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EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and
"Selected Consolidated Financial and Other Data" and to the use of our report
dated February 9, 2000, with respect to the consolidated financial statements of
American Cellular Corporation, and our report dated March 15, 1999, with respect
to the consolidated financial statements of PriCellular Corporation included in
the Registration Statement (Form S-4) and related prospectuses of Dobson
Communications Corporation for the registration of $300,000,000 of 10 7/8%
Senior Notes.
/s/ Ernst & Young LLP
Chicago, Illinois
July 12, 2000
