As Filed with the Securities and Exchange Commission on September 27, 2002
                                                   Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES 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.)

                               14201 Wireless Way
                          Oklahoma City, Oklahoma 73134
                    (Address of principal executive offices)

       Dobson Communications Corporation 2002 Employee Stock Purchase Plan
                                       and
           Dobson Communications Corporation 2002 Stock Incentive Plan
                            (Full title of the plans)


                                                    Copies to:

     Bruce R. Knooihuizen                       Theodore M. Elam, Esq.
Executive Vice President and Chief      McAfee & Taft A Professional Corporation
      Financial Officer                    Tenth Floor, Two Leadership Square
Dobson Communications Corporation                 211 North Robinson
      14201 Wireless Way                  Oklahoma City, Oklahoma 73102-7103
 Oklahoma City, Oklahoma 73134                 Telephone: (405) 235-9621
         (405) 529-8500                        Facsimile: (405) 235-0439

(Name, address and telephone number, including area code, of agent for service)

<TABLE>
                                CALCULATION OF REGISTRATION FEE
<CAPTION>
---------------------------- ------------- ------------------ ------------------ ------------
                                            Proposed maximum   Proposed maximum    Amount of
  Title of securities to be  Amount to be  offering price per aggregate offering registration
          registered         registered(3)       share               price          fee(4)
---------------------------- ------------- ------------------ ------------------ ------------
<S>                          <C>           <C>                <C>                <C>
Class A Common Stock(1)        1,000,000         $0.30              $300,000          $27.60
---------------------------- ------------- ------------------ ------------------ ------------
Class A Common Stock(2)        7,000,000         $0.30            $2,100,000         $193.20
---------------------------- ------------- ------------------ ------------------ ------------
Total                          8,000,000                          $2,400,000         $220.80
---------------------------- ------------- ------------------ ------------------ ------------
<FN>

(1)  Shares to be issued pursuant to the Dobson Communications Corporation 2002 Employee Stock
     Purchase Plan.

(2)  Shares  to be  issued  pursuant  to the  Dobson  Communications  Corporation  2002  Stock
     Incentive Plan.

(3)  In addition  pursuant  to Rule 416(c) of the  Securities  Act of 1933,  as amended,  this
     Registration  Statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the Dobson Communications Corporation 2002 Employee Stock Purchase Plan.

(4)  Estimated  pursuant  to Rule  457(c) and (h) solely for the  purposes  of  computing  the
     registration  fee  based  upon  the  average  of  the  bid  and  asked  price  of  Dobson
     Communications  Corporation  common stock,  as reported on the Nasdaq  National Market on
     September 25, 2002.
</FN>
</TABLE>
================================================================================
<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 the Form S-8 and has been or will be sent or given to
     participants in the Plan 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  previously  filed  by the  Registrant  with  the
Securities and Exchange Commission are incorporated herein by reference:

     1.   The  Registrant's  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 2001, as filed on April 1, 2002.

     2.   The Registrant's  Quarterly Reports on Form 10-Q for the periods ended
          March 31, 2002 (as amended by the Form  10-Q/A  filed  August 7, 2002)
          and June 30, 2002; and the  Registrant's  current  reports on Form 8-K
          filed April 1, 2002,  May 17,  2002,  June 18,  2002,  June 27,  2002,
          August 12, 2002 and August 14, 2002.

     3.   The  description  of the  Registrant's  Common  Stock set forth in the
          Registrant's  registration  statement  on  Form  8-A  filed  with  the
          Commission  on January 28, 2000  including  any  amendments or reports
          filed for the purpose of updating such description.

     All documents filed by the Registrant  pursuant to Sections  13(a),  13(c),
14,  and  15(d) of the  Exchange  Act prior to the  filing  of a  post-effective
amendment  which  indicates  that all  shares of common  stock  covered  by this
registration  statement  have been  sold or which  deregisters  all such  shares
remaining unsold, shall be deemed to be incorporated by reference and to be part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated  or  deemed  to be  incorporated  by  reference  in  this
Registration  Statement will be deemed to be modified or superseded for purposes
of this Registration  Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also is
or is deemed to be  incorporated  by  reference to this  Registration  Statement
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  will  not  be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

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

     -    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,
supersedes, 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.

Exhibit No.      Document
-----------      --------

4.1       Amended and Restated  Certificate  of  Incorporation  incorporated  by
          reference  to  Exhibit  3.1 to  Registrant's  Form 8-K filed  with the
          Commission on March 9, 2000.

4.2       Amended and Restated  By-laws as currently in effect  incorporated  by
          reference to Exhibit 3(ii) to  Registrant's  Form 8-K/A filed with the
          Commission on February 22, 2001.

5         Opinion of McAfee & Taft A Professional Corporation

23        Consent  of  McAfee & Taft A  Professional  Corporation  (included  in
          Exhibit 5)

24        Power of Attorney

99.1      Dobson Communications Corporation  2002 Employee Stock  Purchase  Plan

99.1.1    First  Amendment  to Dobson  Communications Corporation  2002 Employee
          Stock Purchase Plan

99.2      Dobson Communications Corporation 2002 Stock Incentive Plan

Item 9.  Undertakings

     (a) 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 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and

               (iii) to include any  material  information  with  respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement.

               Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
not apply if the  Registration  Statement is on Form S-3,  Form S-8 or Form F-3,
and 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 Sections 13 or 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement;

          (2) that,  for the purposes of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
Registration  Statement  relating  to the  securities  offered  herein,  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.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual report  pursuant to Sections 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities Act
and is, therefore,  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 any
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  is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

<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 has  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 27th day of
September, 2002.

(Registrant)                               DOBSON COMMUNICATIONS CORPORATION

                                       By: EVERETT R. DOBSON
                                           Everett R. Dobson
                                           Chairman of the Board and Chief
                                           Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the 27th day of September, 2002.

Signature                                                Title

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


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


TRENT LEFORCE                            Corporate Controller (Principal
Trent LeForce                            Accounting Officer)


STEPHEN T. DOBSON
Stephen T. Dobson                        Secretary and Director

RUSSELL L. DOBSON
Russell L. Dobson                        Director

FRED J. HALL
Fred J. Hall                             Director

JUSTIN L. JASCHKE
Justin L. Jaschke                        Director

ALBERT H. PHARIS, JR.
Albert H. Pharis, Jr.                    Director

<PAGE>
                                INDEX TO EXHIBITS

Exhibit
No.       Document                                  Method of Filing
---       --------                                  ----------------

4.1    Amended   and  Restated  Certificate of  Incorporated herein by reference
       Incorporation

4.2    Amended and Restated By-laws as current- Incorporated herein by reference
       ly in effect

5      Opinion of McAfee & Taft A Professional  Filed herewith electronically
       Corporation

23     Consent of McAfee & Taft A Professional  Filed herewith electronically
       Corporation (included in Exhibit 5)

24     Power of Attorney                        Filed herewith electronically

99.1   Dobson Communications Corporation  2002  Filed herewith electronically
       Employee Stock Purchase Plan

99.1.1 First Amendment to Dobson Communications Filed herewith electronically
       2002 Employee Stock Purchase Plan

99.2   Dobson Communications Corporation 2002   Filed herewith electronically
       Stock Incentive Plan
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "dccforms8-9182002.txt", "secsgml_size_bytes": 19417}]
{"company-data": {"conformed-name": "DOBSON COMMUNICATIONS CORP", "cik": "0001035985", "assigned-sic": "4812", "irs-number": "731513309", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100152", "film-number": "02774634"}, "business-address": {"street1": "14201 WIRELESS WAY", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73134", "phone": "4053918500"}, "mail-address": {"street1": "14201 WIRELESS WAY", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73134"}}
As Filed with the Securities and Exchange Commission on September 27, 2002
                                                   Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES 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.)

                               14201 Wireless Way
                          Oklahoma City, Oklahoma 73134
                    (Address of principal executive offices)

       Dobson Communications Corporation 2002 Employee Stock Purchase Plan
                                       and
           Dobson Communications Corporation 2002 Stock Incentive Plan
                            (Full title of the plans)

                                                    Copies to:

     Bruce R. Knooihuizen                       Theodore M. Elam, Esq.
Executive Vice President and Chief      McAfee & Taft A Professional Corporation
      Financial Officer                    Tenth Floor, Two Leadership Square
Dobson Communications Corporation                 211 North Robinson
      14201 Wireless Way                  Oklahoma City, Oklahoma 73102-7103
 Oklahoma City, Oklahoma 73134                 Telephone: (405) 235-9621
         (405) 529-8500                        Facsimile: (405) 235-0439

(Name, address and telephone number, including area code, of agent for service)

                                CALCULATION OF REGISTRATION FEE
---------------------------- ------------- ------------------ ------------------ ------------
                                            Proposed maximum   Proposed maximum    Amount of
  Title of securities to be  Amount to be  offering price per aggregate offering registration
          registered         registered(3)       share               price          fee(4)
---------------------------- ------------- ------------------ ------------------ ------------
Class A Common Stock(1)        1,000,000         $0.30              $300,000          $27.60
---------------------------- ------------- ------------------ ------------------ ------------
Class A Common Stock(2)        7,000,000         $0.30            $2,100,000         $193.20
---------------------------- ------------- ------------------ ------------------ ------------
Total                          8,000,000                          $2,400,000         $220.80
---------------------------- ------------- ------------------ ------------------ ------------
(1)  Shares to be issued pursuant to the Dobson Communications Corporation 2002 Employee Stock
     Purchase Plan.

(2)  Shares  to be  issued  pursuant  to the  Dobson  Communications  Corporation  2002  Stock
     Incentive Plan.

(3)  In addition  pursuant  to Rule 416(c) of the  Securities  Act of 1933,  as amended,  this
     Registration  Statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the Dobson Communications Corporation 2002 Employee Stock Purchase Plan.

(4)  Estimated  pursuant  to Rule  457(c) and (h) solely for the  purposes  of  computing  the
     registration  fee  based  upon  the  average  of  the  bid  and  asked  price  of  Dobson
     Communications  Corporation  common stock,  as reported on the Nasdaq  National Market on
     September 25, 2002.
================================================================================
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 the Form S-8 and has been or will be sent or given to
     participants in the Plan 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  previously  filed  by the  Registrant  with  the
Securities and Exchange Commission are incorporated herein by reference:

     1.   The  Registrant's  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 2001, as filed on April 1, 2002.

     2.   The Registrant's  Quarterly Reports on Form 10-Q for the periods ended
          March 31, 2002 (as amended by the Form  10-Q/A  filed  August 7, 2002)
          and June 30, 2002; and the  Registrant's  current  reports on Form 8-K
          filed April 1, 2002,  May 17,  2002,  June 18,  2002,  June 27,  2002,
          August 12, 2002 and August 14, 2002.

     3.   The  description  of the  Registrant's  Common  Stock set forth in the
          Registrant's  registration  statement  on  Form  8-A  filed  with  the
          Commission  on January 28, 2000  including  any  amendments or reports
          filed for the purpose of updating such description.

     All documents filed by the Registrant  pursuant to Sections  13(a),  13(c),
14,  and  15(d) of the  Exchange  Act prior to the  filing  of a  post-effective
amendment  which  indicates  that all  shares of common  stock  covered  by this
registration  statement  have been  sold or which  deregisters  all such  shares
remaining unsold, shall be deemed to be incorporated by reference and to be part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated  or  deemed  to be  incorporated  by  reference  in  this
Registration  Statement will be deemed to be modified or superseded for purposes
of this Registration  Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also is
or is deemed to be  incorporated  by  reference to this  Registration  Statement
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  will  not  be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

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

     -    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,
supersedes, 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.

Exhibit No.      Document
-----------      --------

4.1       Amended and Restated  Certificate  of  Incorporation  incorporated  by
          reference  to  Exhibit  3.1 to  Registrant's  Form 8-K filed  with the
          Commission on March 9, 2000.

4.2       Amended and Restated  By-laws as currently in effect  incorporated  by
          reference to Exhibit 3(ii) to  Registrant's  Form 8-K/A filed with the
          Commission on February 22, 2001.

5         Opinion of McAfee & Taft A Professional Corporation

23        Consent  of  McAfee & Taft A  Professional  Corporation  (included  in
          Exhibit 5)

24        Power of Attorney

99.1      Dobson Communications Corporation  2002 Employee Stock  Purchase  Plan

99.1.1    First  Amendment  to Dobson  Communications Corporation  2002 Employee
          Stock Purchase Plan

99.2      Dobson Communications Corporation 2002 Stock Incentive Plan

Item 9.  Undertakings

     (a) 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 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and

               (iii) to include any  material  information  with  respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement.

               Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
not apply if the  Registration  Statement is on Form S-3,  Form S-8 or Form F-3,
and 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 Sections 13 or 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement;

          (2) that,  for the purposes of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
Registration  Statement  relating  to the  securities  offered  herein,  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.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual report  pursuant to Sections 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities Act
and is, therefore,  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 any
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  is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.
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 has  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 27th day of
September, 2002.

(Registrant)                               DOBSON COMMUNICATIONS CORPORATION

                                       By: EVERETT R. DOBSON
                                           Everett R. Dobson
                                           Chairman of the Board and Chief
                                           Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the 27th day of September, 2002.

Signature                                                Title

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

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

TRENT LEFORCE                            Corporate Controller (Principal
Trent LeForce                            Accounting Officer)

STEPHEN T. DOBSON
Stephen T. Dobson                        Secretary and Director

RUSSELL L. DOBSON
Russell L. Dobson                        Director

FRED J. HALL
Fred J. Hall                             Director

JUSTIN L. JASCHKE
Justin L. Jaschke                        Director

ALBERT H. PHARIS, JR.
Albert H. Pharis, Jr.                    Director
INDEX TO EXHIBITS

Exhibit
No.       Document                                  Method of Filing
---       --------                                  ----------------

4.1    Amended   and  Restated  Certificate of  Incorporated herein by reference
       Incorporation

4.2    Amended and Restated By-laws as current- Incorporated herein by reference
       ly in effect

5      Opinion of McAfee & Taft A Professional  Filed herewith electronically
       Corporation

23     Consent of McAfee & Taft A Professional  Filed herewith electronically
       Corporation (included in Exhibit 5)

24     Power of Attorney                        Filed herewith electronically

99.1   Dobson Communications Corporation  2002  Filed herewith electronically
       Employee Stock Purchase Plan

99.1.1 First Amendment to Dobson Communications Filed herewith electronically
       2002 Employee Stock Purchase Plan

99.2   Dobson Communications Corporation 2002   Filed herewith electronically
       Stock Incentive Plan