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, 1997.

                                       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
                                      ---  ---

     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, 1998 was
approximately $316,000,000.

     At March 1, 1998, the registrant had outstanding  11,200,549  shares of its
common stock.

<PAGE>
                       DOCUMENTS INCORPORATED BY REFERENCE

1.    Portions of the Registrant's  Annual Report to Stockholders for the fiscal
      year ended December 31, 1997 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 22, 1998, 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 (pre-stock split).

     (b) Financial Information About Industry Segments:

         Not Applicable

     (c) Narrative Description of Business:

     Data Transmission  Network Corporation (DTN) began operations in April 1984
and  continues  to  provide   comprehensive,   time-sensitive   information  and
communication services for a variety of industries. DTN services grew to 158,800
subscribers  throughout the U.S. and Canada in 1997.  The  subscriber  growth is
attributed to the high retention  rate of existing  services and the addition of
several  new  services  in  the  agricultural,  weather  and  financial  service
industries.  A review  of these  services  and the  year's  highlights  for each
industry are discussed in this report.

     The Company's  subscription services are targeted at niche business markets
and  designed  to be  timely,  simple  to use,  and  convenient.  The  Company's
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 communications  industry.  The Company continues to invest time and money
developing  and  enhancing  its  information  distribution   technology.   These
investments allow 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  researching  and  developing  distribution
technologies  that cost  effectively  delivers the timely  information  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 small dish
Ku-band  satellite  (Ku), FM radio  side-band  channels (FM),  FAX, Cable TV (by
using the vertical blanking interval, or VBI), e-mail and the Internet.

                                       1
<PAGE>

     The first  technology  used by the Company was FM radio  side-band.  The Ku
technology was added in 1989,  providing the ability to reach customers  outside
the  geographic  territory of the FM signal.  FAX, VBI,  e-mail and the Internet
were 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 and VBI.  The  exception  is DTN's new
service,  DTN Real^Time,  where information is delivered via a new generation of
proprietary  hardware into a personal  computer (PC),  owned by the  subscriber.
This equipment includes a receiver,  specifically built for the Company, a video
monitor, 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
is capable,  depending on capacity,  of receiving and displaying from 126 to 246
pages of  information.  The  monochrome  receiver is also capable of downloading
information to a printer or computer.

     In 1992, the Company  introduced the Advanced  Communications  Engine (ACE)
receiver,  a color  graphics  receiver  system,  expanding the unit's ability to
provide  information  and  communication  services.  The ACE  receiver  contains
multiple  processors for capturing,  manipulating and displaying high resolution
color pictures, graphics and text. A separate processor enables the unit to play
audio clips for weather forecasts,  voice advertisements or audio alarms set for
when a futures contract reaches a pre-set price. In addition, this processor may
send and retrieve  information by using an internal  modem  connected to a phone
line.

     The ACE receiver is also capable of downloading information to a printer or
computer.  This  receiver  is  equipped  with an  internal  hard drive  allowing
processed  information to be stored,  archived (versus frequent  rebroadcasting)
and displayed.  The receiver's built-in control panel,  keyboard or mouse allows
subscribers to conveniently access this information.

     One unique aspect of the Company's information  distribution  technology is
the computer  software  developed by the Company  specifically  for use with 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 can individually address each receiver unit placed with
a  subscriber,  permitting  the Company to transmit  specific  information  to a
specific  subscriber  or group  of  subscribers.  The  Company  leases  FM radio
side-band  channels,  satellite channels and VBI space to deliver information to
the Company's  receivers used by its  subscribers.  All information is up-linked
from Omaha to  satellite  (except  Internet,  FAX and other  telephone  delivery
technology)  and down-linked  from the satellite to the subscriber  based on the
distribution technology.

     FM monochrome  subscribers  receive their  services from an FM antenna that
delivers the information via side-band signals transmitted from radio stations.

     On December 31, 1997,  12,500  subscribers  were  receiving  the  Company's
services  via FM  distribution  technology.  The Ku  subscribers  utilize  a 30"
satellite dish, a direct down-link,  to receive their  information.  On December
31, 1997,  143,300  subscribers  were  receiving the  Company's  services via Ku
distribution technology.

     Early  in  1994,  the  Company  began  using a new  cable  TV  distribution
technology  involving  vertical blanking intervals (VBI). The Company 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, 1997,  2,000
subscribers   were  receiving  the  Company's   services  by  VBI   distribution
technology.

     The Company has approximately 18,000 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  900  e-mail  sources   delivering  over  1,500  pages  of  information  to
subscribers daily.


                                       2
<PAGE>

     Currently,  DTN  offers  services  via  the  Internet  in the  agriculture,
produce,  weather and finance  service  lines and plans to continue  researching
this  information   distribution   technology.   On  December  31,  1997,  1,000
subscribers  were  receiving  the  Company's  services by Internet  distribution
technology.

                               SERVICES OFFERED

     The  Company's  revenue  is derived  primarily  from five  categories:  (1)
monthly,   quarterly  or  annual  subscriptions,   (2)  optional  services,  (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:

<TABLE>
<CAPTION>

                                     1997         1996         1995
                                     ----         ----         ----
        <S>                          <C>     <C>     <C>
        Subscriptions                80 %         76 %         74 %
        Optional services             5 %          6 %          6 %
        Communication services        8 %          9 %         11 %
        Advertising                   3 %          3 %          3 %
        Service Initiation Fees       4 %          6 %          6 %

</TABLE>

     Subscription  revenue  is  generated  from  monthly,  quarterly  or  annual
subscription  fees  for one of the  Company's  services.  The  Company  offers a
discount  to  subscribers  who  pre-pay  their  subscriptions  annually.  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.  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 in total dollars at a rate  commensurate  with the overall growth of the
Company due, in part, to new technological  innovations using the Internet,  FAX
and e-mail.

     The  Company   sells   communication   services   allowing   companies   to
cost-effectively  communicate  a large  amount  of timely  information  to their
customers or field offices.  This category  includes revenue  generated from FAX
and e-mail services.  Communication  revenue  continued to grow in total dollars
and management believes this area offers opportunities for future growth.

     The  Company  sells  advertising  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 ability to change or replace the
advertising  message  quickly and as  frequently as market  conditions  dictate.
Advertising revenue maintained the same percentage of total revenue due to rapid
subscriber  and  subscription  revenue  growth  as well as the  addition  of new
services with available advertising space.

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

The Agricultural Industry

     The DTN Agricultural  Services are DTN Ag Services,  DTNstant,  DTN PROduce
and  DTNiron.  Within  DTN Ag  Services  are DTN  AgDaily,  DTN  ProSeries,  DTN
FarmDayta and DTN FarmDayta On Line.

<TABLE>
<CAPTION>
                                         1997            1996            1995
                                     -----------     -----------     -----------
<S>                                  <C>            <C>             <C>
Revenues                             $87,600,000     $69,700,000     $45,000,000
Subscribers at year end                  120,500         116,200          77,400

</TABLE>

                                       3
<PAGE>

     New subscriptions are primarily sold by the Company's  national sales force
of  employee   district  sales   representatives,   in-house  sales  staff,  and
independent,  commission-only sales  representatives.  The Company obtains leads
for the sales force through telemarketing,  direct mail, print media advertising
and customer referrals.

     The main  competition  to these  services  is the  combination  of  printed
advisory services,  radio,  television,  telephone,  other satellite information
services, online services and the changing of old information gathering habits.

     There are over 200 optional services available to agricultural subscribers.
These services consist of advisory,  informational  and educational  products as
well as newswire,  association and additional free services. DTN subscribers can
customize their DTN unit to their specific needs by choosing from a broad mix of
these "a la carte" services. DTN is continually developing new optional services
to meet  customer  demands  by  listening  closely  to the  marketplace  and the
customer.

     The Company markets these services through a combination of individual free
trials,   system-wide  trials,  on-screen  advertising,   direct  mail,  invoice
stuffers,  equipment stuffers and telemarketing.  Optional Service subscriptions
increased in 1997 fueled by these marketing  campaigns and the increase in total
DTN subscription  sales.  Optional service  subscription prices range from $6 to
$1,200 per quarter with the average subscription price of $60/quarter.

     Communication  services (DTN InfoMail) plays an important role in providing
a cost effective means to reach a large number of targeted  customers  daily. At
the touch of a button,  subscribers  have instant  access to messages 24 hours a
day.  Currently,  there are over 900 InfoMail  customers  receiving  information
tailored to their specific needs. DTN InfoMail  provides services for elevators,
seed  sales  reps,  agronomists,  chemical  sales reps and  technical  advisors,
commodity  brokers,  processing  plants,  feedlots  and  anyone  with a need  to
communicate to DTN subscribers.

     In 1997,  the  agricultural  services  sold over $3.7  million  dollars  in
advertising to major players in the ag industry, ag chemical and seed companies,
equipment  and  finance  businesses.  The  color  system  capabilities,  such as
inter-activity  and animation,  continue to entice new advertisers.  Advertising
research in 1997 confirmed that DTN is an important  player in the  agricultural
media field.

DTN Ag Services
     Approximately  80% of the Ag Services  subscribers are farmers or livestock
producers   with  the  balance   consisting   primarily   of  grain   elevators,
agribusinesses, and financial institutions.  Subscribers to DTN Ag Services farm
nearly one third of the nation's  total cropland and market more than 50% of the
nation's  cattle  and  hogs.  DTN  ag  management   believes  the  trend  toward
consolidation  into larger farms as well as the  government's  move toward fewer
agricultural  price  supports  and an open market  system,  expands the need for
agricultural  information  services.  This  expansion  need  provides for steady
growth within DTN Ag Services.

AgDaily Service Review
     DTN  AgDaily  is an  agricultural  market  information,  quote and  weather
service. 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  affect  grain and
livestock prices.

     DTN AgDaily  color  graphics  allows for an advanced  weather  segment with
national and regional radar maps (updated every 15 minutes),  infrared satellite
cloud cover maps, precipitation,  temperature, jet stream, surface wind and snow
cover maps,  and much more.  The  subscriber  can custom design high  resolution
charts and/or select from a library that holds over 1,000 charts.  The system is
capable of custom  programming  the  futures  quotes  pages to display  only the
quotes subscribers  desire. The service also includes  information  segments for
specific crop and livestock enterprises as well as general, business, sports and
entertainment news.

     The DTN AgDaily  color  service also offers crop  liability  insurance  and
livestock profitability calculators by using the inter-activity feature allowing
a subscriber to search a comprehensive database.

                                       4
<PAGE>

Pro Series Service Review
     DTN offers services with advanced  features for the agricultural  industry.
The Pro Series' enhanced  functionality  includes a high interest window to view
future or  options  quotes  on any  page,  key word  search  that  automatically
searches the news story database for articles affecting the user's operation,  a
customized  segment with up to five of the user's favorite pages, and a personal
library serving as a customized archive segment.

     The DTN Pro Series includes six services: Weather Pro, News Pro, Chart Pro,
Intraday Pro, Stock Pro and DTN Premier.

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

     News  Pro  is  the  "broadcast  connection"  to  timely  business,  sports,
entertainment, financial, and general news of the day. The service also provides
an audio summary of the day's agricultural news. News Pro subscribers receive AP
Online, a service of the Associated Press.

     Chart Pro is the "graphic  connection" bringing a variety of information to
the screen in an  organized  format  allowing  subscribers  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
available with the ability to chart market sessions  minute-by-minute during the
trading day.  This  service  allows  subscribers  to choose time  intervals  for
charting to 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 include a personal library for storing news and information
and the high interest windows allowing  subscribers to constantly  monitor up to
six futures, options, stock or bond quotes.

     DTN Premier combines Weather Pro, News Pro, Chart Pro and Intraday Pro into
a  comprehensive  ag marketing and  information  package.  DTN Premier Plus adds
Stock Pro to the package targeting the farmer,  rancher or agribusiness  needing
all the market information available in one convenient location.

DTN FarmDayta  Service  Review
     DTN FarmDayta  was the principle  asset  acquired from the  acquisition  of
Broadcast  Partners in May 1996. Its content is very similar to DTN AgDaily.  In
fact, since its inception in 1990, DTN FarmDayta was the primary competition for
DTN AgDaily. FarmDayta gives the Company a fully integrated agricultural service
line with price entry points  across a wide  spectrum,  expanding  the marketing
horizons  for all DTN  agricultural  services.  The  Company  maintains  the DTN
FarmDayta facilities, with nearly 100 employees, in Des Moines, Iowa.

     DTN  FarmDayta is an  agricultural  market  information,  quote and weather
service  delivering  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 affect grain and livestock
prices.

     DTN  FarmDayta  Elite is an  advanced  version of DTN  FarmDayta.  Features
include  additional options quotes,  charting,  weather maps and a hard drive to
store  data  in the  receiver  which  is  critical  to  maintaining  storage  of
information during a power outage.

     DTN  FarmDayta  Elite Plus is an advanced  service  that  includes  the DTN
FarmDayta  Elite features and is similar in content to the DTN Pro Series.  This
service  includes more advanced news (Reuters  Headline News),  quotes,  weather
(including motion and zoom capabilities) and programmable charts.


                                       5
<PAGE>

DTN FarmDayta On Line Service Review
     The  Company  introduced  its  first  agricultural  Internet  service,  DTN
FarmDayta On Line,  in 1996.  DTN FarmDayta On Line is similar in content to DTN
FarmDayta  Elite Plus and is designed for the producer  preferring to use his or
her  personal  computer  to receive  information  or is not able to utilize  the
traditional   satellite-based   system   supplied   by  DTN.   The   market  for
subscription-based  Internet  services is  relatively  new yet FarmDayta On Line
closed the year with over 1,000 subscribers.

     Information  includes  animated  weather maps,  satellite and summary maps,
short and long range  forecast  maps,  news  commentary  and analysis as well as
unlimited access to futures and option quotes from all the major exchanges. Also
available  is  commodities  for energy,  financial,  currency,  metals and other
exchanges  as well as  instant  access to daily,  weekly and  monthly  commodity
charts. Customization capabilities allow for organization of the most often used
information for business decisions.

DTNstant Service Review
     DTNstant is a leader in providing  satellite  delivery of real-time futures
and options  quotes from the major  commodity  exchanges and headline  commodity
news from multiple sources such as the Associated Press,  Futures World News and
Bridge.  The service also provides  market-leading  cash  information,  in-depth
charting  capabilities  plus all the  information  available  on the DTN AgDaily
color service.

     In addition, the service provides information for the energy, metals, softs
(i.e.,  orange juice,  coffee,  cocoa),  transportation  and lumber  industries.
DTNstant uses compatible  software allowing the "pass thru" of data and graphics
into a computer's  local area network  (LAN).  With this  capability,  a DTN ACE
receiver can feed  information to multiple  users/traders on the LAN. This "pass
thru" software opens new markets by utilizing information  distribution within a
customer's LAN, enhancing analytical  capabilities.

     Other valuable features are  user-programmable  formulas for data analysis,
high  interest  windows  to  include  news  stories,   and  increased   keyboard
functionality.

     DTNstant  operates in a very competitive  market with numerous national and
regional  providers of instant  commodity  quotes.  The primary  subscribers are
commercial  grain  companies  and  elevators,  feedlots,  commodity  brokers and
commodity  speculators.   No  other  service  in  the  industry  offers  a  more
comprehensive  news  and  information  service.  Due to the  character  of  this
industry,  the Company provides on-site service and installation by professional
service technicians.

DTNiron Service Review
     DTNiron  provides  a  cost-effective  communication  resource  for the farm
implement  industry.  DTNiron is an equipment  locator and inventory  management
service providing a communication tool for farm implement dealers throughout the
U.S and Canada.

     DTNiron  provides  detailed  listings of farm  implements and equipment for
sale or needed by dealers.  A listing  remains on the system for a minimum of 30
days,  renewable at the dealer's  request.  Subscribers  receive  industry news,
financial information,  economic indicators and information from the DTN AgDaily
service.  DTNiron also  includes  listings of  construction  equipment,  trucks,
trailers and other equipment  found in the  agricultural  industry.  The service
provides  listings for implement and equipment  parts,  especially  hard to find
parts.  In addition,  the service sorts listings by regions and provides  hourly
updates keeping information timely for DTN subscribers.

     DTNiron  includes the Combine and Tractor Demand Monitor which provides the
first  widely  distributed  annual  sales  outlook  for the  tractor and combine
manufacturers.  This monthly economic study released to all DTNiron  subscribers
helps track the  money-making  trends in the  industry.  The Combine and Tractor
Demand Monitor is released to the trade and  agricultural  press one or two days
after release to DTNiron subscribers.

                                       6
<PAGE>

DTN PROduce Service Review
     DTN PROduce is an authority in providing the produce industry with the most
timely information available. There are four major components to the DTN PROduce
service.  First  is  weather,  the most  critical  information  for the  produce
industry. Second is immediate pricing updates,  formatted by commodity,  growing
area and terminal market. Third is transportation information with freight rates
and daily truck availability for the major growing areas.  Finally,  the service
provides a comprehensive  news package including AP Online.  Other  key-industry
news  sources  are "The  Packer"  and "The  Produce  News" in addition to credit
information  provided by the "Produce Reporter Company" and the "Red Book Credit
Service".

     DTN PROduce  maintains a price  discovery  network,  DTNdexSM,  that is the
industry  standard.  Competition  in this  industry  continues to focus on older
technology, such as FAX machines.

     The entire  produce  food chain of  growers,  shippers,  packers,  brokers,
retailers and institutions  benefit from information provided by this service. A
custom  service  for the produce  grower is also  available  containing  all the
features  of DTN PROduce  except for  transportation  information  and AP Online
news.  DTN PROduce  expanded its service to the Internet in 1996 to  accommodate
seasonal  and  international  customers  unable to utilize  the  satellite  dish
technology.

DTN Cotton  Network  Service  Review
     In July of 1997,  DTN acquired  the customer  base and other assets of "The
Network", a communications  company based in Lubbock,  Texas. DTN Cotton
Network is an electronic cotton marketing system designed to operate on a user's
personal  computer using software  developed  specifically for cotton accounting
and marketing.

     Users  dial  into a DTN data  center  via modem to  upload  bale  ownership
information and to list cotton for broadcast to prospective buyers.  Information
is broadcast  via DTN Ku band  satellite  and passed  through a serial port into
personal computers located at both buyer and seller locations.


The Weather Industry

DTN Weather Center  Service  Review
     DTN Weather Center is a comprehensive  weather  information system designed
to meet the weather information needs of many industries.  Markets  specifically
targeted by DTN Weather  Center are golf  courses,  turf  management,  emergency
management,   state  transportation   departments,   public  works  departments,
construction and aviation.

<TABLE>
<CAPTION>



                                         1997            1996            1995
                                     -----------     -----------     -----------
<S>                                  <C>             <C>             <C>
Revenues                             $10,700,000     $ 5,600,000     $ 1,000,000
Subscribers at year end                   13,100           7,900           2,600

</TABLE>

     DTN Weather Center introduced new products in 1997 designed  especially for
the marine,  forestry and travel industry. DTN Weather Center provides more than
100 weather maps, 20 regional  radar maps,  including  NEXRAD radar and infrared
satellite  photos and six  satellite  maps.  The  service  provides  short-range
(immediate to 48-hour)  forecasts,  long-range  (3-90 day) outlooks,  and 10-day
city  forecasts  for more than 550 cities in the U.S.  and  Canada.  The service
includes  programmable  capabilities to customize maps, and an archival  section
for saving maps.

     Optional services, such as AP Online News, newswires,  industry association
news and others are also available on all Weather Center services.

     DTN Weather  Center is a critical  ingredient in  operational  planning and
staff  decisions for industries  where timely,  accurate and accessible  weather
information are vital.

                                       7
<PAGE>

DTN Turf Manager Service Review
     DTN Weather Center Turf Manager is available to individuals  and businesses
involved in  turf-related  operations  such as golf courses,  lawn  maintenance,
landscaping and sod farms. This service provides the news,  weather and chemical
information needed for effective turf management.

     Chemical and Pesticide  Press Turf Index is a unique  feature  providing an
information  database  of more than 275 turf  pesticides.  Material  Safety Data
Sheets (MSDS) were recently  added  providing an even more valuable  information
service for subscribers.

     Thor  Guard,  the only  lightning  prediction  system  available,  warns of
lightning  strikes  before  they  happen  and is now  available  as an  optional
service.  Evapotranspiration  Tables provide regional  evaporation rates to plan
for watering and chemical applications.

     ESPN Sports Ticker provides current golf related stories and results and AP
Online provides more than 300 current news stories from four chapters,  General,
Business, Sports and Entertainment.  The National Golf Course Directory includes
a database of locations,  phone numbers,  course pros and course superintendents
for all member courses.

     These features, along with the comprehensive weather information,  provides
a complete turf industry package.

DTN Aviation Center Service Review
     DTN Aviation Center is a comprehensive  aviation weather package  specially
designed for pilots,  airports and Fixed Base  Operators  (FBO's).  DTN Aviation
Center  supplies  airports,  pilots  and FBO's  with the  extensive  flight-plan
information found on many premier "online" systems.

     This package includes U.S. and regional  depiction maps,  24-hour low-level
significant weather prognosis, U.S. region winds and temperatures aloft and also
METAR and TAF  information.  Subscribers  use DTN Aviation  Center during flight
services to visualize  current  weather  conditions  while creating their flight
plans. This service also aids in determining alternate route destinations.

     Subscribers   choose   from  the  Level  I   service,   designed   for  the
local/regional  flyers up to 18,000 feet, or the Level II service,  designed for
pilots and airports  flying  nationally up to 45,000 feet.  The Level II service
also provides European flight information.

DTN Contractor Dayta  Service  Review
     DTN Contractor Dayta is designed for the construction industry and includes
construction-related  news and information providing a competitive advantage for
subscribers.  This service provides valuable weather  information  necessary for
important day-to-day construction business decisions.

     Industry specific information includes general information, association and
industry information, construction news, bids and resources and the contractor's
exchange. Additionally, subscribers receive sports scores, sports highlights and
financial indicators.

     The service  provides a practical tool  contributing  to labor and material
cost  savings and  effective  management  of  scheduling  and  staffing  for the
construction industry.

 DTN Forestry Center Service Review
     DTN  Forestry  Center  combined  efforts  with the U.S.  Forest  Service to
provide  critical forest fire information to subscribers.  Previously,  district
forest service  offices  relied on a modem network  assembled in the late 1960's
for crucial  information  on forest fire  locations and fire weather  forecasts.
With DTN Forestry Center,  forest service district  managers quickly access fire
weather text bulletins along with a comprehensive set of weather maps.

                                       8
<PAGE>

     Bulletins  provided  for the forest  service  market  are:  Forest  Weather
Forecasts;  Red Flag Warnings;  Fire Danger Indexes;  Fire Weather Observations;
and Fire  Weather  Notices.  A special  chapter of fire  weather  maps  provides
additional information such as: Haines Fire Index; Current and Forecast Relative
Humidity;  Current and Forecast Wind Speed & Direction;  upper air analysis from
5,000 to 10,000 feet; and moisture index information from both the Crop Moisture
Index and Palmer Drought Index.

DTN Marine Center Service Review
     DTN Marine Center is a provider of satellite-delivered  weather information
for all areas of the marine industry.

     The service provides  information  necessary for cost-effective,  efficient
decision-making regarding towing, shipping, salvage, service and recreation. The
service includes Lake and Marine Text Bulletins,  Buoy Reports,  Lake and Marine
Maps and Tide Tables as well as general weather  information and sea conditions.
Optional  Services are also available as service  add-ons  providing  additional
means for a more complete information and weather package.

DTN Travel Center Service Review
     DTN Travel Center is an  interactive  hotel quest service  designed for the
hospitality  and travel  industries.  The service targets hotels and motels with
50+ rooms and includes NEXRAD  Real-Time Radar Maps,  travel  forecasts and road
conditions,  detailed  city and  national  forecasts,  national  and world news,
sports and sports  scores.  In  addition,  the  service  provides  business  and
financial news and market quotes and indexes.

     DTN Travel Center  provides a  comprehensive  weather and news  information
package for the traveler whether he or she is on business or vacationing.


The Financial Services Industry

     DTN Financial Services offers four services,  DTN Real^Time,  DTN SPECTRUM,
DTN Wall Street,  and DTN  FirstRate.  There are a variety of Optional  Services
available to Financial Service subscribers  providing stock selection and timing
advice, earnings estimates,  fundamental stock market data, U.S. Treasury quotes
and other financial market-related services.
<TABLE>
<CAPTION>

                                         1997            1996            1995
                                     -----------     -----------     -----------
<S>                                  <C>             <C>             <C>
Revenues                             $10,300,000     $ 8,600,000     $ 6,100,000
Subscribers at year end                   12,900          11,300           9,600

</TABLE>

     DTN Financial  Services revenue grew 20% during 1997, adding to its bullish
26% compounded revenue growth for the past 5 years.

     The main  objective  for  Financial  Services is  providing  comprehensive,
in-depth  financial  information at an affordable cost to its subscribers.  This
objective  is critical  due to the highly  competitive  nature of the  business.
Contents of all DTN  Financial  Services are broader in scope and cost less than
competitive services.  The "a la carte" optional services offered to subscribers
give them an even greater variety of information.  This  combination  allows the
services to maintain its competitive advantage in the market.

DTN Real^Time Service Review
     DTN Real^Time  delivers  real-time stock and stock option quotes as well as
real-time futures quotes,  fixed income  government  securities  quotes,  market
statistics and indicators,  news, commentary and other time-sensitive  financial
market  information.  The  service  is  delivered  at a rate  of  nearly  12,000
characters per second, roughly four times faster than a computer modem operating
at 28.8  kbs,  the  speed  investors  rely on to  receive  Internet-based  quote
services.  DTN  Real^Time  is two to more  than four  times  faster  than  other
dedicated, competitive, real-time quote services.


                                       9
<PAGE>

     DTN Real^Time is the first DTN service  delivered  directly via proprietary
hardware to a personal computer.  Previously, DTN services displayed information
on the DTN proprietary  systems or stand-alone units. If desired,  text and data
are "passed thru" these units to a PC using various software packages.

     Subscribers  are offered,  at no additional  cost,  the option of using DTN
Chameleon,  an exclusive  software  package  compatible  with  Windows  95(R) to
display  market  data,  news and other  financial  information  delivered by DTN
Real^Time.  DTN Chameleon  software also provides market condition alarms,  news
alerts and archiving, charting and portfolio monitoring. There are several other
popular  third-party  software programs available for formatting,  manipulating,
analyzing and displaying market data and news on a single PC or networked PC's.

DTN SPECTRUM Service Review
     DTN SPECTRUM is an enhanced  version of DTN Wall Street  utilizing  the ACE
technology. The service provides advanced quote selection and custom programming
along with alarms,  news search and charting  capabilities  appealing to a broad
market of individual investors and investment professions.

     DTN SPECTRUM is very well received by new  subscribers  as well as existing
DTN Wall Street  subscribers  choosing to "switch-up"  to the advanced  SPECTRUM
features.

     An extension of DTN SPECTRUM is the DTN SPECTRUM R-T service.  DTN SPECTRUM
R-T provides  real-time futures and commodity quotes along with exchange delayed
stock quotes, news and other information.

DTN Wall Street 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   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 majority of subscribers  to DTN Wall Street are  individual  investors,
independent brokers, financial advisors and financial institutions.  The primary
competition  for DTN Wall Street is  satellite,  TV cable  (VBI),  Internet  and
dial-up quote services.

DTN  FirstRate  Service  Review
     DTN FirstRate is a service for the mortgage  industry  providing  wholesale
mortgage  rates in an  easy-to-use  standard  format and intra day interest rate
information  indicating the direction of mortgage loan rates.  This service also
provides  subscribers  with  snapshots  of  real-time  rates from Fannie Mae and
Freddie Mac plus other news, commentary and analysis for mortgage lenders.

     DTN FirstRate+ is an enhanced color version of DTN FirstRate.  This service
provides  additional  features which are  well-received by subscribers,  such as
keyword search, quick quote, alarms and zoom capabilities for weather.

     DTN FirstRate is marketed by DTN Financial  Services'  institutional  sales
group (a select group within the National Sales Force).


The Energy Industry

     Energy related services include DTNergy for the refined fuels,  natural gas
industries and electric industries.
<TABLE>
<CAPTION>

                                         1997            1996            1995
                                     -----------     -----------     -----------
<S>                                  <C>             <C>             <C>
Revenues                             $14,300,000     $12,200,000     $10,000,000
Subscribers at year end                    8,400           7,700           7,100

</TABLE>

                                       10
<PAGE>

DTNergy Service Review
     DTNergy provides  pricing  information and  communication  services for the
refined fuels 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  (distributors  of refined  fuels).  The refiner  sends refined fuel
prices to  wholesalers  authorized to receive this  information.  The refiner is
also   capable  of  sending   terminal   alerts,   electronic   funds   transfer
notifications, invoices, and other communications to the wholesaler. The DTNergy
system  carries  more  than two  million  messages  a month  for this  industry.
Subscribers also select from a variety of optional services  providing even more
prices or news related to the petroleum industry.

     The strength of the DTNergy Refined Fuel 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.  Wholesalers currently pay a monthly subscription fee of $40.00 for the
monochrome Ku-band satellite service.  Refiners pay fees based on the number and
length of communications sent to wholesalers.

     DTNergy  also  provides  an  information  service  for the  natural gas and
electric industries. Subscribers receive instant or delayed NYMEX energy futures
and options quotes, a comprehensive  weather package and industry  specific news
and market  information.  This service targets energy  producers and generators,
transporters, marketers, utilities and larger energy consumers.


The Auto Industry

DTNauto Service Review
     DTNauto is a  communication  and  information  service  for the  automobile
industry.  This service offers  automobile  dealers  precision  information  for
valuing  trade-ins and locating used car inventory.  DTNauto  provides a host of
convenient  features for the industry such as the ability for automobile auction
companies and manufacturers to communicate directly with the dealers.

     DTNauto  provides  information  on more  than  125  pre-auction  automobile
listings (AuctionNet), results of past auctions, new and used car industry news,
weather and other news.  The service allows  subscribers to perform  searches of
upcoming and past auction listings for specific automobile information.

     DTNauto  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).  CARFAX and
CREDCO  optional  services  extensively  utilize the internal  modem to send and
receive information.  These services create a comprehensive  information service
placing the "subscriber in the driver's seat".

     DTNauto is marketed by DTNauto sales specialists (a select group within the
National Sales Force).


DTN Joint Venture Services

     DTN joined forces with several companies to market their services using DTN
technology. These services are TracElectric, DAT Transportation Terminal and DTN
Missing Children Information Center (MCIC).

Trac Electric 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.

DAT  Service  Review
     The  DAT  (Dial-A-Truck)   Transportation  Terminal  service,   located  in
Beaverton,  Oregon,  is an  information  communication  system for the  trucking
industry.  The service provides load and truck matching  performed on a database
of 50,000 listings updated daily.

                                       11
<PAGE>


     DAT allows  subscribers  to input  listings  into the DTN receiver and send
this  information to a database using the internal modem.  The service  provides
subscribers with the ability to perform  extensive  searches to locate loads and
trucks and to set alarms alerting users of a match.

     The  service  also  provides  regional  radar  maps of major  highways  and
interstate systems,  transportation news, diesel fuel prices and other financial
information related to the trucking industry.

     DAT targets  all  freight  brokers and  carriers  throughout  the U.S.  and
Canada.

DTN Missing Children Information Center Service Review
     DTN  Missing   Children   Information   Center  (MCIC)   provides   instant
transmission of data regarding children in danger to local,  regional,  national
and Canadian outlets.

     In an effort to assist parents,  police and the National Center for Missing
and Exploited  Children  locate  missing  children and the  criminals  involved,
photos and  information  regarding these children are posted as a public service
on all DTN color systems.


                                 EMPLOYEE DATA

     At December 31, 1997 the company had  approximately  900 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.  Approximately 108,000 square feet of office space is leased for these
offices for periods up through May 2005. The Company also occupies approximately
19,000  square feet of office  space  located in  Urbandale,  Iowa,  through the
Broadcast Partners acquisition.

     In addition,  the Company leases three 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.  Approximately  7,000  square  feet,  located in
Urbandale,  Iowa, was added to the Company's  distribution  center by way of the
1996  acquisition.  The leases  related to these  distribution  centers  are for
various periods up through December, 2003.

     The  information  set  forth  in  Footnote  10  "Leases"  on page 48 of the
Company's  1997  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, 1997.

                                       12
<PAGE>


                      EXECUTIVE OFFICERS OF THE REGISTRANT

         Information  on the  current  executive  officers  of the company is as
follows:
<TABLE>
<CAPTION>
                                                                     Year Joined
      Name                             Title                   Age   the Company
-------------------          -------------------------         ---   -----------

<S>                          <C>                                <C>      <C>
Roger R. Brodersen           Chairman of the Board and          52       1984
                              Chief Executive Officer

Greg T. Sloma                President and Chief                46       1993
                               Operating Officer

Robert S. Herman             Senior Vice President              45       1984
                             Research and Technology

Roger W. Wallace             Senior Vice President and          41       1984
                             Co-President, Ag Division

James J. Marquiss            Senior Vice President and          53       1986
                             Co-President, Ag Division

Charles R. Wood              Senior Vice President and          57       1989
                             President, Financial Services

Keith A. Cook                Vice President, Auto Services      59       1986

William R. Davison           Vice President and                 43       1989
                             President, Ag Division

Scott A. Fleck               Vice President and                 30       1991
                             Director of Engineering

H. Wade German               Vice President,                    56       1992
                             Business Research

Brian L. Larson              Vice President, Chief Financial    37       1993
                             Officer, Secretary and Treasurer

Gordon R. Lundy              Vice President and                 59       1990
                             President, Energy Services

James G. Payne               Vice President, Services Support   42       1990
                                and Special Projects
</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.

                                       13
<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
51  and  53  of  the  Company's  1997  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 27% of net income after taxes in the previous four quarters.

ITEM 6.           SELECTED FINANCIAL DATA.

     Selected financial data for the Company is on page 28 of the Company's 1997
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 and results of operations  is on
pages 29 through 35 of the Company's 1997 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 37 through 48 of the Company's 1997 Annual Report
to Stockholders and are incorporated herein by reference.

     Supplementary  quarterly  financial  information  is on page 33 of the Com-
pany's  1997  Annual  Report  to  Stockholders  and is  incorporated  herein  by
reference.

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

     None

                                    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 22,  1998,  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.

                                       14
<PAGE>

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, 1997,  its
executive  officers,  directors  and  holders of more than 10% of the  Company's
common stock  complied with all Section 16(a) filing  requirements,  except that
Mr.  Herman filed one late report  covering one  transaction.  In addition,  Mr.
Brodersen filed a Form 5 reporting  three  transactions  which he  inadvertently
failed to report or incorrectly reported in 1991, 1994 and 1996. In making these
statements,  the Company  has relied  solely upon a review of Forms 3 and 4 fur-
nished 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 7 through 11 of the Proxy
Statement for the Annual Meeting of Stockholders of the Company to be held April
22, 1998, 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 22, 1998, 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 12 of the Proxy  Statement for the Annual  Meeting of
Stockholders of the Company to be held April 23, 1998 and is incorporated herein
by reference.

                                     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 1997 Annual Report
to Stockholders,  pages 27 through 48. 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, 1997, 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, 1997.

                                       15
<PAGE>


(A)  2.   Financial Statement Schedule:                                    Page

          Auditors' Report on Financial Statement Schedule                   23

          Schedule
           Number                 Description of Schedule
          ---------           ----------------------------------
              II               Valuation and Qualifying Accounts             24

     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.

(B)  Reports on Form 8-K:

     1. The  Registrant  filed a report on 8-K dated August 29, 1997 related
to the Shareholder Rights Plan between Registrant and First National Bank of
Omaha, as Rights Agent.

     No  reports  on Form 8-K were  filed by the  Registrant  during  the fourth
quarter of the year ended December 31, 1997.

(C)  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  Regis-
          tration 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.)

                    (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.)

                                       16
<PAGE>

                    (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 27, 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 Indepen-
                             dent  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.
          (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.

                                       17
<PAGE>

                    (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.

                    (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 & 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.

                                       18
<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 Huston.

                    (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.
          (These  documents  are  included as exhibits to the  Registrant's
          Annual Report on Form 10-K as filed March 22, 1997).

                    (ak)     Independent  Sales  Representative  Agreement
                             dated  September  1,  1997,   between   Registrant,
                             Huston, Inc., and Phil Huston.

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

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

                    (an)     Fourth  Amendment to the lease agreement dated
                             May 2, 1995,  between the  Registrant  and LAFP-SF,
                             Inc.,  successors  in  interest  to The  Prudential
                             Insurance Company of America.

                    (ao)     Revolving  Credit   Agreement  dated  June 28,
                             1997, between the Registrant and a group of banks.

                    (ap)     First   Amendment  to  the  Revolving   Credit
                             Agreement   dated  June  28,   1997,   between  the
                             Registrant and a group of banks.

                    (aq)     Second   Amendment  to  the  Revolving  Credit
                             Agreement   dated  June  28,   1997,   between  the
                             Registrant and a group of banks.

                    (ar)     Term  Credit  Agreement  dated  May  3, 1997,
                             between the Registrant and a group of banks.

                    (as)     First  Amendment to the Term Credit  Agreement
                             dated May 3, 1997,  between  the  Registrant  and a
                             group of banks.

                    (at)     Second  Amendment to the Term Credit Agreement
                             dated May 3, 1997,  between  the  Registrant  and a
                             group of banks.

                    (au)     Third  Amendment to the Term Credit  Agreement
                             dated May 3, 1997,  between  the  Registrant  and a
                             group of banks.

                                       19
<PAGE>

                    (av)     Restated Security Agreement dated May 3, 1997,
                             between the Registrant and a group of banks.

                    (aw)     First  Amendment  to  the  Restated   Security
                             Agreement dated May 3, 1997, between the Registrant
                             and a group of banks.

                    (ax)     Second  Amendment  to  the  Restated  Security
                             Agreement dated May 3, 1997, between the Registrant
                             and a group of banks.

                    (ay)     Third  Amendment  to  the  Restated   Security
                             Agreement dated May 3, 1997, between the Registrant
                             and a group of banks.

                    (az)     Second Amendment to  the Senior  Subordinated
                             Notes and Warrant Purchase Agreement 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 27, 1997).

                    (ba)     Fifth Amendment to Employee Stock Option Plan
                             of 1989 (amends Exhibit 10(b).
          (This document is included as an exhibit to the  Registrant's
          Proxy Statement for the Annual Meeting of Stockholders to be held
          on April 23, 1997).

                    (bb)     Purchase and Sale of Assets Agreement dated January
                             2, 1997, between the Registrant,  and Northern Data
                             Communications and Market Quoters, Inc.

                    (bc)     Purchase and Service Agreement dated October 24,
                             1997,  between the Registrant and the Arkansas Farm
                             Bureau.

                    (bd)    Purchase and Restrictive Covenant Agreement dated
                             March 14, 1997,  between the  Registrant and Market
                             Communications Group, LLC.

                    (be)     Asset Purchase Agreement dated July 1, 1997, be-
                             tween  the  Registrant  and  Cotton  Communications
                             Network, Inc.

                    (bf)     Fifth Amendment to the lease agreement dated May 2,
                             1995,  between the  Registrant  and LAFP-SF,  Inc.,
                             successors   in  interest   to  The  Prudential
                             Insurance Company of America.

                    (bg)     Sixth Amendment to the lease agreement dated May 2,
                             1995,  between the  Registrant  and LAFP-SF,  Inc.,
                             successors   in  interest   to  The  Prudential
                             Insurance Company of America.

                    (bh)     Seventh Amendment to the lease agreement dated May
                             2, 1995, between the Registrant and LAFP-SF,  Inc.,
                             successors in interest to The Prudential Insurance
                             Company of America.

                    (bi)     Eighth Amendment to the lease agreement dated
                             May 2, 1995,  between the  Registrant  and LAFP-SF,
                             Inc.,  successors  in  interest  to The  Prudential
                             Insurance Company of America.

                    (bj)     Ninth Amendment to the lease agreement dated May 2,
                             1995,  between the  Registrant  and LAFP-SF,  Inc.,
                             successors   in  interest   to  The  Prudential
                             Insurance Company of America.

                    (bk)     Tenth Amendment to the lease agreement dated May 2,
                             1995,  between the  Registrant  and LAFP-SF,  Inc.,
                             successors in interest to The Prudential  Insurance
                             Company of America.

                    (bl)     1997 Revolving Credit Agreement dated February 26,
                             1997, between the Registrant and a group of banks.

                    (bm)     First Amendment to the 1997 Revolving Credit Agree-
                             ment  dated   February   26,   1997,   between  the
                             Registrant and a group of banks.

                    (bn)     Second Amendment to the 1997 Revolving Credit
                             Agreement  dated  February  26,  1997,  between the
                             Registrant and a group of banks.

                                       20
<PAGE>

                    (bo)     1997 Term Credit Agreement dated February 26, 1997
                             between the Registrant and a group of banks.

                    (bp)     1997 Security Agreement dated February 26, 1997 be-
                             tween the Registrant and a group of banks.

                    (bq)     Sixth  Amendment  to  Non-Employee  Directors
                             Stock Option Plan (amends Exhibit 10(c)).

                    (br)     Seventh Amendment to Non-Employee Directors Stock
                             Option Plan (amends Exhibit 10(c)).

          (12)      Not applicable.
          (13)      Registrant's 1997 Annual Report to Stockholders.
                    (This document is hereby incorporated by reference.)
          (16)      None.
          (18)      None.
          (21)      None.
          (22)      None.
          (23)      Consent of Deloitte & Touche LLP.
          (24)      None.
          (27)      Financial Data Schedule.
          (28)      None.
          (99)      Proxy Statement for the Annual Meeting of Stockholders
                    of the Registrant to be held April 22, 1998.
                    (This document is hereby incorporated by reference.)

                                       21
<PAGE>

                                   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

Dated March 30, 1998.

        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.
<TABLE>
<CAPTION>


<S>                                                               <C>
By:     /s/ Roger R. Brodersen                                    March 30, 1998
        ------------------------------
        Roger R. Brodersen, Chairman of the
        Board, Chief Executive Officer
        and Director


By:     /s/ Greg T. Sloma                                         March 30, 1998
        ------------------------------
        Greg T. Sloma, President and
        Chief Operating Officer
        and Director


By:     /s/ Roger W. Wallace                                      March 30, 1998
        ------------------------------
        Roger W. Wallace, Senior Vice
        President, Co-President-Ag
        Division and Director


By:     /s/ Robert S. Herman                                      March 30, 1998
        ------------------------------
        Robert S. Herman, Senior Vice
        President and Director


By:     /s/ Brian L. Larson                                       March 30, 1998
        ------------------------------
        Brian L. Larson, Vice President,
        Chief Financial Officer,
        Secretary and Treasurer


By:     /s/ David K. Karnes                                       March 30, 1998
        ------------------------------
        David K. Karnes, Director


By:     /s/ J. Michael Parks                                      March 30, 1998
        ------------------------------
        J. Michael Parks, Director


By:     /s/ Jay E. Ricks                                          March 30, 1998
        ------------------------------
        Jay E. Ricks, Director
</TABLE>

                                       22

<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, 1997 and 1996, and for each of the three years in
the period  ended  December  31, 1997 and have issued our report  thereon  dated
February 6, 1998, such financial  statements and report are included in the 1997
Annual Report to  Stockholders  and are  incorporated  herein by reference.  Our
audits also  included  the  financial  statement  schedule of Data  Transmission
Network Corporation, listed in Item 14(a)2. This financial statement schedule is
the responsibility of the Company's management. Our responsibility is to express
an  opinion  based on our  audits.  In our  opinion,  such  financial  statement
schedule, when considered in relation to the basic financial statements taken as
a whole,  presents  fairly in all material  respects the  information  set forth
therein.





DELOITTE & TOUCHE LLP


Omaha, Nebraska
February 6, 1998
                                       23

<PAGE>

                                                                     Schedule II

                      DATA TRANSMISSION NETWORK CORPORATION

                        VALUATION AND QUALIFYING ACCOUNTS

                  YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<TABLE>
<CAPTION>

                                 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>         <C>
Year ended December 31, 1997:    $520,000    $842,000         -        $552,000    $810,000

Year ended December 31, 1996:    $300,000    $672,000         -        $452,000    $520,000

Year ended December 31, 1995:    $220,000    $358,000         -        $278,000    $300,000

</TABLE>
                                       24
<PAGE>

                                                                      Exhibit 23



INDEPENDENT AUDITORS' CONSENT








     We consent to the incorporation by reference in Registration Statements No.
33- 50406 and No. 33-50412 of Data Transmission Network Corporation on Forms S-8
of our reports dated  February 6, 1998,  appearing in and incorporated by refer-
ence in this Annual Report on Form 10-K of Data Transmission Network Corporation
for the year ended December 31, 1997.




DELOITTE & TOUCHE LLP


Omaha, Nebraska
March 27, 1998
                                       25