DOBSON COMMUNICATIONS CORP
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>

                                                        Exhibit 10.1

                AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT


     Amendment No. 1 to Stock Purchase Agreement (this
"Amendment"), dated as of February 8, 2001, by and between AT&T
Wireless Services, Inc., a Delaware corporation (the
"Purchaser"), and Dobson Communications Corporation, an Oklahoma
corporation (the "Company" or "Seller").

RECITALS

     WHEREAS, the Company and Purchaser have entered into that
certain Stock Purchase Agreement dated as of November 6, 2000
(the "Purchase Agreement") pursuant to which, among other things,
the Purchaser agreed to purchase from the Company 200,000 shares
of the Company's Series A Convertible Preferred Stock, par value
$1.00 per share, upon the terms and subject to the conditions of
the Purchase Agreement; and

     WHEREAS, the parties hereto desire to amend and supplement
the Purchase Agreement in the manner set forth in this Amendment;
and

     WHEREAS, capitalized terms used herein but not otherwise
defined shall have the meanings given such terms in the Purchase
Agreement.

     NOW, THEREFORE, in consideration of the premises and the
mutual representations, warranties, covenants, conditions and
agreements hereinafter set forth, the parties agree, and the
Purchase Agreement is amended, as follows:

     1.   The following definitions are hereby added to Article 1
of the Purchase Agreement in the appropriate alphabetical order:

               "Exchange Agreement" means the Exchange Agreement,
          in the form attached hereto as Exhibit D.

               "Series AA Certificate of Designation" means the
          Certificate of Designation of the powers, preferences
          and relations, optional and other special rights of the
          Company's Series AA Preferred, in the form attached
          hereto as Exhibit E.

               "Series AA Preferred" means the Company's Series
          AA Preferred Stock, $1.00 par value.

     2.   The definition of "New Preferred" in Article 1 of the
Purchase Agreement is hereby deleted.

     3.   The definition of "Transaction Documents" is hereby
deleted in its entirety and the following definition is inserted
in lieu thereof:

     "Transaction Documents" means the Amendment to Stockholders
Agreement, the Right of First Offer Agreement, the Certificate of
Designation, the Series AA Certificate of Designation and the
Exchange Agreement."

     4.   The definition of "Transactions" is hereby deleted in
its entirety and the following definition is inserted in lieu
thereof:

     "Transactions" means the transactions contemplated by this
Agreement (including without limitation the execution and
delivery of the Exchange Agreement by the parties thereto and the
consummations of the transactions contemplated thereunder, if
applicable)"

     5.   The following words are hereby added after the word
"Date" on line one of Section 4.5 of the Purchase Agreement:

     "or as of the date of the consummation of the Exchange
Agreement, as applicable,"

     6.   The following parenthetical is hereby added after the
word "hereunder" on line one of Section 4.5 of the Purchase
Agreement:

          "(whether issued directly to the Purchaser on the
          Closing Date or issued in exchange for Series AA
          Preferred pursuant to the Exchange Agreement)"

     7.   New Sections 4.10, 4.11 and 4.12 are hereby added to
the Purchase Agreement to read as follows:

          "Section 4.10.      Valid Issuance of Series AA Preferred

               To the extent applicable, as of the Closing Date
          the Series AA Preferred Stock to be issued to Purchaser
          hereunder pursuant to Section 5.5 will have been duly
          and validly authorized and when issued, sold and
          delivered in accordance with the terms hereof will be
          duly and validly issued and free and clear of any Liens
          or other third party rights or interests whatsoever
          (including without limitation preemptive rights) other
          than as provided for in the Stockholders Agreement, as
          amended, and will not constitute "control shares" as
          defined by Section 1145 of the Oklahoma General
          Corporation Act."

          "Section 4.11.      Series AA Certificate of Designation

               To the extent applicable, as of the Closing Date
          the Series AA Certificate of Designation will have been
          duly and validly authorized by the Company and will
          have been filed with the Secretary of State of Oklahoma
          and will be in full force and effect as of the Closing
          Date."

          "Section 4.12.      Certificate of Designation

               As of the Closing Date the Certificate of
          Designation will have been duly and validly authorized
          by the Company and will have been filed with the
          Secretary of State of Oklahoma and will be in full
          force and effect as of the Closing Date."

     8.   Section 5.5 is hereby amended to read in its entirety
as follows:

          "Section 5.5.       Oklahoma 5

               The Purchaser's ownership of the FCC License for
          Oklahoma 5 RSA ("Oklahoma 5") would create an FCC
          Conflict if the Shares were issued to Purchaser on the
          date hereof.  Purchaser shall use all commercially
          reasonable efforts to sell its interest in Oklahoma 5
          prior to the Closing Date or otherwise take action such
          that an FCC Conflict relating to Oklahoma 5 will not
          arise as a result of the purchase of the Shares on the
          Closing Date.  In the event an FCC Conflict would be
          created by the purchase of the Shares as of the Closing
          Date as a result of Purchaser's ownership or interest
          in Oklahoma 5, then, provided all conditions to Closing
          have or will be satisfied on the Closing Date (other
          than obtaining any Consent pertaining to Oklahoma 5),
          in lieu of the Purchaser's purchase, and the Company's
          issuance, of the Shares on the Closing Date, (i) the
          Purchaser shall purchase, and the Company shall issue,
          on the Closing Date upon payment of $200 million to
          Seller, 200,000 shares of Series AA "Preferred and (ii)
          each of the Purchaser and Seller shall enter into the
          Exchange Agreement."

     9.   A new Subsection (h) is hereby added to Section 6.2 of
the Purchase Agreement as follows:

               "(h) If applicable, the Purchaser shall have
          delivered to the Company an executed counterpart
          signature page to the Exchange Agreement."

     10.  A new Subsection (i) is hereby added to Section 6.3 of
the Purchase Agreement as follows:

          "(i) If applicable, the Series AA Certificate of
          Designation, completed to reflect the same dividend
          rate as the Shares pursuant to Section 2.2, shall have
          been duly executed by the Company and filed with the
          Secretary of State of the State of Oklahoma and shall
          be in full force and effect under the laws of the State
          of Oklahoma as of the Closing."

     11.  The parenthetical "(and, to the extent applicable,
Section 4.10)" is hereby added immediately after the section
reference "4.5" on line three of Section 6.3(h) of the Purchase
Agreement.

     12.  A new Subsection (j) is hereby added to Section 6.3 of
the Purchase Agreement as follows:

               "(j) If applicable, the Company shall have
          delivered to the Purchaser an executed counterpart
          signature page to the Exchange Agreement."

     13.  Pursuant to the terms Section 1 of this Amendment, New
Exhibits "D" and "E" are hereby added to the Purchase Agreement
in the forms of Exhibits A and B hereto, respectively,
representing the forms of Exchange Agreement and Series AA
Certificate of Designation, respectively.

     14.  Except to the extent amended or supplemented by this
Amendment, all provisions of the Purchase Agreement are and shall
remain in full force and effect and are hereby confirmed in all
respects, and the execution, delivery and effectiveness of this
Amendment shall not operate as a waiver or amendment of any
provision of the Purchase Agreement not specifically amended or
supplemented by this Amendment.  Each reference to "this
Agreement" and each other similar reference contained in the
Purchase Agreement shall from and after the effective date hereof
refer to the Purchase Agreement as amended and supplemented
hereby.

[Remainder of page intentionally left blank.]

<PAGE>

     IN WITNESS WHEREOF, each of the parties has executed or
caused this Amendment to be executed by its duly authorized
offices as of the date first written above.


PURCHASER:
                         AT&T WIRELESS SERVICES, INC.

                                 JOSEPH E. STUMPF
                           Name: Joseph E. Stumpf
                           Title:

COMPANY:
                         DOBSON COMMUNICATIONS CORPORATION

                                 EVERETT R. DOBSON
                           Name: Everett R. Dobson
                           Title:  Chief Executive Officer

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT]

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