SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DOBSON CC LP (Last) (First) (Middle) 14201 WIRELESS WAY (Street) OKLAHOMA CITY OK 73134 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DOBSON COMMUNICATIONS CORP [ DCEL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/16/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/16/2006		S(1)		7,212,736	D	(1)	0	D(3)(4)(5)
Class A Common Stock	05/16/2006		J(2)		400,000	D	(2)	1,248,519	D(3)(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Forward Contract (Right/Obligation to Sell)	$0(1)	05/16/2006		J(1)			1(1)	(1)	05/16/2008	Class A Common Stock	7,212,736	(1)	0	D

1. Name and Address of Reporting Person* DOBSON CC LP (Last) (First) (Middle) 14201 WIRELESS WAY (Street) OKLAHOMA CITY OK 73134 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DOBSON EVERETT R (Last) (First) (Middle) 14201 WIRELESS WAY (Street) OKLAHOMA CITY OK 73134 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnotes (3)(5)

1. Name and Address of Reporting Person* DOBSON STEPHEN T (Last) (First) (Middle) 14201 WIRELESS WAY (Street) OKLAHOMA CITY OK 73134 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnotes (4)(5)

Explanation of Responses:

1. On May 16, 2006, Dobson CC Limited Partnership entered into a prepaid variable forward sale transaction with Lehman Brothers OTC Derivatives Inc. pursuant to which Dobson CC Limited Partnership agreed to deliver up to a maximum of 7,212,736 shares of Class A common stock, subject to an option to settle in cash, on the settlement date, May 16, 2008, in exchange for aggregate consideration of $55.0 million (reflecting a per share price of $7.6254). The actual number of shares that Dobson CC Limited Partnership will be required to deliver will be based on the price of the Class A common stock preceding the settlement date, but will not be less than 6,010,613 nor more than 7,212,736. To secure its obligations under this transaction, Dobson CC Limited Partnership pledged to the counterparty 7,212,736 shares of Class B common stock, which is convertible into shares of Class A common stock on a one-for-one basis.

2. Disposition of shares pursuant to exercise of option granted by Dobson CC Limited Partnership to Bank of America, N.A. in connection with credit agreement with exercise price of $0.01 per share.

3. Everett R. Dobson is president of RLD, Inc. and is one of two directors and sole stockholder of RLD, Inc., the general partner of Dobson CC Limited Partnership. Everett R. Dobson shares voting and investment power with respect to shares of Class A common stock and Class B common stock of Dobson Communications Corporation held by Dobson CC Limited Partnership, and may therefore be deemed to have a beneficial ownership interest (pecuniary) in the Class A common stock and Class B common stock held by Dobson CC Limited Partnership. In addition, Everett R. Dobson is an officer and director of Dobson Communications Corporation, and therefore, is a reporting person.

4. Stephen T. Dobson is one of two directors of RLD, Inc., the general partner of Dobson CC Limited Partnership. Stephen T. Dobson shares voting and investment power with respect to shares of Class A common stock and Class B common stock of Dobson Communications Corporation held by Dobson CC Limited Partnership, and may therefore be deemed to have a beneficial ownership interest (pecuniary) in the Class A common stock and Class B common stock held by Dobson CC Limited Partnership. In addition, Stephen T. Dobson is an officer and director of Dobson Communications Corporation, and therefore, is a reporting person.

5. Everett R. Dobson beneficially owns 21,835,290 shares, which consists of the 21,066,540 shares held by Dobson CC Limited Partnership and 1,168,750 shares of Class A common stock issuable upon exercise of options that are currently exercisable or that will become exercisable within 60 days. Stephen R. Dobson beneficially owns 20,766,540 shares, which consists of the 21,066,540 shares held by Dobson CC Limited Partnership and 100,000 shares of Class A common stock issuable upon exercise of options that are currently exercisable or that will become exercisable within 60 days. The Reporting Persons are related entities through their ownership, and may therefore be deemed to have a beneficial ownership interest (pecuniary) in the Common Shares. Amounts beneficially owned include the 7,212,736 shares of Class B common stock pledged in connection with the prepaid variable forward sale transaction described in note (1).

	/s/ Everett R. Dobson, President and Director of RLD, Inc., general partner of Dobson CC Limited Partnership	05/18/2006
	** Signature of Reporting Person	Date
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