FILE PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-59322

AMERICAN CELLULAR CORPORATION

SUPPLEMENT TO PROSPECTUS
DATED MAY 4, 2001

(THE DATE OF THIS SUPPLEMENT IS JUNE 29, 2001)

EXTENSION OF EXPIRATION DATE
OF THE EXCHANGE OFFER

American Cellular Corporation has extended the expiration date of its
exchange offer from 5:00 p.m., New York City time, on June 12, 2001 to
12:00 p.m., New York City time, on July 31, 2001. You may withdraw the tender of
your old notes at any time prior to 12:00 p.m., New York City time, on July 31,
2001, unless we decide to extend the expiration date or your old notes were
previously accepted for exchange.

As of June 27, 2001, we had received tenders of $383,573,000 principal
amount of old notes for exchange pursuant to our exchange offer.

RECENT EVENTS

On June 4, 2001 we issued $250.0 million principal amount of our 9 1/2%
Senior Subordinated Notes due 2009. These notes are identical in all respects to
our old notes and the new notes to be issued in this exchange offer. We used
$201.3 million of the net proceeds to repay term loan obligations under our
credit facility and we irrevocably deposited $47.9 million in an interest
reserve account that will be used to pay the first four scheduled interest
payments on these notes.

RECENT OPERATING RESULTS

As of March 31, 2001, our network covered an estimated population of
approximately 5.1 million and we had approximately 582,600 subscribers, giving
us an aggregate market penetration of 11.3%. Our licensed areas, combined with
those of Dobson Communications Corporation, covered an estimated population of
more than 12 million, and together we served approximately 1.3 million
subscribers at March 31, 2001. For the quarter ended March 31, 2001, we added
57,000 gross subscribers and 28,200 net subscribers. As of March 31, 2001,
approximately 54% of our subscribers utilized digital service and used tri-mode,
dual-band handsets. Roaming minutes on our network increased approximately 54%
for the quarter ended March 31, 2001, when compared to the same period in 2000.

At March 31, 2001, on a pro forma basis, we had $1,142.1 million of senior
indebtedness and $700.0 million of senior subordinated indebtedness outstanding.

As of March 31, 2001:

- we operated approximately 80 retail locations, which range from small
sales kiosks in malls to large retail stores;

- our direct sales force was composed of approximately 120 sales people;

- we had approximately 240 third-party agents who distribute our products,
many of which did so on an exclusive basis;

- our markets were serviced by four regional call centers, which, in
aggregate, employed approximately 200 customer care representatives;

- we owned three regional call centers located in Duluth, Minnesota, Wausau,
Wisconsin, and LaGrangeville, New York; and

- our wireless operations leased approximately 80 retail locations
throughout our markets.

The following table sets forth:

- certain historical consolidated financial and other data for us from
February 25, 2000 through March 31, 2000 and as of and for the three month
period ended March 31, 2001; and

- certain pro forma financial and other data as of and for the three months
ended March 31, 2001.

We derived our summary historical consolidated financial data for the period
from February 25, 2000 through March 31, 2000 and for the three months ended
March 31, 2001 and as of March 31, 2001 from our unaudited condensed
consolidated financial statements which, in our opinion, reflect all
adjustments, consisting only of normal recurring accruals, that we considered
necessary to present fairly the data for those periods. The pro forma results of
operations for the three months ended March 31, 2001 give pro forma effect to
the March 14, 2001 issuance of $450.0 million principal amount of our 9 1/2%
Senior Subordinated Notes due 2009 and the repayment of portions of our senior
credit facility with the net proceeds of that issuance, and to the June 4, 2001
issuance of $250.0 million principal amount of our 9 1/2% Senior Subordinated
Notes due 2009 and the use of the net proceeds of that issuance to repay
$201.3 million of our term loan obligations under our credit facility and a
$47.9 million deposit into an interest reserve account as if each had been
completed and the proceeds from these offerings had been applied as of
January 1, 2001. The as adjusted balance sheet data adjusts for our June 4, 2001
issuance of $250.0 million principal amount of our 9 1/2% Senior Subordinated
Notes due 2009 as if it had been completed and the proceeds applied as described
above as of March 31, 2001.

The summary pro forma consolidated financial data are based on currently
available information and assumptions that we believe are reasonable. The
summary pro forma consolidated financial data do not purport to represent what
our financial condition or results of operations would have been if the pro
forma transactions had been completed on the dates and for the periods
indicated, nor do they purport to indicate our future financial condition or
results of operations.

PERIOD FROM
FEBRUARY 25, 2000 PRO FORMA FOR THE
THROUGH THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 2000 MARCH 31, 2001 MARCH 31, 2001
------------------ ------------------ ------------------
(UNAUDITED)
($ IN THOUSANDS)

STATEMENT OF OPERATIONS DATA:
Operating revenue:
Service revenue......................... $ 16,765 $ 61,891 $ 61,891
Roaming revenue......................... 10,871 30,902 30,902
Equipment and other revenue............. 1,242 4,609 4,609
---------- ---------- ----------
Total operating revenue............. 28,878 97,402 97,402
Operating expenses:
Cost of service......................... 4,994 24,455 24,455
Cost of equipment....................... 1,687 11,504 11,504
Marketing and selling................... 2,522 14,731 14,731
General and administrative.............. 3,878 14,696 14,696
Depreciation and amortization........... 17,050 45,357 45,357
---------- ---------- ----------
Total operating expenses............ 30,131 110,743 110,743
---------- ---------- ----------
Operating loss............................ (1,253) (13,341) (13,341)
---------- ---------- ----------
Interest expense.......................... (14,309) (41,223) (46,593)
Other income, net......................... 289 320 320
Income tax benefit........................ 3,591 15,553 17,701
---------- ---------- ----------
Net loss.................................. $ (11,682) $ (38,691) $ (41,913)
========== ========== ==========
OTHER FINANCIAL DATA:
Cash flows provided by (used in) operating
activities.............................. $ 21,470 $ (29,615) N/A
Cash flows used in investing activities... $ (5,630) (6,164) N/A
Cash flows provided by (used in) financing
activities.............................. $ (16,000) 28,022 N/A
EBITDA margin............................. 54.7% 32.9% 32.9%
EBITDA(1)................................. $ 15,797 $ 32,015 $ 32,015
Capital expenditures...................... $ 5,455 $ 22,657 $ 22,657

OTHER DATA:
Subscribers (at period end)............... 461,600 582,600 582,600
Penetration (at period end)(2)............ 9.4% 11.3% 11.3%
Average monthly churn rates............... 1.4% 1.7% 1.7%
Population................................ 4,889,000 5,139,000 5,139,000
ARPU(3)................................... $ 61 $ 55 $ 55
ARPU, excluding roaming revenue(3)........ $ 37 $ 37 $ 37
Ratio of earnings to fixed charges(4)..... N/A N/A N/A

MARCH 31, 2001
----------------------------
HISTORICAL AS ADJUSTED
------------ -------------
($ IN THOUSANDS, UNAUDITED)

BALANCE SHEET DATA:
Cash and cash equivalents................................... $ 7,367 $ 7,637
Restricted investments...................................... 85,235 133,175
Property, plant and equipment, net.......................... 205,378 205,378
Total assets................................................ 2,780,961 2,831,291
Total debt.................................................. 1,790,034 1,835,134
Stockholder's equity........................................ 631,759 631,759

- ------------------------

(1) Our EBITDA represents earnings (loss) from continuing operations before
interest income, interest expense, income taxes, depreciation, amortization,
other income and nonrecurring charges. We believe that EBITDA provides
meaningful additional information concerning a company's operating results
and its ability to service its long-term debt and other fixed obligations
and to fund its continued growth. Many financial analysts consider EBITDA to
be a meaningful indicator of an entity's ability to meet its future
financial obligations, and they consider growth in EBITDA to be an indicator
of future profitability, especially in a capital-intensive industry such as
wireless telecommunications. You should not construe EBITDA as an
alternative to operating income (loss) as determined in accordance with
GAAP, as an alternative to cash flows from operating activities as
determined in accordance with GAAP or as a measure of liquidity. Because
EBITDA is not calculated in the same manner by all companies, it may not be
comparable to other similarly titled measures of other companies. See our
consolidated statement of cash flows in our consolidated financial
statements included elsewhere in this offering memorandum.

(2) We determine market penetration by dividing the number of our total
subscribers at the end of the period by the estimated total population for
those markets. We calculate average monthly churn rates based on the number
of subscriber cancellations during the period as a percentage of the
weighted average total subscribers for the period.

(3) ARPU represents average revenue per user, which is calculated as the sum of
service and roaming revenue divided by the average number of subscribers.

(4) Our earnings were insufficient to cover fixed charges by $15.3 million for
the period from February 25, 2000 through March 31, 2000 and by
$54.2 million for the three months ended March 31, 2001. We define earnings
as net income (loss) before discontinued operations, extraordinary items,
interest expense, amortization, financing costs, taxes and the portion of
rent expenses under operating leases representative of interest. Fixed
charges consist of interest expense, amortization of deferred financing
costs and the portion of rent expense under operating leases representative
of interest.

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000

Any reference to the three months ended March 31, 2000 includes the combined
results of operations for the period from January 1, 2000 through February 24,
2000, the period immediately prior to our acquisition by Dobson Communications
Corporation and AT&T Wireless Services, Inc., and the results of operations for
the period from February 25, 2000 through March 31, 2000, the period subsequent
to our acquisition by Dobson Communications Corporation and AT&T Wireless
Services, Inc.

OPERATING REVENUE. For the three months ended March 31, 2001, our total
operating revenue increased $13.9 million, or 16.6%, to $97.4 million from
$83.5 million for the comparable period in 2000. Total service, roaming and
equipment and other revenue represented 63.6%, 31.7% and 4.7%, respectively, of
total operating revenue during the three months ended March 31, 2001 and 57.4%,

38.2% and 4.4%, respectively, of total operating revenue during the three months
ended March 31, 2000.

Service revenue increased $13.9 million, or 29.1%, to $61.9 million in the
three months ended March 31, 2001 from $48.0 million in the same period of 2000.
The increase was primarily attributable to increased penetration and usage by
our subscribers. Our subscriber base increased 26.2% to approximately 582,600 at
March 31, 2001 from approximately 461,600 at March 31, 2000. Our average monthly
service revenue per subscriber increased slightly to $37 for the three months
ended March 31, 2001 compared to $36 for the same period in 2000. On March 31,
2001, 54.0% of our subscribers were on digital rate plans compared to 23.7% at
March 31, 2000. Our digital rate plans typically produce higher service revenue
per subscriber and allow subscribers to use more minutes in a larger home area
than analog rate plans.

Roaming revenue decreased $1.0 million, or 3.1%, to $30.9 million in the
three months ended March 31, 2001 from $31.9 million for the comparable period
of 2000. Due to an industry-wide trend of reduced roaming rates, we have
experienced declines in our roaming yield. Our roaming yield decreased 37.7%, to
$0.43 per minute of use for the three months ended March 31, 2001 compared to
$0.69 per minute of use for the comparable period in 2000. However, our overall
decline in roaming revenue was partially offset by an increase in roaming
minutes of use. Our minutes of use increased 54.3% to 71.3 million for the three
months ended March 31, 2001 compared to 46.2 million for the comparable period
in 2000.

Equipment and other revenue of $4.6 million in the three months ended
March 31, 2001 represented an increase of $0.9 million, or 24.2%, from
$3.7 million in the same period of 2000, as we sold more equipment during the
three months ended March 31, 2001 as a result of growth in subscriber additions.

COST OF SERVICE. For the three months ended March 31, 2001, our total cost
of service increased $9.3 million, or 61.3% to $24.5 million from $15.2 million
for the comparable period in 2000. This increase was primarily the result of an
increased number of subscribers and the migration of our subscribers from analog
rate plans to our digital rate plans. Digital subscribers tend to use more
minutes than analog subscribers. This increased usage increases the minutes used
by our subscribers outside our markets, which increases the expenses we are
charged by third-party providers.

COST OF EQUIPMENT. For the three months ended March 31, 2001, cost of
equipment increased $6.3 million, or 121.4% to $11.5 million during 2001 from
$5.2 million in the same period of 2000, primarily from increases in the volume
of equipment sold due to the growth in subscriber additions and migrations.

MARKETING AND SELLING COSTS. Marketing and selling costs increased
$6.8 million, or 87.2%, to $14.7 million for the three month period ended
March 31, 2001 from $7.9 million for the comparable period of 2000. Subsequent
to our acquisition by AT&T Wireless and Dobson Communications, we increased
spending for advertising in an effort to increase gross subscriber additions. We
added 57,000 gross subscribers in first quarter 2001, compared to 44,700 in
first quarter 2000. The increase in gross subscriber additions also resulted in
higher sales force compensation expenses for the three month period ended
March 31, 2001.

GENERAL AND ADMINISTRATIVE COSTS. General and administrative costs
increased $2.5 million, or 20.7%, to $14.7 million for the three month period
ended March 31, 2001 from $12.2 million for the same period in 2000. This
increase is a result of increased infrastructure costs such as customer service,
billing, collections and administrative costs as a result of our overall growth.
Our average monthly general and administrative costs per subscriber remained
constant at $9 for the three months ended March 31, 2001 and 2000.

DEPRECIATION AND AMORTIZATION EXPENSE. For the three months ended
March 31, 2001, depreciation and amortization expense increased $11.6 million,
or 34.3%, to $45.4 million from $33.8 million for the same period of 2000. The
increase is the result of additional depreciation of fixed assets and
amortization of intangible assets acquired as part of our acquisition by the
joint venture between AT&T Wireless and Dobson Communications in February 2000.

INTEREST EXPENSE. For the three months ended March 31, 2001, interest
expense increased $10.8 million, or 35.8%, to $41.2 million from $30.4 million
in the same period of 2000. The increase was primarily a result of increased
borrowings during 2000 to finance our acquisition.

NET LOSS. For the three months ended March 31, 2001, our net loss was
$38.7 million. Our net loss increased $20.9 million, or 117.5%, from
$17.8 million for the three months ended March 31, 2000. The increase in our net
loss is primarily attributable to our increase in depreciation and amortization
and interest expense.

COMPREHENSIVE LOSS. We implemented SFAS 133 in January 2001. As a result,
we recorded a liability and a net loss to comprehensive income totaling
$28.1 million as of March 31, 2001, thus, making our total comprehensive loss
$66.8 million for the three months ended March 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

We expect to continue to fund our capital requirements with cash flows from
operations and funds borrowed under our senior credit facility.

The construction and improvement of our network and the distribution of
wireless communications products and services have required and will continue to
require substantial capital. These capital requirements include capital
expenditures for the network and working capital costs. We expect our total
capital expenditures for the year ending December 31, 2001 to be approximately
$90 million and our capital expenditures through March 31, 2001 were
$22.7 million. However, these requirements do not include the potential
acquisition of additional wireless licenses or operations or future upgrades for
advances in new technology including advanced wireless communications services,
none of which is currently planned in 2001.

At March 31, 2001, we had a working capital deficit of $3.9 million and a
ratio of current assets to current liabilities of 1:1. Our net cash used in
operating activities totaled $29.6 million for the three months ended March 31,
2001. This was primarily the result of our net loss and the changes in our
current assets and current liabilities, offset by depreciation and amortization.
Our net cash used in investing activities, which totaled $6.2 million for the
three months ended March 31, 2001, was primarily attributable to capital
expenditures of $22.7 million offset by an increase in payables--affiliates.

Net cash provided by financing activities was $28.0 million for the three
months ended March 31, 2001. This was the result of our receipt of
$430.3 million of net proceeds resulting from our issuance of $450.0 million
principal amount of our 9 1/2% senior subordinated notes due 2009, additional
borrowings under the senior credit facility of $37.5 million and advances from
affiliates for capital expenditures of $16.4 million, offset by repayments on
the senior credit facility of $372.1 million and the purchase of restricted
investments to be used to fund the first four scheduled interest payments on the
March 2001 notes.

On February 25, 2000, we obtained a $1,750.0 million senior credit facility,
of which we drew $1,675.0 million used primarily to finance our acquisition by
AT&T Wireless and Dobson Communications and refinance our existing debt. At
March 31, 2001, our senior credit facility had been amended such that it
included a $300.0 million revolving credit facility and $1,250.0 million of term
loan facilities. After repayment of a portion of our indebtedness under the
senior credit facility with

proceeds from our issuance of $250.0 million principal amount of our 9 1/2%
senior subordinated notes due 2009, the committed amounts under our senior
credit facility was reduced to $1,350.0 million. We finalized a second amendment
to the senior credit facility effective May 31, 2001.

On March 14, 2001 we received $430.3 million of net proceeds from the
issuance of $450.0 million aggregate principal amount of our 9 1/2% senior
subordinated notes due 2009. We used $145.3 million of these proceeds to reduce
our revolving credit borrowings and $200.0 million to reduce the term loans
under our credit facility. We also used $85.0 million to establish an interest
reserve account for the first four interest payments due on the March 2001
notes.

Interest on the revolving credit facility and the term loan facilities is
based on a base rate or a Eurodollar formula, and has ranged in total between
7.4% and 10.1% since inception. We are required to reduce the outstanding
principal balances of our term loans by a maximum of $27.5 million in 2001.

Our senior credit facility imposes a number of restrictive covenants that,
among other things, limit our ability to incur additional indebtedness, create
liens, make capital expenditures and pay dividends. At December 31, 2000, we
were in violation of our interest coverage ratio covenant. We received a waiver
from our lenders for this covenant violation. On March 2, 2001, we and our
lenders agreed to an amendment to our senior credit facility, which became
effective upon the permanent repayment of $200.0 million of the term loans under
our senior credit facility at the closing of the March 14, 2001 issuance of our
9 1/2% senior subordinated notes due 2009.

CAPITAL COMMITMENTS

We had capital expenditures of $61.2 million during 2000. We have budgeted
approximately $90.0 million for capital expenditures in 2001 and we expended
$22.7 million during the three months ended March 31, 2000. The amount and
timing of capital expenditures may vary depending on the rate at which we expand
and develop our wireless systems.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary market risk relates to changes in interest rates. Market risk is
the potential loss arising from adverse changes in market prices and rates,
including interest rates. The objective of our financial risk management is to
minimize the negative impact of interest rate fluctuations on our earnings and
equity. At March 31, 2001, we had interest rate hedges on $1,025.0 million of
our outstanding indebtedness under our senior credit facility. The fair value of
these hedges was $(28.1) million at March 31, 2001. Increases in interest
expense related to the interest rate hedge for the period from February 25
through December 31, 2000 and for the three months ended March 31, 2001 were
reflected in income and totaled $2.8 million and $3.8 million, respectively. We
do not enter into derivatives or other financial instruments for trading or
speculative purposes.

The above information is unaudited but includes all adjustments, consisting
of normal recurring items, which we consider necessary for a fair presentation
of our financial condition at March 31, 2001 and our results of operation for
the three months ended March 31, 2000 and March 31, 2001. The interim date as of
and for the three months ended March 31, 2001 is not necessarily indicative of
the results of our operations for the entire year.

CAPITALIZATION

The following table sets forth our cash and cash equivalents, restricted
investments and consolidated capitalization as of March 31, 2001, after giving
effect to the March 14, 2001 issuance of $450.0 million principal amount of our
9 1/2% Senior Subordinated Notes due 2009 and the repayment of portions of our
senior credit facility with the proceeds of that issuance, and as adjusted to
give effect to the June 4, 2001 issuance of $250.0 million principal amount of
our 9 1/2% Senior Subordinated Notes

due 2009 and the use of the net proceeds of that issuance to repay
$201.3 million of our term loan obligations under our credit facility and to
make a $47.9 million deposit into an interest reserve account.

AS OF MARCH 31, 2001
------------------------
ACTUAL AS ADJUSTED
---------- -----------
($ IN THOUSANDS)

Cash and cash equivalents................................... $ 7,367 $ 7,367
Restricted investments(1)................................... 85,235 133,175
---------- ----------
Total cash, cash equivalents and restricted
investments......................................... $ 92,602 $ 140,542
========== ==========

Long-term debt (including current maturities):
Senior credit facility:
Revolving credit facility............................... $ 93,369 $ 93,369
Term loan A............................................. 574,851 482,277
Term loan B............................................. 315,241 264,475
Term loan C............................................. 359,908 301,948
---------- ----------
Total senior credit facility(2)....................... 1,343,369 1,142,069
Senior subordinated notes, net of discount.................. 446,665 693,065
---------- ----------
Total long-term debt.................................. 1,790,034 1,835,134
---------- ----------
Stockholder's equity:
Paid-in capital............................................. 797,828 797,828
Retained deficit............................................ (137,935) (137,935)
Accumulated comprehensive loss.............................. (28,134) (28,134)
---------- ----------
Total stockholder's equity.................................. 631,759 631,759
---------- ----------
Total capitalization.................................. $2,421,793 $2,466,893
========== ==========

- ------------------------

(1) Consists of cash or U.S. government securities that we irrevocably deposited
in an interest reserve account to fund the first four scheduled interest
payments due on the $450.0 million principal amount of 9 1/2% Senior
Subordinated Notes due 2009 that we issued on March 14, 2001 and the
$250.0 million principal amount of 9 1/2% Senior Subordinated Notes due 2009
that we issued on June 4, 2001.

(2) At March 31, 2001, on a pro forma basis after giving effect to the
application of the estimated net proceeds of our June 4, 2001 offering, we
would have had $206.5 million of additional borrowing capacity under our
revolving credit facility.