DOBSON COMMUNICATIONS CORP - 10-Q Quarterly Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the Quarterly Period Ended June 30, 2004

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from to

Commission file number. 000-29225

Dobson Communications Corporation

(Exact name of registrant as specified in its charter)


Oklahoma		73-1513309
(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 þ No o

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

As of August 3, 2004, there were 114,372,409 shares of registrant’s $.001 par value Class A Common Stock outstanding and 19,418,021 shares of the registrant’s $.001 par value Class B Common Stock outstanding.

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

INDEX TO FORM 10-Q


Item
Number		Page

PART I. FINANCIAL INFORMATION
1	Condensed Consolidated Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets as of June 30, 2004 and December 31, 2003.		2
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2004 and 2003.		3
	Condensed Consolidated Statement of Stockholders’ Equity for the Six Months Ended June 30, 2004.		4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2004 and 2003		5
	Notes to Condensed Consolidated Financial Statements		6
2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
3	Quantitative and Qualitative Disclosures About Market Risk		33
4	Controls and Procedures		33
PART II. OTHER INFORMATION
1	Legal Proceedings		34
2	Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities		34
3	Defaults Upon Senior Securities		34
4	Submission of Matters to a Vote of Security Holders		34
5	Other Information		35
6	Exhibits and Reports on Form 8-K		35
Certificate of Retirement of Preferred Stock
Certification by our Chairman and CEO
Certification by our CFO
Section 1350 Certification by our Chairman and CEO
Section 1350 Certification by our CFO

PART I. FINANCIAL INFORMATION


Item 1.	*Financial Statements*

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


				June 30,			December 31,
				2004			2003

				(Unaudited)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	99,624,676		$	208,239,339
	Restricted cash and investments				—			11,343,618
	Accounts receivable				91,889,817			97,318,214
	Inventory				18,687,652			12,393,910
	Prepaid expenses and other				15,007,029			7,618,961
	Deferred income taxes				17,637,000			17,637,000

		Total current assets			242,846,174			354,551,042

PROPERTY, PLANT AND EQUIPMENT, net (Note 6)					562,544,284			536,634,360

OTHER ASSETS:
	Restricted assets				4,451,346			4,171,009
	Wireless license acquisition costs				1,774,493,143			1,759,350,684
	Goodwill				608,533,403			603,450,987
	Deferred financing costs, net				48,593,400			51,368,901
	Customer list, net				93,993,420			94,380,262
	Other non-current assets				3,479,485			4,989,791
	Assets of discontinued operations (Note 3)				—			70,043,464

		Total other assets			2,533,544,197			2,587,755,098

			Total assets	$	3,338,934,655		$	3,478,940,500

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Accounts payable			$	83,973,932		$	104,440,157
	Accrued expenses				33,377,717			32,554,598
	Accrued interest payable				73,948,978			74,106,748
	Deferred revenue and customer deposits				26,452,426			26,947,446
	Current portion of long-term debt				5,500,000			5,500,000
	Accrued dividends payable				8,300,316			8,604,061
	Current portion of obligations under capital leases				530,823			782,000

		Total current liabilities			232,084,192			252,935,010

OTHER LIABILITIES:
	Long-term debt, net of current portion (Note 7)				2,374,740,721			2,409,684,567
	Deferred tax liabilities				274,380,409			285,848,520
	Senior exchangeable preferred stock, net (Note 8)				242,297,986			253,259,775
	Minority interest				5,416,735			6,393,902
	Other non-current liabilities				5,956,770			6,915,203
	Liabilities of discontinued operations (Note 3)				—			27,822,943
	Commitments (Note 10)
SERIES F CONVERTIBLE PREFERRED STOCK					122,535,599			122,535,599
STOCKHOLDERS’ EQUITY:
	Class A common stock, $.001 par value, 175,000,000 shares authorized and 120,081,762 and 119,997,356 issued at June 30, 2004 and December 31, 2003, respectively				120,082			119,998
	Convertible Class B common stock, $.001 par value, 70,000,000 shares authorized and 19,418,021 shares issued at June 30, 2004 and December 31, 2003				19,418			19,418
	Convertible Class C common stock, $.001 par value, 4,226 shares authorized and zero shares issued at June 30, 2004 and December 31, 2003				—			—
	Convertible Class D common stock, $.001 par value, 33,000 shares authorized and zero shares issued at June 30, 2004 and December 31, 2003				—			—
	Paid-in capital				1,205,562,528			1,205,138,956
	Accumulated deficit				(1,090,234,563	)		(1,057,788,169	)
	Less 5,709,353 common shares held in treasury, at cost at June 30, 2004 and December 31, 2003				(33,945,222	)		(33,945,222	)

		Total stockholders’ equity			81,522,243			113,544,981

			Total liabilities and stockholders’ equity	$	3,338,934,655		$	3,478,940,500

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

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



			Three Months Ended						Six Months Ended
			June 30,						June 30,

			2004			2003			2004			2003


			(Unaudited)						(Unaudited)
OPERATING REVENUE:
	Service revenue		$	189,288,270		$	89,021,663		$	370,987,633		$	171,807,762
	Roaming revenue			50,606,353			48,427,144			92,681,694			89,346,794
	Equipment and other revenue			12,468,472			6,028,230			22,485,087			11,214,941

		Total operating revenue		252,363,095			143,477,037			486,154,414			272,369,497

OPERATING EXPENSES:
	Cost of service (exclusive of depreciation and amortization shown separately below)			61,972,116			33,468,184			116,157,881			64,015,084
	Cost of equipment			27,870,027			9,440,072			51,404,604			17,935,939
	Marketing and selling			33,786,256			14,050,643			62,948,057			27,193,167
	General and administrative			43,055,820			15,985,087			86,831,891			32,591,890
	Depreciation and amortization			46,634,823			21,322,521			92,082,719			41,262,665

		Total operating expenses		213,319,042			94,266,507			409,425,152			182,998,745

OPERATING INCOME				39,044,053			49,210,530			76,729,262			89,370,752

OTHER (EXPENSE) INCOME:
	Interest expense			(52,782,507	)		(23,450,422	)		(107,020,542	)		(47,322,255	)
	Gain from extinguishment of debt (Note 7)			—			—			5,738,861			—
	Gain on redemption and repurchases of mandatorily redeemable preferred stock			5,068,518			—			5,068,518			—
	Dividends on mandatorily redeemable preferred stock (Note 8)			(8,289,370	)		—			(16,907,380	)		—
	Other income, net			441,135			2,652,646			1,718,560			4,612,142

(LOSS) INCOME BEFORE MINORITY INTERESTS IN INCOME OF SUBSIDIARIES AND INCOME TAXES				(16,518,171	)		28,412,754			(34,672,721	)		46,660,639
MINORITY INTERESTS IN INCOME OF SUBSIDIARIES				(1,058,395	)		(1,785,369	)		(2,002,402	)		(3,404,820	)

(LOSS) INCOME BEFORE INCOME TAXES				(17,576,566	)		26,627,385			(36,675,123	)		43,255,819
	Income tax benefit (expense)			3,529,136			(10,112,754	)		7,502,950			(16,431,559	)

(LOSS) INCOME FROM CONTINUING OPERATIONS				(14,047,430	)		16,514,631			(29,172,173	)		26,824,260
DISCONTINUED OPERATIONS: (Note 3)
	Income from discontinued operations, net of income tax expense of $271,327 for the six months ended June 30, 2004, $3,461,135 for the three months ended June 30, 2003 and $6,364,165 for the six months ended June 30, 2003			—			5,647,112			442,692			10,383,636
	Gain from sale of discontinued operations, net of income tax expense of $16,863,987			—			27,514,926			—			27,514,926

NET (LOSS) INCOME				(14,047,430	)		49,676,669			(28,729,481	)		64,722,822
	Dividends on preferred stock			(1,858,456	)		(20,013,220	)		(3,716,913	)		(40,542,872	)
	Gain on redemption and repurchases of preferred stock			—			194,695,584			—			218,310,109

NET (LOSS) INCOME APPLICABLE TO COMMON STOCKHOLDERS			$	(15,905,886	)	$	224,359,033		$	(32,446,394	)	$	242,490,059

BASIC NET (LOSS) INCOME APPLICABLE TO COMMON STOCKHOLDERS PER COMMON SHARE (Note 9)			$	(0.12	)	$	2.49		$	(0.24	)	$	2.69

BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING				133,772,746			90,253,787			133,749,934			90,183,193

DILUTED NET (LOSS) INCOME APPLICABLE TO COMMON STOCKHOLDERS PER COMMON SHARE (Note 9)			$	(0.12	)	$	2.42		$	(0.24	)	$	2.63

DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING				133,772,746			92,897,382			133,749,934			92,375,806

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

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2004



	Stockholders’ Equity


	Class A				Class B
	Common Stock				Common Stock									Treasury			Total
											Accumulated			Stock			Stockholders’
	Shares		Amount		Shares		Amount		Paid-in Capital		Deficit			at Cost			Equity


	(Unaudited)
DECEMBER 31, 2003		119,997,356	$	119,998		19,418,021	$	19,418	$	1,205,138,956	$	(1,057,788,169	)	$	(33,945,222	)	$	113,544,981
Net loss		—		—		—		—		—		(28,729,481	)		—			(28,729,481	)
Preferred stock dividends		—		—		—		—		—		(3,716,913	)		—			(3,716,913	)
Issuance of common stock		84,406		84		—		—		423,572		—			—			423,656

June 30, 2004		120,081,762	$	120,082		19,418,021	$	19,418	$	1,205,562,528	$	(1,090,234,563	)	$	(33,945,222	)	$	81,522,243

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

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



			Six Months Ended June 30,

			2004			2003


			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net (loss) income from continuing operations		$	(29,172,173	)	$	26,824,260
Adjustments to reconcile net (loss) income to net cash provided by operating activities, net of effects of acquisitions —
	Depreciation and amortization			92,082,719			41,262,665
	Amortization of bond premium and financing costs			3,988,259			4,646,418
	Deferred income taxes, net			(8,368,111	)		8,912,959
	Noncash mandatorily redeemable preferred stock dividends			6,597,889			—
	Gain on redemption and repurchase of mandatorily redeemable preferred stock			(5,068,518	)		—
	Loss on disposition of assets, net			20,010			218,702
	Non-cash portion of extinguishment of debt			1,100,189			—
	Cash (used in) provided by operating activities of discontinued operations			(815,597	)		31,238,869
	Minority interests in income of subsidiaries			2,002,402			3,404,820
	Other operating activities			193,500			—
Changes in current assets and liabilities —
	Accounts receivable			5,678,302			(4,120,815	)
	Inventory			(6,188,742	)		(7,698,973	)
	Prepaid expenses and other			(7,012,071	)		(3,669,599	)
	Accounts payable			(20,466,225	)		7,890,973
	Accrued expenses			(2,158,537	)		(4,540,080	)
	Deferred revenue and customer deposits			(495,020	)		341,036

		Net cash provided by operating activities		31,918,276			104,711,235

CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(88,882,962	)		(48,537,060	)
	Increase in receivable-affiliates			—			(3,786,050	)
	Purchase of wireless licenses and properties			(29,416,260	)		—
	Receipt of funds held in escrow for contingencies on sold assets			11,354,020			7,094,075
	Cash used in investing activities of discontinued operations			(140,234	)		(2,045,557	)
	Cash received from exchange of assets			21,978,720			—
	Other investing activities			1,009,602			(6,858,933	)

		Net cash used in investing activities		(84,097,114	)		(54,133,525	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from long-term debt			28,000,000			—
	Repayments and purchases of long-term debt			(63,495,000	)		(35,182,596	)
	Preferred stock dividends paid			(3,676,068	)		(10,844,251	)
	Distributions to minority interest holders			(2,895,900	)		(3,866,457	)
	Redemption and repurchase of exchangeable preferred stock			(12,835,750	)		(36,592,475	)
	Other financing activities			(1,533,107	)		(711,433	)

		Net cash used in financing activities		(56,435,825	)		(87,197,212	)

NET DECREASE IN CASH AND CASH EQUIVALENTS				(108,614,663	)		(36,619,502	)
CASH AND CASH EQUIVALENTS, beginning of period				208,239,339			292,053,204

CASH AND CASH EQUIVALENTS, end of period			$	99,624,676		$	255,433,702

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for —
	Interest		$	102,313,006		$	48,044,767
	Income taxes		$	1,788,121		$	3,051,255
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
	Stock dividend paid through the issuance of preferred stock (prior to implementation of SFAS 150)		$	—		$	24,185,000
	Transfer of fixed assets to affiliates		$	—		$	227,453
	Net property and equipment disposed through exchange of assets		$	(11,956,946	)	$	8,436,363
	Net wireless acquisition costs disposed through exchange of assets		$	(41,143,732	)	$	(50,462,667	)

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

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The condensed consolidated balance sheet of Dobson Communications Corporation (“DCC”) and subsidiaries (collectively with DCC, the “Company”) as of June 30, 2004, the condensed consolidated statements of operations for the three and six months ended June 30, 2004 and 2003, the condensed consolidated statement of stockholders’ equity for the six months ended June 30, 2004, and the condensed consolidated statements of cash flows for the six months ended June 30, 2004 and 2003 are unaudited. In the opinion of management, such financial statements include all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of financial position, results of operations, and cash flows for the periods presented.

The condensed consolidated balance sheet at December 31, 2003, was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. The financial statements presented herein should be read in connection with the Company’s December 31, 2003 consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003.


1.	Organization

The Company, through its predecessors, was organized in 1936 as Dobson Telephone Company and adopted its current organizational structure in 2000. The Company is a provider of rural and suburban wireless telephone services in portions of Alaska, Arizona, Illinois, Kansas, Kentucky, Maryland, Michigan, Minnesota, Missouri, New York, Ohio, Oklahoma, Pennsylvania, Texas, West Virginia and Wisconsin.

The Company operates in one business segment pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 131, “Disclosures about Segments of an Enterprise and Related Information.”


2.	Stock-Based Compensation

The Company accounts for its stock option plans under APB Opinion 25, “Accounting for Stock Issued to Employees,” under which no compensation cost is recognized. The following schedule shows the Company’s net (loss) income and net (loss) income per share for the three and six months ended June 30, 2004 and June 30, 2003, had compensation expense been determined consistent with SFAS No. 123, “Accounting for Stock-Based Compensation.” The pro forma information presented below is based on several assumptions and should not be viewed as indicative of the Company’s results in future periods.


		Three Months			Three Months			Six Months			Six Months
		Ended			Ended			Ended			Ended
		June 30, 2004			June 30, 2003			June 30, 2004			June 30, 2003


		($ in thousands, except for						($ in thousands, except for
		per share amounts)						per share amounts)
Net (loss) income applicable to common stockholders:
	As reported	$	(15,906	)	$	224,359		$	(32,446	)	$	242,490
	Pro forma stock-based compensation, net of tax		(1,121	)		(1,782	)		(4,853	)		(3,564	)

	Pro forma	$	(17,027	)	$	222,577		$	(37,299	)	$	238,926

Basic net (loss) income applicable to common stockholders per common share:
	As reported	$	(0.12	)	$	2.49		$	(0.24	)	$	2.69
	Pro forma	$	(0.13	)	$	2.47		$	(0.28	)	$	2.65

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


		Three Months			Three Months		Six Months			Six Months
		Ended			Ended		Ended			Ended
		June 30, 2004			June 30, 2003		June 30, 2004			June 30, 2003


		($ in thousands, except for					($ in thousands, except for
		per share amounts)					per share amounts)
Diluted net (loss) income applicable to common stockholders per common share:
	As reported	$	(0.12	)	$	2.42	$	(0.24	)	$	2.63
	Pro forma	$	(0.13	)	$	2.40	$	(0.28	)	$	2.59


3.	Discontinued Operations

On February 17, 2004, the Company transferred its ownership in Maryland RSA 2 wireless property to Cingular Wireless in exchange for Cingular Wireless’ ownership in Michigan RSA 5 wireless property, $22.0 million in cash and its one-percent ownership interest in Texas RSA 2 and Oklahoma RSAs 5 and 7. The Company is the majority owner of these three markets. The Maryland RSA 2 property had a total population of approximately 470,700, including the cities of Ocean City, Salisbury, Easton and Cambridge. The Michigan RSA 5 property covers a population of approximately 169,400, including the cities of Cadillac, Manistee, and Ludington. The exchange resulted in a net loss of approximately 15,500 subscribers for the Company. The Company is accounting for the exchange as a sale of Maryland RSA 2 and a purchase of Michigan RSA 5. Therefore, the Michigan RSA 5 assets, liabilities and results of operations have been included in the accompanying condensed consolidated financials from the date of acquisition.

On June 17, 2003, the Company exchanged its two remaining wireless properties in California to AT&T Wireless in exchange for AT&T Wireless’ two wireless properties in Alaska, and all of the outstanding shares of the Company’s Series AA preferred stock that AT&T Wireless previously held, which the Company then cancelled. The cost of the acquired Alaska assets was $126.0 million. The Alaska assets, liabilities and results of operations have been included in the accompanying condensed consolidated financials from the date of acquisition.

The Company’s condensed consolidated financial statements have been reclassified for all periods presented to reflect the operations, assets and liabilities of the markets being sold as discontinued operations. The assets and liabilities of such operations have been classified as “Assets of discontinued operations” and “Liabilities of discontinued operations,” respectively, on December 31, 2003 condensed consolidated balance sheets and consist of the following:


		December 31,
		2003

		($ in thousands)
Current assets		$	2,637
Property, plant and equipment, net			19,606
Wireless license acquisition costs, net			47,790
Other assets			10

	Total assets of discontinued operations	$	70,043

Current liabilities		$	2,654
Accrued loss on discontinued operations			19,100
Deferred tax liabilities			6,069

	Total liabilities of discontinued operations	$	27,823

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The net income from discontinued operations was classified on the condensed consolidated statement of operations as “Income from discontinued operations.” Summarized results of discontinued operations are as follows:


	For the		For the			For the			For the
	Three Months		Three Months			Six Months			Six Months
	Ended		Ended			Ended			Ended
	June 30, 2004		June 30, 2003			June 30, 2004			June 30, 2003


	($ in thousands)					($ in thousands)
Operating revenue	$	—	$	25,877		$	3,556		$	51,929
Income before income taxes		—		9,108			714			16,748
Income tax expense		—		(3,461	)		(271	)		(6,364	)
Income from discontinued operations		—		5,647			443			10,384

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 to properly reflect the interest that was incurred to finance the operations for these markets. The interest expense allocated to these operations was $1.6 million for the three months ended June 30, 2003 and $3.6 million for the six months ended June 30, 2003.


4.	Investment in Unconsolidated Joint Venture

Through August 18, 2003, the Company owned a 50% interest in a joint venture that owned American Cellular Corporation (“American Cellular”). This investment was accounted for on the equity method of accounting. Beginning on June 30, 2002 and continuing through August 2003, American Cellular failed to comply with a financial covenant in its senior credit facility, which required that American Cellular not exceed a certain total debt leverage ratio. Due to factors and circumstances impacting American Cellular, American Cellular concluded that it was necessary to re-evaluate the carrying value of its goodwill and indefinite life intangible assets in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets”. Based on the re-evaluations, American Cellular concluded that there was an impairment of its goodwill at June 30, 2002 and December 31, 2002. As a result, American Cellular recognized an impairment loss totaling $377.0 million at June 30, 2002, and an additional impairment loss of $423.9 million at December 31, 2002. After recognizing its 50% interest of the impairment loss at June 30, 2002, the Company’s investment in the joint venture was written down to zero. Therefore, American Cellular’s additional impairment loss of $423.9 million at December 31, 2002 did not impact the Company’s results of operations or financial condition. The Company did not guarantee any of American Cellular’s obligations.

The following is a summary of the significant financial information for the joint venture and its subsidiary, American Cellular, for the three and six months ended June 30, 2003:


	For the			For the
	Three Months			Six Months
	Ended			Ended
	June 30, 2003			June 30, 2003


	($ in thousands)
Operating revenue	$	116,937		$	223,426
Operating income		35,633			62,556
Income (loss) from continuing operations		2,103			(303	)
Dividends		(1,292	)		(2,546	)
Net income (loss) applicable to members		811			(2,849	)

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


5.	Business Combinations

On August 8, 2003, American Cellular, a 50%-owned, indirect subsidiary of the Company, and ACC Escrow Corp., a newly formed, wholly-owned, indirect subsidiary of the Company, completed the offering of $900.0 million aggregate principal amount of 10.0% senior notes due 2011. The senior notes were issued at par by ACC Escrow Corp. ACC Escrow Corp. was then merged into American Cellular as part of the American Cellular restructuring described below, and American Cellular assumed ACC Escrow Corp.’s obligations under these senior notes. The net proceeds from the offering were used to fully repay American Cellular’s existing bank credit facility and to pay expenses of the restructuring. DCC is not a guarantor of these senior notes. All material subsidiaries of American Cellular are the guarantors of these senior notes.

On August 19, 2003, the Company and American Cellular completed an exchange offer for American Cellular’s existing 9.5% senior subordinated notes due 2009 (the “existing notes”). This exchange offer resulted in the restructuring of American Cellular’s indebtedness and equity ownership. As part of the American Cellular restructuring, holders of $681.9 million of the $700.0 million principal amount of American Cellular’s outstanding notes tendered their notes for exchange. In exchange for the tendered notes, the tendering noteholders received from the Company 43.9 million shares of the Company’s Class A common stock, 681,900 shares of the Company’s Series F convertible preferred stock with an aggregate liquidation preference of $121.8 million, convertible into a maximum of 13.9 million shares of the Company’s Class A common stock, and $48.7 million in cash. The Company also issued an additional 4,301 shares of its Series F convertible preferred stock and 276,848 shares of its Class A common stock in payment of certain fees. Upon consummation of the restructuring, American Cellular became a wholly-owned subsidiary of the Company. Therefore, American Cellular’s assets, liabilities and results of operations have been included in the accompanying condensed consolidated financials from the date of acquisition.

The calculation of the purchase price of American Cellular (including fees paid in conjunction with the restructuring of American Cellular) and the allocation of the acquired assets and assumed liabilities for American Cellular are as follows:


				(In millions, except
				share price)
Calculation and preliminary allocation of purchase price:
	Shares of DCC common stock issued				44.2
	DCC stock price			$	6.84

	Fair value of common stock issued			$	302.0
	Plus fair value of DCC convertible preferred stock issued				122.5
	Plus cash paid to American Cellular noteholders				50.0

			Total purchase price		474.5
	Plus fair value of liabilities assumed by DCC:
		Current liabilities			73.7
		Long-term debt			912.6
		Other non-current liabilities			1.8
		Deferred income taxes			168.0

			Total purchase price plus liabilities assumed	$	1,630.6

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


			(In millions, except
			share price)
Fair value of assets acquired by DCC:
	Current assets			104.8
	Property, plant and equipment			186.5
	Wireless licenses			669.2
	Customer lists			80.0
	Deferred financing costs			18.8
	Other non-current assets			0.6
	Goodwill (non-deductible for income taxes)			570.7

		Total fair value of assets acquired	$	1,630.6

The Company acquired the remaining equity interest in American Cellular to continue the Company’s strategy of owning rural and suburban wireless telecommunication service areas. As a result of the acquisition, the Company increased the number of service areas in which it is licensed to offer services and increased the number of its subscribers.

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

On June 15, 2004, the Company acquired certain assets of NPI-Omnipoint Wireless, LLC, or NPI, for approximately $29.4 million. NPI owned PCS licenses covering a total population of 1.2 million. The acquired Global System for Mobile Communications, or GSM, network currently covers a total population of 1.0 million in northern Michigan, however, the addition of NPI’s markets only broadened the Company’s market coverage by an additional population of 646,500.

The above business combinations are accounted for as purchases. Accordingly, the related statements of financial position and results of operations have been included in the accompanying condensed consolidated statements of operations from the date of acquisition. The unaudited pro forma information set forth below includes all business combinations that occurred during 2004 and 2003, as if the combinations occurred at the beginning of the period presented. The unaudited pro forma information is presented for informational

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated at that time:


	For the			For the		For the			For the
	Three Months			Three Months		Six Months			Six Months
	Ended			Ended		Ended			Ended
	June 30, 2004			June 30, 2003		June 30, 2004			June 30, 2003


	($ in thousands, except per					($ in thousands, except per
	share data)					share data)
Operating revenue	$	257,348		$	295,485	$	498,551		$	561,156
(Loss) income from continuing operations		(14,208	)		25,994		(29,710	)		38,514
Net (loss) income		(14,208	)		59,156		(29,267	)		76,412
Net (loss) income applicable to common stockholders		(16,067	)		232,546		(32,984	)		251,634
Net (loss) income applicable to common stockholders per common share		(0.12	)		2.58		(0.25	)		2.79


6.	Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Newly constructed wireless systems are added to property, plant and equipment at cost, which includes contracted services, direct labor, materials and overhead. Existing property, plant and equipment purchased through acquisitions is recorded at its fair value at the date of the purchase. Repairs, minor replacements and maintenance are charged to operations as incurred. The provisions for depreciation are provided using the straight-line method based on the estimated useful lives of the various classes of depreciable property. Depreciation expense for the six months ended June 30, 2004 and 2003 totaled $80.0 million and $34.7 million, respectively. Listed below are the gross property, plant and equipment amounts and the related accumulated depreciation for the periods described.


	June 30,			December 31,
	2004			2003


	($ in thousands)
Gross property, plant and equipment	$	924,536		$	819,464
Accumulated depreciation		(361,992	)		(282,830	)

Property, plant and equipment, net	$	562,544		$	536,634


7.	Long-Term Debt

The Company’s long-term debt consisted of the following:


		June 30,		December 31,
		2004		2003


		($ in thousands)
Credit facilities		$	573,875	$	548,625
Dobson/ Sygnet senior notes			—		5,245
10.875% DCC senior notes, net of discount			298,564		298,443
8.875% DCC senior notes			594,500		650,000
10.0% American Cellular senior notes			900,000		900,000
Other notes payable, net			13,302		12,871

	Total debt		2,380,241		2,415,184
Less — Current maturities			5,500		5,500

	Total long-term debt	$	2,374,741	$	2,409,684

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On May 7, 2004, certain financial covenants in the Dobson Cellular Systems, Inc., or DCS, credit facility were amended in a manner that is expected to increase the Company’s operating flexibility under the credit facility. Distributions of excess cash flow by DCS to DCC will be restricted unless DCC’s leverage ratio is less than certain levels as specified in the amendment to the credit facility.


	*Dobson/ Sygnet Senior Notes*

The Company’s former subsidiary, Dobson/ Sygnet Communications Company, or Dobson/ Sygnet, had outstanding $200.0 million aggregate principal amount of senior notes. On September 30, 2002, the Company purchased $11.5 million principal amount of these senior notes for $8.9 million and the Company recognized a gain from extinguishment of debt of $2.2 million after the write off of related deferred financing costs. On October 24, 2003, the Company purchased an additional $183.3 million principal amount of these senior notes for $205.5 million and the Company recognized a loss from extinguishment of debt of $20.3 million due to the premium paid and the write off of related deferred financing costs. On a consolidated basis at December 31, 2003, the outstanding Dobson/ Sygnet senior notes had an outstanding principal balance totaling $5.2 million. During the six months ended June 30, 2004, the Company redeemed the remaining $5.2 million of these senior notes and the Company recognized a loss from extinguishment of debt of $0.3 million due to the premium paid and the write off of related deferred financing costs. Dobson/ Sygnet was merged into the Company’s wholly owned subsidiary, DCS on October 23, 2003.


	*DCC Senior Notes*

On September 26, 2003, the Company completed its offering of $650.0 million aggregate principal amount of 8.875% senior notes due 2013. The net proceeds from the offering, together with borrowings under a new $700.0 million credit facility that was obtained by the Company’s wholly-owned subsidiary, DCS, in October 2003, were used to refinance and replace the existing credit facilities of the Company’s subsidiaries, to fund the repurchase of $183.3 million principal amount of Dobson/ Sygnet’s senior notes, to fund the repurchase of 246,967 shares of the Company’s 12.25% senior exchangeable preferred stock having an aggregate liquidation preference of $248.3 million, and for general corporate purposes. American Cellular is an unrestricted subsidiary for purposes of the Company’s 8.875% senior notes. The 8.875% senior notes contain restrictive covenants that, among other things, limit the ability of the Company to incur additional indebtedness, pay dividends or distributions on equity, purchase or redeem junior securities and make certain investments, place restrictions on distributions and other payments from restricted subsidiaries, sell assets, create or incur liens, merge or consolidate with or transfer substantial assets to another entity, engage in transactions with affiliates or engage in any business other than permitted businesses. During the first quarter of 2004, the Company purchased $55.5 million principal amount of its 8.875% senior notes for the purchase price of $48.3 million, excluding accrued interest. The Company’s first quarter 2004 gain from extinguishment of debt related to these senior notes. This gain was $6.1 million, net of deferred financing costs.


	*Interest Rate Hedges*

The Company pays interest on its bank credit facilities 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. The Company is not currently a party to any derivative contracts.

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


8.	Redeemable Preferred Stock

As of June 30, 2004 and December 31, 2003, the Company’s authorized and outstanding preferred stock was as follows:


	Number of		Number of		Number of								Other
	Shares		Shares		Shares								Features,
	Authorized		Outstanding		Outstanding at					Liquidation		Mandatory	Rights,
	at June 30,		at June 30,		December 31,		Par Value			Preference		Redemption	Preferences
Class	2004		2004		2003		Per Share		Dividends	Per Share		Date	and Powers

Senior Exchangeable		60,997		46,181		60,997	$	1.00	12.25% Cumulative	$	1,000	Jan. 15, 2008		Non-voting
Senior Exchangeable		404,040		198,898		196,003	$	1.00	13% Cumulative	$	1,000	May 1, 2009		Non-voting
Class E		40,000		—		—	$	1.00	15% Cumulative	$	1,131.92	Dec. 23, 2010		Non-voting
Series F		1,900,000		686,201		686,201	$	1.00	6% Cumulative	$	178.571	Aug. 18, 2016		Non-voting
Other		3,594,963		—		—	$	1.00	—		—	—		—

		6,000,000		931,280		943,201

The Company recorded preferred stock dividends of $20.6 million for the six months ended June 30, 2004, consisting of $3.7 million of dividends on its 12.25% senior exchangeable preferred stock, $13.2 million of dividends on its 13% senior exchangeable preferred stock, and $3.7 million of dividends on its Series F convertible preferred stock. In accordance with SFAS No. 150, which was required to be adopted July 1, 2003, dividends related to the Company’s 12.25% and 13% mandatorily redeemable preferred stocks are included in net (loss) income. Therefore, $16.9 million of the $20.6 million preferred stock dividends are recorded in net (loss) income on the income statement as a financing expense, entitled “dividends on mandatorily redeemable preferred stock,” for the six months ended June 30, 2004.

During the six months ended June 30, 2004, the Company repurchased a total of 14,816 shares of its 12.25% senior exchangeable preferred stock and 3,475 shares of its 13% senior exchangeable preferred stock. The preferred stock repurchases totaled 18,291 shares for $12.8 million. These repurchases resulted in a gain on redemption and repurchases of preferred stock totaling $5.1 million. The gain from redemption and repurchases of preferred stock has been included in the Company’s loss from continuing operations.

During the six months ended June 30, 2003, the Company repurchased a total of 32,707 shares of its 12.25% senior exchangeable preferred stock and 27,500 shares of its 13% senior exchangeable preferred stock. The preferred stock repurchases totaled 60,207 shares for $36.6 million, all of which were canceled by March 31, 2003. These repurchases resulted in a gain on redemption and repurchases of preferred stock totaling $23.6 million. The gain from redemption and repurchases of preferred stock has been included in net (loss) income applicable to common stockholders.

Subsequent to June 30, 2004, the Company repurchased a total of 6,000 shares of its 13% senior exchangeable preferred stock for $4.5 million. All repurchased shares of 12.25% senior exchangeable preferred stock and 13% senior exchangeable preferred stock have been canceled.


9.	Earnings Per Share

SFAS No. 128, “Earnings Per Share,” requires two presentations of earnings per share — “basic” and “diluted.” Basic (loss) income per share is computed by dividing (loss) income available to shareholders (the numerator) by the weighted-average number of shares (the denominator) for the period. The computation of diluted (loss) income per share is similar to basic (loss) income per share, except that the denominator is increased to include the number of additional shares that would have been outstanding if the dilutive shares had been issued. Dilutive shares represent the amount of additional shares that would be required to be issued if all the options and convertible preferred stock that are “in the money” were exercised or converted. Shares that are potentially dilutive, are Company granted stock options, totaling 10.3 million shares and shares of the Company’s Series F convertible preferred stock, which are convertible into 14.0 million shares of the

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company’s Class A common stock. The table below sets forth a detail of the Company’s basic and diluted earnings per share.



			Three Months Ended June 30,					Six Months Ended June 30,

			2004			2003		2004			2003


			(Unaudited)					(Unaudited)
Net (loss) income applicable to common stockholders			$	(15,905,886	)	$	224,359,033	$	(32,446,394	)	$	242,490,059
Basic net (loss) income applicable to common stockholders per common share:
	Continuing operations:
		(Loss) income from continuing operations	$	(0.11	)	$	0.18	$	(0.22	)	$	0.30
		Dividends on and repurchases of preferred stock		(0.01	)		1.94		(0.02	)		1.97
	Discontinued operations			—			0.37		0.00			0.42

Basic net (loss) income applicable to common stockholders per common share			$	(0.12	)	$	2.49	$	(0.24	)	$	2.69

Basic weighted average common shares outstanding				133,772,746			90,253,787		133,749,934			90,183,193
Diluted net income (loss) applicable to common stockholders per common share:
	Continuing operations:
		Income from continuing operations	$	(0.11	)	$	0.18	$	(0.22	)	$	0.29
		Dividends on and repurchases of preferred stock		(0.01	)		1.88		(0.02	)		1.93
	Discontinued operations			—			0.36		0.00			0.41

Diluted net (loss) income applicable to common stockholders per common share			$	(0.12	)	$	2.42	$	(0.24	)	$	2.63

Diluted weighted average common shares outstanding				133,772,746			92,897,382		133,749,934			92,375,806


10.	Commitments and Contingencies

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


11.	Reclassifications

Certain items have been reclassified in the 2003 condensed consolidated financial statements to conform to the current presentation.

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


12.	Supplemental Condensed Consolidating Financial Information

Set forth below is supplemental condensed consolidating financial information as required by DCC’s indenture for its 8 7/8% senior notes due 2013, and by the DCS credit facility. Included are the condensed consolidating Balance Sheet, Statement of Operations and Statement of Cash Flows of Dobson Communications Corporation as of June 30, 2004, and for the six months ended June 30, 2004. Neither DCS, American Cellular nor their subsidiaries guaranty any of DCC’s outstanding debt. DCC, DCS and its subsidiaries do not guaranty any of American Cellular’s outstanding debt.

CONDENSED CONSOLIDATING BALANCE SHEET

As of Ended June 30, 2004


							American
				DCS			Cellular		Parent		Eliminations			Consolidated


				($ in thousands)
				(Unaudited)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	31,503		$	15,235	$	52,887	$	—		$	99,625
	Accounts receivable				61,122			30,768		—		—			91,890
	Inventory				11,848			6,840		—		—			18,688
	Prepaid expenses and other				23,514			9,130		—		—			32,644

		Total current assets			127,987			61,973		52,887		—			242,847

PROPERTY, PLANT AND EQUIPMENT, net					364,380			198,164		—		—			562,544

OTHER ASSETS:
	Net intercompany (payable) receivable				(34,078	)		12,525		914,557		(893,004	)		—
	Restricted assets				4,451			—		—		—			4,451
	Wireless license acquisition costs				1,091,225			669,169		14,099		—			1,774,493
	Goodwill				36,683			570,708		1,142		—			608,533
	Deferred financing costs, net				14,914			16,925		16,754		—			48,593
	Other intangibles, net				26,741			67,253		—		—			93,994
	Other non-current assets				2,834			635		1,624,384		(1,624,373	)		3,480

		Total other assets			1,142,770			1,337,215		2,570,936		(2,517,377	)		2,533,544

			Total assets	$	1,635,137		$	1,597,352	$	2,623,823	$	(2,517,377	)	$	3,338,935


LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
	Accounts payable			$	71,499		$	12,475	$	—	$	—		$	83,974
	Accrued expenses				20,794			12,584		—		—			33,378
	Accrued interest				3,154			41,181		29,614		—			73,949
	Deferred revenue and customer deposits				14,707			11,745		—		—			26,452
	Current portion of long-term debt				5,500			—		—		—			5,500
	Accrued dividends payable				—			—		8,300		—			8,300
	Current portion of obligations under capital leases				531			—		—		—			531

		Total current liabilities			116,185			77,985		37,914		—			232,084

OTHER LIABILITIES:
	Long-term debt, net of current portion				1,461,379			913,282		893,084		(893,004	)		2,374,741
	Deferred tax liabilities				138,929			159,693		93,687		(117,929	)		274,380
	Senior exchangeable preferred stock, net				—			—		242,298		—			242,298
	Other non-current liabilities				5,417			5,957		—		—			11,374
SERIES F CONVERTIBLE PREFERRED STOCK					—			—		122,536		—			122,536
STOCKHOLDERS’ (DEFICIT) EQUITY:
		Total stockholders’ (deficit) equity			(86,773	)		440,435		1,234,304		(1,506,444	)		81,522

			Total liabilities and stockholders’ (deficit) equity	$	1,635,137		$	1,597,352	$	2,623,823	$	(2,517,377	)	$	3,338,935

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2004


						American
			DCS			Cellular			Parent			Eliminations			Consolidated


			($ in thousands)
			(Unaudited)
OPERATING REVENUE:
	Service revenue		$	213,787		$	157,201		$	—		$	—		$	370,988
	Roaming revenue			53,168			39,514			—			—			92,682
	Equipment and other revenue			15,872			10,088			—			(3,475	)		22,485

		Total operating revenue		282,827			206,803			—			(3,475	)		486,155

OPERATING EXPENSES:
	Cost of service (exclusive of depreciation and amortization shown separately below)			70,759			45,759			—			(360	)		116,158
	Cost of equipment			28,453			22,952			—			—			51,405
	Marketing and selling			34,485			28,463			—			—			62,948
	General and administrative			46,204			43,733			10			(3,115	)		86,832
	Depreciation and amortization			50,934			41,149			—			—			92,083

		Total operating expenses		230,835			182,056			10			(3,475	)		409,426

OPERATING INCOME (LOSS)				51,992			24,747			(10	)		—			76,729

OTHER (EXPENSE) INCOME:
	Interest expense			(37,970	)		(47,368	)		(45,840	)		24,157			(107,021	)
	(Loss) gain from extinguishment of debt			(349	)		—			6,088			—			5,739
	Gain on redemption and repurchases of mandatorily redeemable preferred stock			—			—			5,069			—			5,069
	Dividends on mandatorily redeemable preferred stock			—			—			(16,907	)		—			(16,907	)
	Other income (expense), net			3,708			(1,353	)		23,520			(24,157	)		1,718

INCOME (LOSS) BEFORE MINORITY INTERESTS IN INCOME OF SUBSIDIARIES AND INCOME TAXES				17,381			(23,974	)		(28,080	)		—			(34,673	)
MINORITY INTERESTS IN INCOME OF SUBSIDIARIES				(2,002	)		—			—			—			(2,002	)

INCOME (LOSS) BEFORE INCOME TAXES				15,379			(23,974	)		(28,080	)		—			(36,675	)
	Income tax (expense) benefit			(5,844	)		9,110			4,237			—			7,503

INCOME (LOSS) FROM CONTINUING OPERATIONS				9,535			(14,864	)		(23,843	)		—			(29,172	)
	Income from discontinued operations, net of income tax expense			443			—			—			—			443

NET INCOME (LOSS)				9,978			(14,864	)		(23,843	)		—			(28,729	)
	Dividends on preferred stock			—			—			(3,717	)		—			(3,717	)

NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS			$	9,978		$	(14,864	)	$	(27,560	)	$	—		$	(32,446	)

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2004


							American
				DCS			Cellular			Parent			Eliminations		Consolidated


				($ in thousands)
				(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Income (loss) from continuing operations			$	9,536		$	(14,864	)	$	(23,844	)	$	—	$	(29,172	)
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities, net of effects of acquisitions —
		Depreciation and amortization			50,934			41,149			—			—		92,083
		Amortization of bond premium and financing costs			1,172			1,609			1,207			—		3,988
		Deferred income taxes, net			5,338			(9,469	)		(4,237	)		—		(8,368	)
		Noncash mandatorily redeemable preferred stock dividends			—			—			6,598			—		6,598
		Gain on redemption and repurchases of mandatorily redeemable preferred stock			—			—			(5,068	)		—		(5,068	)
		(Gain) loss on disposition of assets, net			(7	)		27			—			—		20
		Non-cash portion of extinguishment of debt			7			—			1,093			—		1,100
		Cash used in operating activities of discontinued operations			(816	)		—			—			—		(816	)
		Minority interests in income of subsidiaries			2,002			—			—			—		2,002
		Other operating activities			194			—			—			—		194
	Changes in current assets and liabilities —
		Accounts receivable			1,031			4,647			—			—		5,678
		Inventory			(3,101	)		(3,088	)		—			—		(6,189	)
		Prepaid expenses and other			(6,190	)		(832	)		10			—		(7,012	)
		Accounts payable			(15,008	)		(5,458	)		—			—		(20,466	)
		Accrued expenses			(2,130	)		2,304			(2,333	)		—		(2,159	)
		Deferred revenue and customer deposits			294			(782	)		(7	)		—		(495	)

			Net cash provided by (used in) operating activities		43,256			15,243			(26,581	)		—		31,918

CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures				(62,722	)		(26,161	)		—			—		(88,883	)
	Purchase of selected wireless licenses and properties				(29,416	)		—			—			—		(29,416	)
	Receipt of funds held in escrow for contingencies on sold assets				7,185			4,169			—			—		11,354
	Cash used in investing activities from discontinued operations				(140	)		—			—			—		(140	)
	Cash received from exchange of assets				21,978			—			—			—		21,978
	(Increase) decrease in receivable-affiliates				(22,379	)		(5,463	)		27,842			—		—
	Other investing activities				1,027			2			(19	)		—		1,010

			Net cash (used in) provided by investing activities		(84,467	)		(27,453	)		27,823			—		(84,097	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from long-term debt				28,000			—			—			—		28,000
	Repayments and purchases of long-term debt				(7,995	)		—			(55,500	)		—		(63,495	)
	Preferred stock dividends paid				—			—			(3,676	)		—		(3,676	)
	Distributions to minority interest holders				(2,896	)		—			—			—		(2,896	)
	Redemption and repurchase of exchangeable preferred stock				—			—			(12,835	)		—		(12,835	)
	Investment in subsidiary				(2,300	)		—			2,300			—		—
	Other financing activities				(1,482	)		(60	)		9			—		(1,533	)

			Net cash provided by (used in) financing activities		13,327			(60	)		(69,702	)		—		(56,435	)

NET DECREASE IN CASH AND CASH EQUIVALENTS					(27,884	)		(12,270	)		(68,460	)		—		(108,614	)
CASH AND CASH EQUIVALENTS, beginning of period					59,387			27,505			121,347			—		208,239

CASH AND CASH EQUIVALENTS, end of period				$	31,503		$	15,235		$	52,887		$	—	$	99,625

DOBSON COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


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

Dobson Communications. We are one of the largest providers of rural and suburban wireless communications systems in the United States. We began providing wireless telephone services in 1990 in Oklahoma and the Texas Panhandle. We have rapidly expanded our wireless operations with an acquisition strategy targeting underdeveloped rural and suburban areas, which we believe have a significant number of potential customers with substantial needs for wireless communications.

Concurrently with the August 19, 2003 acquisition and restructuring of American Cellular described below, we merged our indirect, wholly owned subsidiaries, Dobson/ Sygnet Communications Company, Sygnet Wireless, Inc., and Sygnet Communications, Inc. with and into our wholly-owned subsidiary, DCS. As a result of these mergers, and the acquisition and restructuring of American Cellular, our operations are encompassed in our two primary subsidiaries, DCS and American Cellular. American Cellular does not guarantee any debt or other obligations of DCS or ours, and DCS and we do not guarantee any debt or other obligations of American Cellular.

American Cellular. Until August 18, 2003, we owned a 50% interest in a joint venture that owned American Cellular. We accounted for our interest using the equity method of accounting.

On August 19, 2003, we completed the restructuring of American Cellular’s indebtedness and equity ownership. Pursuant to this restructuring, we completed an exchange offer for American Cellular’s then outstanding 9.5% senior subordinated notes due 2009 (the “existing notes”). Holders of $681.9 million of the existing notes exchanged their notes for 43.9 million shares of our Class A common stock, 681,900 shares of our Series F convertible preferred stock with an aggregate liquidation preference of $121.8 million, convertible into a maximum of 13.9 million shares of our Class A common stock, and $48.7 million in cash. We also issued 4,301 shares of our Series F convertible preferred stock and 276,848 shares of our Class A common stock in payment of certain fees. Upon consummation of the restructuring, American Cellular became our wholly-owned subsidiary. Subsequently, all significant subsidiaries of American Cellular were merged into American Cellular.

On August 8, 2003, American Cellular and ACC Escrow Corp., our newly formed, wholly-owned, indirect subsidiary, completed an offering of $900.0 million aggregate principal amount of 10.0% senior notes due 2011. The senior notes were issued at par and were assumed by American Cellular when ACC Escrow Corp. merged into American Cellular as part of the restructuring. The net proceeds from the offering were used to fully repay American Cellular’s existing bank credit facility and to pay expenses of the restructuring.

American Cellular will file with the Securities and Exchange Commission a Quarterly Report on Form 10-Q as of June 30, 2004. While we provide you with much of American Cellular’s financial and operational information, we refer you to American Cellular’s Quarterly Report for American Cellular’s financial and operational results.

ACQUISITIONS AND DISCONTINUED OPERATIONS

Acquisition of NPI. On June 15, 2004, we acquired certain assets of NPI for approximately $29.4 million. NPI owns PCS licenses covering a total population of 1.2 million. The acquired GSM network currently covers a total population of 1.0 million in northern Michigan, however, the addition of NPI’s markets only broadened our market coverage by an additional population of 646,500.

Maryland/Michigan Swap. On February 17, 2004, we transferred our Maryland RSA 2 wireless property to Cingular Wireless in exchange for Cingular Wireless’ Michigan RSA 5 wireless property,

$22.0 million in cash and its one-percent ownership interests in Texas RSA 2 and Oklahoma RSAs 5 and 7. We are the majority owner of these three markets. As a result of a definitive agreement that was entered into prior to December 31, 2003 and closed on February 17, 2004, we have reclassified our historical financial statements to reflect the operations of our Maryland RSA 2 property as a discontinued operation.

California/Alaska Swap. On June 17, 2003, we transferred our two remaining wireless properties in California to AT&T Wireless in exchange for its two wireless properties in Alaska, and all of the outstanding shares of our Series AA preferred stock that it previously held, which we then cancelled. We have reclassified our historical financial statements to reflect the operations of our California properties as discontinued operations.

CRITICAL ACCOUNTING POLICIES AND PRACTICES

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

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

RESULTS OF OPERATIONS

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



	Three Months Ended						Six Months Ended
	June 30,						June 30,

	2004			2003			2004			2003

Market population(1)		11,436,800			5,623,900			11,436,800			5,623,900
Ending subscribers		1,607,500			828,500			1,607,500			828,500
Market penetration(2)		14.1	%		14.7	%		14.1	%		14.7	%
Gross subscriber additions		107,000			48,200			206,600			95,000
Average subscribers		1,576,300			706,700			1,568,200			700,300
Average monthly service revenue per subscriber(3)	$	40.03		$	41.99		$	39.43		$	40.89
Post-paid churn(4)		1.7	%		1.4	%		1.8	%		1.5	%

(1) Represents the population in our licensed areas, or POPs, for the period indicated and is based upon the Claritas 2000 Bureau of Census results, adjusted to exclude those portions of our rural service areas, or RSAs, and metropolitan service areas, or MSAs, not covered by our licenses.

(2) Market penetration is calculated by dividing ending subscribers by market population.

(3) Average monthly service revenue per subscriber is calculated by dividing service revenue by average subscribers and dividing by the number of months in the period. We exclude roaming revenue from this calculation, since roaming revenue is not derived from our subscribers.

(4) Post-paid churn represents the percentage of the post-paid subscribers which deactivate service each month. The calculation divides the total post-paid deactivations during the period by the average post-paid subscribers for the period.

Subscribers

Our subscriber base contains three types of subscribers; post-paid, reseller and pre-paid. At June 30, 2004, post-paid subscribers accounted for 92.1% of our subscriber base. These subscribers pay a monthly

access fee for a wireless service plan that generally includes a fixed amount of minutes and certain service features. In addition to the monthly access fee, these subscribers are typically billed in arrears for long-distance charges, roaming charges and rate plan overages. Our reseller subscribers are similar to our post-paid subscribers in that they pay monthly fees to utilize our network and services. However, these subscribers are billed by a third party (reseller), who has effectively resold our service to the end user (subscriber). We in turn bill the third party (reseller) for the monthly usage of the end user (subscriber). At June 30, 2004, the reseller base accounted for 5.1% of our total subscriber base. Our pre-paid subscribers, which at June 30, 2004, accounted for 2.8% of our subscriber base, are subscribers that pre-pay for an agreed upon amount of usage.

We have experienced a decline in our gross subscriber additions as a result of increased competition attributable to an accelerating pace of improvements in quality of digital technology, and increased products offered to the consumer. Many of our competitors already provide market enhanced data services, such as single carrier radio transmission technology, or 1XRTT. However, we recently completed the process of upgrading our network to GSM, General Packet Radio Service, or GPRS, and Enhanced Data for GSM Evolution, or EDGE, and have begun to experience improvement in gross subscriber additions. We expect to see our gross subscriber additions increase during the remainder of 2004, as a result of new services that will be available with GSM/GPRS/EDGE. Total gross subscriber additions from our operations were 107,000 for the three months ended June 30, 2004, and 206,600 for the six months ended June 30, 2004. This included 59,400 and 110,800, respectively from our recent acquisitions. Therefore, total gross subscriber additions from our non-acquisition markets of 47,600 and 95,800 for the three and six months ended June 30, 2004, are comparable to 48,200 and 95,000 for the three and six months ended June 30, 2003.

Revenue

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

We derive service revenue by providing wireless services to our subscribers. The wireless industry has experienced declining average revenue per minute as competition among wireless service providers has led to reductions in rates for airtime. These declines have generally been offset by significant increases in average minutes-of-use per subscriber. As a result, our average monthly service revenue per subscriber has decreased for the three months ended June 30, 2004, compared to the three months ended June 30, 2003 and has decreased for the six months ended June 30, 2004, compared to the six months ended June 30, 2003. We believe there is an opportunity in the remainder of 2004 for our average monthly service revenue per subscriber to increase from current levels primarily due to additional voice and data services available through our GSM/GPRS/EDGE network.

We derive roaming revenue by providing service to subscribers of other wireless providers when those subscribers “roam” into our markets and use our systems to carry their calls. Roaming revenue has traditionally had higher margins than revenues from our subscribers. We achieve these higher margins because we incur relatively lower incremental costs related to network operations, billing, customer service and collections in servicing roaming customers as compared to our home subscribers. However, our roaming margins are declining and are becoming more comparable to margins from our subscribers due to increased market pressures and competition among wireless providers resulting in reduced rates. Our roaming yield (roaming revenue, which includes airtime, toll charges and surcharges, divided by roaming minutes-of-use) was $0.14 for the three months ended June 30, 2004, $0.23 for the three months ended June 30, 2003, $0.14 for the six months ended June 30, 2004 and $0.23 for the six months ended June 30, 2003. Even though our significant roaming contracts provide for decreasing rates over time, we believe these roaming contracts are beneficial because they secure existing traffic and provide opportunity for a continuing increase in traffic volumes. Roaming revenue tends to be impacted by seasonality. Historically, we have experienced higher roaming minutes-of-use and related roaming revenue during the second and third quarters of each year, as users tend to travel more and, therefore, use their wireless phones more, during the spring and summer months.

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

Costs and Expenses

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

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

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

Our marketing and selling costs include advertising, compensation paid to sales personnel and independent agents and all other costs to market and sell wireless products and services. We pay commissions to 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.

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


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

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

Operating revenue. For the three months ended June 30, 2004, our total operating revenue increased $108.9 million, or 75.9%, to $252.4 million from $143.5 million for the comparable period in 2003. The following table sets forth the components of our operating revenue for the periods indicated:



		Three Months Ended June 30,


		2004				2003

		Amount		Percentage		Amount		Percentage


		($ in thousands)
Service revenue		$	189,288		75.0%	$	89,022		62.0%
Roaming revenue			50,606		20.1%		48,427		33.8%
Equipment revenue			11,891		4.7%		4,302		3.0%
Other revenue			578		0.2%		1,726		1.2%

	Total	$	252,363		100.0%	$	143,477		100.0%

For the three months ended June 30, 2004, our service revenue increased $100.3 million, or 112.6%, to $189.3 million from $89.0 million for the three months ended June 30, 2003. This increase was primarily attributable to our acquisitions of American Cellular on August 19, 2003, the two Alaska properties we acquired on June 17, 2003, the Michigan 5 property we acquired on February 17, 2004 and the NPI markets we acquired on June 15, 2004, which we refer to, collectively, as the acquisitions. The acquisitions accounted for $102.9 million of our service revenue for the three months ended June 30, 2004, and $3.2 million of our

service revenue for the three months ended June 30, 2003. Before giving effect to the acquisitions, our service revenue increased slightly by $0.6 million. This is due to a slight increase in customers, offset by a decline in average monthly service revenue per subscribers. Our average subscriber base in our non-acquisition markets increased 3.4%, to 709,000, for the three months ended June 30, 2004, from 685,600, for the three months ended June 30, 2003.

For the three months ended June 30, 2004, our roaming revenue increased $2.2 million, or 4.5%, to $50.6 million from $48.4 million for the three months ended June 30, 2003. The acquisitions accounted for $23.5 million of our roaming revenue for the three months ended June 30, 2004 and $0.6 million of our roaming revenue for the three months ended June 30, 2003. Before giving effect to the acquisitions, our roaming revenue decreased $20.7 million. This is a result of a 38.4% decline in our roaming revenue per minute-of-use in our non-acquisition markets as contractual rates decreased during 2003, and a slight decrease in roaming minutes in our non-acquisition markets.

For the three months ended June 30, 2004, our equipment revenue increased $7.6 million, or 176.4%, to $11.9 million from $4.3 million for the three months ended June 30, 2003. The acquisitions accounted for $6.7 million of our equipment revenue for the three months ended June 30, 2004 and $0.2 million of our equipment revenue for the three months ended June 30, 2003. Before giving effect to the acquisitions, our equipment revenue increased $1.1 million. This increase in equipment revenue is primarily a result of increased purchases of new handsets due to an increase in the number of customers upgrading to new rate plans, including our new GSM rate plans.

For the three months ended June 30, 2004, our other revenue decreased $1.1 million, or 66.5%, to $0.6 million from $1.7 million for the three months ended June 30, 2003. The acquisitions accounted for $0.4 million of our other revenue for the three months ended June 30, 2004. Before giving effect to the acquisitions, our other revenue decreased $1.5 million. This decline in revenue is primarily due to the elimination of amounts charged to our previously unconsolidated affiliates for the use of shared assets, offset by an increase in rental revenue.

Cost of service. For the three months ended June 30, 2004, our total cost of service increased $28.5 million, or 85.2%, to $62.0 million from $33.5 million for the comparable period in 2003. The acquisitions accounted for $30.3 million of our cost of service for the three months ended June 30, 2004 and $1.5 million of our cost of service for the three months ended June 30, 2003. Before giving effect to the acquisitions, our cost of service decreased $0.3 million. The following table sets forth the components of our cost of service for the periods indicated:



	Three Months Ended June 30,


	2004				2003

	Amount		Percentage		Amount		Percentage


	($ in thousands)
Network costs	$	41,694		67.3%	$	19,207		57.4%
Roaming costs		20,278		32.7%		14,261		42.6%

Total cost of service	$	61,972		100.0%	$	33,468		100.0%

For the three months ended June 30, 2004, our network costs, which are the costs we incur in operating our wireless network and providing service to our customers, increased $22.5 million, or 117.1%, to $41.7 million from $19.2 million for the comparable period in 2003. The acquisitions accounted for $20.0 million of our network costs for the three months ended June 30, 2004, and $0.7 million of our network costs for the three months ended June 30, 2003. Before giving effect to the acquisitions, our network costs increased $3.2 million. This increase is primarily a result of adding new circuits and cell sites related to our new GSM network.

For the three months ended June 30, 2004, our roaming costs increased by $6.0 million, or 42.2%, to $20.3 million from $14.3 million compared to the same period in 2003. The acquisitions accounted for $10.3 million of our roaming costs for the three months ended June 30, 2004, and $0.8 million of our roaming

costs for the three months ended June 30, 2003. Before giving effect to the acquisitions, our roaming costs declined $3.5 million. This decline is primarily a result of a 35.2% decrease in roaming costs per minute-of-use in our non-acquisition markets as contractual rates decreased during 2004, offset by an 6.2% increase in the minutes used by our customers on third-party wireless providers’ networks, in our non-acquisition markets.

Cost of equipment. For the three months ended June 30, 2004, our cost of equipment increased $18.5 million, or 195.2%, to $27.9 million from $9.4 million compared to the same period in 2003. The acquisitions accounted for $14.8 million of our cost of equipment for the three months ended June 30, 2004 and $0.2 million of our cost of equipment for the three months ended June 30, 2003. Before giving effect to the acquisitions, our cost of equipment increased $3.9 million. This increase in cost of equipment is due to an increase in the average cost of handsets sold to customers, along with increased purchases of new handsets due to an increase in the number of customers upgrading to new rate plans, including our new GSM rate plans.

Marketing and selling costs. For the three months ended June 30, 2004, our marketing and selling costs increased $19.7 million, or 140.5%, to $33.8 million from $14.1 million for the three months ended June 30, 2003. The acquisitions accounted for $17.5 million of our marketing and selling costs for the three months ended June 30, 2004 and $0.4 million of our marketing and selling costs for the three months ended June 30, 2003. Before giving effect to the acquisitions, our marketing and selling costs increased $2.6 million. This is primarily due to increased spending on advertising to launch our new GSM rate plans.

General and administrative costs. For the three months ended June 30, 2004, our general and administrative costs increased $27.1 million, or 169.3%, to $43.1 million from $16.0 million for the three months ended June 30, 2003. The acquisitions accounted for $25.2 million of our general and administrative costs for the three months ended June 30, 2004 and $0.3 million of our general and administrative costs for the three months ended June 30, 2003. Before giving effect to the acquisitions, our general and administrative costs increased $2.2 million. This increase is a result of increased infrastructure costs such as customer service, billing, and administrative costs as a result of the overall growth of our business.

Depreciation and amortization expense. For the three months ended June 30, 2004, our depreciation and amortization expense increased $25.3 million, or 118.7%, to $46.6 million from $21.3 million for 2003. The acquisitions accounted for $23.6 million of our depreciation and amortization expense for the three months ended June 30, 2004, and $0.2 million of our depreciation and amortization expense for the three months ended June 30, 2003. Before giving effect to the acquisitions, our depreciation and amortization expense increased $1.9 million. This increase in depreciation and amortization expense in our non-acquisition markets is a result of additional depreciation on fixed assets acquired or constructed in 2003 and the first six months of 2004.

Interest expense. For the three months ended June 30, 2004, our interest expense increased $29.3 million, or 125.1%, to $52.8 million from $23.5 million for the three months ended June 30, 2003. This is primarily due to increased long-term debt related to our acquisition of American Cellular.

Redemptions and repurchase of, and dividends on, preferred stock. For the three months ended June 30, 2004, dividends on our preferred stock are represented as both a financing expense, included in our net (loss) income, and as an item below our net (loss) income. For the three months ended June 30, 2003, dividends on our preferred stock are reflected only in our net (loss) income applicable to common shareholders. This change in presentation is the result of implementing SFAS No. 150 during 2003, which requires dividends on mandatorily redeemable preferred stock and any gains or losses from redemption and

repurchases of mandatorily redeemable preferred stock to be reflected as a financing expense included in net (loss) income for periods beginning after June 15, 2003. Thus, our income statement includes the following:



		Three Months Ended
		June 30,

		2004			2003


		($ in thousands)
Financing expense (above net (loss) income):
	Gain from redemption and repurchased of preferred stock	$	5,069		$	—
	Dividends on mandatorily redeemable preferred stock		(8,289	)		—
Items applicable to common shareholders (below net (loss) income):
	Dividends on preferred stock		(1,858	)		(20,013	)
	Gain from redemption and repurchased of preferred stock		—			194,696

Although our dividends on preferred stock are in two separate line items for the three months ended June 30, 2004, they totaled $10.1 million, on a combined basis, which compares to $20.0 million for the three months ended June 30, 2003. This decrease in dividends of $9.9 million is the result of the reduction in the number of shares of our preferred stock outstanding due to redemptions and repurchases of our preferred stock during 2003 and 2004.

During the three months ended June 30, 2004, we repurchased a total of 14,816 shares of our 12.25% senior exchangeable preferred stock and 3,475 shares of our 13% senior exchangeable preferred stock for $12.8 million. These repurchases resulted in a gain from redemption and repurchases of preferred stock totaling $5.1 million. The gain from redemption and repurchases of preferred stock has been included in our loss from continuing operations.

During the three months ended June 30, 2003, prior to the adoption of SFAS No. 150, AT&T Wireless transferred to us all of our Series AA preferred stock, which had a fair value that was substantially lower than our carrying value, thus resulting in a gain from redemption of preferred stock of $194.7 million

Other income, net. For the three months ended June 30, 2004, our other income decreased by $2.3 million, or 83.4%, to $0.4 million from $2.7 million for the three months ended June 30, 2003, primarily due to a decrease in interest income due to lower interest rates.

Minority interests in income of subsidiaries. For the three months ended June 30, 2004, our minority interests in income of subsidiaries decreased $0.7 million, or 40.7%, to $1.1 million from $1.8 million in 2003. This decrease was attributable to the decreased income earned from our subsidiaries in markets in which we do not own a 100% interest.

Discontinued operations. For the three months ended June 30, 2003, we had income from discontinued operations (including the gain on the sale) of $33.2 million. Our discontinued operations during 2003 include both the California properties included in the swap with AT&T Wireless and the Maryland properties included in the swap with Cingular Wireless.

Net (loss) income. For the three months ended June 30, 2004, our net loss was $14.0 million. Our net income decreased $63.7 million, from net income of $49.7 million for the three months ended June 30, 2003. The decrease in our net income was primarily attributable to our increase in interest expense, our dividends on mandatorily redeemable preferred stock for the three months ended June 30, 2004, and the income from discontinued operations (including the gain on the sale) of $33.2 million for the three months ended June 30, 2003.


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

Operating revenue. For the six months ended June 30, 2004, our total operating revenue increased $213.8 million, or 78.5%, to $486.2 million from $272.4 million for the comparable period in 2003. The following table sets forth the components of our operating revenue for the periods indicated:



		Six Months Ended June 30,


		2004				2003

		Amount		Percentage		Amount		Percentage


		($ in thousands)
Service revenue		$	370,988		76.3%	$	171,808		63.1%
Roaming revenue			92,682		19.1%		89,346		32.8%
Equipment revenue			21,266		4.4%		7,761		2.8%
Other revenue			1,219		0.2%		3,454		1.3%

	Total	$	486,155		100.0%	$	272,369		100.0%

For the six months ended June 30, 2004, our service revenue increased $199.2 million, or 115.9%, to $371.0 million from $171.8 million for the six months ended June 30, 2003. This increase was primarily attributable to our acquisitions of American Cellular on August 19, 2003, the two Alaska properties we acquired on June 17, 2003, the Michigan 5 property we acquired on February 17, 2004 and the NPI markets we acquired on June 15, 2004, which we refer to, collectively, as the acquisitions. The acquisitions accounted for $201.8 million of our service revenue for the six months ended June 30, 2004 and $3.2 million of our service revenue for the six months ended June 30, 2003. Before giving effect to the acquisitions, our service revenue increased slightly by $0.6 million. This is due to a slight increase in customers, offset by a decline in average monthly service revenue per subscribers. Our average subscriber base in our non-acquisition markets increased 4.3%, to 708,400, for the six months ended June 30, 2004, from 679,200, for the six months ended June 30, 2003.

For the six months ended June 30, 2004, our roaming revenue increased $3.4 million, or 3.7%, to $92.7 million from $89.3 million for the six months ended June 30, 2003. The acquisitions accounted for $42.4 million of our roaming revenue for the six months ended June 30, 2004, and $0.6 million of our roaming revenue for the six months ended June 30, 2003. Before giving effect to the acquisitions, our roaming revenue decreased $38.4 million. This is a result of a 40.5% decline in our roaming revenue per minute-of-use in our non-acquisition markets as contractual rates decreased during 2003, and a slight decrease in roaming minutes in our non-acquisition markets.

For the six months ended June 30, 2004, our equipment revenue increased $13.5 million, or 174.0%, to $21.3 million from $7.8 million for the six months ended June 30, 2003. The acquisitions accounted for $11.8 million of our equipment revenue for the six months ended June 30, 2004 and $0.2 million of our equipment revenue for the six months ended June 30, 2003. Before giving effect to the acquisitions, our equipment revenue increased $1.9 million. This increase in equipment revenue is primarily a result of increased purchases of new handsets due to an increase in the number of customers upgrading to new rate plans, including our new GSM rate plans.

For the six months ended June 30, 2004, our other revenue decreased $2.3 million, or 64.7%, to $1.2 million from $3.5 million for the six months ended June 30, 2003. The acquisitions accounted for $0.8 million of our other revenue for the six months ended June 30, 2004. Before giving effect to the acquisitions, our other revenue decreased $3.1 million. This decline in revenue is primarily due to the elimination of amounts charged to our previously unconsolidated affiliates for the use of shared assets, offset by an increase in rental revenue.

Cost of service. For the six months ended June 30, 2004, our total cost of service increased $52.2 million, or 81.5%, to $116.2 million from $64.0 million for the comparable period in 2003. The acquisitions accounted for $58.5 million of our cost of service for the six months ended June 30, 2004 and

$1.5 million of our cost of service for the six months ended June 30, 2003. Before giving effect to the acquisitions, our cost of service decreased $4.8 million. The following table sets forth the components of our cost of service for the periods indicated:



	Six Months Ended June 30,


	2004				2003

	Amount		Percentage		Amount		Percentage


	($ in thousands)
Network costs	$	76,280		65.7%	$	37,994		59.4%
Roaming costs		39,878		34.3%		26,021		40.6%

Total cost of service	$	116,158		100.0%	$	64,015		100.0%

For the six months ended June 30, 2004, our network costs, which are the costs we incurred in operating our wireless network and providing service to our customers, increased $38.3 million, or 100.8%, to $76.3 million from $38.0 million for the comparable period in 2003. The acquisitions accounted for $38.1 million of our network costs for the six months ended June 30, 2004 and $0.7 million of our network costs for the six months ended June 30, 2003. Before giving effect to the acquisitions, our network costs increased $0.9 million. This increase is primarily a result of adding new circuits and cell sites related to our new GSM network, offset by credits received from certain of our network service providers and renegotiated lower local access rates charged to us by third-party providers for use of local access across the network.

For the six months ended June 30, 2004, our roaming costs increased by $13.9 million, or 53.3%, to $39.9 million from $26.0 million compared to the same period in 2003. The acquisitions accounted for $20.4 million of our roaming costs for the six months ended June 30, 2004, and $0.8 million of our roaming costs for the six months ended June 30, 2003. Before giving effect to the acquisitions, our roaming costs declined $5.7 million. This decline is primarily a result of a 31.4% decrease in roaming costs per minute-of-use in our non-acquisition markets as contractual rates decreased in 2004, offset by an 11.9% increase in the minutes used by our customers on third-party wireless providers’ networks, in our non-acquisition markets.

Cost of equipment. For the six months ended June 30, 2004, our cost of equipment increased $33.5 million, or 186.6%, to $51.4 million during 2004 from $17.9 million in 2003. The acquisitions accounted for $26.4 million of our cost of equipment for the six months ended June 30, 2004, and $0.2 million of our cost of equipment for the six months ended June 30, 2003. Before giving effect to the acquisitions, our cost of equipment increased $7.3 million. This increase in cost of equipment is due to an increase in the average cost of handsets sold to customers, along with increased purchases of new handsets due to an increase in the number of customers upgrading to new rate plans, including our new GSM rate plans.

Marketing and selling costs. For the six months ended June 30, 2004, our marketing and selling costs increased $35.7 million, or 131.5%, to $62.9 million from $27.2 million for the six months ended June 30, 2003. The acquisitions accounted for $32.4 million of our marketing and selling costs for the six months ended June 30, 2004, and $0.4 million of our marketing and selling costs for the six months ended June 30, 2003. Before giving effect to the acquisitions, our marketing and selling costs increased $3.7 million. This is primarily due to increased spending on advertising to launch our new GSM rate plans.

General and administrative costs. For the six months ended June 30, 2004, our general and administrative costs increased $54.2 million, or 166.4%, to $86.8 million from $32.6 million for the six months ended June 30, 2003. The acquisitions accounted for $51.4 million of our general and administrative costs for the six months ended June 30, 2004, and $0.3 million of our general and administrative costs for the six months ended June 30, 2003. Before giving effect to the acquisitions, our general and administrative costs increased $3.1 million. This increase is a result of increased infrastructure costs such as customer service, billing, and administrative costs as a result of the overall growth of our business.

Depreciation and amortization expense. For the six months ended June 30, 2004, our depreciation and amortization expense increased $50.8 million, or 123.2%, to $92.1 million from $41.3 million for 2003. The acquisitions accounted for $46.3 million of our depreciation and amortization expense for the six months

ended June 30, 2004, and $0.2 million of our depreciation and amortization expense for the six months ended June 30, 2003. Before giving effect to the acquisitions, our depreciation and amortization expense increased $4.7 million. This increase in our non-acquisition markets is a result of additional depreciation on fixed assets acquired or constructed in 2003 and the first six months of 2004.

Interest expense. For the six months ended June 30, 2004, our interest expense increased $59.7 million, or 126.2%, to $107.0 million from $47.3 million for the six months ended June 30, 2003. This is primarily due to increased long-term debt related to our acquisition of American Cellular.

Gain from extinguishment of debt. For the six months ended June 30, 2004, our gain from extinguishment of debt was $5.7 million. The gain from extinguishment of debt for the six months ended June 30, 2004, was due to our repurchase of $55.5 million principal amount of our 8.875% senior notes at an aggregate cost of $48.3 million, offset by a loss on redemption of the remaining Dobson/ Sygnet senior notes.

Redemptions and repurchase of, and dividends on, preferred stock. For the six months ended June 30, 2004, dividends on preferred stock are represented as both a financing expense, included in our net (loss) income, and as an item below our net (loss) income. For the six months ended June 30, 2004, dividends on preferred stock are reflected only in our net (loss) income applicable to common shareholders. This change in presentation is the result of implementing SFAS No. 150 during 2003, which requires dividends on mandatorily redeemable preferred stock and any gains or losses on redemption and repurchases of mandatorily redeemable preferred stock to be reflected as a financing expense included in net (loss) income for periods beginning after June 15, 2003. Thus, our income statement includes the following:



		Six Months Ended
		June 30,

		2004			2003


		($ in thousands)
Financing expense (above net (loss) income):
	Gain from redemption and repurchased of preferred stock	$	5,069		$	—
	Dividends on mandatorily redeemable preferred stock		(16,907	)		—
Items applicable to common shareholders (below net (loss) income):
	Dividends on preferred stock		(3,717	)		(40,543	)
	Gain from redemption and repurchased of preferred stock		—			218,310

Although our dividends on preferred stock are in two separate line items for the six months ended June 30, 2004, they totaled $20.6 million on a combined basis, which compares to $40.5 million for the six months ended June 30, 2003. This decrease in dividends of $19.9 million is the result of the reduction in the number of shares of our preferred stock outstanding due to redemptions and repurchases of our preferred stock during 2003 and the first six months of 2004.

During the six months ended June 30, 2004, we repurchased a total of 14,816 shares of our 12.25% senior exchangeable preferred stock and 3,475 shares of our 13% senior exchangeable preferred stock for $12.8 million. These repurchases resulted in a gain from redemption and repurchases of preferred stock totaling $5.1 million. The gain from redemption and repurchases of preferred stock has been included in our loss from continuing operations.

During the six months ended June 30, 2003, prior to the adoption of SFAS No. 150, we repurchased a total of 32,707 shares of our 12.25% senior exchangeable preferred stock and 27,500 shares of our 13% senior exchangeable preferred stock, for an aggregate purchase price of $36.6 million. This resulted in a gain from repurchase of preferred stock totaling $23.6 million. In addition, AT&T Wireless transferred to us all of our Series AA preferred stock, which had a fair value that was substantially lower than our carrying value, thus resulting in a gain on redemption of preferred stock of $194.7 million. Therefore, our total gain from redemptions and repurchases of preferred stock prior to adoption of SFAS No. 150 (on July 1, 2003), was $218.3 million.

Other income, net. For the six months ended June 30, 2004, our other income decreased by $2.9 million, or 62.7%, to $1.7 million from $4.6 million for the six months ended June 30, 2003, primarily due to a decrease in interest income due to lower interest rates.

Minority interests in income of subsidiaries. For the six months ended June 30, 2004, our minority interests in income of subsidiaries decreased $1.4 million, or 41.2%, to $2.0 million from $3.4 million in 2003. This decrease was attributable to the decreased income earned from our subsidiaries in markets in which we do not own a 100% interest.

Discontinued operations. For the six months ended June 30, 2004, we had income from discontinued operations of $0.4 million compared to income from discontinued operations (including the gain on the sale) of $37.9 million for the six months ended June 30, 2003. Our discontinued operations during 2004 include the Maryland properties included in the swap with Cingular Wireless, while our discontinued operations during 2003 include both the California properties included in the swap with AT&T Wireless and the Maryland properties included in the swap with Cingular Wireless.

Net (loss) income. For the six months ended June 30, 2004, our net loss was $28.7 million. Our net income decreased $93.4 million, from net income of $64.7 million for the six months ended June 30, 2003. The decrease in our net income was primarily attributable to our increase in interest expense, our dividends on mandatorily redeemable preferred stock for the six months ended June 30, 2004, and the income from discontinued operations (including the gain on the sale) of $37.9 million for the six months ended June 30, 2003.

Liquidity and Capital Resources

We have required, and will likely continue to require, substantial capital to further develop, expand and upgrade our wireless systems and those we may acquire. We have financed our operations through cash flows from operating activities, and when necessary, bank debt and the sale of debt and equity securities. Although we cannot provide assurance, assuming successful implementation of our strategy, including the continuing development of our wireless systems and significant and sustained growth in our cash flows, we believe that borrowings under our DCS credit facility, our cash on hand and cash flows from operations are expected to be sufficient to satisfy our currently expected capital expenditures, working capital and debt service obligations over the next year. Our bank credit facility requires that we meet certain leverage ratios. To meet these ratios, we may need to use available cash to reduce our overall indebtedness by year-end 2004, refinance the indebtedness under our bank credit facility, or obtain a waiver of the leverage ratios covenants from our lender banks. The actual amount and timing of our future capital requirements may differ materially from our estimates as a result of, among other things, the demand for our services and the regulatory, technological and competitive developments that may arise.

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


	*Net Cash Flow*

At June 30, 2004, we had working capital of $10.8 million, a ratio of current assets to current liabilities of 1:1 and an unrestricted cash balance of $99.6 million, which compares to working capital of $101.6 million, a ratio of current assets to current liabilities of 1.4:1 and an unrestricted cash balance of $208.2 million at December 31, 2003. Working capital has decreased due primarily to our repurchase of $48.3 million of our 8.875% senior notes during the first quarter of 2004 and our repurchase of $12.8 million of our senior exchangeable preferred stock during the second quarter of 2004.

Our net cash provided by operating activities totaled $31.9 million for the six months ended June 30, 2004, compared to $104.7 million for the six months ended June 30, 2003. The decrease was primarily due to a decrease in our income from continuing operations, a decrease in cash provided by discontinued operations, and changes in our current assets and liabilities, which required more net cash payments in 2004 than in 2003.

Our net cash used in investing activities totaled $84.1 million for the six months ended June 30, 2004, compared to $54.1 million for the six months ended June 30, 2003. Our net cash used in investing activities for the six months ended June 30, 2004, primarily relates to capital expenditures of $88.9 million and the acquisition of NPI on June 15, 2004, for $29.4 million, offset by $22.0 million in cash received from Cingular Wireless as part of our Michigan/Maryland swap and $11.4 million from receipt of funds held in escrow for contingencies on previously sold assets. Capital expenditures for the six months ended June 30, 2003, were $48.5 million.

Our net cash used in financing activities was $56.4 million for the six months ended June 30, 2004, compared to $87.2 million for the six months ended June 30, 2003. Our financing activity uses for the six months ended June 30, 2004, consisted primarily of repayments and repurchases of long-term debt totaling $63.5 million, redemption and repurchase of preferred stock of $12.8 million, offset by proceeds from long-term debt of $28.0 million. Our primary financing activity uses for the six months ended June 30, 2003, included repayments of long-term debt totaling $35.2 million, payment of preferred stock dividends of $10.8 million and the redemption and repurchase of exchangeable preferred stock of $36.6 million.


	*Capital Resources and Commitments*


	DCS Credit Facility

On October 23, 2003, our wholly-owned subsidiary, Sygnet Wireless and its wholly-owned subsidiary, Sygnet Communications, were merged with and into our wholly-owned subsidiary, DCS, and immediately thereafter, Dobson Operating Co. LLC, or DOC LLC, repaid and terminated its revolving credit facility. DCS then entered into a new senior secured credit facility consisting of:

• a 6-year $150.0 million senior secured revolving credit facility, and

• a 6.5-year $550.0 million senior secured term loan facility.

The DCS credit facility is guaranteed by us, DOC LLC and DOC Lease Co LLC, and is secured by a first priority security interest in all of the tangible and intangible assets of DCS. The DCS credit facility is not guaranteed by American Cellular or any of its subsidiaries.

Interest on the DCS credit facility is currently based on a LIBOR formula plus a spread. At June 30, 2004, we had $573.9 million outstanding under the term loan of this credit facility, and we had $122.0 million of the revolving credit facility available.

Under specified terms and conditions, including covenant compliance, the amount available under the DCS credit facility may be increased by an incremental facility of up to $200.0 million. We have the right to make no more than four requests to increase the amount of the credit facility and with respect to the revolving credit facility, any such request must be made at least 12 months prior to the credit termination date and with respect to the term loan facility, any such request must be made within 30 months of the closing date of the DCS credit facility. Any incremental facility will have a maturity greater than the weighted average life of the existing debt under the DCS credit facility.

The DCS credit facility requires scheduled principal or amortization payments of the term loan facility and prohibits reductions in commitments under the revolving credit facility. The term loan facility will amortize 1% per annum for the first 5.5 years and in equal quarterly installments for the balance in the final year. The revolving credit facility is scheduled to mature in April 2009 and the term loan facility is scheduled to mature in April 2010. However, if we have not refinanced or repaid our $300 million principal amount of 10.875% senior notes by January 31, 2010, then the term loan facility will mature on January 31, 2010.

DCS also is required to make mandatory reductions of the credit facility with the net cash proceeds received from certain issuances of debt and equity and upon any material sale of assets by DCS and its subsidiaries.

The DCS credit facility agreement contains covenants that, subject to specified exceptions, limit our ability to:

• make capital expenditures;

• sell or dispose of assets;

• incur additional debt;

• create liens;

• merge with or acquire other companies;

• engage in transactions with affiliates, including dividend restrictions; and

• make loans, advances or stock repurchases.

On May 7, 2004 the financial covenants in the DCS credit facility were amended in a manner that we expect to increase our operating flexibility. Distributions of excess cash flow by DCS to us will be restricted unless our leverage ratio is less than certain levels as specified in the amendment to the credit facility.


	Dobson Senior Notes


	8.875% Senior Notes

On September 26, 2003, we completed the private sale of $650.0 million principal amount of 8.875% senior notes due 2013. The net proceeds from the sale of the notes were used to repay in full all amounts owing under the bank credit facility of DOC LLC, and to repay in part amounts owing under the bank credit facility of Sygnet Wireless, Inc. The senior notes rank pari passu in right of payment with any of our existing and future senior indebtedness and are senior to all existing and future subordinated indebtedness. American Cellular is an unrestricted subsidiary for purposes of our 8.875% senior notes.

In connection with the closing of the sale of the notes, we entered into an indenture dated September 26, 2003 with Bank of Oklahoma, National Association, as Trustee. The indenture contains certain covenants including, but not limited to, covenants that limit our ability and that of our restricted subsidiaries to:

• incur indebtedness;

• incur or assume liens;

• make restricted payments;

• impose dividend or other payment restrictions affecting our restricted subsidiaries;

• issue and sell capital stock of our restricted subsidiaries;

• issue certain capital stock;

• issue guarantees of indebtedness;

• enter into transactions with affiliates;

• sell assets;

• engage in unpermitted lines of business;

• enter into sale or leaseback transactions; and

• make payments for the consent, waiver or amendment of any of the provisions of the Indenture.

On February 28, 2004, our Board of Directors authorized us to expend up to $50.0 million to repurchase some of our outstanding 10.875% senior notes and 8.875% senior notes. Through June 30, 2004, we had repurchased $55.5 million principal amount of our 8.875% senior notes at an aggregate cost of $48.3 million, excluding accrued interest. These repurchases resulted in a gain on extinguishment of debt, net of deferred financing costs, of $6.1 million.


	10.875% Senior Notes

On June 15, 2000, we completed the private sale of $300.0 million principal amount of our 10.875% senior notes due 2010. We used the proceeds to repay indebtedness under the revolving credit facility of DOC LLC, and for working capital and other general corporate purposes. The senior notes rank pari passu in right of payment with any of our existing and future unsubordinated indebtedness and are senior to all existing and future subordinated indebtedness. American Cellular is an unrestricted subsidiary for purposes of our 10.875% senior notes.

In connection with the closing of the sale of the notes, we entered into an indenture with The Bank of New York, as successor trustee to United States Trust Company of New York. The indenture contains certain covenants including, but not limited to, covenants that limit our ability and that of our restricted subsidiaries to:


	Preferred Stock

During August 2003, in conjunction with the American Cellular reorganization, we issued 686,201 shares of our Series F convertible preferred stock having an aggregate liquidation preference of $122.5 million and convertible into a maximum of 14.0 million shares of our Class A common stock, plus $48.7 million in cash and 44.2 million shares of our Class A common stock to the former holders of $681.9 million principal amount of American Cellular’s outstanding 9.5% senior subordinated notes due 2009 and their advisors. Our outstanding Series F convertible preferred stock had an aggregate liquidation preference of $122.5 million, plus accrued dividends, at June 30, 2004.

As of June 30, 2004, we had outstanding 46,181 shares of our 12.25% senior exchangeable preferred stock with an aggregate liquidation value of $46.2 million, plus accrued dividends, and 198,898 shares of our 13% senior exchangeable preferred stock with an aggregate liquidation value of $199.0 million, plus accrued dividends. Each certificate of designation for our senior preferred stock contains restrictive covenants, which may limit our ability to incur indebtedness in the future. During the six months ended June 30, 2004, we repurchased a total of 14,816 shares of our 12.25% senior exchangeable preferred stock and 3,475 shares of our 13% senior exchangeable preferred stock. The preferred stock repurchases totaled 18,291 shares for $12.8 million, all of which were subsequently canceled. These repurchases resulted in a gain on redemption and repurchases of preferred stock totaling $5.1 million. The gain on redemption and repurchases of preferred stock has been included in our loss from continuing operations. During the first quarter of 2003, we repurchased a total of 32,707 shares of our 12.25% senior exchangeable preferred stock and 27,500 shares of our 13% senior exchangeable preferred stock. The preferred stock repurchases totaled 60,207 shares for

$36.6 million, all of which were canceled by March 31, 2003. These repurchases resulted in a gain on redemption and repurchase of preferred stock totaling $23.6 million for the six months ended June 30, 2003.

On June 15, 2004, our Board of Directors authorized us to expend up to $50.0 million to repurchase some of our outstanding 12.25% and 13% senior exchangeable preferred stock. Through August 6, 2004, we had repurchased a total of 24,291 shares for $17.4 million.


	American Cellular Senior Notes

In connection with the American Cellular reorganization, on August 8, 2003, ACC Escrow Corp. (now American Cellular) completed an offering of $900.0 million aggregate principal amount of 10.0% senior notes due 2011. These senior notes were issued at par. On August 19, 2003, ACC Escrow Corp. was merged into American Cellular, and the net proceeds from the offering were used to fully repay American Cellular’s existing bank credit facility, and to pay expenses of the offering and a portion of the expenses of the restructuring. We are not a guarantor of these senior notes.

During 2001, American Cellular issued, $700.0 million principal amount of its 9.5% senior subordinated notes due 2009 at a discount of $6.9 million. The discount was being amortized over the life of the notes. In August 2003, as part of the restructuring of American Cellular, holders of $681.9 million outstanding principal amount of American Cellular’s senior notes surrendered their senior notes and received approximately $48.7 million in cash, 43.9 million shares of newly issued shares of our Class A common stock, and 681,900 shares of our Series F convertible preferred stock, which has an aggregate liquidation preference of approximately $121.8 million and is convertible into a maximum of 13.9 million shares of our Class A common stock. We also issued an additional 4,301 shares of our Series F convertible preferred stock and 276,848 shares of our Class A common stock in payment of certain fees. There remains outstanding $18.1 million liquidation value of American Cellular’s 9.5% senior subordinated notes.

American Cellular has required, and will likely continue to require, substantial capital to further develop, expand and upgrade its wireless systems.


	Capital Expenditures and Other Commitments

Our capital expenditures were $88.9 million for the six months ended June 30, 2004. We plan to spend approximately $140 million for capital expenditures in 2004. The majority of these planned expenditures that occurred during the first half of 2004 were in relation to the build-out of our GSM/GPRS/EDGE network. However, the amount and timing of capital expenditures may vary depending on the rate at which we expand and develop our wireless systems and whether we consummate additional acquisitions.

On July 29, 2003, we entered into agreements with certain holders of options granted under the Dobson Communications 2000 Stock Incentive Plan, or 2000 Plan, with exercise prices in excess of $10.00 per share in which we agreed to issue new options under our 2000 Plan in exchange for their existing options. Under these agreements, holders of options with an exercise price of more than $10.00 per share but less than $15.00 per share would receive new options for the same number of underlying shares; holders of options with exercises prices of at least $15.00 and less than $20.00 would receive new options to purchase one share of our Class A common stock for every two shares underlying their existing options, and holders of existing options with exercises prices greater than $20.00 per share would receive new options to purchase one share of our Class A common stock for every three shares underlying their existing options. On February 2, 2004, we issued new options under the exchange agreements, all at an exercise price of $7.09 per share. The vesting schedule for each new option was the same as the replaced options. No options held by our non-management directors were included in the foregoing exchange program.

On March 10, 2004, our Board of Directors authorized the grants of non-qualified options under the Dobson Communications 1996 Stock Option Plan, or 1996 Plan, the 2000 Plan, and the Dobson Communication 2002 Stock Incentive Plan, or 2002 Plan, to purchase an aggregate of 3,602,475 shares of our Class A common stock to our directors and executive officers, and certain other of our officers and employees. We authorized grants of options to purchase 55,500 shares of our Class A common stock under our 1996 Plan;

options to purchase 2,585,000 shares of our Class A common stock under our 2000 Plan and options to purchase 961,975 shares of our Class A common stock under our 2002 Plan. Each option is for a term of ten years and vests at the rate of 25% per year. Each option is exercisable at an exercise price of $3.49 per share (subject to standard anti-dilution adjustments), which was the market price of our Class A common stock on the date the options were granted.


	*Contractual Obligations*

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


	*Off-Balance Sheet Arrangements*

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

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 business successfully and to compete effectively in our wireless business against competitors with greater financial, technical, marketing and other resources; changes in end-user requirements and preferences; the development of other technologies and products that may gain more commercial acceptance than those of ours; and adverse regulatory changes. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update or revise these forward-looking statements to reflect events or circumstances after the date hereof including, without limitation, changes in our business strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.


Item 3.	*Quantitative and Qualitative Disclosures About Market Risk*

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.

At June 30, 2004, we had long-term debt outstanding of $2.4 billion, of which, $573.9 million bears interest at floating rates. These rates averaged 4.4% for the six months ended June 30, 2004. One percentage point of an interest rate adjustment would change our cash interest payments on an annual basis by approximately $5.7 million.


Item 4.	*Controls and Procedures*

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

PART II. OTHER INFORMATION


Item 1.	*Legal Proceedings*

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


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

Not applicable


Item 3.	*Defaults Upon Senior Securities*

Not applicable


Item 4.	*Submission of Matters to a Vote of Security Holders*

Our 2004 Annual Meeting of Stockholders was held on June 15, 2004. At the meeting, the following items were submitted to a vote of stockholders.

(a) The following nominees were elected to serve on the Board of Directors:


	Votes		Votes
Name of Nominee	Cast For		Withheld

Fred J. Hall		268,969,170		2,220,364

The following will continue to serve on the Board of Directors:

Everett R. Dobson

Stephen T. Dobson

Mark S. Feighner

Justin L. Jaschke

Albert H. Pharis, Jr

Robert A. Schriesheim

(b) Amendment to the Dobson Communications Corporation 2002 Stock Incentive Plan (the “2002 Plan”) to increase the number of shares of the Company’s Class A common stock reserved for issuance under the 2002 Plan from 7.0 million to 11.0 million shares was approved.


	Votes Cast		Votes
	For		Withheld

Amendment		223,194,685		47,994,849


	Votes Cast		Votes
Name of Nominee	For		Withheld

KPMG LLP		270,776,658		412,876


Item 5.	*Other Information*

Not applicable


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

(a) Exhibits

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


Exhibit				Method of
Numbers			Description	Filing

	2	.1	Purchase Agreement dated July 25, 2003 for ACC Escrow Corp. and American Cellular Corporation $900,000,000 10.0% Series A Senior Notes due 2011		(22)[2.3]
	2	.2	Purchase Agreement dated September 12, 2003 for Dobson Communications Corporation $650,000,000 8 7/8% Senior Notes due 2013		(25)[2.4]
	2	.3	Agreement and Plan of Merger of ACC Escrow Corp. and American Cellular Corporation		(25)[2.5]
	3	.1	Registrant’s Amended and Restated Certificate of Incorporation.		(6)[3.1]
	3	.1.1	Registrant’s Certificate of Retirement of Preferred Stock dated January 7, 2003		(20)[3.1.1]
	3	.1.2	Registrant’s Certificate of Retirement of Preferred Stock dated February 4, 2003		(20)[3.1.2]
	3	.1.3	Registrant’s Certificate of Amendment of Certificate of Incorporation		(25)[3.1.3]
	3	.1.4	Registrant’s Certificate of Retirement of Preferred Stock dated November 30, 2003		(26)[3.1.4]
	3	.1.5	Registrant’s Certificate of Retirement of Preferred Stock dated December 31, 2003		(26)[3.1.5]
	3	.1.6	Registrant’s Certificate of Retirement of Preferred Stock dated July 15, 2004		(30)
	3	.2	Registrant’s Amended and Restated By-laws		(28)[3]
	4	.1	Amended, Restated, and Consolidated Revolving Credit and Term Loan Agreement dated as of January 18, 2000 among Dobson Operating Co., L.L.C., Banc of America Securities, LLC, Bank of America, N.A., Lehman Commercial Paper Inc. and TD Securities (USA) Inc., and First Union National Bank and PNC Bank, National Association, and the Lenders.		(6)[4.6]
	4	.1.1	Amendment, Waiver and Consent to the Dobson Operating Co., L.L.C., Credit Agreement dated as of June 19, 2000 among Dobson Operating Co., L.L.C., as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders and Guarantors		(7)[10.2]
	4	.1.2	Amendment and Consent dated November 24, 2000 to Amended, Restated and Consolidated Revolving Credit and Term Loan Agreement		(10)[4.3.2]
	4	.1.3	Amendment and Consent dated May 4, 2001 to Amended, Restated and Consolidated Revolving Credit and Term Loan Agreement		(14)[4.1.3]
	4	.1.4	Amendment dated August 1, 2001 to Amended, Restated and Consolidated Revolving Credit and Term Loan Agreement		(14)[4.1.4]
	4	.1.5	Amendment dated January 23, 2002 to the Amended, Restated and Consolidated Revolving Credit and Term Loan Agreement		(14)[4.1.5]
	4	.1.6	Second Amended, Restated and Consolidated Revolving Credit Agreement among Dobson Operating Co., LLC, as Borrower, the Lenders party thereto, as Lenders, and Lehman Commercial Paper, Inc., as Administrative Agent, dated September 26, 2003		(23)[4.1.6]
	4	.2	Indenture dated December 23, 1998 between Dobson/ Sygnet Communications Company, as Issuer, and United States Trust Company of New York, as Trustee.		(2)[4.1]


Exhibit				Method of
Numbers			Description	Filing

	4	.2.1	Supplemental Indenture dated October 23, 2003 by and between Dobson/ Sygnet Communications Company and The Bank of New York, as Successor to The United States Trust Company of New York, as Trustee		(24)[4.2.1]
	4	.3	Form of Common Stock Certificate.		(6)[4.16]
	4	.4	Indenture dated June 22, 2000 by the Registrant and United States Trust Company of New York, as Trustee		(7)[4]
	4	.5	Senior Debt Indenture dated as of July 18, 2001, between the Registrant and The Bank of New York, as Trustee		(11)[4.2]
	4	.6.1	Subordinated Debt Indenture dated as of July 18, 2001 between the Registrant and The Bank of New York, as Trustee		(11)[4.3]
	4	.6.2	Certificate of Trust for Dobson Financing Trust		(11)[4.4]
	4	.7	Declaration of Trust for Dobson Financing Trust		(11)[4.5]
	4	.8	Indenture dated as February 28, 1997 between the Registrant and United States Trust Company of New York, as Trustee		(4)[4.6]
	4	.9	Credit agreement among the Agents and Lenders named therein and Sygnet Wireless Inc. (f/k/a Dobson/ Sygnet Operating Company) dated December 22, 1998		(3)[4.4]
	4	.10	Form of Certificate of Designation of the Powers, Preferences and Relative, Optional and Other Special Rights of the Registrant’s Series F Convertible Preferred Stock		(22)[4.12]
	4	.10.1	Certificate of Correction of Certificate of Designation of Series F Convertible Preferred Stock		(22)[4.12.1]
	4	.11	Indenture dated August 8, 2003 between ACC Escrow Corp. and Bank of Oklahoma, National Association, as Trustee		(22)[4.13]
	4	.11.1	First Supplemental Indenture dated August 19, 2003 between American Cellular Corporation, certain Guarantors and Bank of Oklahoma, National Association, as Trustee		(22)[4.13.1]
	4	.12	First Supplemental Indenture dated August 19, 2003 with reference to Indenture dated March 14, 2001, between American Cellular Corporation, ACC Acquisition LLC, Subsidiary Guarantors and Bank of Oklahoma, related to the issuance by American Cellular Corporation of its 9 1/2% Subordinated Notes due 2009		(22)[4.14]
	4	.13	8 7/8% Senior Note Indenture dated as of September 26, 2003 by Dobson Communications Corporation and Bank of Oklahoma, National Association, as Trustee		(23)[4.14]
	10	.1	Registrant’s 2002 Employee Stock Purchase Plan		(16)[10.1]
	10	.1.1*	Registrant’s 1996 Stock Option Plan, as amended.		(3)[10.1.1]
	10	.1.2*	2000-1 Amendment to the DCC 1996 Stock Option Plan.		(6)[10.1.3]
	10	.1.3*	Dobson Communications Corporation 2000 Stock Incentive Plan.		(6)[10.1.4]
	10	.2*	Registrant’s 2002 Stock Incentive Plan		(16)[10.2]
	10	.3.1*	Letter dated June 3, 1996 from Registrant to Bruce R. Knooihuizen describing employment arrangement.		(4)[10.3.2]
	10	.3.2*	Letter dated October 15, 1996 from Fleet Equity Partners to Justin L. Jaschke regarding director compensation.		(4)[10.3.3]
	10	.3.3*	Letter dated October 28, 1997 from Registrant to R. Thomas Morgan describing employment arrangement.		(1)[10.3.5]
	10	.3.4*	Letter dated August 25, 1998 from Registrant to Richard D. Sewell, Jr. describing employment arrangement.		(3)[10.3.6]


Exhibit				Method of
Numbers			Description	Filing

	10	.3.5*	Consulting Agreement dated December 21, 1998 between Registrant and Albert H. Pharis, Jr.
	10	.4	Operating Agreement dated January 16, 1998, as amended, between AT&T Wireless Services, Inc. and Dobson Cellular Systems, Inc.	(3)[10.3.7] (6)[10.4.4]
	10	.4.1	Second Addendum to Operating Agreement between AT&T Wireless Services, Inc. and its Affiliates and Dobson Cellular Systems, Inc. and its Affiliates dated May 8, 2002		(15)[10.5.1]
	10	.4.2	Fourth Addendum to Operating Agreement between AT&T Wireless Services, Inc. and its Affiliates and Dobson Cellular Systems, Inc. and its Affiliates dated July 11, 2003		(21)[10.9.2]
	10	.5†	Purchase and License Agreement between Nortel Networks, Inc. and Dobson Communications Corporation, dated as of November 16, 2001.		(14)[10.6]
	10	.5.1†	Amendment No. 1 to the Purchase and License Agreement between Nortel Networks, Inc. and Dobson Communications Corporation, dated August 5, 2002.		(17)[10.6.1]
	10	.6	Second Amended and Restated Partnership Agreement of Gila River Cellular General Partnership dated September 30, 1997		(5)[10.8]
	10	.7	Stockholder and Investor Rights Agreement dated January 31, 2000 among the Registrant and the Shareholders listed therein (without exhibits).		(6)[10.7.2.3]
	10	.7.1	Amendment No. 1 to Stockholder and Investor rights Agreement among AT&T Wireless Services, Inc., the Registrant, and certain other parties		(9)[10.4]
	10	.8*	Form of Dobson Communications Corporation Director Indemnification Agreement.		(6)[10.9]
	10	.9	Second Amended and Restated Limited Liability Company Agreement of ACC Acquisition LLC between AT&T Wireless JV Co. and Dobson JV Company dated as of February 25, 2000.
	10	.10	Amended and Restated Supplemental Agreement among AT&T Wireless, Dobson Communications Corporation, Dobson CC Limited Partnership, and other signatories thereto, dated February 25, 2000.	(8)[10.1] (8)[10.1.1]
	10	.11	Amended and Restated Management Agreement between Dobson Cellular Systems, Inc. and ACC Acquisition LLC dated as of February 25, 2000.		(8)[10.2]
	10	.11.1	Management Agreement between Dobson Cellular Systems, Inc. and American Cellular Corporation effective as of August 19, 2003		(22)[10.14.1]
	10	.12	Amended and Restated Operating Agreement dated February 25, 2000 by and between AT&T Wireless Services, Inc., on behalf of itself and its Affiliates (as defined therein) and ACC Acquisition L.L.C., on behalf of itself and its Affiliates (as defined therein).		(8)[10.3]
	10	.12.1	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		(15)[10.16.1]
	10	.13	Amended and Restated Operating Agreement dated February 25, 2000 by and between Dobson Cellular Systems, Inc., on behalf of itself and its Affiliates (as defined therein) and ACC Acquisition L.L.C., on behalf of itself and its Affiliates (as defined therein).		(8)[10.4]
	10	.14	Asset Purchase Agreement dated October 29, 2001 by and between Dobson Cellular Systems, Inc., and Cellco Partnership, a Delaware general partnership, d/b/a/ Verizon Wireless		(12)[10.22]
	10	.15	Asset Purchase Agreement dated December 6, 2001 by and between Dobson Cellular System, Inc., and Cellco Partnership, a Delaware general partnership, d/b/a/ Verizon Wireless		(13)[10.1]


Exhibit				Method of
Numbers			Description	Filing

	10	.16†	InterCarrier Multi-Standard Roaming Agreement effective as of January 25, 2002 between Cingular Wireless, LLC, and its affiliates, and Dobson Cellular Systems, Inc., and its affiliates.		(14)[10.23]
	10	.17	Master Services Agreement between Dobson Cellular Systems, Inc. and Convergys Information Management Group Inc. dated December 1, 2002.		(18)[10.24]
	10	.18	Asset Exchange Agreement dated as of December 24, 2002, between Dobson Cellular Systems, Inc. and AT&T Wireless Services, Inc.		(19)[10.1]
	10	.19	Transition Services Agreement dated as of December 24, 2002, between Dobson Cellular Systems, Inc. and AT&T Wireless Services, Inc.		(19)[10.2]
	10	.20	Master Lease Agreement dated as of December 23, 2002 between Dobson Cellular Systems, Inc. and AT&T Wireless Services, Inc.		(19)[10.3]
	10	.21†	Roaming Agreement for GSM/ GPRS between AT&T Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated July 11, 2003		(21)[10.28]
	10	.22†	GSM/ GPRS Operating Agreement between AT&T Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated July 11, 2003, as amended		(21)[10.29]
	10	.23†	Roaming Agreement for GSM/ GPRS between AT&T Wireless Services, Inc. and American Cellular Corporation dated July 11, 2003		(21)[10.30]
	10	.24†	GSM/ GPRS Operating Agreement between AT&T Wireless Services, Inc. and American Cellular Corporation dated July 11, 2003		(21)[10.31]
	10	.25†	Second Amended and Restated TDMA Operating Agreement between AT&T Wireless Services, Inc. on behalf of itself and its affiliates and ACC Acquisition LLC, on behalf of itself, American Cellular Corporation and their respective affiliates dated July 11, 2003		(21)[10.32]
	10	.26	Tax Allocation Agreement dated August 19, 2003, between Dobson Communications Corporation and American Cellular Corporation		(22)[10.33]
	10	.27	Registration Rights Agreement dated as of August 8, 2003 by and between ACC Escrow Corp. as Issuer, American Cellular Corporation, certain Guarantors listed on Schedule A and Bear, Stearns & Co., Inc. and Morgan Stanley & Co. Incorporated, as Initial Purchasers		(22)[10.34]
	10	.28	Registration Rights Agreement dated August 19, 2003 between Dobson Communications Corporation and holders of Class A Common Stock and Series F Convertible Preferred Stock		(22)[10.35]
	10	.29	Registration Rights Agreement between Dobson Communications Corporation and Bank of America, N.A. dated as of March 15, 2002		(22)[10.36]
	10	.30	Registration Rights Agreement dated September 26, 2003 among Dobson Communications Corporation, Lehman Brothers, Inc., Morgan Stanley & Co., Incorporated, and Bear, Stearns & Co., Inc. Credit Agreement by and among Dobson Cellular Systems, Inc., Dobson Communications Corporation, Dobson Operating Co.,		(23)[10.37]
	10	.31	L.L.C. and Lehman Commercial Paper Inc., as Administrative Agent for the Lenders dated October 23, 2003		(24)[10.38]
	10	.31.1	Amendment No. 1 dated March 9, 2004, to Credit Agreement by and among Dobson Cellular Systems, Inc., Dobson Operating Co., L.L.C. and Lehman Commercial Paper Inc., as Administrative Agent for the Lenders dated October 23, 2003.		(27)[4]
	10	.31.2	Amendment No. 2 dated May 7, 2004, to Credit Agreement by and among Dobson Cellular Systems, Inc., Dobson Operating Co., L.L.C. and Lehman Commercial Paper Inc., as Administrative Agent for the Lenders dated October 23, 2003.		(29)[10.32.2]


Exhibit				Method of
Numbers			Description	Filing

	10	.32	Guarantee and Collateral Agreement by and among Dobson Cellular Systems, Inc., Dobson Communications Corporation, Dobson Operating Co., L.L.C. and Lehman Commercial Paper Inc., as Administrative Agent for the Lenders dated October 23, 2003		(24)[10.39]
	10	.33	Escrow Agreement dated August 8, 2003 by and between ACC Escrow Corp. and Bank of Oklahoma, National Association, as trustee and escrow agent		(25)[10.40]
	10	.34	Registration Rights Agreement dated as of September 26, 2003 by and among Dobson Communications Corporation, Lehman Brothers Inc., Morgan Stanley & Co. Incorporated and Bear, Stearns & Co. Inc.		(25)[10.41]
	31	.1	Rule 13a-14(a) Certification by our Chairman and Chief Executive Officer.		(30)
	31	.2	Rule 13a-14(a) Certification by our Chief Financial Officer.		(30)
	32	.1	Section 1350 Certification by our Chairman and Chief Executive Officer.		(30)
	32	.2	Section 1350 Certification by our Chief Financial Officer.		(30)

* Management contract or compensatory plan or arrangement.

† Confidential treatment has been requested for a portion of this document.

(1) Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1997 as the exhibit number indicated in brackets and incorporated by reference herein.

(2) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on January 7, 1999, as the exhibit number indicated in brackets and incorporated by reference herein.

(3) Filed as an exhibit to the Registrant’s Registration Statement on Form S-4 (Registration No. 333-71633), as the exhibit number indicated in brackets and incorporated by reference herein.

(4) Filed as an exhibit to the Registrant’s Registration Statement of Form S-4 (Registration No. 333-23769), as the exhibit number indicated in brackets and incorporated by reference herein.

(5) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on October 15, 1997 and amended on November 6, 1997, as the exhibit number indicated in brackets and incorporated by reference herein.

(6) Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-90759), 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 filed on July 6, 2000, as the exhibit number indicated in brackets and incorporated by reference herein.

(8) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on March 9, 2000, 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/ A on February 22, 2001 as the exhibit number indicated in brackets and incorporated by reference herein.

(15) Filed as an exhibit to the Registrant’s current report on Form 8-K on May 16, 2002 as the exhibit number indicated in brackets and incorporated by reference herein.

(16) Filed as an exhibit to the Registrant’s current report on Form 8-K on June 14, 2002 as the exhibit number indicated in brackets and incorporated by reference herein.

(17) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 20, 2002, as the exhibit number indicated in brackets and incorporated by reference herein.

(18) 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.

(19) Filed as an exhibit to the Registrant’s Current Report on Form 8-K on January 8, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(20) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(21) Filed as an exhibit to the Registrant’s Current Report on Form 8-K on July 28, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(22) Filed as an exhibit to the Registrant’s Current Report on Form 8-K on September 18, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(23) Filed as an exhibit to the Registrant’s Current Report on Form 8-K on October 2, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(24) Filed as an exhibit to the Registrant’s Current Report on Form 8-K on October 29, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(25) Filed as an exhibit to the Registration Statement on Form S-4 (Registration No. 333-110380) as the exhibit number indicated in brackets and incorporated by reference herein.

(26) Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(27) Filed as an exhibit to the Registrant’s Current Report on Form 8-K on March 22, 2004, as the exhibit number indicated in brackets and incorporated by reference herein.

(28) Filed as an exhibit to the Registrant’s Current Report on Form 8-K on April 8, 2004, as the exhibit number indicated in brackets and incorporated by reference herein.

(29) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, as the exhibit number indicated in brackets and incorporated by reference herein.

(30) Filed herewith.

(b) Reports on Form 8-K

The Registrant filed a Current Report on Form 8-K on April 8, 2004, which reported the Registrant’s Board of Directors by unanimous written consent approved Amended and Restated By-laws for the Registrant, effective as of March 31, 2004, under “Item 5. Other Evens and Required FD Disclosure”.

The Registrant filed a Current Report on Form 8-K on May 10, 2004, which reported the Registrant’s Press Release dated May 10, 2004, and the Transcript from the Registrant’s Conference Call held May 11, 2004, under “Item 7. Financial Statements and Exhibits”, and the results of first quarter ended March 31, 2004, under “Item 12. Results of Operation and Financial Condition”.

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.

DOBSON COMMUNICATIONS CORPORATION

Date: August 9, 2004

/s/ EVERETT R. DOBSON

Everett R. Dobson

Chairman of the Board, President and

Chief Executive Officer

(Principal Executive Officer)

Date: August 9, 2004

/s/ BRUCE R. KNOOIHUIZEN

Bruce R. Knooihuizen

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

INDEX TO EXHIBITS


Exhibit				Method of
Numbers			Description	Filing

	2	.1	Purchase Agreement dated July 25, 2003 for ACC Escrow Corp. and American Cellular Corporation $900,000,000 10.0% Series A Senior Notes due 2011		(22)[2.3]
	2	.2	Purchase Agreement dated September 12, 2003 for Dobson Communications Corporation $650,000,000 8 7/8% Senior Notes due 2013		(25)[2.4]
	2	.3	Agreement and Plan of Merger of ACC Escrow Corp. and American Cellular Corporation		(25)[2.5]
	3	.1	Registrant’s Amended and Restated Certificate of Incorporation.		(6)[3.1]
	3	.1.1	Registrant’s Certificate of Retirement of Preferred Stock dated January 7, 2003		(20)[3.1.1]
	3	.1.2	Registrant’s Certificate of Retirement of Preferred Stock dated February 4, 2003		(20)[3.1.2]
	3	.1.3	Registrant’s Certificate of Amendment of Certificate of Incorporation		(25)[3.1.3]
	3	.1.4	Registrant’s Certificate of Retirement of Preferred Stock dated November 30, 2003		(26)[3.1.4]
	3	.1.5	Registrant’s Certificate of Retirement of Preferred Stock dated December 31, 2003		(26)[3.1.5]
	3	.1.6	Registrant’s Certificate of Retirement of Preferred Stock dated July 15, 2004		(30)
	3	.2	Registrant’s Amended and Restated By-laws		(28)[3]
	4	.1	Amended, Restated, and Consolidated Revolving Credit and Term Loan Agreement dated as of January 18, 2000 among Dobson Operating Co., L.L.C., Banc of America Securities, LLC, Bank of America, N.A., Lehman Commercial Paper Inc. and TD Securities (USA) Inc., and First Union National Bank and PNC Bank, National Association, and the Lenders.		(6)[4.6]
	4	.1.1	Amendment, Waiver and Consent to the Dobson Operating Co., L.L.C., Credit Agreement dated as of June 19, 2000 among Dobson Operating Co., L.L.C., as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders and Guarantors		(7)[10.2]
	4	.1.2	Amendment and Consent dated November 24, 2000 to Amended, Restated and Consolidated Revolving Credit and Term Loan Agreement		(10)[4.3.2]
	4	.1.3	Amendment and Consent dated May 4, 2001 to Amended, Restated and Consolidated Revolving Credit and Term Loan Agreement		(14)[4.1.3]
	4	.1.4	Amendment dated August 1, 2001 to Amended, Restated and Consolidated Revolving Credit and Term Loan Agreement		(14)[4.1.4]
	4	.1.5	Amendment dated January 23, 2002 to the Amended, Restated and Consolidated Revolving Credit and Term Loan Agreement		(14)[4.1.5]
	4	.1.6	Second Amended, Restated and Consolidated Revolving Credit Agreement among Dobson Operating Co., LLC, as Borrower, the Lenders party thereto, as Lenders, and Lehman Commercial Paper, Inc., as Administrative Agent, dated September 26, 2003		(23)[4.1.6]
	4	.2	Indenture dated December 23, 1998 between Dobson/ Sygnet Communications Company, as Issuer, and United States Trust Company of New York, as Trustee.		(2)[4.1]
	4	.2.1	Supplemental Indenture dated October 23, 2003 by and between Dobson/ Sygnet Communications Company and The Bank of New York, as Successor to The United States Trust Company of New York, as Trustee		(24)[4.2.1]
	4	.3	Form of Common Stock Certificate.		(6)[4.16]
	4	.4	Indenture dated June 22, 2000 by the Registrant and United States Trust Company of New York, as Trustee		(7)[4]
	4	.5	Senior Debt Indenture dated as of July 18, 2001, between the Registrant and The Bank of New York, as Trustee		(11)[4.2]


Exhibit				Method of
Numbers			Description	Filing

	4	.6.1	Subordinated Debt Indenture dated as of July 18, 2001 between the Registrant and The Bank of New York, as Trustee		(11)[4.3]
	4	.6.2	Certificate of Trust for Dobson Financing Trust		(11)[4.4]
	4	.7	Declaration of Trust for Dobson Financing Trust		(11)[4.5]
	4	.8	Indenture dated as February 28, 1997 between the Registrant and United States Trust Company of New York, as Trustee		(4)[4.6]
	4	.9	Credit agreement among the Agents and Lenders named therein and Sygnet Wireless Inc. (f/k/a Dobson/ Sygnet Operating Company) dated December 22, 1998		(3)[4.4]
	4	.10	Form of Certificate of Designation of the Powers, Preferences and Relative, Optional and Other Special Rights of the Registrant’s Series F Convertible Preferred Stock		(22)[4.12]
	4	.10.1	Certificate of Correction of Certificate of Designation of Series F Convertible Preferred Stock		(22)[4.12.1]
	4	.11	Indenture dated August 8, 2003 between ACC Escrow Corp. and Bank of Oklahoma, National Association, as Trustee		(22)[4.13]
	4	.11.1	First Supplemental Indenture dated August 19, 2003 between American Cellular Corporation, certain Guarantors and Bank of Oklahoma, National Association, as Trustee		(22)[4.13.1]
	4	.12	First Supplemental Indenture dated August 19, 2003 with reference to Indenture dated March 14, 2001, between American Cellular Corporation, ACC Acquisition LLC, Subsidiary Guarantors and Bank of Oklahoma, related to the issuance by American Cellular Corporation of its 9 1/2% Subordinated Notes due 2009		(22)[4.14]
	4	.13	8 7/8% Senior Note Indenture dated as of September 26, 2003 by Dobson Communications Corporation and Bank of Oklahoma, National Association, as Trustee		(23)[4.14]
	10	.1	Registrant’s 2002 Employee Stock Purchase Plan		(16)[10.1]
	10	.1.1*	Registrant’s 1996 Stock Option Plan, as amended.		(3)[10.1.1]
	10	.1.2*	2000-1 Amendment to the DCC 1996 Stock Option Plan.		(6)[10.1.3]
	10	.1.3*	Dobson Communications Corporation 2000 Stock Incentive Plan.		(6)[10.1.4]
	10	.2*	Registrant’s 2002 Stock Incentive Plan		(16)[10.2]
	10	.3.1*	Letter dated June 3, 1996 from Registrant to Bruce R. Knooihuizen describing employment arrangement.		(4)[10.3.2]
	10	.3.2*	Letter dated October 15, 1996 from Fleet Equity Partners to Justin L. Jaschke regarding director compensation.		(4)[10.3.3]
	10	.3.3*	Letter dated October 28, 1997 from Registrant to R. Thomas Morgan describing employment arrangement.		(1)[10.3.5]
	10	.3.4*	Letter dated August 25, 1998 from Registrant to Richard D. Sewell, Jr. describing employment arrangement.		(3)[10.3.6]
	10	.3.5*	Consulting Agreement dated December 21, 1998 between Registrant and Albert H. Pharis, Jr.
	10	.4	Operating Agreement dated January 16, 1998, as amended, between AT&T Wireless Services, Inc. and Dobson Cellular Systems, Inc.	(3)[10.3.7] (6)[10.4.4]
	10	.4.1	Second Addendum to Operating Agreement between AT&T Wireless Services, Inc. and its Affiliates and Dobson Cellular Systems, Inc. and its Affiliates dated May 8, 2002		(15)[10.5.1]


Exhibit				Method of
Numbers			Description	Filing

	10	.4.2	Fourth Addendum to Operating Agreement between AT&T Wireless Services, Inc. and its Affiliates and Dobson Cellular Systems, Inc. and its Affiliates dated July 11, 2003		(21)[10.9.2]
	10	.5†	Purchase and License Agreement between Nortel Networks, Inc. and Dobson Communications Corporation, dated as of November 16, 2001.		(14)[10.6]
	10	.5.1†	Amendment No. 1 to the Purchase and License Agreement between Nortel Networks, Inc. and Dobson Communications Corporation, dated August 5, 2002.		(17)[10.6.1]
	10	.6	Second Amended and Restated Partnership Agreement of Gila River Cellular General Partnership dated September 30, 1997		(5)[10.8]
	10	.7	Stockholder and Investor Rights Agreement dated January 31, 2000 among the Registrant and the Shareholders listed therein (without exhibits).		(6)[10.7.2.3]
	10	.7.1	Amendment No. 1 to Stockholder and Investor rights Agreement among AT&T Wireless Services, Inc., the Registrant, and certain other parties		(9)[10.4]
	10	.8*	Form of Dobson Communications Corporation Director Indemnification Agreement.		(6)[10.9]
	10	.9	Second Amended and Restated Limited Liability Company Agreement of ACC Acquisition LLC between AT&T Wireless JV Co. and Dobson JV Company dated as of February 25, 2000.
	10	.10	Amended and Restated Supplemental Agreement among AT&T Wireless, Dobson Communications Corporation, Dobson CC Limited Partnership, and other signatories thereto, dated February 25, 2000.	(8)[10.1] (8)[10.1.1]
	10	.11	Amended and Restated Management Agreement between Dobson Cellular Systems, Inc. and ACC Acquisition LLC dated as of February 25, 2000.		(8)[10.2]
	10	.11.1	Management Agreement between Dobson Cellular Systems, Inc. and American Cellular Corporation effective as of August 19, 2003		(22)[10.14.1]
	10	.12	Amended and Restated Operating Agreement dated February 25, 2000 by and between AT&T Wireless Services, Inc., on behalf of itself and its Affiliates (as defined therein) and ACC Acquisition L.L.C., on behalf of itself and its Affiliates (as defined therein).		(8)[10.3]
	10	.12.1	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		(15)[10.16.1]
	10	.13	Amended and Restated Operating Agreement dated February 25, 2000 by and between Dobson Cellular Systems, Inc., on behalf of itself and its Affiliates (as defined therein) and ACC Acquisition L.L.C., on behalf of itself and its Affiliates (as defined therein).		(8)[10.4]
	10	.14	Asset Purchase Agreement dated October 29, 2001 by and between Dobson Cellular Systems, Inc., and Cellco Partnership, a Delaware general partnership, d/b/a/ Verizon Wireless		(12)[10.22]
	10	.15	Asset Purchase Agreement dated December 6, 2001 by and between Dobson Cellular System, Inc., and Cellco Partnership, a Delaware general partnership, d/b/a/ Verizon Wireless		(13)[10.1]
	10	.16†	InterCarrier Multi-Standard Roaming Agreement effective as of January 25, 2002 between Cingular Wireless, LLC, and its affiliates, and Dobson Cellular Systems, Inc., and its affiliates.		(14)[10.23]
	10	.17	Master Services Agreement between Dobson Cellular Systems, Inc. and Convergys Information Management Group Inc. dated December 1, 2002.		(18)[10.24]
	10	.18	Asset Exchange Agreement dated as of December 24, 2002, between Dobson Cellular Systems, Inc. and AT&T Wireless Services, Inc.		(19)[10.1]


Exhibit				Method of
Numbers			Description	Filing

	10	.19	Transition Services Agreement dated as of December 24, 2002, between Dobson Cellular Systems, Inc. and AT&T Wireless Services, Inc.		(19)[10.2]
	10	.20	Master Lease Agreement dated as of December 23, 2002 between Dobson Cellular Systems, Inc. and AT&T Wireless Services, Inc.		(19)[10.3]
	10	.21†	Roaming Agreement for GSM/ GPRS between AT&T Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated July 11, 2003		(21)[10.28]
	10	.22†	GSM/ GPRS Operating Agreement between AT&T Wireless Services, Inc. and Dobson Cellular Systems, Inc. dated July 11, 2003, as amended		(21)[10.29]
	10	.23†	Roaming Agreement for GSM/ GPRS between AT&T Wireless Services, Inc. and American Cellular Corporation dated July 11, 2003		(21)[10.30]
	10	.24†	GSM/ GPRS Operating Agreement between AT&T Wireless Services, Inc. and American Cellular Corporation dated July 11, 2003		(21)[10.31]
	10	.25†	Second Amended and Restated TDMA Operating Agreement between AT&T Wireless Services, Inc. on behalf of itself and its affiliates and ACC Acquisition LLC, on behalf of itself, American Cellular Corporation and their respective affiliates dated July 11, 2003		(21)[10.32]
	10	.26	Tax Allocation Agreement dated August 19, 2003, between Dobson Communications Corporation and American Cellular Corporation		(22)[10.33]
	10	.27	Registration Rights Agreement dated as of August 8, 2003 by and between ACC Escrow Corp. as Issuer, American Cellular Corporation, certain Guarantors listed on Schedule A and Bear, Stearns & Co., Inc. and Morgan Stanley & Co. Incorporated, as Initial Purchasers		(22)[10.34]
	10	.28	Registration Rights Agreement dated August 19, 2003 between Dobson Communications Corporation and holders of Class A Common Stock and Series F Convertible Preferred Stock		(22)[10.35]
	10	.29	Registration Rights Agreement between Dobson Communications Corporation and Bank of America, N.A. dated as of March 15, 2002		(22)[10.36]
	10	.30	Registration Rights Agreement dated September 26, 2003 among Dobson Communications Corporation, Lehman Brothers, Inc., Morgan Stanley & Co., Incorporated, and Bear, Stearns & Co., Inc. Credit Agreement by and among Dobson Cellular Systems, Inc., Dobson Communications Corporation, Dobson Operating Co.,		(23)[10.37]
	10	.31	L.L.C. and Lehman Commercial Paper Inc., as Administrative Agent for the Lenders dated October 23, 2003		(24)[10.38]
	10	.31.1	Amendment No. 1 dated March 9, 2004, to Credit Agreement by and among Dobson Cellular Systems, Inc., Dobson Operating Co., L.L.C. and Lehman Commercial Paper Inc., as Administrative Agent for the Lenders dated October 23, 2003.		(27)[4]
	10	.31.2	Amendment No. 2 dated May 7, 2004, to Credit Agreement by and among Dobson Cellular Systems, Inc., Dobson Operating Co., L.L.C. and Lehman Commercial Paper Inc., as Administrative Agent for the Lenders dated October 23, 2003.		(29)[10.32.2]
	10	.32	Guarantee and Collateral Agreement by and among Dobson Cellular Systems, Inc., Dobson Communications Corporation, Dobson Operating Co., L.L.C. and Lehman Commercial Paper Inc., as Administrative Agent for the Lenders dated October 23, 2003		(24)[10.39]
	10	.33	Escrow Agreement dated August 8, 2003 by and between ACC Escrow Corp. and Bank of Oklahoma, National Association, as trustee and escrow agent		(25)[10.40]
	10	.34	Registration Rights Agreement dated as of September 26, 2003 by and among Dobson Communications Corporation, Lehman Brothers Inc., Morgan Stanley & Co. Incorporated and Bear, Stearns & Co. Inc.		(25)[10.41]


Exhibit				Method of
Numbers			Description	Filing

	31	.1	Rule 13a-14(a) Certification by our Chairman and Chief Executive Officer.		(30)
	31	.2	Rule 13a-14(a) Certification by our Chief Financial Officer.		(30)
	32	.1	Section 1350 Certification by our Chairman and Chief Executive Officer.		(30)
	32	.2	Section 1350 Certification by our Chief Financial Officer.		(30)

* Management contract or compensatory plan or arrangement.

† Confidential treatment has been requested for a portion of this document.

(10) Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 as the exhibit number indicated in brackets and incorporated by reference herein.

(11) Filed as an exhibit to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-64916), as the exhibit number indicated in brackets and incorporated by reference herein.

(12) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 20, 2001, as the exhibit number indicated in brackets and incorporated by reference herein.

(13) Filed as an exhibit to the Registrant’s current report on Form 8-K on December 20, 2001 as the exhibit number indicated in brackets and incorporated by reference herein.

(14) 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.

(15) Filed as an exhibit to the Registrant’s current report on Form 8-K on May 16, 2002 as the exhibit number indicated in brackets and incorporated by reference herein.

(16) Filed as an exhibit to the Registrant’s current report on Form 8-K on June 14, 2002 as the exhibit number indicated in brackets and incorporated by reference herein.

(17) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 20, 2002, as the exhibit number indicated in brackets and incorporated by reference herein.

(18) 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.

(19) Filed as an exhibit to the Registrant’s Current Report on Form 8-K on January 8, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(20) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(21) Filed as an exhibit to the Registrant’s Current Report on Form 8-K on July 28, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(22) Filed as an exhibit to the Registrant’s Current Report on Form 8-K on September 18, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(23) Filed as an exhibit to the Registrant’s Current Report on Form 8-K on October 2, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(24) Filed as an exhibit to the Registrant’s Current Report on Form 8-K on October 29, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(25) Filed as an exhibit to the Registration Statement on Form S-4 (Registration No. 333-110380) as the exhibit number indicated in brackets and incorporated by reference herein.

(26) Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(27) Filed as an exhibit to the Registrant’s Current Report on Form 8-K on March 22, 2004, as the exhibit number indicated in brackets and incorporated by reference herein.

(28) Filed as an exhibit to the Registrant’s Current Report on Form 8-K on April 8, 2004, as the exhibit number indicated in brackets and incorporated by reference herein.

(29) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, as the exhibit number indicated in brackets and incorporated by reference herein.

(30) Filed herewith.


(1)	Represents the population in our licensed areas, or POPs, for the period indicated and is based upon the Claritas 2000 Bureau of Census results, adjusted to exclude those portions of our rural service areas, or RSAs, and metropolitan service areas, or MSAs, not covered by our licenses.

(2)	Market penetration is calculated by dividing ending subscribers by market population.

(3)	Average monthly service revenue per subscriber is calculated by dividing service revenue by average subscribers and dividing by the number of months in the period. We exclude roaming revenue from this calculation, since roaming revenue is not derived from our subscribers.

(4)	Post-paid churn represents the percentage of the post-paid subscribers which deactivate service each month. The calculation divides the total post-paid deactivations during the period by the average post-paid subscribers for the period.


	•	a 6-year $150.0 million senior secured revolving credit facility, and

	•	a 6.5-year $550.0 million senior secured term loan facility.


	•	make capital expenditures;

	•	sell or dispose of assets;

	•	incur additional debt;

	•	create liens;

	•	merge with or acquire other companies;

	•	engage in transactions with affiliates, including dividend restrictions; and

	•	make loans, advances or stock repurchases.


	•	incur indebtedness;

	•	incur or assume liens;

	•	make restricted payments;

	•	impose dividend or other payment restrictions affecting our restricted subsidiaries;

	•	issue and sell capital stock of our restricted subsidiaries;

	•	issue certain capital stock;

	•	issue guarantees of indebtedness;

	•	enter into transactions with affiliates;

	•	sell assets;

	•	engage in unpermitted lines of business;

	•	enter into sale or leaseback transactions; and

	•	make payments for the consent, waiver or amendment of any of the provisions of the Indenture.


	Everett R. Dobson
	Stephen T. Dobson
	Mark S. Feighner
	Justin L. Jaschke
	Albert H. Pharis, Jr
	Robert A. Schriesheim


	†	Confidential treatment has been requested for a portion of this document.


(1)	Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1997 as the exhibit number indicated in brackets and incorporated by reference herein.

(2)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on January 7, 1999, as the exhibit number indicated in brackets and incorporated by reference herein.

(3)	Filed as an exhibit to the Registrant’s Registration Statement on Form S-4 (Registration No. 333-71633), as the exhibit number indicated in brackets and incorporated by reference herein.

(4)	Filed as an exhibit to the Registrant’s Registration Statement of Form S-4 (Registration No. 333-23769), as the exhibit number indicated in brackets and incorporated by reference herein.

(5)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on October 15, 1997 and amended on November 6, 1997, as the exhibit number indicated in brackets and incorporated by reference herein.

(6)	Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-90759), 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 filed on July 6, 2000, as the exhibit number indicated in brackets and incorporated by reference herein.

(8)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on March 9, 2000, 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/ A on February 22, 2001 as the exhibit number indicated in brackets and incorporated by reference herein.


(10)	Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 as the exhibit number indicated in brackets and incorporated by reference herein.

(11)	Filed as an exhibit to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-64916), as the exhibit number indicated in brackets and incorporated by reference herein.

(12)	Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 20, 2001, as the exhibit number indicated in brackets and incorporated by reference herein.

(13)	Filed as an exhibit to the Registrant’s current report on Form 8-K on December 20, 2001 as the exhibit number indicated in brackets and incorporated by reference herein.

(14)	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.


(15)	Filed as an exhibit to the Registrant’s current report on Form 8-K on May 16, 2002 as the exhibit number indicated in brackets and incorporated by reference herein.

(16)	Filed as an exhibit to the Registrant’s current report on Form 8-K on June 14, 2002 as the exhibit number indicated in brackets and incorporated by reference herein.

(17)	Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 20, 2002, as the exhibit number indicated in brackets and incorporated by reference herein.

(18)	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.

(19)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K on January 8, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(20)	Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(21)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K on July 28, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(22)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K on September 18, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(23)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K on October 2, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(24)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K on October 29, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(25)	Filed as an exhibit to the Registration Statement on Form S-4 (Registration No. 333-110380) as the exhibit number indicated in brackets and incorporated by reference herein.

(26)	Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, as the exhibit number indicated in brackets and incorporated by reference herein.

(27)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K on March 22, 2004, as the exhibit number indicated in brackets and incorporated by reference herein.

(28)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K on April 8, 2004, as the exhibit number indicated in brackets and incorporated by reference herein.

(29)	Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, as the exhibit number indicated in brackets and incorporated by reference herein.

(30)	Filed herewith.


	/s/ EVERETT R. DOBSON

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


	/s/ BRUCE R. KNOOIHUIZEN

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