SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K



(X)  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                  For the Fiscal Year Ended December 31, 1995.

                                       OR

( )  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                         Commission file number 0-15405.

                      DATA TRANSMISSION NETWORK CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                    Delaware                    47-0669375
            ------------------------     --------------------------
            (State of Incorporation)     (I.R.S. Employer ID Number)


         9110 West Dodge Road, Suite 200, Omaha, Nebraska      68114
         ------------------------------------------------   ----------
              (Address of principal executive office)       (Zip Code)


         Registrant's telephone number, including area code:  (402) 390-2328

         Securities Registered Pursuant to Section 12(b) of the Act:  None

         Securities Registered Pursuant to Section 12(g) of the Act:


                       Common Stock, $.001 Par Value
                       -----------------------------
                              (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X    No
                      ---      ---

                                       1
<PAGE>
Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].

The aggregate market value of voting stock (based upon the "bid" price as quoted
on  NASDAQ)  of the  registrant  held by  non-affiliates  on March  1,  1996 was
approximately $116,000.000.

At March 1, 1996, the registrant had outstanding  3,327,530 shares of its common
stock.
                       DOCUMENTS INCORPORATED BY REFERENCE

1.    Portions of the Registrant's  Annual Report to Stockholders for the fiscal
      year ended December 31, 1995 are  incorporated  by reference into Parts I,
      II, and IV.

2.    Portions of the  Registrant's  definitive  Proxy  Statement  filed for the
      Registrant's Annual Meeting of Stockholders to be held April 24, 1996, are
      incorporated by reference into Part III.

                                     PART I

ITEM 1.  BUSINESS.

(a)     General Development of Business:

        Data  Transmission  Network  Corporation  (the  "company",   "DTN")  was
incorporated on September 17, 1987 to change the name and state of incorporation
of its predecessor company, Dataline, Inc. from Nebraska to Delaware pursuant to
an  Agreement  and Plan of  Merger  dated  October  8,  1987.  The  company  was
originally  incorporated  in Nebraska on April 9, 1984,  as Scoular  Information
Services,  Inc., a subsidiary of a regional  grain  company,  later changing its
name to Dataline, Inc.

        On December  19, 1985 and January  31,  1986,  in related  transactions,
certain  employees of the company  purchased all of the outstanding stock of the
company from the regional grain company.

        In January,  1987, the company  completed an initial public  offering of
common stock selling 698,085 shares at $5.40 per share.

(b)     Financial Information About Industry Segments:

        Not Applicable

(c)     Narrative Description of Business:

        Data Transmission  Network  Corporation (DTN) began operations in April,
1984. The company is in the business of providing  information and communication
services.  During 1995, four new services were released: DTN Weather Center, DTN
SPECTRUM,  DTN GovRate and a joint  venture  DAT  (Dial-a-Truck)  Transportation
Terminal. DTN's services reach 95,900 subscribers in the U.S. and Canada. All of
these services are discussed in this report.

                                       2
<PAGE>
        The  company's  subscription  services  are  targeted at niche  business
markets  and  designed to be timely  (NEWS...NOT  HISTORY),  simple to use,  and
convenient.  The  company's  information  distribution  technology  provides  an
efficient means of sending data and information from point to multi-point.

        The  development  of  a  cost-effective  electronic  satellite  delivery
system, plus a total commitment to customer service and information quality, has
enabled the company to become a major player in the communication  industry. The
company  continues  to  make a large  investment  to  develop  and  enhance  its
information distribution technology.  This investment has allowed the company to
take advantage of many engineering and software  advancements in an exciting and
growing industry.

                       INFORMATION DISTRIBUTION TECHNOLOGY

        The  company  is  committed  to  research  and  to  develop  information
distribution  technologies to cost  effectively  deliver the timely  information
(NEWS...NOT HISTORY) that the company's subscribers demand. DTN supports several
information distribution  technologies allowing the distribution  (transmission)
and  receiving  (capture,   manipulation  and  display)  of  information.  These
technologies  include,  FM radio  side-band  channels  (FM),  small dish Ku-band
satellite (Ku), FAX, E-Mail, TV cable (VBI) (VBI-vertical blanking interval) and
the Internet.

        The first  technology  used by the company was FM. The Ku technology was
added in 1989,  providing the ability to reach customers  outside the geographic
territory of the signal of the FM stations.  FAX, TV cable (VBI), E-Mail and the
Internet have since been added to further expand our distribution network.

        The company  provides all of the equipment  necessary for subscribers to
receive their  service based on FM, Ku, TV cable (VBI) and E-Mail  technologies.
This equipment includes a receiver,  specifically built for the company, a video
monitor, an FM antenna or a small 30" Ku-band satellite dish. A keyboard,  mouse
and printer may be provided depending on the service. DTN is responsible for the
normal maintenance and repair of the subscriber equipment.

        Prior  to  1992,  the  company  utilized  a  "page-based"  receiver  and
monochrome  system.  The monochrome  system translates the company's data stream
into text and has the capability,  depending on capacity, to receive and display
from 126 to 246 different pages of information.  The monochrome receiver has the
capability to download information to a printer or computer.

        In 1992,  the company  introduced the Advanced  Communications  EngineSM
(ACE) receiver,  a color graphics receiver system,  that expanded the ability to
provide  information  and  communications  services.  This receiver has multiple
processors that capture,  manipulate and display high resolution color pictures,
graphics,  and text.  A separate  processor  provides  the ability to play audio
clips such as weather forecasts,  voice advertisements or audio alarms used when
a futures contract reaches a pre-set price. In addition, this processor may send
and retrieve information by using an internal modem.

        The  receiver  has the ability to download  information  to a printer or
computer.  This  receiver  is equipped  with an internal  hard drive that allows
processed  information to be stored,  archived (versus frequent  rebroadcasting)
and then displayed using the receivers  built-in  control panel, a keyboard or a
mouse at the subscribers convenience.

                                       3
<PAGE>
        One of the unique  aspects  of the  company's  information  distribution
technology is the computer  software  developed by the company  specifically for
use with the DTN receivers.  This software manages information from a wide array
of  input   sources,   runs  routines,   sets   priorities  and  then  initiates
transmissions  to  the  satellite.  The  software  provides  the  capability  to
individually address each receiver unit placed with a subscriber, permitting the
company to transmit specific information to a specific subscriber(s).

        The company leases FM radio side-band  channels,  satellite channels and
TV cable (VBI) to deliver the information to the company's receivers used by its
subscribers.  All  information is up-linked from Omaha to satellite  (except FAX
and other telephone  delivery  technology) and down-linked from the satellite to
the subscriber based on the distribution technology.

        The FM  monochrome  subscribers  receive their  information  using an FM
antenna that receives the information via the side-band signal  transmitted from
the radio stations.

        On December 31, 1995,  19,000  subscribers  were receiving the companies
services via FM distribution technology.

        The Ku subscribers utilize a 30" satellite dish, a direct down-link,  to
receive  their  information.  On December  31,  1995,  74,400  subscribers  were
receiving the companies services via Ku distribution technology.

        Early in  1994,  the  company  began  using a new TV cable  distribution
technology   involving  vertical  blanking  intervals  (VBI).  The  company  has
contracted with a major cable TV superstation to transmit information along with
the station's TV signal.  This technology  eliminates the need for an FM antenna
or satellite  dish and is available to businesses  or residences  that are wired
for cable TV and receive the superstation's service. On December 31, 1995, 2,500
subscribers   were  receiving  the  companies   services  by  VBI   distribution
technology.

        The company has approximately 8,000 FAX customers receiving  information
using FAX  technology.  The E-Mail business is primarily a subscriber (an E-Mail
source)  communicating  specific messages to a group of subscribers.  Currently,
there are over 200 E-Mail sources  delivering over 1,000 pages of information to
subscribers.  The company began to deliver  services on the Internet in 1995 and
plans to continue researching this information distribution technology.

                                SERVICES OFFERED

        The  company's  revenue  is derived  mainly  from five  categories:  (1)
monthly, quarterly or annual subscriptions,  (2) optional service subscriptions,
(3) communication services, (4) advertising and (5) service initiation fees.

        The  percentage  of total  revenue for each category over the last three
fiscal years was:

                                       4
<PAGE>
<TABLE>
<CAPTION>

                                                     1995                1994               1993
                                                     ----                ----               ----
<S>                                                   <C>                 <C>                <C>
Subscriptions                                         74%                 73%                72%
Optional services                                      6%                  8%                 7%
Communication services                                11%                 10%                 9%
Advertising                                            3%                  5%                 7%
Service Initiation Fees                                6%                  4%                 5%
</TABLE>

         The subscription  revenue is monthly,  quarterly or annual subscription
fees for one of the company's  services.  A more detailed review of each service
is found later in this report.

         Optional  services are offered to subscribers on an "a la carte basis",
similar to premium  channels on cable TV. The  information for these services is
primarily  provided  by a  third  party  with  DTN  receiving  a  share  of  the
subscription revenue paid by the subscriber. Optional services revenue continues
to grow but has decreased as a percentage of total revenue  primarily due to the
growth in subscriptions revenue.

         The  company  sells  communication  services  that allow  companies  to
cost-effectively  communicate  a  large  amount  of  time-sensitive  information
(NEWS...NOT HISTORY) to their customers or field offices. This category includes
revenue generated from FAX and E-Mail services.

         The company sells  advertising  space  interspersed  among the pages of
news and  information,  similar to a newspaper or magazine.  The advantage of an
electronic   advertisement  over  typical  print  media  is  the  time-sensitive
(NEWS...NOT  HISTORY)  delivery  of the ad, as well as the ability to change the
advertising  message  quickly  and as  frequent  as market  conditions  dictate.
Advertising revenue continues to grow but has decreased as a percentage of total
revenue primarily due to the growth in subscriptions revenue.

         Service  initiation  fees  are  one-time  charges  to  new  subscribers
depending on the service and the information distribution  technology.  DTN also
charges an initiation fee for those  subscribers  who convert to another service
(ie: from a monochrome FM to a Ku color service)

DTN Agricultural Services

         The  DTN   Agricultural   related   services  include  DTN  AgDaily(R),
DTNstant(R)/Knight-Ridder,  DTNironSM,  DTN Pro Series,  DTN  PROduceSM  and DTN
Weather CenterSM.

<TABLE>
<CAPTION>
                                              1995                      1994                      1993
                                          -----------               -----------               --------
<S>                                       <C>                       <C>                       <C>
Revenues                                  $45,000,000               $33,700,000               $27,000,000
Subscribers at year end                        77,400                    67,100                    61,700
</TABLE>

                                       5
<PAGE>
DTN AGDAILY SERVICE

SERVICE REVIEW
         The company's first service,  DTN AgDaily,  is an  agricultural  market
information and quotes service.  Monochrome (FM and Ku) DTN AgDaily  subscribers
receive  delayed  commodity  futures  and options  quotes;  local cash grain and
livestock prices;  selected regional and world weather updates; and a variety of
daily analysis, commentary and news that affects grain and livestock prices.

         The DTN AgDaily color Ku graphics system  includes an advanced  weather
segment  with  national  and  regional  radar maps  (updated  every 15 minutes),
satellite cloud cover maps,  precipitation  and temperature  maps and much more.
The  subscriber  can custom design high  resolution  charts and/or select from a
library that holds over 1,000 charts. Subscribers can custom program the futures
quotes pages to display only the quotes they desire.  The service also  includes
information segments for specific crop and livestock enterprises.

         Subscribers can select from more than 100 different  optional services.
The majority of these  services have  information  provided by third parties and
range from more advanced weather  information to advisory  services for specific
commodities.

         Approximately 80% of the services  subscribers are farmers or livestock
producers   with  the  balance   consisting   primarily   of  grain   elevators,
agribusinesses,  and financial  institutions.  DTN AgDaily  subscribers farm one
quarter of the nation's total cropland and market 50% of the nation's cattle and
hogs. This service has approximately  70% of the market for  satellite-delivered
agricultural news and information services.  Subscribers can be found all across
the U.S and Canada.

         The  biggest  competitors  to this  service  are  considered  to be the
combination of printed advisory services,  radio, television,  telephone,  other
satellite  information  services,  on-line  services  and  the  changing  of old
information  gathering  habits.  The  company  believes  it  provides a superior
service compared to the services available by its leading competitors.

         New  subscriptions  are  primarily  sold by a sales  force of  employee
district sales representatives as well as by independent,  commission-only sales
representatives.   The  company  obtains  leads  for  the  sales  force  through
telemarketing,  direct mail, print media advertising and customer referrals. The
price of the  monochrome  FM service  is $25.99 per month,  $32.99 per month for
monochrome  Ku service  and $45.99 per month for color Ku  service.  The company
offers a discount to subscribers who pre-pay their subscriptions annually.

DTNSTANT/KNIGHT-RIDDER SERVICE

SERVICE REVIEW
         DTNstant/Knight-Ridder(formerly  DTNstant)  is  a  color  service  that
provides a selection  of  real-time  futures  and options  quotes from the major
commodity  exchanges.  The service also provides headline commodity news, market
leading  cash  information,   in-depth   charting   capabilities  plus  all  the
information  available on the DTN AgDaily color service. The primary subscribers
are commercial grain companies and elevators,  feedlots,  commodity  brokers and
commodity  speculators.  Due to the  character  of this  industry,  the  company
provides on-site service and installation by professional service technicians.

                                       6
<PAGE>
         DTNstant/Knight-Ridder  operates  in a  very  competitive  market  with
numerous  national and  regional  providers of instant  commodity  quotes.  This
service is the leader in the satellite  delivery of instant  futures and options
quotes.

         New  subscriptions are primarily sold by the district sales force which
is  supported  by  telemarketing  and direct  mail  campaigns.  This  service is
available only by color Ku-band satellite  transmission and is priced at $160.00
a month.

DTNIRON SERVICE

SERVICE REVIEW
         DTNiron is a color  service  providing a  cost-effective  communication
resource for the farm implement  industry.  DTNiron is an equipment  locator and
inventory  management  service  providing  a  communication  tool  for the  farm
implement dealers  throughout the U.S and Canada.  The service allows dealers of
all makes of farm implement equipment to work together to manage their inventory
resulting in increased sales and  profitability.  This service provides valuable
information on the national outlook for farm equipment sales.

         DTNiron provides detailed listings of farm implement equipment for sale
by dealers as well as equipment  needed by other  dealers.  Subscribers  receive
industry news, financial  information,  economic indicators and information from
the DTN AgDaily color service.

         This service is only available by color Ku-band satellite  transmission
and costs $94.50 a month.

DTN PRO SERIES SERVICE

SERVICE REVIEW
         The DTN Pro Series services are an advanced information source designed
for agricultural  subscribers who require more extensive information that can be
customized for their specific needs and operations. The Pro Series includes five
services: Weather Pro, News Pro, Chart Pro, Intraday Pro and Stock Pro.

         Weather Pro is the  "meteorological  connection"  to the most  complete
array of current weather, forecast and satellite radar information. This service
allows the subscriber to choose from over 70 new weather maps including detailed
regional, state and zone forecasts. The Weather Pro service gives the subscriber
32 programmable pages to create their own unique weather information chapter.

         News Pro is the "broadcast  connection" to the most timely  (NEWS...NOT
HISTORY) business,  sports,  entertainment,  financial,  and general news of the
day. The service also provides an audio summary of the day's  agricultural news.
New Pro subscribers  receive AP Online, a service of the Associated  Press, as a
news source.

                                       7
<PAGE>
         Chart Pro is the "graphic connection" bringing a variety of information
to the screen in an organized  format to allow the subscriber to analyze trends,
patterns and cycles.  This  service  includes 40 pages for  programmable  charts
allowing the subscriber to create an extensive "chart book".

         Intraday Pro is the "trading  connection" to the first low-cost  system
with the ability to chart market  sessions  minute-by-minute  during the trading
day. This service allows the subscriber to choose the time intervals they desire
to chart and keep them abreast of the markets.

         Stock Pro is the  "market  connection"  providing  access to prices for
over 50,000  issues of stocks,  bonds and funds.  This  service  includes  stock
quotes using either the quick quote  feature or the  programmable  quotes pages.
Additional  features are the personal library used to store news and information
and the high interest  windows that allows the subscriber to constantly  monitor
up to six futures, options, stock or bond quotes.

         The individual Pro Series services are bundled with DTN Ag Daily.  Each
individual  Pro Series service is $58.99 per month except the Stock Pro which is
$66.00 a month.  DTN Premier is the package of Weather Pro, News Pro,  Chart Pro
and Intraday  Pro,  priced at $73.99 per month.  DTN Premier Plus is the package
DTN  Premier  and Stock  Pro,  priced at $78.00 a month.  This  service  is only
available by color Ku-band satellite transmission.

DTN PRODUCE SERVICE

SERVICE REVIEW
         DTN PROduce is the authority in providing the produce industry with the
most timely weather,  prices,  transportation  and news  information  available.
There are four major  components  to the DTN PROduce  service.  First is weather
information, providing the single most important piece of information for anyone
in the produce  business.  Second is pricing  information,  providing  immediate
updates upon release  formatted by commodity,  growing area and terminal market.
Third is  transportation  information,  providing  freight rates and daily truck
availability  by  the  major  growing  areas.   Finally,  the  service  provides
comprehensive industry specific and general news.

         The market for the service is the entire produce food chain of growers,
shippers,  packers,  brokers,  retailers and institutions.  This service is only
available via color Ku-band satellite and is priced at $84.50 per month.

DTN WEATHER CENTER (New Service)

SERVICE REVIEW
         DTN Weather  Center was unveiled at the  corporation's  annual  meeting
held in April 1995.  This service  combines  many of DTN's most popular  weather
features  with several new  features  that allow the service to be marketed to a
variety of industries, such as golf course management,  construction,  emergency
management, aviation and public works. This service can be sold to virtually any
industry  where  timely  (NEWS...NOT  HISTORY),  accurate,   accessible  weather
information  would  cause a decision to be made  concerning  the  deployment  of
manpower.

                                       8
<PAGE>

         DTN Weather Center provides 80 weather maps, 20 regional radar maps and
four satellite maps. The service provides  short-range  (24-48 hours) forecasts,
long-range  (3-10 day)  outlooks,  and  five-day  city  forecasts  in three hour
intervals for 223 different  cities in the U.S. and Canada.  DTN Weather  Center
features  the new  Insta-Rad  radar  maps that  allow the  company  to send this
information within five minutes to the subscriber.

         This service is available only via color Ku-band satellite transmission
and is priced at $68.00 per month.

OPTIONAL SERVICES

SERVICE REVIEW
         Optional Services include advisory, educational and other informational
services  offered  to  DTN  subscribers  on an "a la  carte"  basis.  Additional
Services are  marketed by  advertising  on DTN  services,  direct mail,  invoice
stuffers and free trials.  An Additional  Service is featured on a regular basis
providing all  subscribers a three-day free trial.  Subscribers  can request and
receive a two-week free trial of any Additional Service.

         New  Additional  Services  are  developed  and  added to meet  customer
requests for information. Additional Services range in price from $6 to $300 per
quarter depending on the service.

DTN FINANCIAL SERVICES

         DTN  Financial  Services has grown from a single  service in 1989,  DTN
Wall  Street(R),  to  four  services,  DTN  Wall  Street,  DTN  SPECTRUMSM,  DTN
FirstRateSM and DTN GovRateSM. DTN Financial Services also includes a variety of
optional advisory and fundamental market information services.

         The  financial  services  compounded  revenue  growth for the past five
years was a very bullish 41%. The financial  services  objective is to provide a
comprehensive  in-depth  service at an affordable cost to the  subscriber.  This
objective  will remain very  important due to the highly  competitive  nature of
this business.  The "a la carte" optional services are offered to the subscriber
to give them an even  larger  variety of  information.  The  contents of all DTN
Financial  Services  are  broader  in scope  and cost  less per  month  than the
services  offered  by  competitors.  This  combination  allows the  services  to
maintain a competitive advantage.

<TABLE>
<CAPTION>
                                              1995                      1994                      1993
                                          -----------               -----------               --------

<S>                                        <C>                       <C>                       <C>       
Revenues                                   $6,100,000                $5,100,000                $4,100,000
Subscribers at year end                         9,600                     8,800                     7,700
</TABLE>

DTN WALL STREET SERVICE

                                       9
<PAGE>
SERVICE REVIEW
         DTN Wall Street  provides  exchange  delayed  quotes on stocks,  bonds,
mutual and money market funds, futures, interest rates, currencies and real-time
index  quotes.  This service also  provides  in-depth  economic,  financial  and
business news and other  time-sensitive  (NEWS...NOT  HISTORY)  financial market
information  such as  company-specific  news and  earnings.  The service  allows
subscribers to custom  program the system to track their  selection of financial
quotes.

         The subscribers to DTN Wall Street have a variety of optional  services
from which to choose providing stock selection and timing advice, U.S. Treasury,
Agency, mortgage-backed securities quotes and other financial related services.

         The  majority of  subscribers  are  individual  investors,  independent
brokers, financial advisors and financial institutions.  The primary competition
for DTN Wall Street are  satellite,  TV cable (VBI) and dial-up quote  services.
New subscribers to this service are obtained through direct response  marketing,
primarily print media, television advertising and telemarketing.

         This service is available by monochrome  Ku-band satellite and TV cable
(VBI) and is priced at $41.95 per month.

DTN SPECTRUM (New Service)

SERVICE REVIEW
         DTN SPECTRUM was an important focus of the new service development team
at DTN during 1995. This service was released during  November,  1995, and is an
enhanced  version of DTN Wall Street  utilizing the ACE technology.  The service
provides many  additional  features and functions that appeal to a wider market.
This service provides advanced quote selection and custom programming along with
alarms and charting capability.  The service will continue to be enhanced during
1996.

         This  service  was well  received  in the short  time it was  available
during 1995. All indications are that subscription sales will be strong in 1996.

         An extension  of DTN  SPECTRUM is the DTN  SPECTRUM  R-T service.  This
marks the entry by the DTN Financial  Services into the real-time quotes market.
The  service  will  provide  a mix of  exchange-delayed  quotes  along  with the
subscriber's choice of real-time commodities and futures quotes. This service is
expected to be well received by the market in 1996.

         The DTN SPECTRUM  and DTN  SPECTRUM R-T services are only  available by
color  Ku-band  satellite  and are  priced  at $68.00  and  $118.00  per  month,
respectively.  These  services  will become  available  by TV cable (VBI) during
1996.

DTN FIRSTRATE SERVICE

SERVICE REVIEW
         DTN  FirstRate  is  a  service  for  the  mortgage  industry  providing
wholesale  price  information  in an  easy-to-use  standard  format and intraday
interest rate  information to indicate the direction of wholesale  prices.  This
service also provides  subscribers  with business,  economic and financial news,
analysis, and commentary including leading economic indicators, employment rates
and government economic reports and trend analysis.

                                       10
<PAGE>
         Sales for DTN FirstRate are slow.  Company research  suggests we should
expect modest success with this service;  however, the company is continuing the
search for more cost effective sales and marketing programs.

         This service is available by monochrome  Ku-band  satellite or TV cable
(VBI) and is priced at $111.95 per month.

DTN GOVRATE (New Service)

SERVICE REVIEW
         DTN GovRate provides  executable U.S.  government  security quotes from
Zions First  National  Bank.  The  real-time  prices are provided from a primary
dealer,  the former Discount  Corporation of New York (DCNY), now operating as a
division of Zions First National Bank.

         The  company  views  this  service  as  an  important  development  for
financial institutions.  The service will provide the ability for more than just
large, money-center banks and institutions to have access to competitive pricing
of U.S. government securities.

         DTN GovRate will open  opportunities  for smaller to  mid-sized  banks,
public and corporate treasurers,  and independent brokerage firms to participate
in the trading of U.S.  government  securities.  Zions First  National Bank will
facilitate this by offering odd lot trading and repurchase agreements.

         This service is available by monochrome  Ku-band  satellite or TV cable
(VBI) transmission for $34.95 per month. The service is also currently available
on color Ku-band satellite for $68.00 per month.

DTN ENERGY SERVICES

The energy related services include DTNergy(R) for the refined fuels and natural
gas industries.

<TABLE>
<CAPTION>
                                              1995                      1994                      1993
                                          -----------               -----------               --------
<S>                                       <C>                        <C>                       <C>       
Revenues                                  $10,000,000                $7,200,000                $4,900,000
Subscribers at year end                         7,100                     6,700                     5,800
</TABLE>

DTNERGY SERVICE

SERVICE REVIEW
         DTNergy is a service providing pricing  information and  communications
services for the petroleum  industry.  This service consists of several pages of
delayed  energy  futures and options  quotes plus  selected  news and  financial
information.  DTNergy is  designed  to connect  refiners  (producers  of refined
fuels) to wholesalers  (distributor of refined fuels). The refiner sends refined
fuel prices to wholesalers they have authorized to receive this information. The
refiner  also has the  capability  to send  terminal  alerts,  electronic  funds
transfer  notifications,  invoices,  and other communications to the wholesaler.
DTNergy  subscribers can select from a variety of optional services to give them
even more prices or news related to the petroleum industry.

                                       11
<PAGE>
         The strength of the DTNergy  service is the ability to deliver,  within
seconds,  accurate refiner terminal prices and other vital communications to the
wholesalers.  This service is more reliable,  timely and less expensive than the
competition,  which utilize  telephone  delivered  printer-only  systems and FAX
services.

         DTNergy generates revenue from two primary sources,  the wholesaler and
the refiner.  The wholesaler pays a monthly  subscription  fee of $36.00 for the
monochrome  Ku-band  satellite  service.  The  refiner  pays fees based upon the
number and length of communications sent to wholesalers.

         DTNergy  developed a service for the natural gas industry.  Subscribers
receive  natural  gas flow data,  instant or delayed  NYMEX  energy  options and
futures  quotes,  weather and  industry  specific  information.  This service is
marketed to natural gas producers, distributors and large consumers. The service
is only  available by color Ku-band  satellite and is priced at $129 a month for
30-minute delayed quotes and $160 a month for real-time quotes.

DTN AUTO SERVICES

SERVICE REVIEW
         DTNautoSM is a communication and information service for the automobile
industry.  This service offers automobile dealers precision information to value
trade-ins,  locate  used  car  inventory  plus a host of other  information  and
convenient features.  Automobile auction companies and manufacturers are able to
communicate directly with the dealers.

         DTNauto  provides  information  on  pre-auction   automobile  listings,
results of past  auctions,  new and used car  industry  news,  weather and other
news.  The  service  allows  subscribers  to  perform  searches  of the  auction
listings, upcoming and past, for specific automobile information.

         The service offers a variety of optional services providing information
on credit reporting (CREDCO),  vehicle histories (CARFAX),  warranty information
(The Warranty Guide) and residual value of leased  vehicles  (Lease Guide).  The
CARFAX and CREDCO optional  services  extensively  utilize the internal modem to
send  and  receive  information.  These  services  create  a more  comprehensive
information service that puts the subscriber in the drivers seat.

         This service is being marketed by the DTNauto sales force to automobile
dealers  across the United  States.  This  service  is only  available  by color
Ku-band satellite transmission and is priced at $98.00 per month.

JOINT VENTURE SERVICES

         DTN has joined  forces with other  companies to market  their  services
using the company's technology.  These services are TracElectric,  a service for
the electric equipment industry, and DAT Transportation  Terminal, a service for
the trucking industry.

TRACELECTRIC SERVICE

                                       12
<PAGE>
SERVICE REVIEW
         TracElectric  is  an  equipment  locator  service  for  the  electrical
equipment industry. This service provides over 100 pages of new, remanufactured,
surplus and used electrical equipment listings.  The service connects buyers and
sellers throughout the U.S. and Canada.

         This service is available only by monochrome  Ku-band satellite and DTN
receives a percentage of the revenue.

DAT Transportation Terminal (New Service)

SERVICE REVIEW
         The  DAT  (Dial-A-Truck)  Transportation  Terminal  (DAT)  service  was
introduced  in the fourth  quarter of 1995 and is an  information  communication
system for the trucking  industry.  This service is a joint  venture with DAT in
Beaverton, OR and DTN. The service provides load and truck matching performed on
a database of 25,000 listings updated daily.

         DAT service allows subscribers to input their own listings into the ACE
receiver and send this  information  to the database  using the internal  modem.
This service provides the subscriber the ability to perform  extensive  searches
to locate  loads and  trucks  and set  alarms to alert the user that a match has
occurred.  The service also provides  regional  radar maps of major highways and
interstates,  transportation  news,  diesel  fuel  prices  and  other  financial
information related to the trucking industry.

         The target market includes all freight brokers and carriers  throughout
U.S. and Canada.  This service is only available by color Ku-band  satellite and
DTN receives a monthly fee per receiver.

EMPLOYEE DATA

         At  December  31,  1995  the  company  had  approximately  725 full and
part-time employees.

(d)      Financial Information about Foreign and Domestic Operations and Export
         Sales:

         Not applicable

ITEM 2. PROPERTIES.

         The company leases its executive and  administrative  offices in Omaha,
Nebraska and has outside sales offices in Arizona,  Colorado,  Florida, Illinois
and Utah.  Approximately  75,000 square feet of office space is leased for these
offices for various periods up through May 2005.

         In  addition,  the  company  leases two  distribution  centers  for the
purpose  of  storing  and  distributing  the  electronic   equipment  needed  by
subscribers to receive the company's  services.  The main distribution center is
located in Omaha,  Nebraska and occupies  approximately  28,000 square feet. The
company  also  serves  its  Canadian   subscribers  with  a  2,500  square  foot
distribution center located in Winnipeg,  Manitoba.  The leases related to these
distribution centers are for various periods up through December, 2003.

                                       13
<PAGE>
         The  information  set forth in Footnote 9 "Leases" on page 29-30 of the
company's  1995  Annual  Report  to  Stockholders  is  incorporated   herein  by
reference.

ITEM 3. LEGAL PROCEEDINGS.

         The  company  is not a  party  to nor is its  property  subject  to any
material  pending  legal  proceedings,  other than ordinary  routine  litigation
incidental to its business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No  matter  was  submitted  to a vote of the  security  holders  of the
company during the fourth quarter of the fiscal year ended December 31, 1995.

                                      * * *

                                       14
<PAGE>
<TABLE>
<CAPTION>
                      EXECUTIVE OFFICERS OF THE REGISTRANT

         Information  on the  current  executive  officers  of the company is as
follows:

                                                                    Year Joined
      Name                      Title                    Age        the Company
-------------------    ---------------------------       ---        -----------
<S>                    <C>                                <C>           <C>
Roger R. Brodersen     Chairman of the Board and          50            1984
                       Chief Executive Officer

Greg T. Sloma          President and Chief                44            1993
                       Operating Officer

Robert S. Herman       Senior Vice President              43            1984
                       Research and Technology

Roger W. Wallace       Senior Vice President and          39            1984
                       Co-President, Ag Services

James J. Marquiss      Senior Vice President and          51            1986
                       Co-President, Ag Services

Charles R. Wood        Senior Vice President and          55            1989
                       President, Financial Services

Keith A. Cook          Vice President and                 57            1986
                       President, Auto Services

H. Wade German         Vice President,                    54            1992
                       Business Research

Brian L. Larson        Vice President, Chief Financial    35            1993
                       Officer, Secretary and Treasurer

Gordon R. Lundy        Vice President and                 57            1990
                       President, Energy Services

Charles E. McQuinn     Vice President and President,      55            1995
                       West Financial Services

James G. Payne         Vice President, Administrative     40            1990
                       Operations Manager
</TABLE>


         The executive officers serve annual terms, and are elected by the board
of directors at their annual board of directors meeting in April of each year.




                                       15
<PAGE>
                                     PART II

ITEM 5.           MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
                  STOCKHOLDER MATTERS.

         Information  concerning the market for the company's  common stock, the
number of stockholders of record and the company's  dividend history is on pages
31  and  32  of  the  company's  1995  Annual  Report  to  Stockholders  and  is
incorporated herein by reference.

         Over-the-counter market quotations reflect inter-dealer prices, without
retail  mark-up,  mark-down or  commissions  and may not  necessarily  represent
actual transactions.

         The company's most  restrictive  loan covenant  restricts cash dividend
payments to 25% of net income after taxes.

ITEM 6.           SELECTED FINANCIAL DATA.

         Selected  financial data for the company is on page 16 of the company's
1995 Annual Report to Stockholders and is incorporated herein by reference.

ITEM 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.

         Management's discussion and analysis of financial condition and results
of operations  is on pages 17 through 20 of the company's  1995 Annual Report to
Stockholders and is incorporated herein by reference.

ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The financial statements of the company,  together with the Independent
Auditors' Report, are on pages 21 through 30 of the company's 1995 Annual Report
to Stockholders and are incorporated herein by reference.

         Supplementary  quarterly  financial  information  is on  page 31 of the
company's  1995 Annual  Report to  Stockholders  and is  incorporated  herein by
reference.

ITEM 9.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.

         None

                                       16
<PAGE>

                                    PART III

ITEM 10.          DIRECTORS OF THE REGISTRANT.

         Information  concerning  the present  directors  of the company and all
persons  nominated to become  directors at the Annual Meeting of Stockholders of
the company to be held April 24, 1996,  is  contained  in the section  captioned
"Election of Directors" of the Proxy  Statement  for such annual  meeting.  Such
section is on pages 2 through 3 of such  Proxy  Statement,  and is  incorporated
herein by reference.  Information concerning the registrant's executive officers
is furnished in a separate item captioned  "Executive  Officers of the Company",
included in Part I of this Form 10-K.

Compliance With Section 16(a) Of The Exchange Act

        Section  16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  requires  the  Company's  directors,  executive  officers and
holders  of more  than  10% of the  Company's  common  stock  to file  with  the
Securities and Exchange  Commission  initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
The Company  believes that during the fiscal year ended  December 31, 1995,  its
officers,  directors and holders of more than 10% of the Company's  common stock
complied  with  all  Section  16(a)  filing  requirements,  with  the  following
exception.  Jay E.  Ricks,  a director  or the  Company,  filed late his initial
report on Form 3 due upon his  becomming  a director of the  Company.  In making
these  statements,  the Company has relied solely upon a review of Forms 3 and 4
furnished to the Company  during its most recent fiscal year,  Forms 5 furnished
to the  Company  with  respect  to its most  recent  fiscal  year,  and  written
representations from reporting persons that no Form 5 was required.

ITEM 11.       EXECUTIVE COMPENSATION.

        Information  concerning  executive  compensation  paid by the company is
contained in the sections captioned  "Executive  Compensation" and "Compensation
Committee  Report on Executive  Compensation" on pages 6 through 10 of the Proxy
Statement for the Annual Meeting of Stockholders of the company to be held April
24, 1996, and is incorporated herein by reference.

ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT.

        Information concerning the ownership of equity securities of the company
by certain  beneficial  owners  and  management  is  contained  in the  sections
captioned  "Ownership By Certain  Beneficial Owners" and "Election of Directors"
on  pages  2  through  6 of the  Proxy  Statement  for  the  Annual  Meeting  of
Stockholders  of the  company to be held  April 24,  1996,  and is  incorporated
herein by reference.

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        Information  concerning  transactions  with  management  and  others and
indebtedness of management is contained in the section  captioned  "Transactions
with  Management"  on page 11 of the Proxy  Statement for the Annual  Meeting of
Stockholders of the company to be held April 24, 1996 and is incorporated herein
by reference.

                                       17
<PAGE>
                                     PART IV

ITEM 14.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
               ON FORM 8-K.

(a)     1.  Financial Statements:

        The  Registrant's  financial  statements,  together with the Independent
Auditors' Report, are incorporated herein by reference to the 1995 Annual Report
to Stockholders,  pages 21 through 30. With the exception of the  aforementioned
information and the information incorporated by reference into Items 2,5,6,7 and
8 of this report,  the Annual Report to Stockholders for the year ended December
31, 1995, is not to be deemed filed as a part of this report.  The  supplemental
financial  information  listed  below  should  be read in  conjunction  with the
financial  statements  in the Annual Report to  Stockholders  for the year ended
December 31, 1995.

(a)     2.     Financial Statement Schedules:                             Page
                                                                          ----
               Auditors' Report on Financial Statement Schedules           26

               Schedule
                Number            Description of Schedule
               ---------     ----------------------------------
                  II          Valuation and Qualifying Accounts            27

All other schedules are omitted because they are not applicable or not required,
or because the required  information is included in the financial  statements or
notes thereto.

(a)     3.     Exhibits:

               (3)       (a)      Certificate of Incorporation of Registrant.

                         (b)      By-Laws of Registrant.
               (These documents are filed as exhibits to the Registrant's
               Registration Statement on Form S-1 as filed December 4, 1987.)

               (4)       (a)      Specimen certificate representing shares of
                                  Common Stock $.001 par value, of Registrant.
               (This  document  is  filed  as an  exhibit  to  the  Registrant's
               Registration Statement on Form S-1 as filed November 4, 1988.)

                         (b)      Certificate of Incorporation of Registrant.
               (This  document  is  filed  as an  exhibit  to  the  Registrant's
               Registration Statement on Form S-1 as filed December 4, 1987.)

               (10)      (a)      Lease Agreement between the Registrant and
                                  Embassy Plaza Limited Partnership.
               (This document is filed as an exhibit to the Registrant's  Annual
               Report on Form 10-K for the fiscal year ended December 31, 1990.)

                         (b)      Registrant's Stock Option Plan of 1989.
               (This  document  is  included  as an exhibit to the  Registrant's
               Proxy  Statement for the Annual Meeting of  Shareholders  held on
               April 26, 1989.)

                                       18
<PAGE>
                         (c)      Registrant's Non-employee Directors Stock
                                  Option Plan.
               (This  document  is  included  as an exhibit to the  Registrant's
               Proxy  Statement for the Annual Meeting of  Shareholders  held on
               April 26, 1989.)

                         (d)      Form of indemnification agreement between the
                                  Registrant and the Officers and Directors of
                                  the Registrant.
               (This  document  is  filed  as an  exhibit  to  the  Registrant's
               Registration Statement on Form S-1 as filed May 22, 1989.)

                         (e)      First Amendment to Registrant's Employee Stock
                                  Option Plan of 1989 (amends Exhibit 10(b)).

                         (f)      First Amendment to Registrant's Non-employee
                                  Directors Stock Option Plan
                                  (amends Exhibit 10(c)).
               (These  documents  are  included as exhibits to the  Registrant's
               Proxy  Statement for the Annual Meeting of  Stockholders  held on
               April 25, 1990.)

                         (g)      Second Amendment to Registrant's Employee
                                  Stock Option Plan of 1989
                                  (amends Exhibit 10(b)).

                         (h)      Second Amendment to Registrant's Non-employee
                                  Directors Stock Option Plan
                                  (amends Exhibit 10(c)).
               (These  documents  are  included as exhibits to the  Registrant's
               Proxy  Statement for the Annual Meeting of  Stockholders  held on
               April 24, 1991.)

                         (i)      Loan Agreement dated October 9, 1992 among the
                                  Registrant, First National Bank of Omaha,
                                  FirsTier Bank Lincoln and First National Bank
                                  of Wahoo.

                         (j)      First   Amendment  to  Loan  Agreement   dated
                                  October  9, 1992 among the  Registrant,  First
                                  National  Bank  of  Omaha,  FirsTier  Bank  of
                                  Lincoln and First National Bank of Wahoo.

                         (k)      Independent Sales Representative Agreement
                                  dated March 28, 1990 between the Registrant
                                  and Phil Huston.

                         (l)      First  Amendment dated March 1, 1991 to
                                  Independent Sales Representative Agreement
                                  dated March 28, 1990 between Registrant and
                                  Phil Huston.

                         (m)      Amendment to Independent Sales Representative
                                  Agreement dated March 28, 1990 between
                                  Registrant and Phil Huston.


                                       20
<PAGE>
               (These  documents  are  included as exhibits to the  Registrant's
               Annual Report on Form 10-K as filed March 24, 1993).

                         (n)      Third Amendment to Registrant's Stock Option
                                  Plan of 1989 (amends Exhibit 10(b)).

                         (o)      Third Amendment to Registrant's Non-Employee
                                  Directors Stock Option Plan
                                  (amends Exhibit 10(c)).

                         (p)      Fourth Amendment to Employee Stock Option Plan
                                  of 1989 (amends Exhibit 10(b)).

                         (q)      Fourth Amendment to Non-Employee Directors
                                  Stock Option Plan (amends Exhibit 10(c)).
               (These  documents  are  included as exhibits to the  Registrant's
               Proxy Statement for the Annual Meeting of Stockholders to be held
               April 27, 1994).

                         (r)      Restated Loan Agreement dated November 8, 1993
                                  among the  Registrant,  First National Bank of
                                  Omaha,  FirsTier Bank Lincoln,  First National
                                  Bank  of  Wahoo,  National  Bank  of  Detroit,
                                  Norwest Bank  Nebraska,  NA and The  Boatmen's
                                  Bank of St. Louis.

                         (s)      Restated Security  Agreement dated November 8,
                                  1993 among the Registrant, First National Bank
                                  of  Omaha,   FirsTier  Bank   Lincoln,   First
                                  National  Bank  of  Wahoo,  National  Bank  of
                                  Detroit,  Norwest  Bank  Nebraska,  NA and The
                                  Boatmen's Bank of St. Louis.

               (These  documents  are  included as exhibits to the  Registrant's
               Annual Report on Form 10-K as filed March 14, 1994).

                         (t)      Restated  and amended  Non-Employee  Directors
                                  Stock Option Plan.

               (This  document  is  included  as an exhibit to the  Registrant's
               Proxy Statement for the annual meeting of stockholders to be held
               April 26, 1995).

                         (u)      First Amendment to the Restated Loan Agreement
                                  dated  November 8, 1993 among the  Registrant,
                                  First  National  Bank of Omaha,  Firstier Bank
                                  Lincoln,   First   National   Bank  of  Wahoo,
                                  National   Bank  of  Detroit,   Norwest   Bank
                                  Nebraska, NA and The Boatmen's Bank of St.
                                  Louis.
                                       21
<PAGE>
                         (v)      Second   Amendment   to  the   Restated   Loan
                                  Agreement  dated  November  8, 1993  among the
                                  Registrant,  First  National  Bank  of  Omaha,
                                  Firstier Bank Lincoln,  First National Bank of
                                  Wahoo, National Bank of Detroit,  Norwest Bank
                                  Nebraska, NA and The Boatmen's Bank of St.
                                  Louis.

                         (w)      Third Amendment to the Restated Loan Agreement
                                  dated  November 8, 1993 among the  Registrant,
                                  First  National  Bank of Omaha,  Firstier Bank
                                  Lincoln,   First   National   Bank  of  Wahoo,
                                  National   Bank  of  Detroit,   Norwest   Bank
                                  Nebraska, NA and The Boatmen's Bank of St.
                                  Louis.

                         (x)      Fourth   Amendment   to  the   Restated   Loan
                                  Agreement  dated  November  8, 1993  among the
                                  Registrant,  First  National  Bank  of  Omaha,
                                  Firstier Bank Lincoln,  First National Bank of
                                  Wahoo, National Bank of Detroit,  Norwest Bank
                                  Nebraska, NA and The Boatmen's Bank of St.
                                  Louis.

                         (y)      Lease  agreement dated August 30, 1994 between
                                  Registrant   and  The   Prudential   Insurance
                                  Company of America.

                         (z)      First   Amendment  to  lease  agreement  dated
                                  August 30, 1994 among the  Registrant  and The
                                  Prudential Insurance Company of America.

                         (aa)     Senior  Subordinated  Note dated June 30, 1994
                                  between the Registrant  and Equitable  Capital
                                  Private Income and Equity Partnership II, L.P.

               (These  documents  are  included as exhibits to the  Registrant's
               Annual Report on Form 10-K as filed March 28, 1995).

                         (ab)     Fifth Amendment to the Restated Loan Agreement
                                  dated  November  8, 1993 among the  Registrant
                                  and six regional banks.

                         (ac)     Sixth Amendment to the Restated Loan Agreement
                                  dated  November  8, 1993 among the  Registrant
                                  and six regional banks.

                         (ad)     Lease  agreement dated May 2, 1995 between the
                                  Registrant   and  The   Prudential   Insurance
                                  Company of America.

                         (ae)     First  Amendment to lease  agreement dated May
                                  2,  1995  between  the   Registrant   and  The
                                  Prudential Insurance Company of America.

                                       23
<PAGE>
                         (af)     Restated  Loan  Agreement  dated June 29, 1995
                                  among the Registrant and seven regional banks.

                         (ag)     Purchase and service  agreement dated July 13,
                                  1995 between the Registrant and  Knight-Ridder
                                  Financial.

                         (ah)     Adjustment to Independent Sales Representative
                                  Agreement   dated  March  28,   1990   between
                                  Registrant and Phil Houston.

                         (ai)     Senior Subordinated Notes and Warrant Purchase
                                  Agreement   dated   June  30,   1994   between
                                  Registrant  and  Equitable   Capital   Private
                                  Income and Equity Partnership II, L.P.

                         (aj)     First Amendment to Senior  Subordinated  Notes
                                  and Warrant Purchase  Agreement dated June 30,
                                  1994 between  Registrant and Equitable Capital
                                  Private Income and Equity Partnership II, L.P.

               (11)      Statement re computation of income per share.
               (12)      Not applicable.
               (13)      Registrant's 1995 Annual Report to Stockholders.
                         (This document is hereby incorporated by reference.)
               (16)      None.
               (18)      None.
               (19)      None.
               (22)      None.
               (23)      Consent of Deloitte & Touche LLP.
               (24)      None.
               (25)      None.
               (99)      Proxy  Statement for the Annual Meeting of Stockholders
                         of the  Registrant  to be held  April 24,  1996.  (This
                         document is hereby incorporated by reference.)

(b)     No reports on Form 8-K were  filed by the  Registrant  during the fourth
        quarter of the year ended December 31, 1995.

                                   SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Data Transmission Network Corporation,
a Delaware Corporation


By:     /s/ Roger R. Brodersen
        -----------------------
        Roger R. Brodersen
        Chief Executive Officer



                                       24
<PAGE>
Dated March 22, 1996.

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.


By:     /s/ Roger R. Broderson                                  March 22, 1996
        ------------------------------
        Roger R. Brodersen, Chairman of the
        Board, Chief Executive Officer
        and Director


By:     /s/ Greg T. Sloma                                       March 22, 1996
        ------------------------------
        Greg T. Sloma, President and
        Chief Operating Officer
        and Director


By:     /s/ Roger W. Wallace                                    March 22, 1996
        ------------------------------
        Roger W. Wallace, Senior Vice
        President, Co-President-Ag
        Services and Director


By:     /s/ Robert S. Herman                                    March 22, 1996
        ------------------------------
        Robert S. Herman, Senior Vice
        President and Director


By:     /s/ Brian L. Larson                                     March 22, 1996
        ------------------------------
        Brian L. Larson, Vice President,
        Chief Financial Officer,
        Secretary and Treasurer


By:     /s/ David K. Karnes                                     March 22, 1996
        ------------------------------
        David K. Karnes, Director


By:     /s/ J. Michael Parks                                    March 22, 1996
        ------------------------------
        J. Michael Parks, Director


By:     /s/ Jay E. Ricks                                        March 22, 1996
        ------------------------------
        Jay E. Ricks, Director



                                       25
<PAGE>




INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Data Transmission Network Corporation
Omaha, Nebraska

We  have  audited  the  financial   statements  of  Data  Transmission   Network
Corporation as of December 31, 1995 and 1994, and for each of the three years in
the period  ended  December  31, 1995 and have issued our report  thereon  dated
January 30, 1996; such financial statements and report are included in your 1995
Annual Report to  Stockholders  and are  incorporated  herein by reference.  our
audits also  included the  financial  statement  schedules of Data  Transmission
Network Corporation,  listed in Item 14(a)2. These financial statement schedules
are the  responsibility of the company's  management.  Our  responsibility is to
express an opinion based on our audits. In our opinion, such financial statement
schedules,  when considered in relation to the basic financial  statements taken
as a whole,  present fairly in all material  respects the  information set forth
therein.


/s/  Deloitte & Touche  LLP
---------------------------

     DELOITTE & TOUCHE  LLP

     Omaha, Nebraska
         January 30, 1996






                                       26
<PAGE>

<TABLE>
<CAPTION>

                                                                    Schedule II


                      DATA TRANSMISSION NETWORK CORPORATION

                        VALUATION AND QUALIFYING ACCOUNTS

                  YEARS ENDED DECEMBER 31, 1995, 1994, and 1993



                                  Balance at                     Charged to                   Balance at
                                  Beginning       Charged to       Other                          End
Description                       of Period        Expenses       Accounts    Deductions       of Period
                                 -----------      ----------     ----------   ----------      -----------  

Allowance for doubtful
accounts:

<S>                                <C>            <C>                          <C>             <C>     
Year ended December 31, 1995:      $220,000       $358,000            -        $278,000        $300,000


Year ended December 31, 1994:      $180,000       $283,000            -        $243,000        $220,000


Year ended December 31, 1993:      $120,000       $270,000            -        $210,000        $180,000

</TABLE>



                                       27
<PAGE>
<TABLE>
<CAPTION>

                                                   EXHIBIT INDEX
Exhibit                                                                                                    Page
Number                                  Item                                                              Number
-------                                 ----                                                              ------    
<S>            <C>                                                                                         <C>    
 3.(a)         Certificate of Incorporation of Registrant                                                   *
 3.(b)         By-Laws of Registrant                                                                        *
 4.(a)         Specimen certificate representing shares of common stock,                                    *
               $.001 par value, of Registrant
 4.(b)         Certificate of Incorporation of Registrant                                                   *
10.(a)         Lease Agreement between the Registrant and Embassy Plaza                                     *
               Limited Partnership
10.(b)         Registrant's Stock Option Plan of 1989                                                       *
10.(c)         Registrant's Non-Employee Directors Stock Option Plan                                        *
10.(d)         Form of indemnification agreement between the Registrant                                     *
               and the Officers and Directors of the Registrant
10.(e)         First Amendment to Registrant's Stock Option Plan of 1989                                    *
10.(f)         First Amendment to Registrant's Non-Employee Directors                                       *
               Stock Option Plan
10.(g)         Second Amendment to Registrant's Stock Option Plan of 1989                                   *
10.(h)         Second Amendment to Registrant's Non-Employee Directors                                      *
               Stock Option Plan
10.(i)         Loan  Agreement  dated  October 9, 1992                                                      *
10.(j)         First  Amendment  to Loan Agreement  dated  October  9,  1992                                *
10.(k)         Independent  Sales  Representative Agreement with Phil                                       *
               Huston dated March 28, 1990
10.(l)         First Amendment dated March 1, 1991 to Independent Sales                                     *
               Representative Agreement with Phil Huston
10.(m)         Amendment to Independent Sales Representative Agreement                                      *
               with Phil Huston
10.(n)         Third Amendment to Registrant's Stock Option Plan of 1989                                    *
10.(o)         Third Amendment to Registrant's Non-Employee Directors                                       *
               Stock Option Plan
10.(p)         Fourth Amendment to Registrant's Stock Option Plan of 1989                                   *
10.(q)         Fourth Amendment to Registrant's Non-Employee Directors                                      *
               Stock Option Plan
10.(r)         Restated Loan Agreement dated November 8, 1993                                               *
10.(s)         Restated  Security Agreement dated November 8, 1993                                          *
10.(t)         Restated and amended  Non-Employee  Directors Stock Option Plan                              *
10.(u)         First Amendment to Restated Loan Agreement dated November 8, 1993                            *
10.(v)         Second Amendment to Restated Loan Agreement dated November 8, 1993                           *
10.(w)         Third Amendment to Restated Loan Agreement dated November 8, 1993                            *
10.(x)         Fourth Amendment to Restated Loan Agreement dated November 8, 1993                           *
10.(y)         Lease agreement with The Prudential Insurance Company of America                             *
               dated August 30, 1994
10.(z)         First amendment to Lease Agreement dated August 30, 1994                                     *
10.(aa)        Senior Subordinated Note between Registrant and The Prudentiaal Insurance                    *
               Company of America dated June 30, 1994                                                       
10.(ab)        Fifth Amendment to the Restated Loan Agreement dated November 8, 1993                        31
10.(ac)        Sixth Amendment to the Restated Loan Agreement dated November 8, 1993                        33
10.(ad)        Lease agreement with The Prudential Insuance Company of America                              35
               dated May 2, 1995
</TABLE>
                                       29
<PAGE>
<TABLE>
<S>            <C>                                                                                         <C>    
10.(ae)        First Amendment to Lease Agreeement dated May 2, 1995                                        68
10.(af)        Restated Loan Agreement dated June 29, 1995                                                  73
10.(ag)        Purchase Agreement with Knight-Ridder Financial dated July 13, 1995                         120
10.(ah)        Adjustment to Indenpendent Sales Representative Agreement dated March 28, 1995              151
               with Phil Huston
10.(ai)        Senior Subordinated Notes and Warrant Purchase Agreement dated June 30, 1994                152
10.(aj)        First Amendment to Senior Subordinated Notes and Warrant Purchase Agreement dated           267 
               June 30, 1994
11.            Statement re computation of income per share                                                270
13.            Registrant's 1995 Annual Report to Stockholders                                             272
23.            Consent of Deloitte & Touche  LLP                                                           325
27.            Financial Data Schedule for year ended 12/31/95                                             326  
99.            Proxy Statement for the Annual Meeting of Stockholders                                      327
               of the Registrant to be held April 24, 1996
<FN>

*   - These  documents have been  incorporated by reference as indicated in Item
    14(a) (3).
</FN>
</TABLE>









                                       30
<PAGE>