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corresp

Dobson Communications Corporation

14201 Wireless Way

Oklahoma City, Oklahoma 73134

February 10, 2005

United States Securities and Exchange Commission

450 Fifth Street

Washington, D.C. 20549

    Attn:

    Michael Pressman

    Office of Mergers and Acquisitions

    RE:

    Dobson Communications 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

Ladies and Gentlemen:

     The following is in response to the letter, dated February 2, 2005, setting forth the comments
of the staff of the Division of Corporation Finance, Office of Mergers and Acquisitions (the
“Staff”) on the above-referenced filings. We have considered the Staff’s comments on these filings
carefully and our responses to the Staff’s comments are set forth below.

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.

     We have revised the terms of the exchange offer to eliminate the averaging period.

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

     We have revised the terms of the exchange offer to eliminate 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.

     We have revised the terms of the exchange offer to eliminate the averaging period.

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

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

     We have revised the Question and Answer 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.

     We have revised the terms of the exchange offer to eliminate the ability of holders to
elect between different types of consideration. Instead, each holder who tenders will
receive, for each share tendered, $301 in cash and one share of Series J preferred stock.

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.

     We note the Staff’s comment and will not refer to the Private Securities Litigation
Reform Act of 1995 in future press releases or other communications relating to the exchange
offer. We have also deleted the reference to the PSLRA on page 32 of the Registration
Statement.

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.

     We have revised the terms of the exchange offer to eliminate the averaging period.

    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).

     We
have added the requested disclosure on page 108 of the Registration Statement.

    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.

     The
lawsuits discussed on page 21 were filed recently, discovery has not begun and
we believe we have meritorious defenses. As a result, we currently do not believe that they
will have a material adverse effect on us at this point (thereby triggering a condition),
and we are not aware of any events that will occur in connection with those suits during the
course of the exchange offer that would be likely to alter that conclusion.

    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.

     We hereby confirm our understanding of the Staff’s position in this regard.

    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.

     We
have added disclosure on page 108 to clarify that a waiver of a condition applies to
both series of preferred stock and to all shares tendered within each series.

    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?

     We have revised the terms of the exchange offer to eliminate the ability of holders to
elect between different types of consideration.

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.

     We
have revised the disclosure on page 122 of the Registration Statement as requested.

    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.

     The tax matters that were not free from doubt concerned the U.S. federal income tax
treatment of the consent fee. We have revised the terms of the exchange offer to eliminate
the consent fee, and therefore this disclosure has been deleted.

Exhibit 8.1

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

     We have filed the opinion with Amendment No. 1 to the Registration Statement as requested.

    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.

     We have filed the opinion with Amendment No. 1 to the Registration Statement as
requested.

     We would like to express our appreciation for your prompt attention to these matters, and are
available to discuss any of our responses with you at your earliest convenience. Please do not
hesitate to contact our counsel, Paul Theiss of Mayer, Brown, Rowe & Maw LLP, at 312-701-7359, or
the undersigned at 405-529-8308.

Sincerely,

/s/ Bruce R. Knooihuizen

Bruce R. Knooihuizen

Executive Vice President and

Chief Financial Officer

Dobson Communications Corporation