principal
owners, Dobson Communications, provides management and certain
other services to us in accordance with a management agreement.
We share corporate and shared call center costs with Dobson
Communications based primarily on the estimated subscribers and
populations in our respective licensed areas. If there were a
change in the method used to allocate shared costs among Dobson
Communications and us, the change could have a significant
impact on our results of operations.

We depreciate our property, plant and equipment
and amortize our customer lists and certain other definite life
intangible assets over their useful lives. These useful lives
are based on our estimates of the period that the assets will
generate revenue. Our policy was to review the carrying value of
our long-lived assets and certain identifiable intangibles
whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. With the implementation
of SFAS No. 142, Goodwill and Other Intangible
Assets, which requires companies to cease the amortization
of existing goodwill and intangible assets with indefinite
lives, we reassessed the useful lives of our intangible assets.
A significant portion of our intangible assets is classified as
Wireless license acquisition costs, which represents
our costs associated with acquiring our FCC licenses. These
licenses allow us to provide wireless services by giving us the
exclusive right to utilize certain radio frequency spectrum.
Although the FCC licenses are issued for only a fixed time,
generally ten years, these licenses are renewed by the FCC on a
routine basis and for a nominal fee. In addition, we have
determined that there are no legal, regulatory, contractual,
competitive, economic or other factors that limit the useful
life of these FCC licenses. As a result, our wireless license
acquisition costs are treated as indefinite life intangible
assets. Therefore, upon implementing SFAS No. 142 in its
entirety on January 1, 2002, we ceased the amortization of
both goodwill and wireless license acquisition costs and now
test for impairment of goodwill and wireless license acquisition
costs at least annually and only adjust the carrying amount of
these intangible assets upon an impairment of the goodwill or
wireless license acquisition costs. We also determine on an
annual basis whether facts and circumstances continue to support
an indefinite useful life.

This change in policy has and may continue to
have a significant impact to our results of operations and
financial position. Through December 31, 2001, as stated
above, our accounting policy for impairment of long-lived assets
was to review the carrying value of our long-lived assets and
certain identifiable intangible assets

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##### Table of Contents



whenever events or changes in circumstances
indicate that the carrying value may not be recoverable. If such
circumstances were deemed to exist, the carrying value of the
asset would be compared to the estimated undiscounted future
cash flows generated by the asset. Our definite life assets will
continue to be amortized over their estimated useful lives and
are subject to the same impairment criteria. As a result of
fully implementing SFAS No. 142 on January 1, 2002, we
are now required to evaluate the carrying value of our
indefinite life intangible assets using their fair values, at
least annually. To complete this evaluation, we first performed
a comparison of the carrying amount of our wireless license
acquisition costs to the fair value of those assets. For
purposes of this comparison, it is our policy to aggregate our
wireless license acquisition costs. We determined the fair value
of our wireless license acquisition costs based on their
estimated future discounted cash flows. Based on the comparison
we performed upon implementation, we determined that the
carrying amount of our wireless license acquisition costs
exceeded their estimated fair value. Therefore, upon
implementation of this new pronouncement in its entirety, we
recorded a charge, net of income tax benefit, of
$281.6 million to reflect the write-down of our wireless
license acquisition costs to their fair value. We then assessed
the carrying amount of our goodwill for possible impairment. For
goodwill, there is a two-step approach for assessing impairment.
The first step requires an evaluation of our fair value as a
company to our carrying amount, including goodwill. Our fair
value was determined based on estimated future discounted cash
flows. It was determined that our estimated fair value as a
company exceeded our carrying amount and thus, our goodwill was
not deemed to be impaired. Since our goodwill was not deemed to
be impaired as of January 1, 2002, the second step of the
impairment test, which is used to measure the amount of
impairment loss was not required to be completed.


Based on factors and circumstances impacting us
and the business climate in which we operated as of
June 30, 2002, we determined that it was necessary to
re-evaluate the carrying value of our goodwill and indefinite
life intangible assets in accordance with SFAS No. 142. The
legal factors include the non-compliance with our total leverage
ratio covenant on our senior credit facility, which gave our
lenders the right to accelerate the repayment of the entire
amount outstanding under our senior credit facility. In
addition, our business climate was impacted due to the fact that
the rural wireless industry had continued to experience a
significant deterioration in public equity valuations during the
second quarter of 2002. As a result of the re-evaluation of our
wireless license acquisition costs and goodwill, we concluded
that the fair value of our wireless license acquisition costs,
as determined upon implementation of SFAS No. 142, had not
changed and deemed that there was no further impairment of these
assets. In performing the impairment test on our goodwill, we
concluded that the overall assumptions used in first quarter
2002 were still valid with the exception of the risk-based
discount factor and enterprise valuations. With the revised
assumptions at June 30, 2002, we determined that our
goodwill was impaired and as a result, we recorded an impairment
loss totaling $377.0 million.

In addition, during fourth quarter 2002, we
continued to have factors impacting our business for which a
re-evaluation was necessary. We continue to not be in-compliance
with our total leverage ratio covenant of our senior credit
facility, which has given our lenders the right to accelerate
the repayment of the entire amount outstanding under our senior
credit facility. To date, no such acceleration has occurred and
we continue to hold discussions with our bank lenders and with
representatives of certain of our bondholders concerning a
potential reorganization. Based on these discussions and other
factors, including an increase in a risk-based discount factor,
we determined that our goodwill continued to be impaired based
on current enterprise valuations. Therefore, we recorded an
additional impairment loss of $423.9 million at
December 31, 2002, bringing our total impairment loss on
goodwill to $800.9 million for the year ended
December 31, 2002.

Results of Operations

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

13



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##### Table of Contents





| |                                                                                    
| | -----------------------------------------------------------------------------------
| | Three Months Ended March 31, 2003
    Compared to Three Months Ended March 31, 2002

Operating revenue.For the three months ended
March 31, 2003, our total operating revenue increased
$6.6 million, or 6.6%, to $106.5 million from
$99.9 million for the comparable period in 2002. The
following table sets forth the components of our operating
revenue for the periods indicated:

|                |                             |                              |        |                  |         |        |      |            |       |   |        |        |        |  |      |      |       |  
|--------------- | --------------------------- | ---------------------------- | ------ | ---------------- | ------- | ------ | ---- | ---------- | ----- | - | ------ | ------ | ------ |  | ---- | ---- | ----- | -
|                |                             |                             
|                |                             | Three Months Ended March 31,
|                |                             |                             
|                |                             |                              |        |                 
|                |                             | 2003                         |        | 2002            
|                |                             |                              |        |                 
|                |                             | Amount                       |        | Percentage       |         | Amount |      | Percentage
|                |                             |                              |        |                  |         |        |      |           
|                |                             |                              |        |                  |         |       
|                |                             |                              |        | ($ in thousands) |         |       
|Service revenue |                             | $                            | 75,176 |                  |         |        | 70.6 | %          |       | $ | 70,187 |        |        |  | 70.3 | %   
|                | Roaming revenue             |                              |        | 27,680           |         |        |      | 26.0       | %     |   |        | 26,593 |        |  |      | 26.6 | %    
|                | Equipment and other revenue |                              |        | 3,634            |         |        |      | 3.4        | %     |   |        | 3,103  |        |  |      | 3.1  | %    
|                |                             |                              |        |                  |         |        |      |            |       |   |        |        |        |  |      |     
|                |                             | Total                        |        | $                | 106,490 |        |      |            | 100.0 | % |        | $      | 99,883 |  |      |      | 100.0 | %
|                |                             |                              |        |                  |         |        |      |            |       |   |        |        |        |  |      |     

For the three months ended March 31, 2003,
our service revenue increased $5.0 million, or 7.1%, to
$75.2 million from $70.2 million for the three months
ended March 31, 2002. The increase was primarily
attributable to increased penetration and usage. Our subscriber
base increased 7.8% to 692,100 at March 31, 2003 from
642,200 at March 31, 2002. Our average monthly service
revenue per subscriber remained constant at $38 for the three
months ended March 31, 2003 and 2002.

For the three months ended March 31, 2003,
our roaming revenue increased $1.1 million, or 4.1%, to
$27.7 million from $26.6 million for the three months
ended March 31, 2002. This increase was primarily
attributable to a 37.9% increase in roaming minutes in our
markets due to expanded coverage areas and increased usage
offset by a 23.3% decline in our roaming revenue per
minute-of-use.

For the three months ended March 31, 2003,
our equipment and other revenue increased $0.5 million, or
17.1%, to $3.6 million from $3.1 million for the three
months ended March 31, 2002. This increase primarily
resulted from an increased amount of wireless equipment upgrades
during the three months ended March 31, 2003 compared to
the same period in 2002.

Cost of Service.For
the three months ended March 31, 2003, our total cost of
service decreased $3.8 million, or 13.9%, to
$23.6 million from $27.4 million for the comparable
period in 2002. The following table sets forth the components of
our cost of service for the periods indicated:

|              |                       |                              |        |                  |  |        |      |            |   |   |        |        |  |  |      |       |  
|------------- | --------------------- | ---------------------------- | ------ | ---------------- |  | ------ | ---- | ---------- | - | - | ------ | ------ |  |  | ---- | ----- | -
|              |                       |                             
|              |                       | Three Months Ended March 31,
|              |                       |                             
|              |                       |                              |        |                 
|              |                       | 2003                         |        | 2002            
|              |                       |                              |        |                 
|              |                       | Amount                       |        | Percentage       |  | Amount |      | Percentage
|              |                       |                              |        |                  |  |        |      |           
|              |                       |                              |        |                  |  |       
|              |                       |                              |        | ($ in thousands) |  |       
|Network costs |                       | $                            | 12,873 |                  |  |        | 54.6 | %          |   | $ | 11,569 |        |  |  | 42.3 | %    
|Roaming costs |                       |                              | 10,697 |                  |  |        | 45.4 | %          |   |   | 15,805 |        |  |  | 57.7 | %    
|              |                       |                              |        |                  |  |        |      |            |   |   |        |        |  |  |      |      
|              | Total cost of service |                              | $      | 23,570           |  |        |      | 100.0      | % |   | $      | 27,374 |  |  |      | 100.0 | %
|              |                       |                              |        |                  |  |        |      |            |   |   |        |        |  |  |      |      

For the three months ended March 31, 2003,
our network costs, which are the costs incurred from operating
our wireless network and providing service to our customers,
increased $1.3 million, or 11.3%, to $12.9 million
from $11.6 million for the comparable period in 2002. This
increase was primarily the result of a $0.6 million
increase in toll charges, an approximate $0.2 million
increase in rent incurred from our cell site leases as a result
of the continued build-out of our network, and an approximate
$0.5 million increase in other networking costs associated
with offering services to our customers. Toll charges have
increased as a result of offering more national and regional
rate plans, which often have a certain amount of free
long-distance minutes included in the fixed monthly access
charge.

For the three months ended March 31, 2003,
roaming costs decreased by $5.1 million, or 32.3%, to
$10.7 million from $15.8 million for the same period
in 2002. This decrease was the result of a 32.0% decline in
rates charged by those providers resulting from new lower rate
agreements.

14



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Cost of equipment.For the three months ended
March 31, 2003, our cost of equipment increased
$1.5 million, or 19.6%, to $8.9 million during 2003
from $7.4 million in 2002. This increase resulted from an
increase in the equipment upgrades during the three months ended
March 31, 2003 compared to the same period in 2002.

Marketing and selling costs.For the three months ended
March 31, 2003, our marketing and selling costs decreased
$1.2 million, or 8.7%, to $12.4 million from
$13.6 million for the three months ended March 31,
2002 due to efficiencies gained from centralized marketing
functions with one of our principal owners, Dobson
Communications, and a decrease in gross subscriber additions.
Gross subscriber additions were 38,500 for the three months
ended March 31, 2003 compared to 46,800 for the three
months ended March 31, 2002.

General and administrative costs.For the three months ended
March 31, 2003, our general and administrative costs
increased $1.0 million, or 6.1%, to $17.7 million from
$16.7 million for the three months ended March 31,
2002. This increase is a result of increased infrastructure
costs such as customer service, billing, collections and
administrative costs as a result of the overall growth of our
business. Our overall monthly general and administrative costs
per subscriber remained constant at $9 for the three-month
periods ended March 31, 2003 and 2002.

Depreciation and amortization expense.For the three months ended
March 31, 2003, our depreciation and amortization expense
increased $1.0 million, or 6.4%, to $17.0 million from
$16.0 million for 2002. The increase was the result of
additional depreciation on fixed assets acquired in 2002 and the
first three months of 2003.

Interest expense.For the three months ended
March 31, 2003, our interest expense decreased
$9.2 million, or 22.9%, to $31.3 million from
$40.5 million for the three months ended March 31,
2002. This decrease resulted from the reduction of the
outstanding balance on our credit facility.

Loss from discontinued operations.For the three months ended
March 31, 2002, we had a net loss from discontinued
operations of $0.7 million. This loss from discontinued
operations reflects our 2002 operating losses from Tennessee 4
RSA, which we sold to Verizon Wireless on February 8, 2002.

Gain from sale of discontinued operations.For the three months ended
March 31, 2002, we had a gain from sale of discontinued
operations of $13.5 million, net of tax. This gain reflects
our sale of our Tennessee 4 RSA market, which we sold to Verizon
Wireless on February 8, 2002.

Cumulative effect of change in accounting
principle.For the three months ended
March 31, 2002, we recognized an impairment on our wireless
license acquisition costs of approximately $281.6 million,
net of tax benefit, as a result of implementing SFAS
No. 142 Goodwill and Other Intangible Assets.

Net loss.For the
three months ended March 31, 2003, our net loss was
$2.4 million. Our net loss decreased $279.8 million,
or 99.1%, from $282.2 million for the three months ended
March 31, 2002. The decrease in our net loss was primarily
attributable to our cumulative effect of change in accounting
principle related to the implementation of SFAS No. 142 in
2002, as described above.

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, bank debt, which may not be available to us in the
future, the sale of debt securities and infusions of equity
capital from one of our parents and its affiliates. Neither
Dobson Communications nor AT&T Wireless is obligated to
contribute equity capital or other financing to our subsidiaries
or us.

At March 31, 2003, we had $14.5 million
of unrestricted cash and $38.5 million in restricted cash,
of which $34.4 million of the restricted cash was in
escrow to pay interest on our senior subordinated notes. We
anticipate that our cash flow from operations, along with this
cash, will be sufficient to meet our short-term cash needs
through October 2003, at which time we will be required to make
additional cash interest payments on our senior subordinated
notes. If we are successful in reorganizing, we would expect to
have

15



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##### Table of Contents



sufficient resources to satisfy our expected
capital expenditures, working capital and debt service
obligations over the next year. However, we cannot provide any
assurance that we will be successful in reorganizing or that any
such needed financing would be available on acceptable terms or
at all.


Net Cash
Flow

At March 31, 2003, we had a working capital
deficit of $1.6 billion, a ratio of current assets to
current liabilities of 0.06:1 and an unrestricted cash balance
of $14.5 million, which compares to a working capital
deficit of $1.6 billion, a ratio of current assets to
current liabilities of 0.06:1, and an unrestricted cash balance
of $15.9 million at December 31, 2002.

Our net cash provided by operating activities
totaled $22.1 million for the three months ended
March 31, 2003 and $28.5 million for the three months
ended March 31, 2002. The decrease is primarily due to
changes in our current assets and liabilities, offset by a
decrease in our loss from continuing operations.

Our net cash used in investing activities totaled
$8.9 million for the three months ended March 31, 2003
compared to net cash provided by investing activities of
$182.2 million for the three months ended March 31,
2002. This decrease is related primarily to the net proceeds
from the sale of Tennessee 4 RSA to Verizon Wireless for a total
of approximately $202.6 million, less approximately
$8.1 million reserved in escrow received in 2002. Capital
expenditures were $13.2 million for both the three months
ended March 31, 2003 and 2002.

Net cash used in financing activities was
$14.6 million for the three months ended March 31,
2003 compared to $212.6 million for the three months ended
March 31, 2002. This decrease is primarily due to
repayments of long-term debt totaling $299.3 million during
2002.

Capital
Resources

On February 25, 2000, we obtained a
$1.75 billion bank credit facility that included a
$300.0 million revolving credit facility and
$1.45 billion of term loans. Our credit facility was
amended on March 14, 2001, when we permanently repaid
$200.0 million of the term loans. We used proceeds from the
issuance of our $450.0 million senior subordinated notes
due 2009 to reduce our credit facility to $1.55 billion. We
further amended our credit facility on June 4, 2001, when
we permanently repaid $201.3 million of the term loan with
proceeds from our issuance of an additional $250.0 million
senior subordinated notes due 2009, which reduced our credit
facility to $1.34 billion. On September 27, 2001, our
lenders and we agreed to a third amendment of the credit
facility, which modified certain financial covenants (as
described below). In addition to our financial covenants, we are
required to make prepayments of proceeds received from
significant asset sales, new borrowings and a portion of excess
cash flow. Therefore, when we completed the sale of Tennessee 4
RSA to Verizon Wireless for a total purchase price of
$202.0 million during February 2002, we permanently prepaid
$190.0 million of this credit facility. The maximum
availability of the credit facility is limited by restrictions,
such as certain financial ratios. As of March 31, 2003, we
had outstanding borrowings under our credit facility of
$879.6 million, with no additional amounts available for
future borrowings.

Our credit facility imposes a number of
restrictive covenants that, among other things, limit our
ability to incur additional indebtedness, create liens and pay
dividends. In addition, we are required to maintain certain
financial ratios, including, but not limited to:



| |   |                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------
| |  | a ratio of senior indebtedness to operating cash
    flow of 5.75 to 1 at March 31, 2003, decreasing over time
    to 2.50 to 1;             
|
| |  | a ratio of total indebtedness to operating cash
    flow of 7.50 to 1 at March 31, 2003, decreasing over time
    to 4.00 to 1;              
|
| |  | a ratio of operating cash flow to debt service
    requirements of 1.20 to 1 at March 31, 2003 and thereafter;                               
|
| |  | a ratio of operating cash flow to interest
    expense requirement of 1.80 to 1 at March 31, 2003,
    increasing over time to 2.50 to 1; and

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| |   |                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------
| |  | a ratio of operating cash flow minus capital
    expenditures to the sum of debt service requirements and cash
    distributions of 1.00 to 1.

Through September 2002, interest on the revolving
credit facility and the term loan facilities was variable and
was based on a prime rate or a LIBOR formula. As a result of our
non-compliance with a financial covenant contained in the credit
facility, beginning in October 2002, all borrowings under our
credit facility are only available based on prime rate. The
weighted average interest rate for the three months ended
March 31, 2003 was 5.8% and interest rates have ranged in
total between 4.4% and 10.0% since inception.

Our credit facility includes a financial covenant
requiring that we not exceed a total debt leverage ratio of 7.50
to 1.00 in the first quarter of 2003. At June 30, 2002 and
continuing through March 31, 2003, we have failed to comply
with this covenant. Our lenders presently have the right, but
not the obligation, to accelerate the repayment of the entire
amount outstanding under the credit facility. Acceleration under
the credit facility would allow the holders of our senior
subordinated notes to declare the principal and interest of the
senior subordinated notes immediately due and payable. We would
then be required to either refinance the debt or repay the
amounts due. To date, no such acceleration has occurred and we
continue to hold discussions with our bank lenders and with
representatives of certain of our bondholders concerning a
potential reorganization. We can provide no assurance that we
would be successful in reorganizing or be able to meet our
obligation under the accelerated repayment terms. Therefore, on
June 30, 2002 and continuing through March 31, 2003,
we classified all of our long-term debt as current. Unless such
non-compliance is resolved, there continues to be substantial
doubt about our ability to continue as a going concern, as
expressed in the independent auditors reports on our 2002 and
2001 financial statements. Also as a result of our
non-compliance, beginning in October 2002, all borrowings under
our credit facility are only available based on prime rate,
which has increased our borrowing rate.

During the three months ended March 31,
2003, our total scheduled principal payments were
$9.5 million under this facility. During the remainder of
2003, absent acceleration, we will be required to make scheduled
principal payments totaling $45.9 million.

On March 14, 2001, we sold
$450.0 million principal amount of senior subordinated
notes due 2009 at a discount of $3.3 million. These notes
bear interest at an annual rate of 9.5%. The discount will be
amortized over the life of the notes. On June 4, 2001, we
sold $250.0 million principal amount of senior subordinated
notes due 2009 at a discount of $3.6 million that also bear
interest at an annual rate of 9.5%. The discount will be
amortized over the life of the notes.

On June 29, 2001, we received
$35.0 million from Dobson Communications Corporation from
its purchase of 35,000 shares of our 12.0% Series A
preferred stock.



| |                    
| | -------------------
| | Capital Commitments

We had capital expenditures of $13.2 million
for the three month ended March 31, 2003. We have budgeted
approximately $60.0 million for capital expenditures in
2003. We plan on investing in our property and equipment from
operating cash flows expected to be generated during 2003. The
amount and timing of capital expenditures may vary depending on
the rate at which we expand and develop our wireless systems,
new regulatory requirements, whether we consummate additional
acquisitions and whether we are successful in reorganizing.

We are obligated under an agreement to purchase
approximately $49.5 million of cell site and switching
equipment from Nortel Network Corp. prior to July 15, 2005.
Approximately $13.4 million of the commitment remained
outstanding at March 31, 2003. If we fail to fully meet
this commitment by July 15, 2005, we could be forced to pay
a penalty of up to 20% of the unfulfilled commitment. We expect
to substantially fulfill our purchase commitment under this
agreement prior to its scheduled completion date. We have and
will continue to finance our purchases under this commitment
using cash flows from operations.

17



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##### Table of Contents



Effect of New Accounting Standards

In July 2001, the FASB issued Statements of
Financial Accounting Standards No. 141, Business
Combinations and No. 142, Goodwill and Other
Intangible Assets. These standards prohibit the
application of the pooling-of-interests method of accounting for
business combinations effective June 30, 2001 and require
companies to stop the amortizing existing goodwill and
intangible assets with indefinite lives effective
January 1, 2002. Under the new rules, we are treating our
wireless license acquisition costs as indefinite life intangible
assets. As a result, effective January 1,2002, we ceased
the amortization of wireless license acquisition costs. Instead,
we will test our indefinite life intangible assets for
impairment at least annually and will only adjust the carrying
amount of these intangible assets upon an impairment of the
indefinite life intangible assets. Through December 31,
2001, our accounting policy was to evaluate the carrying value
of our intangible assets based on our undiscounted cash flows.
However, as a result of implementing SFAS No. 142, we are
now required to evaluate the carrying value of our indefinite
life intangible assets using their fair values. As a result of
our implementation of SFAS No. 142 on January 1, 2002,
we recorded a charge, net of income tax benefit, of
approximately $281.6 million to reflect the write down of
our wireless license acquisition costs to their fair value.

In July 2001, the FASB issued SFAS No. 143,
Accounting for Asset Retirement Obligations. This
statement provides accounting and reporting standards for costs
associated with the retirement of long-lived assets. It requires
entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred.
When the liability is initially recorded, the entity capitalizes
a cost by increasing the carrying amount of the related
long-lived asset. Over time, the liability is accreted to its
present value each period, and the capitalized cost is
depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the
obligation for its recorded amount or incurs a gain or loss upon
settlement. We adopted this standard on January 1, 2003,
with no material effect on our financial condition or operations.

The FASBs Emerging Issues Task Force issued
EITF 00-21: Accounting for Revenue Arrangements with
Multiple Deliverables, to address certain revenue
recognition issues. The guidance provided from EITF 00-21
addresses both the timing and classification in accounting for
different earnings processes. We do not expect that the adoption
of EITF 00-21 will have a material impact on our financial
condition or operations.

On April 2, 2003, the FASB announced that it
expects to issue a proposed statement, Accounting for
Certain Financial Instruments with Characteristics of
Liabilities and Equity, in the second quarter of 2003. As
proposed, this statement would require that mandatorily
redeemable preferred stock be classified as a liability and any
related accretion of discount and accrual of dividends would be
charged to our statement of operations. Currently, the charges
related to the mandatorily redeemable preferred stock are not
reflected in net income (loss), but are reflected in determining
net income (loss) applicable to common stock.

Forward-Looking Statements

The description of our plans set forth herein,
including planned capital expenditures and acquisitions, are
forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995. These plans involve a number of risks and uncertainties.
Important factors that could cause actual capital expenditures,
acquisition activity or our performance to differ materially
from the plans include, without limitation, our ability to
satisfy the financial covenants of our outstanding debt and
preferred stock 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.

18



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##### Table of Contents








|        |                                                               
|------- | --------------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures
    About Market Risk

Our primary market risk relates 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.
At March 31, 2003, we were not involved with any
derivatives or other financial instruments, due to the fact that
our previous interest rate swaps expired on June 4, 2002.

At March 31, 2003, we had debt outstanding
of $1.6 billion, of which $879.6 million bears
interest at floating rates. These rates averaged 5.8% for the
three months ended March 31, 2003. One percentage point of
an interest rate adjustment would change our cash interest
payments on an annual basis by approximately
$8.8 million.






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

Within the 90-day period prior to the filing of
this report, an evaluation was performed under the supervision
and with the participation of our management, including the
President and Treasurer, of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined
in Rule 13a-14(c) under the Securities Exchange Act of
1934). Based on that evaluation, our management, including the
President and Treasurer, who is our principal financial officer,
concluded that our disclosure controls and procedures were
effective.

There have been no significant changes in our
internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.

19



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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. | Changes in Securities and Use of
    Proceeds

Not applicable






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

We are not in compliance with a financial
covenant contained in our $1.34 billion bank credit
facility. This credit facility includes a financial covenant
requiring that we not exceed a total debt leverage ratio. At
March 31, 2003, we were not in compliance with this
covenant. Our lenders have the right, but not the obligation, to
accelerate the repayment of the entire amount outstanding under
the credit facility.






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

Not applicable






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

Not applicable






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

(a) Exhibits

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

|        |       |             |  |                                                                                                                                                                                          |  |  |             | 
|------- | ----- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |       |             |  | Method of                                                                                                                                                                               
|Numbers |       | Description |  | Filing                                                                                                                                                                                  
|        |       |             |  |                                                                                                                                                                                         
|        | 3.1   |             |  | Fourth Restated Certificate of Incorporation of
    American Cellular Corporation                                                                                                        |  |  | (1)[3.1]    | 
|        | 3.1.1 |             |  | Amendment to Fourth Restated Certificate of
    Incorporation of American
    Cellular Corporation                                                                                       |  |  | (5)[3.1.1]  | 
|        | 3.1.2 |             |  | Certificate of Designation for the Series A
    Preferred Stock of American
    Cellular Corporation                                                                                     |  |  | (5)[3.1.2]  | 
|        | 3.2   |             |  | Amended and Restated Bylaws of Registrant                                                                                                                                                |  |  | (1)[3.2]    | 
|        | 4.1   |             |  | Second Amended and Restated Limited Liability
    Company Agreement of ACC Acquisition LLC, dated
    February 25, 2000, between AT&T Wireless Services JV
    Co. and Dobson JV Company |  |  | (1)[4.1]    | 
|        | 4.2   |             |  | Indenture dated March 14, 2001 between
    American Cellular Corporation and United States Trust Company of
    New York                                                                 |  |  | (1)[4.2]    | 
|        | 4.3   |             |  | Escrow and Security Agreement dated
    March 14, 2001 between American Cellular Corporation and
    United States Trust Company of New York                                             |  |  | (1)[4.3]    | 
|        | 4.4   |             |  | Escrow and Security Agreement dated June 4,
    2001 between American Cellular Corporation and United States
    Trust Company of New York                                               |  |  | (4)[4.5]    | 
|        | 4.5   |             |  | Registration Rights Agreement dated June 4,
    2001 between American Cellular Corporation, Banc of America
    Securities LLC and Lehman Brothers, Inc.                                 |  |  | (4)[4.6]    | 
|        | 4.6   |             |  | First Amendment to Credit Agreement dated
    March 2, 2001                                                                                                                              |  |  | (1)[10.4.1] | 
|        | 4.7   |             |  | Second Amendment to Credit Agreement dated
    May 31, 2001                                                                                                                              |  |  | (2)[10.4.2] | 
|        | 4.8   |             |  | Third Amendment to Credit Agreement dated
    September 27, 2001                                                                                                                         |  |  | (5)[10.4.3] | 
|        | 4.8.1 |             |  | Limited Waiver to Credit Agreement dated
    April 10, 2002                                                                                                                              |  |  | (6)[10.4.4] | 

20



---



##### Table of Contents



|        |         |             |  |                                                                                                                                                                                                                            |  |  |             | 
|------- | ------- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |         |             |  | Method of                                                                                                                                                                                                                 
|Numbers |         | Description |  | Filing                                                                                                                                                                                                                    
|        |         |             |  |                                                                                                                                                                                                                           
|        | 10.1    |             |  | Amended and Restated Management Agreement, dated
    February 25, 2000, between Dobson Cellular Systems, Inc.
    and of ACC Acquisition LLC                                                                               |  |  | (1)[10.1]   | 
|        | 10.2    |             |  | Amended and Restated Operating Agreement, dated
    February 25, 2000, between Dobson Cellular Systems, Inc.
    (and its affiliates) and ACC Acquisition LLC (and its affiliates)                                         |  |  | (1)[10.2]   | 
|        | 10.3    |             |  | Amended and Restated Operating Agreement, dated
    February 25, 2000, between AT&T Wireless Services, Inc.
    (and its affiliates) and ACC Acquisition LLC (and its affiliates)                                          |  |  | (1)[10.3]   | 
|        | 10.3.1  |             |  | Addendum to Amended and Restated Operating
    Agreement between AT&T Wireless Services, Inc. (and its
    affiliates) and ACC Acquisition, LLC (and its affiliates) dated
    May 8, 2002                                 |  |  | (7)[10.3.1] | 
|        | 10.4    |             |  | Credit Agreement, dated February 25, 2000,
    among American Cellular Corporation, Bank of America, N.A., CIBC
    World Market Corp., Barclays Bank PLC, Lehman Commercial Paper
    Inc., TD Securities Inc. and others |  |  | (1)[10.4]   | 
|        | 10.5*   |             |  | License Agreement, dated October 8, 2001, by
    and between H.O. Systems, Inc. and American Cellular Corporation                                                                                                          |  |  | (5)[10.5]   | 
|        | 10.6*   |             |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated
    November 16, 2001                                                                                        |  |  | (5)[10.6]   | 
|        | 10.6.1* |             |  | Amendment No. 1 to the Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation, dated August 5, 2002                                                                    |  |  | (8)[10.6.1] | 
|        | 10.7    |             |  | Form of License Agreement among Cellular One
    Group and various subsidiaries of American Cellular Corporation                                                                                                           |  |  | (1)[10.7]   | 
|        | 10.8    |             |  | Intercarrier Roamer Service Agreement, dated
    January 23, 1997, between American Cellular Corporation, as
    successor to PriCellular Corporation and United States Cellular
    Corporation                           |  |  | (1)[10.8]   | 
|        | 10.9.1  |             |  | Letter Agreement dated July 5, 2000
    accepting American Cellular Corporation as an affiliate of
    Dobson Cellular Systems, Inc.                                                                                       |  |  | (1)[10.9.1] | 
|        | 10.11   |             |  | Intercarrier Roamer Service Agreement, dated
    January 16, 1997, between Licensees and Permittees (as
    defined in the Agreement) and American Cellular Corporation,
    successor to PriCellular Corporation          |  |  | (1)[10.16]  | 
|        | 10.12   |             |  | 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                                            |  |  | (3)[10.17]  | 
|        | 10.13*  |             |  | 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   |  |  | (5)[10.13]  | 
|        | 10.14   |             |  | Master Services Agreement between American
    Cellular Corporation and Convergys Information Management Group
    Inc. dated December 1, 2002.                                                                            |  |  | (9)[10.14]  | 



---



| |   |                                                                              
| | - | -----------------------------------------------------------------------------
| | * | 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
    March 31, 2001, as the exhibit number indicated in brackets
    and incorporated by reference herein.    
|   
|(3) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 31, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|   
|(4) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (no. 333-63454) as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                     
|   
|(5) | 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.       

21



---



##### Table of Contents





|    |                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(6) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2002, as the exhibit number indicated in brackets
    and incorporated by reference herein.    
|   
|(7) | Filed as an exhibit to the Registrants
    current report on Form 8-K on May 17, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                             
|   
|(8) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 31, 2002, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|   
|(9) | 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.                       

(b) Reports on Form 8-K

Not applicable

22



---



##### 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: May 14, 2003

| |                       
| | ----------------------
| | /s/ EVERETT R. DOBSON 
| |                       
| | Everett R. Dobson     
| | President and Director

Date: May 14, 2003

| |                                           
| | ------------------------------------------
| | /s/ BRUCE R. KNOOIHUIZEN                  
| |                                           
| | Bruce R. Knooihuizen                      
| | Treasurer, Vice President and
    Director
| | (Principal Financial Officer)             

23



---



##### Table of Contents



CERTIFICATIONS FOR FORM 10-Q

I, Everett R. Dobson, President and Director,
certify that:

1. I have reviewed this quarterly report on
Form 10-Q of American Cellular Corporation (the
registrant);

2. Based on my knowledge, this quarterly
report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this quarterly report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;

4. The registrants other certifying
officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | (b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | (c) presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5. The registrants other certifying
officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent functions):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6. The registrants other certifying
officers and I have indicated in this quarterly report whether
there were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.



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



| |     |                      
| | --- | ---------------------
| | By: | /s/ EVERETT R. DOBSON

| |                       
| | ----------------------
| |                       
| | Everett R. Dobson     
| | President and Director

May 14, 2003

24



---



##### Table of Contents



CERTIFICATIONS FOR FORM 10-Q

I, Bruce R. Knooihuizen, Treasurer, Vice
President and Director, certify that:

1. I have reviewed this quarterly report on
Form 10-Q of American Cellular Corporation (the
registrant);

2. Based on my knowledge, this quarterly
report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this quarterly report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;

4. The registrants other certifying
officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | b. evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | c. presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5. The registrants other certifying
officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent functions):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b. any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6. The registrants other certifying
officers and I have indicated in this quarterly report whether
there were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.



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



| |     |                         
| | --- | ------------------------
| | By: | /s/ BRUCE R. KNOOIHUIZEN

| |                                           
| | ------------------------------------------
| |                                           
| | Bruce R. Knooihuizen                      
| | Treasurer, Vice President and
    Director

May 14, 2003

25



---



##### Table of Contents






INDEX TO EXHIBITS

|        |         |             |  |                                                                                                                                                                                                                            |  |  |             | 
|------- | ------- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|Exhibit |         |             |  | Method                                                                                                                                                                                                                    
|Numbers |         | Description |  | of 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                                                                                                                             |  |  | (5)[3.1.1]  | 
|        | 3.1.2   |             |  | Certificate of Designation for the Series A
    Preferred Stock of American Cellular Corporation                                                                                                                           |  |  | (5)[3.1.2]  | 
|        | 3.2     |             |  | Amended and Restated Bylaws of Registrant                                                                                                                                                                                  |  |  | (1)[3.2]    | 
|        | 4.1     |             |  | Second Amended and Restated Limited Liability
    Company Agreement of ACC Acquisition LLC, dated
    February 25, 2000, between AT&T Wireless Services JV
    Co. and Dobson JV Company                                   |  |  | (1)[4.1]    | 
|        | 4.2     |             |  | Indenture dated March 14, 2001 between
    American Cellular Corporation and United States Trust Company of
    New York                                                                                                   |  |  | (1)[4.2]    | 
|        | 4.3     |             |  | Escrow and Security Agreement dated
    March 14, 2001 between American Cellular Corporation and
    United States Trust Company of New York                                                                               |  |  | (1)[4.3]    | 
|        | 4.4     |             |  | Escrow and Security Agreement dated June 4,
    2001 between American Cellular Corporation and United States
    Trust Company of New York                                                                                 |  |  | (4)[4.5]    | 
|        | 4.5     |             |  | Registration Rights Agreement dated June 4,
    2001 between American Cellular Corporation, Banc of America
    Securities LC and Lehman Brothers, Inc.                                                                    |  |  | (4)[4.6]    | 
|        | 4.6     |             |  | First Amendment to Credit Agreement dated
    March 2, 2001                                                                                                                                                                |  |  | (1)[10.4.1] | 
|        | 4.7     |             |  | Second Amendment to Credit Agreement dated
    May 31, 2001                                                                                                                                                                |  |  | (2)[10.4.2] | 
|        | 4.8     |             |  | Third Amendment to Credit Agreement dated
    September 27, 2001                                                                                                                                                           |  |  | (5)[10.4.3] | 
|        | 4.8.1   |             |  | Limited Waiver to Credit Agreement dated
    April 10, 2002                                                                                                                                                                |  |  | (6)[10.4.4] | 
|        | 10.1    |             |  | Amended and Restated Management Agreement, dated
    February 25, 2000, between Dobson Cellular Systems, Inc.
    and of ACC Acquisition LLC                                                                               |  |  | (1)[10.1]   | 
|        | 10.2    |             |  | Amended and Restated Operating Agreement, dated
    February 25, 2000, between Dobson Cellular Systems, Inc.
    (and its affiliates) and ACC Acquisition LLC (and its affiliates)                                         |  |  | (1)[10.2]   | 
|        | 10.3    |             |  | Amended and Restated Operating Agreement, dated
    February 25, 2000, between AT&T Wireless Services, Inc.
    (and its affiliates) and ACC Acquisition LLC (and its affiliates)                                          |  |  | (1)[10.3]   | 
|        | 10.3.1  |             |  | Addendum to Amended and Restated Operating
    Agreement between AT&T Wireless Services, Inc. (and its
    affiliates) and ACC Acquisition, LLC (and its affiliates) dated
    May 8, 2002                                 |  |  | (7)[10.3.1] | 
|        | 10.4    |             |  | Credit Agreement, dated February 25, 2000,
    among American Cellular Corporation, Bank of America, N.A., CIBC
    World Market Corp., Barclays Bank PLC, Lehman Commercial Paper
    Inc., TD Securities Inc. and others |  |  | (1)[10.4]   | 
|        | 10.5*   |             |  | License Agreement, dated October 8, 2001, by
    and between H.O. Systems, Inc. and American Cellular Corporation                                                                                                          |  |  | (5)[10.5]   | 
|        | 10.6*   |             |  | Purchase and License Agreement between Nortel
    Networks, Inc. and Dobson Communications Corporation, dated
    November 16, 2001                                                                                        |  |  | (5)[10.6]   | 
|        | 10.6.1* |             |  | Amendment No. 1 to the Purchase and License
    Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation, dated August 5, 2002                                                                    |  |  | (8)[10.6.1] | 
|        | 10.7    |             |  | Form of License Agreement among Cellular One
    Group and various subsidiaries of American Cellular Corporation                                                                                                           |  |  | (1)[10.7]   | 
|        | 10.8    |             |  | Intercarrier Roamer Service Agreement, dated
    January 23, 1997, between American Cellular Corporation, as
    successor to PriCellular Corporation and United States Cellular
    Corporation                           |  |  | (1)[10.8]   | 
|        | 10.9.1  |             |  | Letter Agreement dated July 5, 2000
    accepting American Cellular Corporation as an affiliate of
    Dobson Cellular Systems, Inc.                                                                                       |  |  | (1)[10.9.1] | 



---



##### Table of Contents



|        |        |             |  |                                                                                                                                                                                                                          |  |  |            | 
|------- | ------ | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  | ---------- | 
|Exhibit |        |             |  | Method                                                                                                                                                                                                                  
|Numbers |        | Description |  | of Filing                                                                                                                                                                                                               
|        |        |             |  |                                                                                                                                                                                                                         
|        | 10.11  |             |  | Intercarrier Roamer Service Agreement, dated
    January 16, 1997, between Licensees and Permittees (as
    defined in the Agreement) and American Cellular Corporation,
    successor to PriCellular Corporation        |  |  | (1)[10.16] | 
|        | 10.12  |             |  | 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                                          |  |  | (3)[10.17] | 
|        | 10.13* |             |  | 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 |  |  | (5)[10.13] | 
|        | 10.14  |             |  | Master Services Agreement between American
    Cellular Corporation and Convergys Information Management Group
    Inc. dated December 1, 2002.                                                                          |  |  | (9)[10.14] | 



---



| |   |                                                                              
| | - | -----------------------------------------------------------------------------
| | * | 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
    March 31, 2001, as the exhibit number indicated in brackets
    and incorporated by reference herein.    
|   
|(3) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 31, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|   
|(4) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-4 (no. 333-63454) as
    the exhibit number indicated in brackets and incorporated by
    reference herein.                     
|   
|(5) | 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.       
|   
|(6) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2002, as the exhibit number indicated in brackets
    and incorporated by reference herein.    
|   
|(7) | Filed as an exhibit to the Registrants
    current report on Form 8-K on May 17, 2002 as the
    exhibit number indicated in brackets and incorporated by
    reference herein.                             
|   
|(8) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 31, 2002, as the exhibit number indicated in
    brackets and incorporated by reference herein.
|   
|(9) | 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.