Exhibit 4.1

                DOBSON COMMUNICATIONS CORPORATION

            CERTIFICATE OF DESIGNATION OF THE POWERS,
               PREFERENCES AND RELATIVE, OPTIONAL
                   AND OTHER SPECIAL RIGHTS OF

                            SERIES AA
                       PREFERRED STOCK AND
      QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF

          Pursuant to Title 18, Section 1032(G) of the
        General Corporation Act of the State of Oklahoma

     Dobson Communications Corporation, a corporation organized
and existing under the General Corporation Act of the State of
Oklahoma (the "Company"), does hereby certify that pursuant to
authority conferred upon the board of directors of the Company
(or any committee of such board of directors, the "Board of
Directors") by its Amended and Restated Certificate of
Incorporation, as amended (hereinafter referred to as the
"Certificate of Incorporation") and pursuant to the provisions of
Title 18, Section 1032(G) of the General Corporation Act of the
State of Oklahoma, said Board of Directors is authorized to issue
Preferred Stock of the Company in one or more classes or series
and the Board of Directors authorized the following Certificate
of Designation:

     1.  Designation.  There is hereby created out of the
authorized and unissued shares of Preferred Stock of the Company
a series of Preferred Stock designated as the "Series AA
Preferred Stock" (the "AA Preferred Stock").  The number of
shares constituting such series shall be 200,000 shares of AA
Preferred Stock, and such shares shall be represented by stock
certificates substantially in the form set forth in Exhibit A
hereto.  The date the AA Preferred Stock is first issued is
referred to as the "Issue Date," regardless of the number of
times transfers of such shares of AA Preferred Stock are made on
records maintained by or for the Company and regardless of the
number of certificates which may be issued to evidence shares of
AA Preferred Stock.

     2.  Rank.  The AA Preferred Stock shall, with respect to
dividend distributions and distributions upon liquidation,
winding-up and dissolution of the Company, rank (i) senior to all
classes of Common Stock of the Company and to each other class of
capital stock or series of Preferred Stock now outstanding or
hereafter created by the Board of Directors other than Parity
Capital Stock (including the Existing Parity Stock) or Senior
Capital Stock (collectively referred to herein, together with all
classes of Common Stock of the Company, as the "Junior Capital
Stock"), (ii) equally with the Existing Parity Stock and with any
class of capital stock or series of Preferred Stock hereafter
created by the Board of Directors the terms of which have been
approved by the Majority Holders in accordance with Section 6(b)
hereof and which expressly provide that such class or series will
rank on a parity with the AA Preferred Stock as to dividend
distributions and distributions upon liquidation, winding-up and
dissolution of the Company (collectively referred to as "Parity
Capital Stock"); and (iii) junior to each class of capital stock
or series of Preferred Stock hereafter created by the Board of
Directors the terms of which have been approved by the Majority
Holders in accordance with Section 6(b) hereof and which
expressly provide that such class or series will rank senior to
the AA Preferred Stock as to dividend distributions and
distributions upon liquidation, winding-up and dissolution of the
Company (collectively referred to as "Senior Capital Stock").

     3.  Dividends.

          a.   The Holders of shares of the AA Preferred Stock
will be entitled to receive, when, as and if dividends are
declared by the Board of Directors, out of funds of the Company
legally available therefor, cumulative dividends in cash on each
outstanding share of AA Preferred Stock accruing (whether or not
earned or declared) at the rate of 5.96% per annum on the sum of
the Liquidation Preference thereof plus all accrued and unpaid
dividends thereon, payable quarterly in arrears on the first
Business Day of each May, August, November and February (each, a
"Dividend Payment Date") to the Holders of record as of a date
not less than 10 and not more than 60 days preceding the relevant
Dividend Payment Date, as fixed by the Board of Directors.
Except as provided herein, accrued but unpaid dividends, if any,
may be paid on such dates as determined by the Board of
Directors.  Dividends payable on the AA Preferred Stock will be
computed on the basis of a 360-day year of twelve 30-day months
and will be deemed to accrue on a daily basis.  Dividends on the
AA Preferred Stock will accrue from and including the Issue Date.
Prior to the fifth anniversary of the Issue Date, no dividends
shall be declared or paid on the AA Preferred Stock other than
upon (x) a voluntary or involuntary liquidation, dissolution or
winding up of the Company in accordance with Section 4 or (y) a
redemption of the AA Preferred Stock pursuant to Section 5.
Commencing on the first Dividend Payment Date after the fifth
anniversary of the Issue Date, dividends on the AA Preferred
Stock shall be paid, at the Company's option, in cash, in shares
of Class A Common Stock (each share of Class A Common Stock
valued for such purpose at the Closing Price of the Class A
Common Stock on the Trading Day immediately preceding the record
date for the payment of such dividends), or a combination
thereof.

          b.  Dividends on the outstanding AA Preferred Stock
will accrue whether or not the Company has earnings or profits,
whether or not there are funds legally available for the payment
of such dividends and whether or not dividends are declared.
Dividends which have accrued on a share of AA Preferred Stock
will accumulate to the extent they are not paid on the Dividend
Payment Date for the Dividend Period to which they relate and
shall remain accumulated dividends with respect to such share of
AA Preferred Stock until paid to the Holder thereof.

          c.  No dividend whatsoever shall be declared or paid
upon, or any sum set apart for the payment of dividends upon, any
outstanding share of the AA Preferred Stock with respect to any
Dividend Period unless all dividends for all preceding Dividend
Periods have been declared and paid upon, or declared and a
sufficient sum set apart for the payment of such dividend upon,
all outstanding shares of AA Preferred Stock.  All dividends paid
with respect to shares of the AA Preferred Stock pursuant to this
Section 3 shall be paid pro rata to the Holders entitled thereto.

          d.  (i)  So long as the Original Investor owns at
least 100,000 shares of AA Preferred Stock, without the
affirmative vote or consent of the Majority Holders, except as
otherwise provided in this Section 3(d), (A) no dividends or
other distributions shall be declared or paid upon, or any sum
set apart for the payment of any dividends or other distributions
upon, the shares of Junior Capital Stock (or any warrants,
rights, calls or options exercisable for or convertible into
Junior Capital Stock) held by the Existing Major Stockholder or
an Existing Major Stockholder Affiliate and (B) no shares of
Junior Capital Stock (or any warrants, rights, calls or options
exercisable for or convertible into any Junior Capital Stock)
shall be purchased, redeemed or otherwise acquired or retired for
value by the Company from the Existing Major Stockholder or an
Existing Major Stockholder Affiliate; and (C) no monies shall be
paid into or set apart or made available for a sinking or other
like fund for the purchase, redemption or other acquisition or
retirement for value by the Company of any shares of Junior
Capital Stock (or any warrants, rights, calls or options
exercisable for or convertible into any Junior Capital Stock by
the Company) from the Existing Major Stockholder or an Existing
Major Stockholder Affiliate.

         (ii) Notwithstanding the foregoing provisions of this
Section 3(d), the Company shall be entitled, without any consent
or approval of the Majority Holders being required, to declare
and pay stock dividends in shares of Common Stock on the Common
Stock held by the Existing Major Stockholder or an Existing Major
Stockholder Affiliate so long as pro rata stock dividends are
being declared and paid on all classes of Common Stock then
outstanding.

     4.  Liquidation Rights.  Upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, after
payment in full of the outstanding debt obligations of the
Company, each Holder of shares of the AA Preferred Stock shall be
entitled to payment (before any distribution is made on any
Junior Capital Stock, including, without limitation, Common Stock
of the Company) out of the assets of the Company available for
distribution, an amount equal to the aggregate Liquidation
Preference of all shares of AA Preferred Stock held by such
Holder plus an amount equal to the accrued and unpaid dividends
thereon to the date fixed for liquidation, dissolution, or
winding up.  If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Company the amounts available
for payment to the Holders of AA Preferred Stock and the holders
of Parity Capital Stock are not sufficient to pay in full the
Liquidation Amount to the Holders of AA Preferred Stock and the
preferential amounts due the holders of Parity Capital Stock, the
Holders of the AA Preferred Stock and the holders of Parity
Capital Stock shall share equally and ratably in any distribution
of assets of the Company in proportion to the full liquidation
preference, including accumulated and unpaid dividends, to which
each is entitled.  Not less than 10 days prior to the payment
date stated therein, the Company shall mail written notice of any
such liquidation, dissolution or winding up to each record holder
of AA Preferred Stock, setting forth in reasonable detail the
amount of proceeds to be paid with respect to each share of AA
Preferred Stock, each share of Parity Capital Stock and each
share of Junior Capital Stock in connection with such
liquidation, dissolution or winding up.  Neither the voluntary
sale, conveyance, exchange or transfer (for cash, shares of
stock, securities or other consideration) of all or substantially
all of the property or assets of the Company, nor the
consolidation or merger of the Company with or into one or more
entities nor the reduction of the capital stock of the Company
nor any other form of recapitalization or reorganization
affecting the Company will be deemed to be a voluntary or
involuntary liquidation, dissolution or winding up of the
Company, unless such sale, conveyance, exchange, transfer,
consolidation or merger shall be in connection with the
liquidation, dissolution or winding up of the Company.

     5.  Redemption.

          a.   (i)  On the tenth (10th) anniversary of the Issue
Date (the "Redemption Date"), the Company shall redeem from any
source of funds legally available therefore, in the manner
provided in this Section 5 (a "Mandatory Redemption"), each share
of AA Preferred Stock then outstanding at a redemption price
equal to the Liquidation Preference, plus accrued and unpaid
dividends thereon (including an amount equal to a prorated
dividend for the Dividend Period from the Dividend Payment Date
immediately prior to the Redemption Date to the Redemption Date)
(the "Redemption Price").

          (ii) The Company shall mail written notice (the
"Mandatory Redemption Notice") of the Mandatory Redemption to
each record Holder of AA Preferred Stock not more than 60 nor
less than 30 days prior to the Redemption Date.  The Mandatory
Redemption Notice shall state:  (A) the Redemption Price; (B) the
total number of shares of AA Preferred Stock being redeemed; (C)
the number of shares of AA Preferred Stock held, as of the
appropriate record date, by the Holder that the Company intends
to redeem; (D) the Redemption Date; (E) that the Holder is to
surrender to the Company, at the place or places where
certificates for shares of AA Preferred Stock are to be
surrendered for redemption, in the manner and at the price
designated, its certificate or certificates representing the
shares of AA Preferred Stock to be redeemed; and (F) that
dividends on the shares of the AA Preferred Stock to be redeemed
shall cease to accrue on the Redemption Date unless the Company
defaults in the payment of the Redemption Price.

          (iii)     Each Holder of AA Preferred Stock shall
surrender the certificate or certificates representing such
shares of AA Preferred Stock to the Company, duly endorsed, in
the manner and at the place designated in the Mandatory
Redemption Notice and on the Redemption Date.  The full
Redemption Price for such shares of AA Preferred Stock shall be
payable in cash to the Person whose name appears on such
certificate or certificates as the owner thereof, and each
surrendered certificate shall be canceled and retired.

          (iv) Unless the Company defaults in the payment in full
of the Redemption Price, dividends on the AA Preferred Stock
called for Mandatory Redemption shall cease to accumulate on the
Redemption Date, and the Holders of such redeemed shares shall
cease to have further rights with respect thereto, from and after
the Redemption Date, other than the right to receive the
Redemption Price, without interest.

          b.   (i)  Within 30 days following the occurrence of a
Change in Control, the Company shall be required (subject to any
contractual and other restrictions with respect thereto existing
on the Issue Date and the legal availability of funds therefor)
to make an offer to each Holder of AA Preferred Stock to purchase
(the "Change in Control Offer") all of each Holder's AA Preferred
Stock as of the date that is not more than 40 days after the date
of mailing of such Change in Control Offer (such date, the
"Change in Control Redemption Date") for a purchase price equal
to 101% of the Liquidation Preference (together with accrued and
unpaid dividends to but not including the Change in Control
Redemption Date) (the "Change in Control Redemption Price").
Notwithstanding the foregoing, the Company shall not be required
to redeem each share of AA Preferred Stock following a Change in
Control if any Indebtedness outstanding as of the Issue Date
which would prohibit such redemption is outstanding upon the
occurrence of a Change in Control, until such Indebtedness is
repaid, redeemed or repurchased in full, in which case the date
on which all such Indebtedness is so repaid, redeemed or
repurchased, will, under this Certificate of Designation, be
deemed to be the date upon which such Change in Control shall
have occurred.  Further, the Company shall not be obligated to
repurchase or redeem any of the AA Preferred Stock pursuant to a
Change in Control Offer prior to the Company's repurchase of any
shares of Existing Parity Stock required to be purchased pursuant
to the offer to purchase required to be made to the holders of
Existing Parity Stock upon a "change in control" as provided in
the 12-1/4% Preferred Certificate of Designation and in the 13%
Preferred Certificate of Designation (the "Existing Parity Change
in Control Offer").  Notwithstanding the foregoing provisions of
this Section 5(b), in lieu of making a Change in Control Offer,
the Company may, but shall not be obligated to, elect to redeem
all of each Holder's shares of AA Preferred Stock as of a date
not more than 70 days after the Change in Control (the "Payment
Date") for the Change in Control Redemption Price (the "Change in
Control Redemption") in accordance with the provisions of this
Section 5(b); provided, however, if the Company elects a Change
in Control Redemption and has made an Existing Parity Change in
Control Offer, then the Payment Date shall be the same date the
Company is obligated to purchase Existing Parity Stock pursuant
to the Existing Parity Change in Control Offer.

          (ii) If the Company elects to make a Change in Control
Offer, the Company shall mail written notice to each Holder of AA
Preferred Stock (the "Offer to Purchase") no more than 30 days
following the Change in Control stating:  (A) the offer is being
made pursuant to this Section 5(b) and that all AA Preferred
Stock validly tendered will be accepted for payment on a pro rata
basis; (B) the Change in Control Redemption Price and the date
the Company will purchase the AA Preferred Stock tendered (which
shall be a Business Day no earlier than 30 days nor later than 40
days from the date such notice is mailed); (C) that any AA
Preferred Stock not tendered will continue to accrue dividends
pursuant to its terms; (D) that, unless the Company defaults in
the payment of the Change in Control Redemption Price, any AA
Preferred Stock accepted for payment pursuant to the Offer to
Purchase shall cease to accrue dividends on and after the Change
in Control Redemption Date; (E) that Holders electing to have AA
Preferred Stock purchased pursuant to the Offer to Purchase will
be required to surrender the AA Preferred Stock to the Company or
its agent at the address specified in the Offer to Purchase prior
to the close of business on the Business Day immediately
preceding the Change in Control Redemption Date, (F) that Holders
will be entitled to withdraw their election if the Company
receives, not later than the close of business on the third
Business Day immediately preceding the Change in Control
Redemption Date, a telegram, facsimile transmission or letter
setting forth the name of such Holder, the Change in Control
Redemption Price of the AA Preferred Stock delivered for purchase
and a statement that such Holder is withdrawing its election to
have such AA Preferred Stock purchased; and (G) that Holders
whose AA Preferred Stock is being purchased only in part will be
issued new shares of AA Preferred Stock equal in Liquidation
Preference to the unpurchased portion of the AA Preferred Stock
surrendered; provided that each share of AA Preferred Stock
purchased and each new share of AA Preferred Stock issued shall
be in a Liquidation Preference of $1,000 or integral multiples
thereof.

          On the Change in Control Redemption Date, the Company
shall (x) accept for payment on a pro rata basis AA Preferred
Stock or portions thereof validly tendered pursuant to an Offer
to Purchase and (y) pay the Holder the Change of Control
Redemption Price of all AA Preferred Stock or portions thereof so
accepted.  The Company shall promptly mail to such Holders new
shares of AA Preferred Stock equal in Liquidation Preference to
any unpurchased portion of the AA Preferred Stock surrendered;
provided that each share of AA Preferred Stock purchased and each
new share of AA Preferred Stock issued shall be in a Liquidation
Preference of $1,000 or integral multiples thereof.

          (iii) If the Company elects to make a Change in
Control Redemption, the Company shall mail written notice (the
"Change in Control Redemption Notice") of the Change in Control
Redemption to each record Holder of AA Preferred Stock no more
than 30 days following the Change in Control.  The Change in
Control Redemption Notice shall state:  (A) the Change in Control
Redemption Price; (B) the total number of shares of AA Preferred
Stock being redeemed: (C) the number of shares of AA Preferred
Stock held, as of the appropriate record date, by the Holder that
the Company intends to redeem; (D) the Payment Date; (E) that the
Holder is to surrender to the Company, at the place or places
where certificates for shares of AA Preferred Stock are to be
surrendered for redemption, in the manner and at the price
designated, its certificate or certificates representing the
shares of AA Preferred Stock to be redeemed; and (F) that
dividends on the shares of the AA Preferred Stock to be redeemed
shall cease to accrue on the Payment Date unless the Company
defaults in the payment of the Change in Control Redemption
Price.

     Each holder of AA Preferred Stock shall surrender the
certificate or certificates representing such shares of AA
Preferred Stock to the Company, duly endorsed, in the manner and
at the place designated in the Change in Control Redemption
Notice and on the Payment Date.  The full Change in Control
Redemption Price for such shares of AA Preferred Stock shall be
payable in cash to the Person whose name appears on such
certificate or certificates as the owner thereof, and each
surrendered certificate shall be canceled and retired.  Unless
the Company defaults in the payment in full of the Change in
Control Redemption Price, dividends on the AA Preferred Stock
called shall cease to accumulate on the Payment Date, and the
Holders of such redeemed shares shall cease to have further
rights with respect thereto, from and after the Payment Date,
other than the right to receive the Change in Control Redemption
Price, without interest.

          c.   (i)  Subject to the rights of holders of any
Senior Capital Stock then outstanding, if the funds of the
Company legally available for redemption of shares of AA
Preferred Stock and other Parity Capital Stock mandatorily
redeemable by the Company on the Redemption Date or the Change in
Control Redemption Date, as applicable, are insufficient to
redeem the total number of shares to be redeemed on such date,
those funds which are legally available shall be used to redeem
the maximum possible number of shares pro rata among the Holders
of the shares of AA Preferred Stock and such Parity Capital Stock
based upon the full amount payable by the Company to the Holders
of AA Preferred Stock and the holders of such Parity Capital
Stock on such Redemption Date or Change in Control Redemption
Date, as the case may be.  At any time thereafter when additional
funds of the Company are legally available for the redemption of
shares of AA Preferred Stock and such Parity Capital Stock, such
funds shall immediately be used to redeem the balance of the
shares which the Company has become obligated to redeem on the
Redemption Date or the Change in Control Redemption Date, as
applicable, but which it has not redeemed.

          (ii) The Company shall not, nor shall it permit any
Subsidiary to, redeem or otherwise acquire any shares of AA
Preferred Stock, except as expressly authorized herein or
pursuant to a purchase offer made pro rata to all Holders of AA
Preferred Stock on the basis of the number of shares owned by
each such Holder.

     6.  Voting Rights.

          a.   Except as otherwise provided herein or as required
by law, a Holder of AA Preferred Stock, in its capacity as such,
shall not be entitled to vote on any matter.  The Holders of AA
Preferred Stock shall not be entitled to notice of any
stockholder meetings except as may be required by law.

          b.   (i)  The Company may not, without the affirmative
vote or consent of the Original Holder (for so long as the
Original Holder holds the majority of the AA Preferred Stock
issued to it on the Issue Date):

            (A) amend, supplement, modify, terminate, waive or
restate any of the provisions of its Certificate of Incorporation
or its By-Laws or other preferred stock agreements, or any other
agreement entered into with respect to the Capital Stock or
equity securities of the Company in a way which would materially
adversely affect the rights, preferences, privileges or voting
rights of the shares of AA Preferred Stock, other than in
connection with the issuance of Special Parity Stock permitted by
subsection (B) below;

            (B) authorize, create, issue, modify the material
terms of, or change the amount of authorized or issued shares of,
(x) any Senior Capital Stock (or any securities convertible into
or exchangeable for any Senior Capital Stock), or (y) any Parity
Capital Stock (or any securities convertible into or exchangeable
for any Parity Capital Stock), or (z) Indebtedness that by its
terms is convertible or exchangeable into Senior Capital Stock or
Parity Capital Stock (or any securities convertible into or
exchangeable for Senior Capital Stock or Parity Capital Stock),
other than (aa) payments of dividends on the Existing Parity
Stock in additional shares of Existing Parity Stock in accordance
with the Certificates of Designation of the Existing Parity Stock
and (bb) the authorization, creation and issuance of Special
Parity Stock within 90 days after the Issue Date;

            (C) effect (y) any liquidation, dissolution or
winding up of the Company or (z) any reorganization of the
Company into a partnership or limited liability company or any
other non-corporate entity, which would result in the Company
being treated as a partnership for federal income tax purposes;

            (D) enter into any agreement, transaction, commitment
or arrangement with its officers, directors, senior executives,
any holder of 5% or more of the Voting Stock of the Company or
any of their respective Affiliates unless such agreement,
transaction, commitment or arrangement is (x) in the ordinary
course of the Company's business on fair and reasonable terms no
less favorable to the Company than could be obtained at the time
of such transaction, or if pursuant to a written agreement, at
the time of execution of such agreement providing therefor, in a
comparable arms-length transaction, and, in each case, has been
approved or ratified by a majority of the disinterested members
of the Board of Directors following the disclosure to the Board
of Directors of such affiliate relationship or (y) those which
are in existence as of the Issue Date.

          (ii) Notwithstanding the foregoing provisions of this
Section 6(b), the creation, authorization or issuance of any
shares of any Junior Capital Stock, or the increase or decrease
in the amount of authorized Junior Capital Stock of any class
shall not require the affirmative vote or consent of the Majority
Holders and shall not be deemed to materially affect adversely
the rights, preferences, privileges or voting rights of shares of
AA Preferred Stock.

          (iii) Notwithstanding the foregoing, the provisions
of Sections 6(b)(i) shall cease to apply and shall be of no
further force or effect at such times as the Original Holder
holds less than a majority of the AA Preferred Stock issued to it
on the Issue Date.

          c.   In any case in which the Holders of AA Preferred
Stock shall be entitled to vote pursuant hereto or pursuant to
Oklahoma law, each Holder of AA Preferred Stock entitled to vote
with respect to such matters shall be entitled to one vote for
each share of AA Preferred Stock held.

     7.  Preemptive Rights.  No shares of AA Preferred Stock
shall have any rights of preemption whatsoever as to any
securities of the Company, or any warrants, rights or Options
issued or granted with respect thereto, regardless of how such
securities or such warrants, rights or Options may be designated,
issued or granted, except as may otherwise be set forth in an
agreement between the Company and one or more stockholders of the
Company.

     8.  Reissuance of AA Preferred Stock.  Shares of AA
Preferred Stock redeemed or that have been reacquired in any
manner shall not be reissued as shares of AA Preferred Stock and
shall (upon compliance with any applicable provisions of the laws
of Oklahoma) have the status of authorized and unissued shares of
Preferred Stock of the Company undesignated as to series and may
be redesignated and reissued as part of any series of Preferred
Stock of the Company; provided, however, that so long as any
shares of AA Preferred Stock are outstanding, any issuance of
such shares must be in compliance with the terms hereof.

     9.  Business Day.  If any payment, redemption or conversion
shall be required by the terms hereof to be made on a day that is
not a Business Day, such payment, redemption or conversion shall
be made on the immediately succeeding Business Day.

     10. Amendment, Supplement and Waiver.  (a)  The Company may
amend this Certificate of Designation with the affirmative vote
or written consent of the Majority Holders (including votes or
consents obtained in connection with a tender offer or exchange
offer for the AA Preferred Stock) and, except as otherwise
provided by applicable law, any past default or failure to comply
with any provision of this Certificate of Designation may also be
waived with the affirmative vote or written consent of the
Majority Holders.  Notwithstanding the foregoing, however,
without the written consent of each Holder affected, an amendment
or waiver may not (with respect to any shares of the AA Preferred
Stock held by a non-consenting Holder):  (i) alter the voting
rights with respect to the AA Preferred Stock or reduce the
number of shares of the AA Preferred Stock whose Holders must
consent to an amendment, supplement or waiver, (ii) reduce the
Liquidation Preference of any share of the AA Preferred Stock,
(iii) reduce the rate of or change the time for payment of
dividends on any share of the AA Preferred Stock, (iv) make any
share of the AA Preferred Stock payable in money other than
United States dollars, (v) make any change in the provisions of
this Certificate of Designation relating to waivers of the rights
of Holders of the AA Preferred Stock to receive the Liquidation
Preference or (vi) make any change in the foregoing amendment and
waiver provisions.

         (b)  No change in the terms of this Certificate of
Designation may be accomplished by merger or consolidation of the
Company with another corporation or entity unless the Company has
obtained the prior written consent of the holders of the
applicable number of shares of AA Preferred Stock then
outstanding.

     11. Transfer and Exchange.  When AA Preferred Stock is
presented to the Company with a request to register the transfer
of such AA Preferred Stock or to exchange such AA Preferred Stock
for an equal number of shares of AA Preferred Stock of other
authorized denominations, the Company shall register the transfer
or make the exchange and execute and deliver (at the Company's
expense) a new certificate or certificates in exchange therefor
representing in the aggregate the number of shares of AA
Preferred Stock represented by the surrendered certificate(s) as
requested if its reasonable requirements for such transaction are
met and such transfer or exchange is in compliance with
applicable laws or regulations.  Dividends shall accrue on the AA
Preferred Stock represented by any such new certificate delivered
from the date to which dividends have been fully paid on such AA
Preferred Stock represented by the surrendered certificate(s).

     12. Replacement.  Upon receipt of evidence reasonably
satisfactory to the Company (an affidavit of the registered
holder shall be satisfactory) of the ownership and the loss,
theft, destruction or mutilation of any certificate evidencing
shares of AA Preferred Stock, and in the case of any such loss,
theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Company (provided that if the holder is a
financial institution or other institutional investor its own
agreement shall be satisfactory), or, in the case of any such
mutilation upon surrender of such certificate, the Company shall
(at its expense) execute and deliver in lieu of such certificate
a new certificate of like kind representing the number of shares
of such class represented by such lost, stolen, destroyed or
mutilated certificate and dated the date of such lost, stolen,
destroyed or mutilated certificate, and dividends shall accrue on
the AA Preferred Stock represented by such new certificate from
the date to which dividends have been fully paid on such lost,
stolen, destroyed or mutilated certificate.

     13. Certain Definitions.  As used in this Certificate of
Designation, the following terms shall have the following
meanings (and (1) terms defined in the singular have comparable
meanings when used in the plural and vice versa, (2) "including"
means including without limitation, (3) "or" is not exclusive and
(4) an accounting term not otherwise defined has the meaning
assigned to it in accordance with United States generally
accepted accounting principles as in effect on the Issue Date and
all accounting calculations will be determined in accordance with
such principles), unless the content otherwise requires:

     "12-1/4%  Preferred Certificate of Designation" means the
Certificate of Designation of the Powers, Preferences and
Relative, Optional and Other Special Rights of each series of the
Company's 12-1/4% Senior Exchangeable Preferred Stock due 2008 as
in effect on the date hereof, and which constitutes part of the
Certificate of Incorporation.

     "13% Preferred Certificate of Designation" means the
Certificate of Designation of the Powers, Preferences and
Relative, Optional and Other Special Rights of the Company's 13%
Senior Exchangeable Preferred Stock Mandatorily Redeemable 2009
and the Qualifications, Limitations and Preferences thereof, as
in effect on the date hereof, and which constitutes part of the
Certificate of Incorporation.

     "AA Preferred Stock" has the meaning given such term in
Section 1 hereof.

     "Affiliate" means, as applied to the Company, any Person
directly or indirectly controlling, controlled by or under direct
or indirect common control with Company.

     "Board of Directors" has the meaning given such term in
Paragraph 1 hereof.

     "Business Day" means each day which is not a Sunday,
Saturday or legal holiday in the State of Oklahoma.

     "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participation
or other equivalents of or interests in (however designated)
equity of such Person, including any Preferred Stock, but
excluding any debt securities convertible into or exchangeable
for such equity.

     "Certificate of Designation" means this Certificate of
Designation of the Powers, Preferences and Relative, Optional and
Other Special Rights of Series AA Preferred Stock and the
Qualification, Limitations and Restrictions thereof.

     "Certificate of Incorporation" has the meaning given such
term in Paragraph 1 hereof.

     "Change in Control" means (i) any "person" or "group"
(within the meaning of Section 13(d) or 14(d)(ii) on the Exchange
Act) other than the Original Holder becomes the ultimate
"beneficial owner" (as defined in Rule 13D-3 under the Exchange
Act) of more than 35% of the total voting power of the Voting
Stock of the Company on a fully diluted basis and such ownership
represents a greater percentage of the total voting power of the
Voting Stock of the Company, on a fully diluted basis, than is
held by the Existing Stockholder and its Affiliates on such date
or (ii) individuals who on the Issue Date constitute the Board of
Directors (together with any new directors whose election to the
Board of Directors or whose nomination for election by the
Company's stockholders was approved by a vote of at least a
majority of the members of the Board of Directors then in office
who either were members of the Board of Directors on the Issue
Date or whose election or nomination for election was previously
so approved) cease for any reason to constitute a majority of the
members of the Board of Directors then in office, or (iii) the
sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation) in one or a series of
related transactions, of all or substantially all the combined
assets of the Company and its Restricted Subsidiaries taken as a
whole, to any Person other than a Wholly Owned Subsidiary or the
Existing Stockholder or any Affiliates thereof or (iv) the
adoption by the Board of Directors of a plan of liquidation or
dissolution of the Company.

     "Change in Control Offer" has the meaning given such term
in Section 5(b)(i) hereof.

     "Change in Control Redemption" has the meaning given such
term in Section 5(b)(i) hereof.

     "Change in Control Redemption Date" has the meaning given
such term in Section 5(b)(i) hereof.

     "Change in Control Redemption Notice" has the meaning given
such term in Section 5(b)(iii) hereof.

     "Change in Control Redemption Price" has the meaning given
such term in Section 5(b)(i) hereof.

     "Class A Common Stock" means the Class A Common Stock, par
value $.001 per share, of the Company.

     "Class B Common Stock" means the Class B Common Stock, par
value $.001 per share, of the Company.

     "Class C Common Stock" means the Class C Common Stock, par
value $.001 per share, of the Company.

     "Class D Common Stock" means the Class D Common Stock, par
value $.001 per share, of the Company.

     "Closing Price" means on any day the reported last sale
price on such day, or in case no sale takes place on such day,
the average of the reported closing bid and ask prices on the
principal national securities exchange (which shall include
NASDAQ) on which such stock is listed or admitted to trading (and
if the Class A Common Stock is listed or admitted to trading on
more than one U.S. national or non-U.S. securities exchange, the
Company shall determine, in its reasonable discretion, the
principal securities exchange on which such Class A Common Stock
is listed or admitted to trading), or if not listed or admitted
to trading on any securities exchange, the average of the closing
bid and ask prices as furnished by any independent registered
broker-dealer firm, selected by the Company for that purpose, in
each case adjusted for any stock split during the relevant
period.

     "Common Stock" means, collectively, the Class A Common
Stock, the Class B Common Stock, the Class C Common Stock and the
Class D Common Stock and any other class of Capital Stock
authorized to be issued by the Company after the Issue Date which
is not Preferred Stock of the Company.

     "Company" has the meaning given such term in Paragraph 1
hereof.

     "Convertible Securities" means any stock or securities
directly or indirectly convertible into or exchangeable for
Common Stock.

     "Dividend Payment Date" has the meaning given such term in
Section 3(a) hereof.

     "Dividend Period" means the Dividend Period commencing on
each February 1, May 1, August 1 and November 1 and ending on the
day before the following Dividend Period; provided however that
the first such Dividend Period shall commence on the Issue Date.

     "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

     "Existing Parity Change in Control Offer" has the meaning
given such term in Section 5(b)(i).

     "Existing Parity Stock" means (i) the Company's 12-1/4%
Senior Exchangeable Preferred Stock due 2008, (ii) the Company's
13% Senior Exchangeable Preferred Stock Mandatorily Redeemable
2009 and (iii) the Company's Series A Convertible Preferred
Stock.

     "Existing Major Stockholder" means Dobson CC Limited
Partnership, an Oklahoma limited partnership.

     "Existing Major Stockholder Affiliate" means, as applied to
the Existing Major Stockholder, any Person directly or indirectly
controlled by Everett R. Dobson.  For purposes of this
definition, a Family Member shall be considered an Existing Major
Stockholder Affiliate.

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

     "GAAP" means generally accepted accounting principles in
the United States of America as in effect as of the Closing Date,
including, without limitation, those set forth in the opinions
and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or
in such other statements by such other entity as approved by a
significant segment of the accounting profession.

     "Holders" means the holders from time to time of shares of
AA Preferred Stock, and the term "Holder" means any one of them.

     "Indebtedness" means, with respect to any Person at any
date of determination (without duplication), (i) all indebtedness
of such Person for borrowed money, and (ii) all obligations of
such Person evidenced by bonds, debentures, notes or other
similar instruments; provided (A) that the amount outstanding at
any time of any Indebtedness issued with original issue discount
is the face amount of such Indebtedness less the unamortized
portion of the original issue discount of such Indebtedness at
the time of its issuance as determined in conformity with GAAP,
(B) money borrowed at the time of the Incurrence of any
Indebtedness in order to pre-fund the payment of interest on such
Indebtedness shall be deemed not to be "Indebtedness" and (C)
that Indebtedness shall not include any liability for federal,
state, local or other taxes.

     "Issue  Date" has the meaning given such term in  Section  1
hereof.

     "Junior Capital Stock" has the meaning given such  term  in
Section 2 hereof.

     "Liquidation Preference" means, in respect of each share of
AA Preferred Stock, the sum of One Thousand Dollars ($1,000.00),
appropriately adjusted for stock splits, stock dividends,
recapitalizations and the like with respect to the AA Preferred
Stock.

     "Majority Holders" means as of a given date, the Holders  of
a  majority  of  the shares of AA Preferred Stock outstanding  on
such date.

     "Mandatory  Redemption" has the meaning given such  term  in
Section 5(a)(i) hereof.

     "Mandatory  Redemption Notice" has the  meaning  given  such
term in section 5(a)(ii) hereof.

     "NASDAQ"   means  the  National  Association  of  Securities
Dealers Automated Quotation System.

     "Offer  to  Purchase" has the meaning  given  such  term  in
Section 5(b)(ii) hereof.

     "Options" means any rights, warrants or options to
subscribe for or purchase Common Stock or Convertible Securities.

     "Original Holder" means AT&T Wireless Services Inc. and its
Affiliates.

     "Parity Capital Stock" has the meaning given such term in
Section 2 hereof.

     "Payment Date" has the meaning given such term in Section
5(b)(i) hereof.

     "Person" means any individual, corporation, partnership,
joint venture, limited liability company, association, joint-
stock company, trust, unincorporated organization, government or
any agency or political subdivision thereof or any other entity.

     "Preferred Stock", as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however
designated) which is preferred as to the payment of dividends, or
as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such corporation, over
shares of Capital Stock of any other class of such corporation.

     "Redemption Date" has the meaning given such term in
Section 5(a)(i) hereof.

     "Redemption Price" has the meaning given such term in
Section 5(a)(i) hereof.

     "Senior Capital Stock" has the meaning given in Section 2.

     "Series A Convertible Preferred Stock" means the Company's
Series A Convertible Preferred Stock, par value $1.00 each.

     "Special Parity Stock" means shares of Preferred Stock of
the Company authorized for issue by the Board of Directors the
material powers, preferences and relative, optional and other
rights of which are, taken as a whole, no more favorable to the
holder thereof as those of the AA Preferred Stock and which
expressly provide that such shares rank on a parity with the AA
Preferred Stock as to dividend distributions and distributions
upon liquidation, winding-up and dissolution of the Company;
provided, if such shares are being issued pursuant to the
conversion provisions of any Indebtedness or Convertible
Securities, such shares will constitute Special Parity Stock only
if the issuance of such Indebtedness or Convertible Securities
shall have been approved by the Majority Holders.

     "Subsidiary"/"Subsidiaries" means any corporation,
partnership, limited liability company, association or other
business entity of which (i) if a corporation, a majority of the
total voting power of shares of stock entitled (without regard to
the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by the Company or one or more
of the other Subsidiaries of the Company or a combination
thereof, or (ii) if a partnership, limited liability company,
association or other business entity, a majority of the ownership
interests therein is at the time owned or controlled, directly or
indirectly, by the Company or one or more Subsidiaries of that
person or a combination thereof.  For purposes hereof, the
Company shall be deemed to have a majority ownership interest in
a partnership, limited liability company, association or other
business entity if the Company shall be allocated a majority of
partnership, limited liability company, association or other
business entity gains or losses or shall be or control the
managing general partner of such partnership, association or
other business entity or a manager of such limited liability
company.

     "Trading Day" means, in respect of any securities exchange
or securities market, each Monday, Tuesday, Wednesday, Thursday
and Friday, other than any day on which securities are not traded
on the applicable securities exchange or in the applicable
securities market.

     "Voting  Stock"  means, with respect to any Person,  capital
stock  of any class or kind ordinarily having the power  to  vote
for  the  election of directors, managers or other voting members
of the governing body of such Person.

     IN WITNESS WHEREOF, said Dobson Communications Corporation,
has caused this Certificate of Designation to be signed by
Everett R. Dobson, its Chief Executive Officer, this 8th day of
February, 2001.

                             DOBSON COMMUNICATIONS CORPORATION

                               By     EVERETT R. DOBSON
                               Name:  Everett R. Dobson
                               Title:  Chief Executive Officer
<PAGE>
                            EXHIBIT A


                FORM OF SERIES AA PREFERRED STOCK


                        FACE OF SECURITY


          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES.  SUCH SHARES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OTHER THAN PURSUANT TO AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.


Certificate Number                  Number of Shares of Series AA
                                                  Preferred Stock


                 Series AA Preferred Stock (par
           value $1.00 (Liquidation Preference $1,000
             per share of Series AA Preferred Stock)

                               of

                Dobson Communications Corporation

     Dobson Communications Corporation, an Oklahoma corporation
(the "Company"), hereby certifies that __________ (the "Holder")
is the registered owner of ________ fully paid and non-assessable
preferred securities of the Company designated the Series AA
Preferred Stock (par value $1.00) (liquidation preference $1,000
per share of AA Preferred Stock) (the "AA Preferred Stock").  The
designation, rights, privileges, restrictions, preferences and
other terms and provisions of the AA Preferred Stock represented
hereby are issued and shall in all respects be subject to the
provisions of the Certificate of Designation dated _________,
2001, as the same may be amended from time to time (the
"Certificate of Designation").  Capitalized terms used herein but
not defined shall have the meaning given them in the Certificate
of Designation.  The Company will provide a copy of the
Certificate of Designation to a Holder without charge upon
written request to the Company at its principal place of
business.

     Reference is hereby made to select provisions of the AA
Preferred Stock set forth on the reverse hereof, and to the
Certificate of Designation, which select provisions and the
Certificate of Designation shall for all purposes have the same
effect as if set forth at this place.

     Upon receipt of this certificate, the Holder is bound by
the Certificate of Designation and is entitled to the benefits
thereunder.

     IN WITNESS WHEREOF, the Company has executed this
certificate this ____ day of ________, 2001

                              DOBSON COMMUNICATIONS CORPORATION


                              By:
                                 Name:
                                 Title:



                              By:
                                 Name:
                                 Title:
<PAGE>
                      REVERSE OF SECURITY


     Dividends on each share of AA Preferred Stock shall be
payable at a rate per annum set forth in the face hereof or as
provided in the Certificate of Designation.

     The shares of AA Preferred Stock shall be redeemable as
provided in the Certificate of Designation.

     As required under Oklahoma law, the Company shall furnish
to any Holder upon request and without charge, a full summary
statement of the designations, voting rights preferences,
limitations and special rights of the shares of each class or
series authorized to be issued by the Company so far as they have
been fixed and determined and the authority of the Board of
Directors to fix and determine the designations, voting rights,
preferences, limitations and special rights of the class and
series of shares of the Company.