Before the
                Federal Communications Commission
                      Washington, D.C. 20554

In the Matter of                )
                                )
Dobson Communications Corporation and)  
AT&T Wireless Services, Inc.    )
                                )
Request for Waiver of Section 22.942)
of the Commission's Rules       )
     

                             ORDER 

     Adopted:  July 29, 1999            Released:  July 29, 1999

By the Chief, Commercial Wireless Division, Wireless Telecommunications Bureau:

     1.   On July 2, 1999, Dobson Communications Corp. ("Dobson") and AT&T Wireless
Services, Inc. ("AT&T Wireless") (collectively "Petitioners"), filed a request for waiver of section
22.942 of the Commission's rules, to allow AT&T Wireless to make a less than 5 percent passive
equity investment in Dobson.   On July 6, 1999, the Wireless Telecommunications Bureau issued
a Public Notice seeking comment on the waiver request.  No comments or reply comments were
filed.  For the reasons discussed herein, we conditionally grant this waiver request.

     2.   Dobson owns or operates cellular systems in 31 markets.  AT&T Wireless controls
the A-block license in two of the 31 cellular markets in which Dobson holds an interest.  In one of
those two markets, Oklahoma 3 RSA, AT&T Wireless controls the A-block license, while Dobson
owns a five-percent limited partnership interest in the B-block licensee.  In the Oklahoma 5 RSA,
where AT&T Wireless controls the A-block license throughout the RSA, the B-block license has
been partitioned into two separate systems.  Dobson is the majority owner and managing general
partner of a general partnership which is the general partner of the limited partnership B-block
licensee in the Oklahoma 5 West RSA.

     3.   Section 22.942 of the Commission's rules prohibits any person from having a direct
or indirect ownership interest in licenses for both cellular channel block in overlapping cellular
geographic service areas (CGSAs) unless such interests do not pose a substantial threat to
competition.  Thus, a licensee or a party with a controlling interest in a license for one cellular
channel block may not have any direct or indirect ownership interest in the licensee or the party that
controls the licensee for the other channel block in the same CGSA.

     4.   Dobson and AT&T Wireless argue that the underlying purpose of section 22.942
would not be served were it to be applied in the instant case.  They contend that the purpose of the
rule is to guard against "substantial threats to competition," and that AT&T Wireless's proposed
investment in Dobson would not pose a threat to competition.  AT&T Wireless's proposed
ownership in Dobson would be passive, would amount to only 4.9 percent of the outstanding equity,
and would not entitle AT&T Wireless to be involved in the management of the cellular systems
controlled by Dobson subsidiaries.  Further, Petitioners argue that these two markets are only a
small part of the larger investment, and contain only about 246,000 pops out of over 5.7 million total
pops in all of Dobson's licensed territories.  The Petitioners assert that rather than impeding
competition, the relationship with AT&T Wireless should improve Dobson's ability to compete
generally in all 31 of its cellular markets.

     5.   As the Petitioners note, the Commission is currently re-evaluating section 22.942 as
part of its proceeding on the commercial mobile radio service (CMRS) spectrum cap.  In that
proceeding the Commission sought comment on whether to retain, modify, or repeal section 22.942
given the changes in mobile voice markets.  Given the specific facts presented in this case,
particularly the limited nature of the cross-ownership at issue, and the requirement that the
Commission act in the near future on the CMRS spectrum cap proceeding, which includes the issue
of whether to modify or eliminate section 22.942, we find good cause to grant conditionally the
waiver request pending the outcome of the Commission's re-evaluation of section 22.942 in the
CMRS spectrum cap proceeding.

     6.  Accordingly, IT IS ORDERED, pursuant to sections 0.131, 0.331, and 1.3 of the
Commission's rules, 47 C.F.R.  0.131, 0.331, 1.3, that the request of Dobson Communications
Corporation and AT&T Wireless Services, Inc. for waiver of section 22.942 of the Commission's
rules, 47 C.F.R. 22.942, to allow AT&T Wireless Services, Inc. to hold a less than 5 percent passive
equity interest in Dobson Communications Corporation IS GRANTED, subject to the outcome of
the Commission's pending rulemaking in WT Docket 98-205.  Should AT&T Wireless Services
Inc.'s holding in Dobson Communications Corporation be inconsistent with the result of that
proceeding, within 90 days from the release of the final order in WT Docket 98-205, Dobson
Communications Corporation and AT&T Wireless Services, Inc. shall take such actions as necessary
to come into compliance with the rules provided in the final order, and shall notify the Chief of the
Wireless Telecommunications Bureau, in writing, of its actions to come into compliance. 



                                                  FEDERAL COMMUNICATIONS COMMISSION



                                                  Steven E. Weingarten
                                                  Chief
                         Commercial Wireless Division
                         Wireless Telecommunications Bureau