<PAGE>

As filed with the Securities and                     Registration No.__________
Exchange Commission on January 31, 2000

                                   FORM S-8
               Registration Statement under the Securites Act of 1933

                       DOBSON COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

           OKLAHOMA                                 73-1513309
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)

                        13439 North Broadway Extension
                                   Suite 200
                         Oklahoma City, Oklahoma 73114
                   (Address of Principal Executive Office)

                       DOBSON COMMUNICATIONS CORPORATION
                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                              Bruce R. Knooihuizen
                           Executive Vice President
                          and Chief Financial Officer
                       Dobson Communications Corporation
                         13439 North Broadway Extension
                                   Suite 200
                         Oklahoma City, Oklahoma 73114
                                 (405) 529-8500
           (Name, address and telephone number of agent for service)

                         ------------------------------

                        Calculation of Registration Fee
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                            Proposed       Proposed maximum
   Title of securities   Amount to be   maximum offering       aggregate           Amount of
    to be registered      registered    price per share(1)  offering price(1)  registration fee(1)
-------------------------------------------------------------------------------------------------
<S>                      <C>            <C>                <C>                <C>
Class B Common Stock(2)..  32,904.88         $152.67         $5,023,588.02         $1,326.23
                            shares(3)
-------------------------------------------------------------------------------------------------
Class C Common Stock.....  4,226.00          $414.55         $1,751,888.30         $  462.50
                            shares
                                                             -------------         ---------
                                                             $6,775,476.32         $1,788.73
</TABLE>

(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee in accordance with Rule 457(h), based upon the
     aggregate average price at which the options may be exercised.

(2)  Class B common stock will become Class D common stock under the
     registrant's recapitalization plan to be completed after this filing,
     but prior to the completion of the registrant's initial public offering.

(3)  The registrant's 1996 Stock Option Plan permits the issuance of 33,000
     Class B shares; however, the registrant does not intend to grant any
     further Class B options pursuant to the 1996 plan.


<PAGE>

                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.      Plan Information.(1)

Item 2.      Registrant Information and Employee Plan Annual Information.(1)

_____________

(1)     Information required by Part I to be contained in the Section 10(a)
        prospectus is omitted from this Registration Statement in accordance
        with the Note to Part I of Form S-8 and has been or will be sent or
        given to participants in the Plans as specified in Rule 428(b)(1).

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference.

             The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

             (a) The registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998.

             (b) The registrant's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1999, June 30, 1999 and September 30, 1999.

             (c) The registrant's current reports on Form 8-K filed January 27,
2000, January 14, 2000, December 14, 1999, November 9, 1999, October 22,
1999, August 3, 1999, July 12, 1999, May 27, 1999, May 7, 1999, April 28,
1999, January 19, 1999 and January 7, 1999.

             In addition, all documents filed by the registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act since December 31, 1998 shall be
deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.

Item 4.      Description of Securities.

             The description of the registrant's Class B common stock and
Class C common stock contained in its Registration Statement on Form S-4, as
amended, filed with the Securities and Exchange Commission on June 17, 1999
(File No. 333-80961) is hereby incorporated by reference.

Item 5.      Interests of Named Experts and Counsel.

             Not applicable.

                                       -2-

<PAGE>

Item 6.      Indemnification of Directors and Officers.

             As permitted by the Oklahoma General Corporation Act under which
the registrant is incorporated, the registrant's Amended and Restated
Certificate of Incorporation provides for indemnification of each of the
registrant's officers and directors against (a) expenses, including
attorney's fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any action, suit or proceeding
brought by reason of his being or having been a director, officer, employee
or agent of the registrant, or of any other corporation, partnership, joint
venture, or other enterprise at the request of the registrant, other than an
action by or in the right of the registrant, provided that he acted in good
faith and in a manner he reasonably believed to be in the best interest of
the registrant, and with respect to any criminal action, he had no reasonable
cause to believe that his conduct was unlawful and (b) expenses (including
attorney's fees) actually and reasonably incurred by him in connection with
the defense or settlement of any action or suit by or in the right of the
registrant brought by reason of his being or having been a director, officer,
employee or agent of the registrant, or any other corporation, partnership,
joint venture, or other enterprise at the request of the registrant, provided
that he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the registrant; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged liable to the registrant, unless
and only to the extent that the court in which such action or suit was
decided has determined that the person is fairly and reasonably entitled to
indemnification for such expenses which the court shall deem proper. The
registrant's bylaws provide for similar indemnification. These provisions may
be sufficiently broad to indemnify such persons for liabilities arising under
the Securities Act of 1933, as amended.

        The registrant has entered into indemnity agreements with each of its
directors and executive officers. Under each indemnity agreement, the
registrant will pay on behalf of the directors and executive officers and
their executors, administrators and heirs, any amount which they are or
become legally obligated to pay because of:

  -  any claim threatened or made against them by any person because of any
     act, omission, neglect or breach of duty, including any actual or alleged
     error, misstatement or misleading statement, which they commit or suffer
     while acting in their capacity as the registrant's director or officer,
     or the director or officer of its affiliates; or

                                       -3-

<PAGE>

  -  being a party, or being threatened to be made a party, to any
     threatened, pending or contemplated action, suit or proceeding, whether
     civil, criminal, administrative or investigative, by reason of the fact
     that they are or were the registrant's, or are or were its affiliate's,
     director, officer, employee or agent, or are or were serving at the
     registrant's request as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise.

        The registrant's indemnity obligations may include payments for
damages, charges, judgments, fines, penalties, settlements and court costs,
costs of investigation and costs of defense of legal, equitable or criminal
actions, claims or proceedings and appeals therefrom, and costs of
attachment, supersedeas, bail, surety or other bonds.

        The registrant's directors and officers are also insured against
claims arising out of the performance of their duties in such capacities.

Item 7.      Exemption from Registration Claimed.

             Not applicable.

Item 8.      Exhibits.

             4.1  Amended and Restated Certificate of Incorporation
                  (incorporated by reference to Exhibit 3.1 to the registrant's
                  Annual Report on Form 10-K for the year ended December 31,
                  1998, filed with the Commission on March 25, 1999).

             4.2  Amended and Restated Bylaws (incorporated by reference to
                  Exhibit 3.2 to registrant's Form 8-K filed with the
                  Commission on January 7, 1999).

             5.1  Opinion of McAfee & Taft A Professional Corporation.

            23.1  Consent of McAfee & Taft A Professional Corporation (contained
                  in Exhibit 5.1 hereto).

            23.2  Consent of Arthur Andersen LLP.

            23.3  Consent of Ernst & Young LLP.

Item 9.     Undertakings.

            The undersigned registrant hereby undertakes:

            1.  To file, during any period in which offers or sales are being
                made, a post-effective amendment to this registration statement:

                (i) To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement
                    (or the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total
                    dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the aggregate, the changes in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate offering price set forth in the "Calculation
                    of Registration Fee" table in the effective registration
                    statement;

                                       -4-
<PAGE>

              (iii) To include any material information with respect to the plan
                    of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

            2.  That, for the purpose of determining any liability under the
                Securities Act of 1933, each such post-effective amendment
                shall be deemed to be a new registration statement relating
                to the securities offered therein, and the offering of such
                securities at that time shall be deemed to be the initial bona
                fide offering thereof.

            3.  To remove from registration by means of a post-effective
                amendment any of the securities being registered which
                remain unsold at the termination of the offering.

                The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefor, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                       -5-
<PAGE>

                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma, on the 29th day
of January, 2000.

                                  DOBSON COMMUNICATIONS CORPORATION

                                  By: /s/ Ronald L. Ripley
                                     -----------------------------------------
                                          Ronald L. Ripley
                                          Vice President

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 29th day of January, 2000.

                        NAME                        TITLE
                        ----                        -----

     /s/ EVERETT R. DOBSON
--------------------------------  Chairman of the Board, Chief Executive Officer
        Everett R. Dobson           and Director (Principal Executive Officer)

     /s/ STEPHEN T. DOBSON
--------------------------------  Secretary and Director
        Stephen T. Dobson

    /s/ BRUCE R. KNOOIHUIZEN
--------------------------------  Executive Vice President and Chief Financial
      Bruce R. Knooihuizen          Officer (Principal Financial Officer)

       /s/ TRENT LEFORCE
--------------------------------  Corporate Controller (Principal Accounting
          Trent LeForce             Officer)


--------------------------------  Director
        Russell L. Dobson

     /s/ JUSTIN L. JASCHKE
--------------------------------  Director
        Justin L. Jaschke

   /s/ ALBERT H. PHARIS, JR.
--------------------------------  Director
      Albert H. Pharis, Jr.


--------------------------------  Director
        Dana L. Schmaltz


                                  II-1
<PAGE>

                             INDEX TO EXHIBITS

             4.1  Amended and Restated Certificate of Incorporation
                  (incorporated by reference to Exhibit 3.1 to the registrant's
                  Annual Report on Form 10-K for the year ended December 31,
                  1998, filed with the Commission on March 25, 1999).

             4.2  Amended and Restated Bylaws (incorporated by reference to
                  Exhibit 3.2 to registrant's Form 8-K filed with the
                  Commission on January 7, 1999).

             5.1  Opinion of McAfee & Taft A Professional Corporation.

            23.1  Consent of McAfee & Taft A Professional Corporation (contained
                  in Exhibit 5.1 hereto).

            23.2  Consent of Arthur Andersen LLP.

            23.3  Consent of Ernst & Young LLP.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17949}]
{"company-data": {"conformed-name": "DOBSON COMMUNICATIONS CORP", "cik": "0001035985", "assigned-sic": "4812", "irs-number": "731110531", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95857", "film-number": "518960"}, "business-address": {"street1": "13439 NORTH BROADWAY EXTENSION SUITE 200", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73114", "phone": "4053918500"}, "mail-address": {"street1": "13439 NORTH BROADWAY EXTENSION SUITE 200", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73114"}}
As filed with the Securities and                     Registration No.__________
Exchange Commission on January 31, 2000

                                   FORM S-8
               Registration Statement under the Securites Act of 1933

                       DOBSON COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

           OKLAHOMA                                 73-1513309
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)

                        13439 North Broadway Extension
                                   Suite 200
                         Oklahoma City, Oklahoma 73114
                   (Address of Principal Executive Office)

                       DOBSON COMMUNICATIONS CORPORATION
                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                              Bruce R. Knooihuizen
                           Executive Vice President
                          and Chief Financial Officer
                       Dobson Communications Corporation
                         13439 North Broadway Extension
                                   Suite 200
                         Oklahoma City, Oklahoma 73114
                                 (405) 529-8500
           (Name, address and telephone number of agent for service)

                         ------------------------------

                        Calculation of Registration Fee
-------------------------------------------------------------------------------------------------
                                            Proposed       Proposed maximum
   Title of securities   Amount to be   maximum offering       aggregate           Amount of
    to be registered      registered    price per share(1)  offering price(1)  registration fee(1)
-------------------------------------------------------------------------------------------------
Class B Common Stock(2)..  32,904.88         $152.67         $5,023,588.02         $1,326.23
                            shares(3)
-------------------------------------------------------------------------------------------------
Class C Common Stock.....  4,226.00          $414.55         $1,751,888.30         $  462.50
                            shares
                                                             -------------         ---------
                                                             $6,775,476.32         $1,788.73
(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee in accordance with Rule 457(h), based upon the
     aggregate average price at which the options may be exercised.

(2)  Class B common stock will become Class D common stock under the
     registrant's recapitalization plan to be completed after this filing,
     but prior to the completion of the registrant's initial public offering.

(3)  The registrant's 1996 Stock Option Plan permits the issuance of 33,000
     Class B shares; however, the registrant does not intend to grant any
     further Class B options pursuant to the 1996 plan.
PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.      Plan Information.(1)

Item 2.      Registrant Information and Employee Plan Annual Information.(1)

_____________

(1)     Information required by Part I to be contained in the Section 10(a)
        prospectus is omitted from this Registration Statement in accordance
        with the Note to Part I of Form S-8 and has been or will be sent or
        given to participants in the Plans as specified in Rule 428(b)(1).

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference.

             The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

             (a) The registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998.

             (b) The registrant's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1999, June 30, 1999 and September 30, 1999.

             (c) The registrant's current reports on Form 8-K filed January 27,
2000, January 14, 2000, December 14, 1999, November 9, 1999, October 22,
1999, August 3, 1999, July 12, 1999, May 27, 1999, May 7, 1999, April 28,
1999, January 19, 1999 and January 7, 1999.

             In addition, all documents filed by the registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act since December 31, 1998 shall be
deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.

Item 4.      Description of Securities.

             The description of the registrant's Class B common stock and
Class C common stock contained in its Registration Statement on Form S-4, as
amended, filed with the Securities and Exchange Commission on June 17, 1999
(File No. 333-80961) is hereby incorporated by reference.

Item 5.      Interests of Named Experts and Counsel.

             Not applicable.

                                       -2-
Item 6.      Indemnification of Directors and Officers.

             As permitted by the Oklahoma General Corporation Act under which
the registrant is incorporated, the registrant's Amended and Restated
Certificate of Incorporation provides for indemnification of each of the
registrant's officers and directors against (a) expenses, including
attorney's fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any action, suit or proceeding
brought by reason of his being or having been a director, officer, employee
or agent of the registrant, or of any other corporation, partnership, joint
venture, or other enterprise at the request of the registrant, other than an
action by or in the right of the registrant, provided that he acted in good
faith and in a manner he reasonably believed to be in the best interest of
the registrant, and with respect to any criminal action, he had no reasonable
cause to believe that his conduct was unlawful and (b) expenses (including
attorney's fees) actually and reasonably incurred by him in connection with
the defense or settlement of any action or suit by or in the right of the
registrant brought by reason of his being or having been a director, officer,
employee or agent of the registrant, or any other corporation, partnership,
joint venture, or other enterprise at the request of the registrant, provided
that he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the registrant; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged liable to the registrant, unless
and only to the extent that the court in which such action or suit was
decided has determined that the person is fairly and reasonably entitled to
indemnification for such expenses which the court shall deem proper. The
registrant's bylaws provide for similar indemnification. These provisions may
be sufficiently broad to indemnify such persons for liabilities arising under
the Securities Act of 1933, as amended.

        The registrant has entered into indemnity agreements with each of its
directors and executive officers. Under each indemnity agreement, the
registrant will pay on behalf of the directors and executive officers and
their executors, administrators and heirs, any amount which they are or
become legally obligated to pay because of:

  -  any claim threatened or made against them by any person because of any
     act, omission, neglect or breach of duty, including any actual or alleged
     error, misstatement or misleading statement, which they commit or suffer
     while acting in their capacity as the registrant's director or officer,
     or the director or officer of its affiliates; or

                                       -3-
-  being a party, or being threatened to be made a party, to any
     threatened, pending or contemplated action, suit or proceeding, whether
     civil, criminal, administrative or investigative, by reason of the fact
     that they are or were the registrant's, or are or were its affiliate's,
     director, officer, employee or agent, or are or were serving at the
     registrant's request as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise.

        The registrant's indemnity obligations may include payments for
damages, charges, judgments, fines, penalties, settlements and court costs,
costs of investigation and costs of defense of legal, equitable or criminal
actions, claims or proceedings and appeals therefrom, and costs of
attachment, supersedeas, bail, surety or other bonds.

        The registrant's directors and officers are also insured against
claims arising out of the performance of their duties in such capacities.

Item 7.      Exemption from Registration Claimed.

             Not applicable.

Item 8.      Exhibits.

             4.1  Amended and Restated Certificate of Incorporation
                  (incorporated by reference to Exhibit 3.1 to the registrant's
                  Annual Report on Form 10-K for the year ended December 31,
                  1998, filed with the Commission on March 25, 1999).

             4.2  Amended and Restated Bylaws (incorporated by reference to
                  Exhibit 3.2 to registrant's Form 8-K filed with the
                  Commission on January 7, 1999).

             5.1  Opinion of McAfee & Taft A Professional Corporation.

            23.1  Consent of McAfee & Taft A Professional Corporation (contained
                  in Exhibit 5.1 hereto).

            23.2  Consent of Arthur Andersen LLP.

            23.3  Consent of Ernst & Young LLP.

Item 9.     Undertakings.

            The undersigned registrant hereby undertakes:

            1.  To file, during any period in which offers or sales are being
                made, a post-effective amendment to this registration statement:

                (i) To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement
                    (or the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total
                    dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the aggregate, the changes in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate offering price set forth in the "Calculation
                    of Registration Fee" table in the effective registration
                    statement;

                                       -4-
(iii) To include any material information with respect to the plan
                    of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

            2.  That, for the purpose of determining any liability under the
                Securities Act of 1933, each such post-effective amendment
                shall be deemed to be a new registration statement relating
                to the securities offered therein, and the offering of such
                securities at that time shall be deemed to be the initial bona
                fide offering thereof.

            3.  To remove from registration by means of a post-effective
                amendment any of the securities being registered which
                remain unsold at the termination of the offering.

                The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefor, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                       -5-
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma, on the 29th day
of January, 2000.

                                  DOBSON COMMUNICATIONS CORPORATION

                                  By: /s/ Ronald L. Ripley
                                     -----------------------------------------
                                          Ronald L. Ripley
                                          Vice President

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 29th day of January, 2000.

                        NAME                        TITLE
                        ----                        -----

     /s/ EVERETT R. DOBSON
--------------------------------  Chairman of the Board, Chief Executive Officer
        Everett R. Dobson           and Director (Principal Executive Officer)

     /s/ STEPHEN T. DOBSON
--------------------------------  Secretary and Director
        Stephen T. Dobson

    /s/ BRUCE R. KNOOIHUIZEN
--------------------------------  Executive Vice President and Chief Financial
      Bruce R. Knooihuizen          Officer (Principal Financial Officer)

       /s/ TRENT LEFORCE
--------------------------------  Corporate Controller (Principal Accounting
          Trent LeForce             Officer)

--------------------------------  Director
        Russell L. Dobson

     /s/ JUSTIN L. JASCHKE
--------------------------------  Director
        Justin L. Jaschke

   /s/ ALBERT H. PHARIS, JR.
--------------------------------  Director
      Albert H. Pharis, Jr.

--------------------------------  Director
        Dana L. Schmaltz

                                  II-1
INDEX TO EXHIBITS

             4.1  Amended and Restated Certificate of Incorporation
                  (incorporated by reference to Exhibit 3.1 to the registrant's
                  Annual Report on Form 10-K for the year ended December 31,
                  1998, filed with the Commission on March 25, 1999).

             4.2  Amended and Restated Bylaws (incorporated by reference to
                  Exhibit 3.2 to registrant's Form 8-K filed with the
                  Commission on January 7, 1999).

             5.1  Opinion of McAfee & Taft A Professional Corporation.

            23.1  Consent of McAfee & Taft A Professional Corporation (contained
                  in Exhibit 5.1 hereto).

            23.2  Consent of Arthur Andersen LLP.

            23.3  Consent of Ernst & Young LLP.