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EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned officers and directors of Dobson Communications
Corporation (hereinafter "the Company"), hereby severally constitute Everett R.
Dobson, Bruce R. Knooihuizen and Ronald L. Ripley, and each of them, severally,
our true and lawful attorneys in fact, will full power to them and each of them
to sign for us, and in our names as officers or directors, or both, of the
Company, a Registration Statement on Form S-4 and any and all amendments thereto
(include post-effective amendments), granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
DATED this 14th day of July, 2000.
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<CAPTION>
<S> <C>
/s/ EVERETT R. DOBSON Chairman of the Board, President and
---------------------------------------- Chief Executive Officer (Principal
Everett R. Dobson Executive Officer) and Director
/s/ STEPHEN T. DOBSON Secretary and Director
----------------------------------------
Stephen T. Dobson
/s/ BRUCE R. KNOOIHUIZEN Vice President and Chief Financial
---------------------------------------- Officer (Principal Financial Officer)
Bruce R. Knooihuizen
/s/ TRENT LEFORCE Corporate Controller (Principal
---------------------------------------- Accounting Officer)
Trent LeForce
Director
----------------------------------------
Russell L. Dobson
/s/ FRED J. HALL Director
----------------------------------------
Fred J. Hall
Director
----------------------------------------
Justin L. Jaschke
/s/ ALBERT H. PHARIS, JR. Director
----------------------------------------
Albert H. Pharis, Jr.
/s/ DANA L. SCHMALTZ Director
----------------------------------------
Dana L. Schmaltz
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