SecProbe.io

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February 2, 2005

Via Facsimile (312) 706-8218 and U.S. Mail

Paul Theiss, Esq.
Mayer, Brown, Rowe & Maw LLP
190 South LaSalle Street
Chicago, Illinois 60603

Re:	Dobson Communication Corporation
	Form S-4 filed January 18, 2005
	File No. 333-122089

	Pre 14C filed January 18, 2005
	File No. 0-29225

      Schedule TO-I filed January 19, 2005
      File No. 5-60167

Dear Mr. Theiss:

      We have reviewed the above-referenced filing and have the
following comments.

General

1. Please establish a toll-free number or other means that would
permit holders to determine a representative exchange ratio during
the averaging period.

2. Disclose when and how you will announce the exchange ratio
after the completion of the averaging period.

3. At present, it does not appear that the determination of the
final exchange ratio will comply with Rule 13e-4(e)(3)(ii).  If you are
relying on the TXU Corporation no action letter(publicly available
September 11, 2004), then it appears that the final exchange ratio
should be set prior to the opening of the second full business day
preceding the expiration of the offer.  Your offer, however, will
not remain open for two full business days after the valuation date
because it is set to expire at 5:00 p.m., rather than 12:00
midnight, on the second day.  Please note that Rule 13e-4(a)(3) defines
"business day" as any day other than Saturday, Sunday or a federal
holiday "and shall consist of the time period from 12:01 a.m.
through 12:00 midnight Eastern time" and revise accordingly.

Questions and Answers about the Exchange offer and Consent
solicitation, page

4. Please revise your Questions and Answers section to eliminate
repetitive language.

What if I do not make an Election? page 6

5. Expand your disclosure to explain how you will determine
allocation for holders who do not make an election.

Forward-Looking Statements, page 31

6. Statements made in connection with tender offers are
specifically excluded from the safe harbor protections of the Private
Securities Litigation Reform Act of 1995.  See Section 21E(b)(2)(C) of
the Securities Exchange Act of 1934 and Regulation M-A telephone
interpretation M.2 available at www.sec.gov in the July 2001
Supplement to the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations.  We note your
reference to "forward-looking statements" in your press release dated
January 18, 2005.  Please do not refer to the safe harbor provisions in
any future press releases or other communications relating to the
exchange offer.

The Exchange Offer and consent Solicitation, page 105

	General, page 105

7. Because the consideration is based on the volume weighted
average price of the Class A common stock, please expand the penultimate
paragraph to include the weighted average price.

     Other Conditions of the Exchange Offer, page 109

8. We note that you intend to comply with Rule 14e-1 and have
reserved the right to delay payment for shares.  Please revise the
disclosure to clarify that all conditions to the offer, other than
those conditions subject to regulatory approvals, must be
satisfied or waived prior to expiration, and that, absent a condition
subject to regulatory approval, any delay in payment for shares would be
accompanied by an extension of the offer.  Alternatively, please
advise us as to how a delay in payment would be consistent with
Rule 14e-1(c).

9. Supplementally confirm that the existing law suits discussed in
your risk factor section on page 21 will not trigger the condition
discussed in the first bullet point.

10. We reference the disclosure in the second paragraph of this
section.  You have included language suggesting that once a
condition is triggered, you may decide whether it is advisable to proceed
with the offer.  Please note that when a condition is triggered and an
offeror decides to proceed with the offer anyway, we believe that
this constitutes a waiver of the triggered condition(s).  You may
not rely on this language to tacitly waive a condition of the offer by
failing to assert it.  Please confirm your understanding on a
supplemental basis.

Effect of Tender and Consents, page 110

11. We note your statement that you "reserve the absolute right to
waive any conditions of the exchange offer."  Please revise your
disclosure to clarify that, to the extent you waive a condition
with respect to one tender, you will waive that condition for all other
tenders as well. Make corresponding revisions elsewhere in the
document as appropriate, including Instruction 10 to your letter
of Transmittal Withdrawal of Tenders and Revocation of Consents, page 113.

12. Please revise the disclosure pertaining to the withdrawal
procedures in light of the fact that holders may tender preferred
shares for different consideration by submitting separate letters
of transmittal.  For example, are they required to submit separate
notices of withdrawal for each portion of preferred shares
tendered for a particular type of consideration?  Or may they submit one
withdrawal notice to withdraw any and all shares?

Certain U.S. Federal Income Tax Considerations, page 120

13. Rather than refer to "certain" tax consequences in your
heading and the disclosure that follows, please refer to "material" tax
consequences.  In addition, please delete the statements that your
discussion constitutes a "summary" or "summarizes" the tax
consequences, as you are required to obtain an opinion on all
material tax consequences.

14. We note several statements that particular tax matters are not
free from doubt.  If counsel cannot give an unqualified opinion,
please explain why.  Describe the degree of uncertainty and
discuss the alternative consequences.  Furthermore, provide risk factor
and/or other appropriate disclosure setting forth the risks to
security holders.  Please contact the staff to discuss this
comment.

Exhibit 8.1

15. Obtain an opinion that states the discussion in the tax
consequences section of the prospectus is the opinion of counsel.

16. Obtain an opinion of counsel that does not limit reliance of
the opinion to the Board.  Investors are entitled to rely upon the
opinion.

Closing Comments
      As appropriate, please amend your documents in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.  In addition, depending upon your response to these
comments, a supplement may need to be sent to security holders.

	In connection with responding to our comments, please
provide, in writing, a statement from all filing persons acknowledging
that:

* you are responsible for the adequacy and accuracy of the
disclosure
in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* you may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of
the Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 942-1976.  You
may also contact me via facsimile at (202) 942-9638.  Please send all
correspondence to us at the following ZIP code:  20549-0303.

      						Sincerely,

							Michael Pressman
							Office of Mergers
							and Acquisitions

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