DATA TRANSMISSION NETWORK CORP
11-K, 1998-06-29
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

Form 11-K

( X )     Annual Report Pursuant To Section 15(d) Of The Securities and 
          Exchange Act of 1934

                      For the year ended December 31, 1997.

or
(    )    Transition Report Pursuant to Section 15(d) Of The 
          Securities Exchange Act of 1934



                   Commission File Number 0-15405 or 33-50412



                      DATA TRANSMISSION NETWORK CORPORATION
                                   401(k) PLAN
                             Full Title of the Plan


                      DATA TRANSMISSION NETWORK CORPORATION
                         9110 West Dodge Road, Suite 200
                                 Omaha, NE 68114
                    Name of Issuer of Securities and Address
                          of Principal Executive Office



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.



Date:     June 25, 1998     
          Name of Plan:    Data Transmission Network Corporation 401(k) Plan

                                    
          Signature:/s/ Greg T. Sloma
                    --------------------------------------------------------
                    Greg T. Sloma
                    Plan Administrator

                                        1
<PAGE>

                DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN

                               TABLE OF CONTENTS

(a)  Financial Statements:

     Independent Auditors' Report                                            3

     Statements of Net Assets Available for
     Benefits as of December 31, 1997 and 1996                           4 - 6

     Statements of Changes in Net Assets Available for Benefits
     for the Years Ended December 31, 1997 and 1996                      7 - 9

     Notes to Financial Statements                                      10 - 13


(b)  Supplemental Schedules:

     Item 27a - Schedule of Assets Held for Investment
     Purposes December 31, 1997                                              14

     Item 27d - Schedule of Reportable Transactions - For The
     Year Ended December 31, 1997                                            15


(c)  Exhibits:

     Exhibit A - Independent Auditors' Consent                               16



                              REQUIRED INFORMATION

The Plan financial  statements and schedules are prepared in accordance with the
financial  reporting  requirements of ERISA and are included herein as listed in
the Table of Contents shown above.

                                       2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


Data Transmission Network Corporation 401(k) Plan
Data Transmission Network Corporation
Omaha, Nebraska

We have audited the accompanying statements of net assets available for benefits
of the Data Transmission Network Corporation 401(k) Plan as of December 31, 1997
and 1996,  and the  related  statements of changes in net assets  available  for
benefits  for  the  years  then  ended.  These  financial   statements  are  the
responsibility  of the Plan's  management.  Our  responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects, the net assets available for benefits of the Data Transmission Network
Corporation 401(k) Plan as of December 31, 1997 and 1996, and the changes in net
assets  available  for  benefits  for the years  then ended in  conformity  with
generally accepted accounting principles.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes at December 31, 1997 and Reportable Transactions for the
year ended December 31, 1997, are presented for purposes of additional  analysis
and  are  not a  required  part  of the  basic  financial  statements,  but  are
supplementary  information  required  by the  Department  of  Labor's  Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974. The supplemental  information by fund in the statements of
net assets  available  for benefits and the  statements of changes in net assets
available  for  benefits is  presented  for the purpose of  additional  analysis
rather than to present the net assets  available for benefits and changes in net
assets  available  for  benefits  of  the  individual  funds.  The  supplemental
schedules and  supplemental  information by fund are the  responsibility  of the
Plan's management.  Such supplemental schedules and supplemental  information by
fund have been subjected to the auditing procedures applied in our audits of the
basic  financial  statements  and,  in our  opinion,  are  fairly  stated in all
material respects when considered in relation to the basic financial  statements
taken as a whole.





Deloitte & Touche LLP
May 15, 1998
Omaha, Nebraska

                                       3
<PAGE>




                DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN
                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                                DECEMBER 31, 1997
<TABLE>
<CAPTION>
                        Supplemental Information By Fund
                              ----------------- ----------------- ----------------- ----------------- ----------------
                                    DTN            Short Term       Intermediate      Fixed Income     Equity Stock
                                Common Stock       Government        Term Bond        Mutual Fund       Mutual Fund
                                    Fund           Securities       Mutual Fund
                              ----------------- ----------------- ----------------- ----------------- ----------------

Investments, At Fair
 Value (Note 4):

<S>                                <C>                <C>               <C>               <C>              <C>
DTN Common Stock                   $8,652,000         $ -               $ -               $ -              $ -

Intermediate Term Bond
Mutual Fund                         -                   -                269,838            -                -

Fixed Income Mutual Fund            -                   -                -                 320,942           -

Equity Stock Mutual Fund            -                   -                -                  -               2,646,795

Balanced Mutual Fund                -                   -                -                  -                -

Small Cap Mutual Fund               -                   -                -                  -                -

Templeton Foreign Fund              -                   -                -                  -                -

Money Market Fund                     143,067          563,653           -                  -                   1,496
                                   ----------         --------          --------          --------         ----------

     Total Investments              8,795,067          563,653           269,838           320,942          2,648,291


Contributions Receivable            -                   -                -                  -                -

Cash & Cash Equivalents                   632            2,348               297               425              4,917
                                   ----------         --------          --------          --------         ----------

Net Assets Available For
         Benefits                  $8,795,699         $566,001          $270,135          $321,367         $2,653,208
                                   ==========         ========          ========          ========         ==========

Continued
</TABLE>

                                       4
<PAGE>


                DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN
                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                                DECEMBER 31, 1997
                                   (Continued)

                        Supplemental Information By Fund
<TABLE>
<CAPTION>
                             --------------- ------------------ ------------------ ---------------- 

                                Balanced     Small Cap Mutual       Templeton       Cash Transfer
                              Mutual Fund          Fund           Foreign Fund         Account           Total
                             --------------- ------------------ ------------------ ---------------- -----------------

Investments, At Fair
 Value (Note 4):

<S>                                <C>               <C>               <C>               <C>              <C>       
DTN Common Stock                     -                 -                 -                 -              $8,652,000

Intermediate Term Bond
Mutual Fund                          -                 -                 -                 -                 269,838

Fixed Income Mutual Fund             -                 -                 -                 -                 320,942

Equity Stock Mutual Fund             -                 -                 -                 -               2,646,795

Balanced Mutual Fund                81,002             -                 -                 -                  81,002

Small Cap Mutual Fund                -                203,868            -                 -                 203,868

Templeton Foreign Fund               -                 -                136,180            -                 136,180

Money Market Fund                    -                 -                 -                 -                 708,216
                                   -------           --------          --------          --------         ----------

     Total Investments              81,002            203,868           136,180            -              13,018,841


Contributions Receivable             -                 -                 -                104,532            104,532

Cash & Cash Equivalents                 66                141             1,762               277             10,865
                                   =======           ========          ========          ========         ==========


 Net Assets Available For
         Benefits                  $81,068           $204,009          $137,942          $104,809         $13,134,238
                                   =======           ========          ========          ========         ===========

<FN>
See Notes To Financial Statements.
</FN>
</TABLE>

                                       5
<PAGE>


                DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN

                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                                DECEMBER 31, 1996

                        Supplemental Information By Fund
<TABLE>
<CAPTION>
                   --------------  ---------------    --------------   -------------    -------------  ---------------  
                        DTN          Short Term        Intermediate        Fixed         Equity Stock   Cash Transfer
                    Common Stock     Government         Term Bond          Income        Mutual Fund       Account
                        Fund         Securities        Mutual Fund      Mutual Fund                                      Total
                   --------------  ---------------    --------------   -------------    -------------  ---------------  --------

Investments, At Fair
 Value (Note 5):

<S>                  <C>             <C>                <C>              <C>              <C>           <C>             <C>       
DTN Common Stock     $5,729,618      $   -              $   -            $   -            $     -       $     -         $5,729,618

U.S. Treasury 
  Bills/Notes              -          387,850               -                -                  -             -            387,850

Intermediate Term
  Bond Mutual Fund         -             -               332,805             -                  -             -            332,805

Fixed Income 
  Mutual Fund              -             -                  -             323,371               -             -            323,371

Equity Stock 
  Mutual Fund              -             -                  -                -             1,864,948          -          1,864,948

Money Market
  Fund                   63,167       236,351               -                -                  -             -            299,518
                     ----------      --------           --------         --------         ----------    --------        ----------
Total Investments     5,792,785       624,201            332,805          323,371          1,864,948          -          8,938,110


Contributions 
  Receivable               -             -                 -                 -                  -        127,860           127,860

Cash & Cash
  Equivalents              -            1,208              -                 -                  -         69,986            71,194
                     ----------      --------            --------        --------         ----------    --------        ----------

Net Assets 
Available For
Benefits             $5,792,785      $625,409           $332,805         $323,371         $1,864,948    $197,846        $9,137,164
                     ==========      ========           ========         ========         ==========    ========        ==========

<FN>
See Notes To Financial Statements.
</FN>

</TABLE>


                                       6
<PAGE>


                DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN

            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                          YEAR ENDED DECEMBER 31, 1997

                        Supplemental Information by Fund

<TABLE>
<CAPTION>

                             --------------  ---------------    ----------------  -------------    --------------
                                  DTN         Short Term          Intermediate       Fixed          Equity Stock
                              Common Stock    Government            Term Bond        Income         Mutual Fund
                                  Fund        Securities           Mutual Fund     Mutual Fund
                             --------------  ---------------    ----------------  -------------    --------------

Net Assets Available for
Benefits, Beginning of
<S>                            <C>              <C>               <C>               <C>              <C>       
Period                         $5,792,785       $625,409          $332,805          $323,371         $1,864,948

ADDITIONS:

Investment Income:
Net Appreciation
   (Depreciation) in Fair
   Value of Investments         1,527,463         (6,969)            2,720            10,419            147,560

Interest                           11,719         34,773                17                16                 89

Dividends                            -              -               16,491            19,125            236,109
                               ----------       ---------         --------          --------         ----------

  Total Investment Income       1,539,182         27,804            19,228            29,560            383,758

Contributions

Employer                          439,256         58,834            37,620            43,376            284,935

Employee                          792,955         94,294            58,219            80,623            580,813
                               ----------       --------          --------          --------         ----------

    Total Contributions         1,232,211        153,128            95,839           123,999            865,748

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

Total Additions                 2,771,393        180,932           115,067           153,559          1,249,506

Deductions:
Distributions to Plan
Participants                     (245,855)       (28,208)          (21,050)          (24,621)          (208,472)

Fees and Expenses                 (21,433)        (3,623)           (1,971)           (2,068)           (14,220)

Transfer of Assets (To)
From Other Funds                   498,809      (208,509)         (154,716)         (128,874)          (238,554)
                                ----------      ---------        ---------         ---------        -----------

  Net Increase (Decrease)        3,002,914       (59,408)          (62,670)           (2,004)           788,260
                                ----------      ---------        ---------         ---------        -----------

Net Assets Available for
Benefits, End of Period         $8,795,699      $566,001          $270,135          $321,367         $2,653,208
                                ==========      ========          ========          ========         ==========
</TABLE>
Continued
                                       7
<PAGE>




                DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN

            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                          YEAR ENDED DECEMBER 31, 1997
                                  (Continued)

                        Supplemental Information by Fund
<TABLE>
<CAPTION>

                               -----------------   -----------------   -----------------   ----------------   
                                Balanced Mutual        Small Cap            Templeton        Cash Transfer
                                   Fund               Mutual Fund         Foreign Fund          Account           Total
                               -----------------   -----------------   -----------------   ----------------   --------------

Net Assets Available for
Benefits, Beginning of
<S>                               <C>                 <C>                 <C>                <C>                <C>       
Period                            $ -                 $ -                 $ -                $197,846          $ 9,137,164

ADDITIONS:

Investment Income:
Net Appreciation
   (Depreciation) in Fair
   Value of Investments             3,925               13,351             (22,946)              -               1,675,523

Interest                                6                    9                   3                256               46,888

Dividends                           2,339                9,272              10,383               -                 293,719
                                  -------             --------            ---------          --------           ----------

  Total Investment Income           6,270               22,632             (12,560)               256            2,016,130

Contributions

Employer                           19,767               30,494              15,984             (9,510)             920,756

Employee                           36,677               65,767              33,450            (13,818)           1,728,980
                                  -------             --------            ---------          --------           ----------

    Total Contributions            56,444               96,261              49,434            (23,328)           2,649,736
                                  -------             --------            --------           --------           ----------

Total Additions                    62,714              118,893              36,874            (23,072)           4,665,866

Deductions:
Distributions to Plan
Participants                       (8,236)             (11,462)             (6,805)           (69,859)            (624,568)

Fees and Expenses                    (247)                (532)                (24)              (106)             (44,224)

Transfer of Assets (To)
From Other Funds                   26,837               97,110             107,897               -                    -
                                  -------             --------            --------           --------           -----------

  Net Increase (Decrease)          81,068              204,009             137,942            (93,037)           3,997,074
                                  =======             ========            ========           ========          ===========

Net Assets Available for
Benefits, End of Period           $81,068             $204,009            $137,942           $104,809          $13,134,238
                                  =======             ========            ========           ========          ===========
<FN>
See notes to financial statements
</FN>
</TABLE>
                                      
                                       8
<PAGE>



                DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN

            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                          YEAR ENDED DECEMBER 31, 1996

                        Supplemental Information by Fund
<TABLE>
<CAPTION>

                       -------------- ---------------- --------------- ------------  --------------- ---------------- 
                             DTN         Short Term      Intermediate     Fixed       Equity Stock    Cash Transfer
                        Common Stock     Government       Term Bond       Income      Mutual Fund       Account
                            Fund         Securities      Mutual Fund    Mutual Fund                                      Total
                       -------------- ---------------- --------------- ------------- --------------- ---------------- ------------

Net Assets Available
for Benefits, 
<S>                      <C>              <C>             <C>            <C>            <C>             <C>              <C>        
Beginning of Period      $4,044,782       $ 582,516       $ 193,516      $ 239,770      $874,120        $152,209         $6,086,913

ADDITIONS:

Investment Income:
Net Appreciation
 (Depreciation) in Fair
 Value of Investments      1,465,830           4,681         (3,699)       (13,645)       81,080             346          1,534,593

Interest                       5,665          28,852             97            136           237             728             35,715

Dividends                       -               -            12,284         14,570       164,902            -               191,756
                         -----------        --------      ---------      ----------     --------        --------         ----------

Total Investment Income    1,471,495          33,533          8,682          1,061       246,219           1,074          1,762,064

Contributions:

Employer                     323,990          55,177         31,786         42,249       217,182            (406)           669,978

Employee                     563,957          84,931         44,673         66,819       384,339          10,439          1,155,158
                          ----------        --------       --------      ---------      --------        --------         ----------

Total Contributions          887,947         140,108         76,459        109,068       601,521          10,033          1,825,136
                          ----------        --------       --------      ---------      --------        --------         ----------

Total Additions            2,359,442         173,641         85,141        110,129       847,740          11,107          3,587,200

Deductions
Distributions to Plan
Participants                (186,170)        (26,745)       (21,774)       (58,379)     (143,041)        (67,547)          (503,656)

Fees and Expenses            (15,833)         (6,210)        (1,150)        (1,598)       (8,364)           (138)           (33,293)

Transfer of Assets (To)
From Other Funds            (409,436)        (97,793)        77,072         33,449       294,493         102,215               -
                          -----------       ---------       --------     ----------     ---------      --------          ----------

  Net Increase             1,748,003          42,893        139,289         83,601       990,828          45,637          3,050,251
                          ===========       =========       ========     ==========     =========      =========         ==========

Net Assets Available for
Benefits, End of Period   $5,792,785        $625,409       $332,805       $323,371    $1,864,948        $197,846         $9,137,164
                          ==========        ========       ========       ========    ==========        ========         ==========
<FN>
See Notes To Financial Statements.
</FN>
</TABLE>

                                       9

<PAGE>




                DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1997 AND 1996

1.       Description of the Plan

         The  following  brief  description  of the  Data  Transmission  Network
         Corporation 401(k) Plan (the Plan) is provided for general  information
         only. Participants should refer to the Plan Agreement for more complete
         information.

         General - The Plan,  which first became  effective on July 1, 1988, was
         established to provide certain employees of Data  Transmission  Network
         Corporation  (the Company or DTN) a formal plan to save for retirement.
         Effective  January 1, 1998, all full-time  employees who have completed
         90 days of service are eligible to  participate  in the Plan,  although
         participation  by  eligible   employees  is  voluntary.   The  Plan  is
         administered by the Company. The Trustee for the Plan is First National
         Bank of Omaha.  The Plan is subject to the  provisions  of the Employee
         Retirement Income Security Act of 1974, as amended (ERISA).

         Contributions  -  Each   participant   may,   subject  to  the  maximum
         limitations  under  ERISA,   authorize  the  Company  to  reduce  their
         compensation by a percentage between 1/2% and 15%, and have such amount
         contributed  to the  Plan on  their  behalf  as a  basic  contribution.
         Currently,  the Company will make a matching contribution equal to 100%
         of the  participant's  basic  contribution  after the  participant  has
         completed one year of service, but such matching contribution shall not
         exceed  4% of the  participant's  compensation.  The  Company  may make
         discretionary  contributions in addition to the matching  contributions
         mentioned above. The Company has elected not to make any  discretionary
         contributions  since the Plan's  inception.  

         The Plan permits participants to rollover qualified  contributions from
         other qualified plans into the Plan.

         Contributions  are invested at the  participant's  discretion in one or
         more of eight funds: a DTN Common Stock Fund consisting of common stock
         of the Company;  a Short Term Government  Securities Fund consisting of
         U.S.  Treasury  Bills and  other  money  market  type  investments;  an
         Intermediate  Term Bond Mutual Fund  investing  primarily in government
         and  corporate   bonds;   a  Fixed  Income  Mutual  Fund  investing  in
         longer-term  corporate  bonds; an Equity Stock Mutual Fund investing in
         common  stock and other  equity  investments;  a Balanced  Mutual  Fund
         investing  in  common   stocks  and   investment   grade  fixed  income
         securities; a Small Cap Mutual Fund investing primarily in common stock
         of  small  capitalization  companies;  and  a  Templeton  Foreign  Fund
         investing in stocks and debt  obligations of companies and  governments
         outside the United States.

         A participant's basic contributions are made on a pre-tax basis, (i.e.:
         excluded  from  gross  income  for  the   participant's   personal  tax
         purposes.)  Such  contributions  are subject to social  security taxes.
         Amounts  contributed  by the Company are  deductible  currently  by the
         Company.  A participant does not become subject to federal income taxes
         on basic  contributions or on the amount of Company  contributions  and
         Plan earnings until such amounts are withdrawn or distributed.  The tax
         consequences of  distributions  to participants  will vary depending on
         the  circumstances at the time of  distribution.  If a participant does
         not direct his  distribution at termination to another  qualified plan,
         the distribution will be subject to a 20% tax/penalty.
         
         Vesting - All participants are 100% vested in their basic, matching and
         rollover contributions at all times.

         Distributions  - The normal  form of benefit for a  participant  who is
         terminating  or retiring is a lump sum payment in Company common stock,
         cash or both.  Retiring  participants  may elect  installment  payments
         generally over their assumed life expectancy.

                                       10
<PAGE>

         Plan  Termination  - Although it has not expressed any intent to do so,
         the Company has the right under the Plan to  discontinue  it's matching
         contributions  at any time and to  terminate  the Plan  subject  to the
         provisions  of ERISA.  In the event of plan  termination,  participants
         will remain 100 percent vested in their accounts.

         Fees and Expenses - Beginning in 1996, all  administrative  expenses of
         the Plan are being paid out of the Plan assets.

2.       Summary of Significant Accounting Policies

         Investments  in  common  stock  of DTN are  recorded  at fair  value as
         determined by the closing bid price quoted on the National  Association
         of Securities  Dealers Automated  Quotation System  (NASDAQ-NMS) on the
         last business day of the year.

         Investments  in U.S.  Treasury  Bills within the Short Term  Government
         Securities  Fund are recorded at fair market value based on quoted bond
         prices.  Investments in the  Intermediate  Term Bond Mutual Fund, Fixed
         Income  Mutual Fund,  Equity Stock Mutual Fund,  Balanced  Mutual Fund,
         Small Cap Mutual Fund,  and the Templeton  Foreign Fund are recorded at
         the net asset value of the mutual fund as quoted by each mutual fund on
         the last business day of the year, which approximates fair value.

         Net  appreciation  (depreciation)  in the fair value of  investments is
         based upon the fair value of the  investments  at the  beginning of the
         year or cost, if purchased during the year.

         Interest and dividend income are recorded on the accrual basis.

         The Plan's policy is to record benefit  payments upon  distribution  of
         balances  to  participants.  Benefits  due  and  unpaid  to  terminated
         participants  were $277 and  $69,986  at  December  31,  1997 and 1996,
         respectively.

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements and the reported  amounts of revenues
         and expenses during the reporting  period.  Actual results could differ
         from those estimates.

3.       Income Tax Status

         The Plan obtained its latest  determination letter on October 20, 1992,
         in which the Internal  Revenue  Service  stated that the Plan,  as then
         designed,  was in compliance  with the applicable  requirements  of the
         Internal  Revenue Code.  The Plan has been amended since  receiving the
         determination letter. However, the plan administrator believes that the
         Plan is currently  designed and being  operated in compliance  with the
         applicable  requirements of the Internal  Revenue Code.  Therefore,  no
         provision  for income taxes has been  included in the Plan's  financial
         statements.

                                       11
<PAGE>

4.       Investments

         The following  table presents the fair value of investments at December
         31, 1997 and 1996.  Investments  that represent five percent or more of
         the Plan's net assets are separately identified:
<TABLE>
<CAPTION>

                                                                   1997                               1996
                                                        -------------------------------------------------------------------------
             Investments at Fair Value as Determined by         Number of                         Number of
                         Quoted Market Price                 Shares/Units or     Fair Value    Shares/Units or         Fair Value
                                                            Principal Amount                   Principal Amount
          -----------------------------------------------------------------------------------------------------------------------

          Data Transmission Network
<S>                                                        <C>                   <C>                <C>                 <C>       
          Corporation Common Stock                             309,000           $8,652,000             257,500         $5,729,618

          Mutual Funds:

               First Omaha Balanced Mutual Fund              7,013.145               81,002            -                     -

               First Omaha Equity Stock Mutual Fund        179,809.439            2,646,795         137,795.466          1,864,948

               First Omaha Fixed Income Mutual Fund         30,741.600              320,942          31,948.711            323,371

               First Omaha Intermediate Term Bond
               Mutual Fund                                  27,092.196              269,838          33,688.237            332,805

               First Omaha Small Cap Mutual Fund            16,574.640              203,868                -                  -

               Templeton Foreign Fund                       13,686.404              136,180                -                  -
 
          U.S. Treasury Bills/Notes:

               $100,000 face value dated 03-07-96,                -                    -                   -                99,100
               due 03-06-97

               $100,000 face value dated 06-27-96,                -                    -                   -                97,490
               due 06-26-97

               $100,000 face value dated 09-19-96,                -                    -                   -                96,270
               due 09-18-97

               $100,000 face value dated 12-12-96                 -                    -                   -                94,990
               due 12-11-97

          Money Market Fund                                       -                 708,216                -               299,518
                                                                                -----------                             ----------

                                                                                $13,018,841                             $8,938,110
                                                                                ===========                             ==========
</TABLE>

5.       Reconciliation of Financial Statements to Form 5500

         The following is a reconciliation  of net assets available for benefits
         per the financial statements to the Form 5500.

<TABLE>
<CAPTION>
                                                                                         December 31,
                                                                                   1997                1996


               Net Assets Available For Benefits Per                           -------------------------------- 
<S>                                                                            <C>                  <C>       
                The Financial Statements                                       $13,134,238          $9,137,164
               Amounts Allocated to Withdrawing Participants                          (277)            (69,986)
                                                                               --------------------------------

               Net Assets Available for Benefits Per
                the Form 5500                                                  $13,133,961          $9,067,178
                                                                               ===============================

</TABLE>
                                       12
<PAGE>


         The following is a reconciliation of distributions to plan participants
         per the financial statements to the Form 5500.
<TABLE>
<CAPTION>
                                                                            Year Ended              Year Ended
                                                                         December 31, 1997       December 31, 1996
                                                                         -----------------       -----------------

    
         Distributions to Plan Participants Per The Financial
<S>                                                                             <C>                  <C>     
         Statements                                                             $624,568             $503,656
         Add:  Amounts Allocated To Withdrawing Participants At
               Current Year End                                                      277               69,986
         Less: Amounts Allocated to  Withdrawing Participants
               At Prior Year End                                                 (69,986)             (34,382)
                                                                                ---------            ---------

         Distributions to Plan Participants Per the Form 5500                   $554,859             $539,260
                                                                                ========             ========
</TABLE>


         Amounts allocated to withdrawing  participants are recorded on the Form
         5500 for benefit claims that have been approved for payment at December
         31 but not yet paid as of that date.

6.       Related Party Transactions

         Certain Plan  investments  are shares of mutual funds  managed by First
         National Bank of Omaha.  First National Bank of Omaha is the trustee as
         defined  by the Plan and,  therefore,  these  transactions  qualify  as
         party-in-interest.

         The Plan has an investment in DTN common stock. DTN is the Plan sponsor
         and, therefore, these transactions qualify as party-in-interest.

                                       13
<PAGE>




                DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN
                             SUPPLEMENTAL SCHEDULES
           ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                                DECEMBER 31, 1997

<TABLE>
<CAPTION>

         Column B                                        Column C                                Column D     Column E
Indentity of Issue, Borrower,          Description of Investment Including Collateral,                        Current 
 Lessor or Similar Party            Rate of Interest, Maturity Date, Par or Maturity Value         Cost        Value
- -----------------------------       ------------------------------------------------------      -----------  -----------

Data Transmission Network
<S>                                   <C>                                                        <C>          <C>       
Corporation Common Stock*             309,000 shares                                             $3,301,242   $8,652,000

First Omaha Balance Mutual Fund*      7,013.145 units                                                77,606       81,002

First Omaha Equity Stock Mutual
Fund*                                 179,809.439 units                                           2,490,935    2,646,795

First Omaha Fixed Income Mutual       
Fund*                                 30,741.60 units                                               309,906      320,942


First Omaha Intermediate Term
Bond Mutual Fund*                     27,092.196 units                                              268,050      269,838

First Omaha Small Cap Mutual 
Fund*                                 16,574.64 units                                               193,693      203,868

Templeton Foreign Fund*               13,686.404 units                                              159,322      136,180

Money Market Fund                     Short-term Investment Fund                                    708,216      708,216
                                                                                                 -----------------------


           Total Investments                                                                     $7,508,970  $13,018,841
                                                                                                 =======================
</TABLE>

*Represents a Party-In-Interest


                                       14
<PAGE>



                DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN
                             SUPPLEMENTAL SCHEDULES
                 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
                          YEAR ENDED DECEMBER 31, 1997


          Series Transactions, When Aggregated, Involving an Amount in
           Excess of Five Percent of the Current Value of Plan Assets
<TABLE>
<CAPTION>

          Column A                      Column C          Column D           Column E            Column F         Column G

                                        Number of         Number of        Total Dollar        Total Dollar       Realized
  Identity of Party Involved            Purchases          Sales             Value of         Value of Sales       Gain or
                                                                             Purchase                              (Loss)
- ------------------------------------------------------------------------------------------------------------------------------

Data Transmission Network Corporation
<S>                                        <C>                <C>            <C>                 <C>                <C>       
Common Stock*                              51                 0              $1,395,550          $   -              $     -

First Omaha Equity Stock Mutual Fund*      49                47               1,136,502           470,261              100,117


*Represents a Party-In-Interest
</TABLE>
                                       15
<PAGE>



                                    Exhibit A


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in  Post-Effective  Amendment No. 1
Registration  Statement No. 33-50412 and Registration Statement No. 333-37999 on
Forms S-8 of our report dated May 15, 1998,  appearing in this Annual  Report on
Form 11-K of the Data Transmission  Network Corporation 401(k) Plan for the year
ended December 31, 1997.



DELOITTE & TOUCHE LLP

Omaha, Nebraska
June 25, 1998

                                       16


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