As filed with the Securities and Exchange Commission on December 31, 2003

Registration No. 333-110380

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Dobson Communications Corporation

(Exact name of registrant as specified in its charter)

Oklahoma	4812	73-1513309
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

14201 Wireless Way Oklahoma City, Oklahoma 73134 (405) 529-8500	Bruce R. Knooihuizen 14201 Wireless Way Oklahoma City, Oklahoma 73134 (405) 529-8500
(Address, including Zip Code, and telephone number, including area code, of registrant’s principal executive offices)	(Name, address, including Zip Code, and telephone number, including area code, of agent for service)

Copies to:

Theodore M. Elam, Esq.

McAfee & Taft A Professional Corporation

Tenth Floor, Two Leadership Square

211 North Robinson

Oklahoma City, Oklahoma 73102

(405) 235-9621

         Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

         If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:    o

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.    o

         If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement under the earlier effective registration statement for the same offering.    o

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.      Indemnification of Directors and Officers

      As permitted by the Oklahoma General Corporation Act under which American Cellular Corporation (the “Company”) is incorporated, Article VIII of the Company’s Fourth Restated Certificate of Incorporation provides for indemnification of each of the Company’s officers and directors against (a) expense, 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 Company, or of any other corporation, partnership, joint venture, or other enterprise at the request of the Company, other than an action by or in the right of the Company, provided that he acted in good faith and in a manner he reasonably believed to be in the best interest of the Company, 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 Company brought by reasons of his being or having been a director, officer, employee or agent of the Company, or any other corporation, partnership, joint venture, or other enterprise at the request of the Company, 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 Company; 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 Company, 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 Company’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 Company’s directors and officers are also insured against claims arising out of the performance of their duties in such capacities.

Item 21.      Exhibits and Financial Statement Schedules

(a)  Exhibits

Exhibit			Method of
Numbers		Description	Filing
	25	Statement of Eligibility of Trustee		(1)

(1)  Filed herewith.

II-1

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on December 30, 2003.

DOBSON COMMUNICATIONS CORPORATION

By:  /s/ EVERETT R. DOBSON

Everett R. Dobson

President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on December 30, 2003.

Name		Title
EVERETT R. DOBSON* Everett R. Dobson		Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) and Director
BRUCE R. KNOOIHUIZEN* Bruce R. Knooihuizen		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
TRENT LEFORCE* Trent LeForce		Corporate Controller (Principal Accounting Officer)
RUSSELL L. DOBSON* Russell L. Dobson		Director
STEPHEN T. DOBSON* Stephen T. Dobson		Director
FRED J. HALL* Fred J. Hall		Director
Justin L. Jaschke		Director
ALBERT H. PHARIS, JR.* Albert H. Pharis, Jr.		Director
*By:	/s/ RONALD L. RIPLEY Ronald L. Ripley Attorney-In-Fact

II-2

INDEX TO EXHIBITS

Exhibit			Method of
Numbers		Description	Filing
	25	Statement of Eligibility of Trustee		(1)

(1)  Filed herewith.