Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street,  N.W.
Wachington, DC  20549

Re:  Data Transmission Network Corporation

Ladies and Gentlemen:

     Accompanying  this letter are definitive  copies of the proxy statement and
form of proxy for the annual meeting of shareholders of Data Transmisisn Network
Corporation to be held April 24, 1996. This  registrant  intends to release this
material to its shareholders on or about March 15, 1996.

     The $125.00 filing fee payable to the Securities and Exchange Commission is
being submitted to the lockbox  depository as provided in the Commission's  Rule
3a. Please file the proxy  statement  and form of proxy in  accordance  with the
Securities and Exchange Act of 1934.

                                   DATA TRANSMISSION NETWORK CORPORATION

                                   By:

                                        Brian Larson, Secretary





                                      327
<PAGE>

                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                        Securities Exchange Act of 1934

Filed by the Registrant  [ x ]

Filed by a Party other than the Registrant  [   ]

Check the appropriate box:

[   ]   Preliminary Proxy Statement
[ x ]   Definitive Proxy Statement
[   ]   Definitive Additional Materials
[   ]   Soliciting  Material  Pursuant to  ss.240.14a-11(c)  or  ss.240.14a-12
[   ]   Confidential, for Use of the Commission Only (as permitted by Rule
        14a-6(e)(2))

                     DATA TRANSMISSION NETWORK CORPORATION
                (Name of Registrant as Specified in its Charter)
                -----------------------------------------------
                   (Name of Person(s) Filing Proxy Statement
                         if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ x ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
       or Item 22(a)(2) of Schedule 14A.

[   ] $500 per each party to the  controversy  pursuant to Exchange Act Rule
       14a-6(i)(3).

[   ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

        1)     Title of each class of securities to which transaction applies:

               ----------------------------------------------------------------
        2)     Aggregate number of securities to which transaction applies:

               ----------------------------------------------------------------
        3)     Per unit price or other underlying value of transaction  computed
               pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
               the filing fee is calculated and state how it was determined):

               ----------------------------------------------------------------
        4)     Proposed maximum aggregate value of transaction:

               ----------------------------------------------------------------
        5)     Total fee paid:

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

[   ]   Fee paid previously with preliminary materials.

[   ]   Check box if any part of the fee is offset as provided by Exchange Act
        Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
        paid previously.  Identify the previous filing by registration statement
        number, or the Form or Schedule and the date of its filing.
             1)      Amount Previously Paid:
                                            ---------------------------------
             2)      Form, Schedule or Registration Statement No.: 
                                                                   -----------
             3)      Filing Party:
                                   ------------------------------------------
             4)      Date Filed:
                                   ------------------------------------------

                                       328
<PAGE>
                     DATA TRANSMISSION NETWORK CORPORATION
                        9110 West Dodge Road, Suite 200
                             Omaha, Nebraska 68114
                                 (402) 390-2328


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON APRIL 24, 1996



        NOTICE IS HEREBY GIVEN that the Annual Meeting of  Stockholders  of Data
Transmission Network Corporation,  a Delaware corporation (the Company), will be
held at the Holiday Inn - Old Mill, 655 North 108th Avenue,  Omaha,  Nebraska on
Wednesday,  April 24, 1996 at 10:00 A.M. Omaha time for the following  purposes,
as more fully described in the accompanying Proxy Statement:

1.      To elect seven directors to the Board of Directors.

2.   To consider and vote upon a proposal to ratify the  appointment of Deloitte
     & Touche LLP independent auditors for the Company for the 1996 fiscal year.

3.   To transact such other  business as may properly come before the meeting or
     any adjournments thereof.

        Any action  may be taken on any one of the  foregoing  proposals  at the
meeting  on the date  specified  above,  or on any  date or  dates to which  the
meeting may be  adjourned.  The Board of  Directors of the Company has fixed the
close of business on March 1, 1996, as the record date for  determination of the
stockholders of the Company entitled to notice of and to vote at the meeting.

        All stockholders are cordially  invited to attend the meeting in person.
However, to assure your representation at the meeting, please complete, date and
sign the enclosed proxy card and mail it promptly in the self-addressed envelope
provided.  The giving of such proxy does not affect your right to vote in person
in the event you attend the meeting.

                                   BY ORDER OF THE BOARD OF DIRECTORS





Omaha, Nebraska                    Brian L. Larson
March 11, 1996                     Secretary

IMPORTANT:  THE PROMPT  RETURN OF PROXIES  WILL SAVE YOUR COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. AN ADDRESSED  ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES. 

                                       329
<PAGE>
                     DATA TRANSMISSION NETWORK CORPORATION
                                Proxy Statement


                                     Index                                 Page
-------------------------------------------------------------------------------
Proxy Statement ...........................................................    1

Proxies ...................................................................    1

Voting Securities .........................................................    1

Election of Directors .....................................................    2

Ownership By Certain Beneficial Owners and Management .....................    4

Executive Compensation ....................................................    6

Compensaton Committee Report of Executive Compensation ....................   10

Transactions with Management ..............................................   11

Compensation Committee Interlocks and Insider Participation ...............   11

Approval of Appointment of Auditors .......................................   11

Stockholder Proposals for 1997 Annual Meeting .............................   11

Compliance With Section 16(a) of the Exchange Act .........................   11

Other Matters .............................................................   12

Miscellaneous .............................................................   12











                                       330
<PAGE>
                                PROXY STATEMENT

                         ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD APRIL 24, 1996

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

        This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Data Transmission  Network  Corporation,  a
Delaware  corporation  (the  Company),  to be  used  at the  Annual  Meeting  of
Stockholders  (the Meeting) to be held at the Holiday Inn - Old Mill,  655 North
108th Avenue, Omaha, Nebraska on Wednesday,  April 24, 1996, at 10:00 A.M. Omaha
time.  Stockholders  of  record at the  close of  business  on March 1, 1996 are
entitled  to  notice  of and to  vote at the  Meeting.  The  Companys  principal
executive  offices  are  located at 9110 West  Dodge  Road,  Suite  200,  Omaha,
Nebraska 68114.

                                    PROXIES

        Proxies are being  solicited  by the Board of  Directors  of the Company
with  all  costs  of  the  solicitation  to be  paid  by  the  Company.  If  the
accompanying proxy is executed and returned, the shares represented by the proxy
will be voted as specified  therein.  A  stockholder  may revoke any proxy given
pursuant to this  solicitation  by delivering to the Company prior to the Annual
Meeting a written notice of revocation or by attending the Meeting and voting in
person.  This notice of Annual  Meeting of  Stockholders,  proxy  statement  and
accompanying proxy card are first being mailed to stockholders on or about March
15, 1996.

                               VOTING SECURITIES

        At March 1, 1996,  the  Company  had issued  and  outstanding  3,327,530
shares of the Companys  $.001 par value common  stock.  The Company has no other
class of voting securities outstanding.  Each stockholder voting in the election
of  directors  may cumulate  such  stockholders  votes and give one  candidate a
number of votes equal to the number of directors to be elected multiplied by the
number  of  votes  to  which  such  stockholders  shares  are  entitled,  or may
distribute  such votes on the same  principle  among as many  candidates  as the
stockholder chooses,  provided that votes cannot be cast for more than the total
number of directors to be elected at the Meeting.  The seven nominees  receiving
the most votes at the Meeting will be elected as  directors.  Each share has one
vote on all other  matters.  An  affirmative  vote of a  majority  of the shares
present in person or by proxy at the  meeting is  required  for  approval of all
items being submitted to the stockholders for their consideration.

        In accordance with Delaware law, a shareholder  entitled to vote for the
election of  directors  can  withhold  authority to vote for all nominees or for
certain  nominees  for  directors.  Abstentions  from voting on the  proposal to
ratify the  appointment  of auditors are treated as votes against such proposal.
Broker  non-votes  on the  proposal to ratify the  appointment  of auditors  are
treated as shares as to which voting power has been  withheld by the  beneficial
holders of those shares and,  therefore,  as shares not entitled to vote on such
proposal.

                                        1

                                      331
<PAGE>
                             ELECTION OF DIRECTORS

     At the Meeting,  the stockholders will elect a board of seven directors for
a term extending  until the 1997 annual meeting of  stockholders  of the Company
and until their respective  successors have been elected and qualify.  The Board
of Directors has nominated for election or  re-election  as directors:  Roger R.
Brodersen,  Robert S. Herman,  David K. Karnes,  J. Michael Parks, Jay E. Ricks,
Greg T. Sloma and Roger W. Wallace. All of the nominees presently are serving as
directors of the Company. Proxies may be voted for seven directors.

     If any  nominee  is unable to serve,  the shares  represented  by all valid
proxies  will be voted  for the  election  of such  substitute  as the  Board of
Directors  may  recommend  or the Board of  Directors  may amend the By-Laws and
reduce the size of the Board. At this time, the Board knows of no reason why any
nominee might be unavailable to serve.

     Set forth below is certain information as of March 1, 1996, with respect to
the nominees for election as directors of the Company.  The information relating
to their  respective  business  experience  was furnished to the Company by such
persons.

<TABLE>
<CAPTION>
                                   Position and Office                  Director                          
  Nominee              Age           with the Company                     Since
------------------     ---       ------------------------------------   -------- 
<S>                    <C>                                                 <C> 
Roger R. Brodersen     50        Chairman of the Board,                    1984
                                 Chief Executive Officer and Director

Robert S. Herman       43        Senior Vice President and Director        1984

David K. Karnes        47        Director                                  1989

J. Michael Parks       45        Director                                  1990

Jay E. Ricks           63        Director                                  1995

Greg T. Sloma          44        President, Chief Operating Officer,       1993
                                 and Director

Roger W. Wallace       39        Senior Vice President and Director        1984

</TABLE>


     Mr.  Brodersen  has  served as  Chairman  of the Board and Chief  Executive
Officer of the Company  since 1984.  Mr.  Brodersen  served as  President of the
Company from 1984 to 1995.

     Mr.  Herman has served as Senior Vice  President of the Company since 1989.
He served as Vice President of the Company from 1984 to 1989.

     Mr.  Karnes  has served as  President  and Chief  Executive  Officer of The
Fairmont Group,  Inc., a financial  services and consulting firm, since 1989. He
also has served as Chairman of the Federal  Home Loan Bank of Topeka since 1989.
Mr. Karnes served as a United States Senator from 1987 to 1989.

     Mr.  Parks served as President  and Chief  Operating  Officer of First Data
Resources Inc. from November 1993 to December 1994 and President of the Merchant
Services Group of First Data Resources Inc. from December 1991 to November 1993.
He also served as President and Chief Executive Officer of Call Interactive,  an
affiliate of First Data Resources  Inc.,  from 1989 to 1991.  From 1976 to 1989,
Mr.  Parks served as  President  or Senior Vice  President  of various  American
Express Information Services Companies or their subsidiaries.

                                        2

                                       332
<PAGE>
     Mr. Ricks has served as Chairman of Douglas Communications  Corporation, an
operator of cable  television  systems,  since 1990. He was a partner in the law
firm of Hogan & Hartson in Washington,  D.C.,  from 1970 to 1990. Mr. Ricks is a
director of Intelcom Group,  Inc., a competitive access provider and operator of
several satellite teleports, since 1992.

     Mr.  Sloma was elected  President  of the Company in January  1996.  He has
served as Chief  Operating  Officer of the Company since January 1994. Mr. Sloma
served as Executive  Vice President of the Company from January 1994 to December
1995 and as Chief Financial  Officer from April 1993 to December 1993. From 1983
to 1993, Mr. Sloma was a Tax Partner at Deloitte & Touche.

     Mr.  Wallace has served as Senior Vice President of the Company since 1989.
He served as Vice President of the Company from 1984 to 1989.

BOARD MEETINGS AND COMMITTEES

     The Board of  Directors  met three  times  during  the  fiscal  year  ended
December  31,  1995.  During  fiscal  1995,  all  directors  attended all of the
meetings of the Board of Directors and related  committees on which they served.
The Company does not have a Standing Nominating Committee.

     The Audit Committee  recommends the selection of the independent  auditors,
reviews the scope of the audits performed by them and reviews their audit report
and any recommendations made by them relating to internal financial controls and
procedures.  Members of the Audit Committee, which met twice during fiscal 1995,
are David K. Karnes, J. Michael Parks and Jay E. Ricks.

     The Compensation  Committee reviews and makes  recommendations to the Board
of Directors  regarding officers  compensation and the Companys employee benefit
plans;  provided,  however, the Compensation  Committee administers the Companys
Stock Option Plan of 1989 through its Stock Option Plan Subcommittee, consisting
of all members of the Compensation  Committee other than Greg Sloma.  Members of
the  Compensation  Committee,  which met once during  fiscal 1995,  are David K.
Karnes, J. Michael Parks, Jay E. Ricks and Greg T. Sloma.

DIRECTORS COMPENSATION

     During  fiscal 1995,  each member of the Board of Directors  who was not an
employee  of the  Company  received  $700 for each  Board of  Directors  meeting
attended  and $400 for each Board  committee  meeting  attended.  In 1995,  each
director  who was not an  employee  of the Company  received  options  under the
Non-Employee  Directors  Stock  Option  Plan to  purchase  2,500  shares  of the
Companys  common stock.  On January 4, 1995 David K. Karnes and J. Michael Parks
each received  options to purchase  1,000 shares at an exercise  price of $16.50
per share and on April 26, 1995 each received  options to purchase  1,500 shares
at an  exercise  price of $25.50  per  share.  On April 26,  1995,  Jay E. Ricks
received  options to purchase  2,500  shares at an exercise  price of $25.50 per
share.

                                        3

                                       333
<PAGE>
OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The  following  table  sets  forth  information  as  to  the  beneficial
ownership of the Companys  common stock by each person or group who, as of March
1, 1996, to the knowledge of the Company, beneficially owned more than 5% of the
Companys common stock:

<TABLE>
<CAPTION>
  Name and Address of                Amount and Nature       Percent of
   Beneficial Owner                    of Ownership             Class
-------------------------          ------------------       -------------  
<S>                                      <C>                    <C>  
Roger R. Brodersen                       539,128                16.2%
16705 Ontario Plaza
Omaha, NE 68130

Furman Selz Incorporated                 360,170                10.8%
230 Park Avenue
New York, NY 10169

Peter H. Kamin and Peak Investment       231,500                 7.0%
Limited Partnership as a group
One Financial Center, Suite 1600
Boston, MA 02111

Wasatch Advisors, Inc.                   168,270                 5.1%
68 South Main
Salt Lake City, UT 84101
<FN>

(1)  This  includes  13,050  shares  held in a  trust  for  the  benefit  of Mr.
     Brodersens  children,  9,100 shares  beneficially  owned by Mr.  Brodersens
     spouse,   and  5,955  shares  allocated  to  Mr.   Brodersen   through  his
     participation in the Companys 401(k) Savings Plan.

(2)  According  to  a  Schedule  13G  dated   January  16,  1996,   Furman  Selz
     Incorporated has sole voting and sole dispositive power over such shares.

(3)  According to a Schedule  13D,  amended  through  December  30, 1994,  and a
     telephone  conversation by the Secretary of the Company with Peter H. Kamin
     on February 1, 1996,  Peak  Investment  Limited  Partnership  (Peak) is the
     beneficial  owner of 213,500 of these  shares for which it has sole  voting
     and sole dispositive  power.  Peter H. Kamin is the sole general partner of
     Peak with sole voting and sole  dispositive  power over the shares owned by
     Peak and therefore  also may be deemed to be the  beneficial  owner of such
     213,500  shares.  According  to the  Schedule  13D,  as  modified  by  such
     telephone  conversation,  Mr.  Kamin  also is the  beneficial  owner  of an
     additional  18,000 shares for which he has sole voting and sole dispositive
     power.

(4)  According to a Schedule 13G dated February 12, 1996, Wasatch Advisors, Inc.
     has sole voting and sole dispositive power over such shares.
</FN>
</TABLE>

                                        4

                                       334
<PAGE>
     The following table sets forth information as to the shares of common stock
of the Company  beneficially  owned as of March 1, 1996, by each director of the
Company,  by each nominee for election as a director of the Company,  by each of
the executive officers named in the Summary Compensation Table beginning on page
6, and by all directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
                                         Amount
                                       and Nature                 Percent of
  Beneficial Owner                    of Ownership (1)             Class (2)
--------------------                 ------------------          ------------
<S>                                     <C>                          <C>  
Roger R. Brodersen                      539,128 ( 3)                 16.2%

Robert S. Herman                        146,831 ( 4)                  4.4%

David K. Karnes                          18,645 ( 5)                   *

James J. Marquiss                        47,766 ( 6)                  1.4%

J. Michael Parks                         11,333 ( 7)                   *

Jay E. Ricks                              3,500 ( 8)                   *

Greg T. Sloma                            37,482 ( 9)                  1.1%

Roger W. Wallace                         87,768 (10)                  2.6%

All directors and executive officers
as a group (15 persons)                 939,083 (11)                 28.2%

<FN>

     * Less than 1.0%

     ( 1) The  number  of shares in the  table  include  interests  of the named
     persons,  or of members of the directors and executive officers as a group,
     in shares held by the trustee of the  Companys  401(k)  Savings  Plan.  The
     beneficial  owners have sole investment  power over these shares but do not
     have sole voting power.

     ( 2) Shares subject to options  exercisable within 60 days of March 1, 1996
     are deemed to be  outstanding  for the purpose of computing the  percentage
     ownership  of persons  beneficially  owning such  options but have not been
     deemed to be  outstanding  for the  purpose  of  computing  the  percentage
     ownership of any other person.

     ( 3)  Includes  13,050  shares  which are held in trust for Mr.  Brodersens
     children,  9,100 shares  beneficially  owned by Mr. Brodersens  spouse, and
     5,955 shares  allocated to Mr. Brodersen  through his  participation in the
     Companys 401(k) Savings Plan.

     ( 4) Includes 26,515 shares subject to options  exercisable  within 60 days
     of March 1, 1996,  9,600 shares  beneficially  owned by Mr. Hermans spouse,
     and 4,822 shares  allocated to Mr. Herman through his  participation in the
     Companys 401(k) Savings Plan.

     ( 5) Includes 8,833 shares subject to options exercisable within 60 days of
     March 1, 1996

     ( 6) Includes 18,291 shares subject to options  exercisable  within 60 days
     of March 1, 1996 and 4,475  shares  allocated to Mr.  Marquiss  through his
     participation in the Companys 401(k) Savings Plan.

                                        5

                                       335
<PAGE>
     ( 7) Includes 8,333 shares subject to options exercisable within 60 days of
     March 1, 1996.

     ( 8) Includes 2,500 shares subject to options exercisable within 60 days of
     March 1, 1996.

     ( 9) Includes 28,500 shares subject to options  exercisable  within 60 days
     of March 1, 1996, 940 shares  beneficially owned by Mr. Slomas children and
     5,942  shares  allocated  to Mr.  Sloma  through his  participation  in the
     Companys 401(k) Savings Plan.

     (10) Includes 26,517 shares subject to options  exercisable  within 60 days
     of March 1, 1996, 1,500 shares  beneficially  owned by Mr. Wallaces spouse,
     and 4,821 shares allocated to Mr. Wallace through his  participation in the
     Companys 401(k) Savings Plan.

     (11) Includes 159,789 shares subject to options  exercisable within 60 days
     of March 1, 1996, 13,050 shares held in trust for the children of executive
     officers and  directors,  21,140  shares owned  beneficially  by spouses or
     children of executive  officers and directors,  and 31,900 shares allocated
     to executive  officers  through their  participation in the Companys 401(k)
     Savings Plan.
</FN>
</TABLE>

                             EXECUTIVE COMPENSATION

     The  following  table  sets  forth  information  with  respect to the Chief
Executive  Officer  and the four  remaining  most highly  compensated  executive
officers of the Company for the fiscal year ended December 31, 1995.
<TABLE>
<CAPTION>

                                          Summary Compensation Table
----------------------------------------------------------------------------------------------------------------
                                                                              Long Term
                                           Annual Compensation               Compensation
                                        ------------------------             -------------
       (a)                    (b)           (c)          (d)          (e)          (f)               (g)
-------------------------   ------      ---------    ---------    ---------- --------------     ----------------
                                                                   Other       Securities
                                                                   Annual      Underlying 
Name and Principal                                                 Compen-      Options           All Other
    Position                 Year         Salary        Bonus      sation(1)    (shares)        Compensation (2)
-------------------------   ------      ---------    ---------    ---------- --------------     ----------------
<S>                          <C>        <C>          <C>              <C>           <C>              <C>    
Roger R. Brodersen           1995       $ 172,000    $ 147,897        $0            10,000           $ 9,240
Chairman, President          1994         165,000       80,217         0            10,000             9,240
& Chief Executive Officer    1993         157,500       79,497         0             6,000             8,994

Greg T. Sloma                1995         140,000      131,466         0             6,000             9,240
Chief Operating Officer &    1994         135,000       65,712         0             6,000             2,464
Executive Vice President     1993          93,462       35,360         0            30,000                 0

Robert S. Herman             1995         115,000      131,466         0             5,000             9,240
Senior Vice President        1994         110,000       71,304         0             5,000             6,160
                             1993         104,000       70,922         0             4,500             6,165

Roger W. Wallace             1995         115,000      126,227         0             5,000             9,240
Senior Vice President        1994         110,000       70,108         0             5,000             7,204
                             1993         104,000       70,970         0             4,500             6,998

James J. Marquiss            1995         115,000      125,843         0             4,000             9,240
Vice President               1994         110,000       62,540         0             3,000             6,902
                             1993          80,000       87,889         0             3,000             7,027


                                        6

                                       336
<PAGE>

<FN>
 
(1)  Excludes  perquisites  and other  benefits  because the  aggregate  of such
     compensation  was less than  either  $50,000  or 10% of the total of annual
     salary and bonus reported for the named executive officer.

(2)  The amounts included in the All Other Compensation  column represent 401(k)
     matching contributions made by the Company.
</FN>
</TABLE>

 
The  following  table  shows,  as to the Chief  Executive  Officer  and the four
remaining most highly compensated executive officers of the Company, information
about stock option  grants in fiscal 1995.  The Company does not grant any Stock
Appreciation Rights.
<TABLE>
<CAPTION>

                                Option Grants In Last Fiscal Year
-----------------------------------------------------------------------------------------------
                                        Individual Grants
-----------------------------------------------------------------------------------------------

      (a)                   (b)            (c)             (d)            (e)           (f)
-------------------    ------------  --------------    -----------     ----------    ----------

                        Number of
                        Securities     Percent of
                        Underlying   Total Options
                        Options        Granted to        Exercise                    Grant Date
                        Granted       Employees In       Price         Expiration      Present
     Name              (shares) (1)   Fiscal 1995      (Per share)        Date        Value (2)
-------------------    ------------  --------------    -----------     ----------    ----------

<S>                      <C>              <C>            <C>            <C>            <C>    
Roger R. Brodersen       10,000           7.9%           $ 18.15        1-04-00        $66,900

Greg T. Sloma             6,000           4.8%             16.50        1-04-05         40,900

Robert S. Herman          5,000           4.0%             16.50        1-04-05         34,100

Roger W. Wallace          5,000           4.0%             16.50        1-04-05         34,100

James J. Marquiss         4,000           3.2%             16.50        1-04-05         27,300


<FN>
(1) The options  listed above were granted on January 4, 1995 under the Companys
Stock Option Plan of 1989.

(2) As permitted by the Securities and Exchange  Commissions rules on disclosure
of  executive  compensation,  the Company has elected to use a valuation  method
other  than the value at 5% and 10%  annual  appreciation  or the  Black-Scholes
valuation  method.  The  Company  has on its  staff Dr.  H.  Wade  German,  Vice
President of Business Research, an experienced business economist with more than
25 years experience  building  industry price indexes and short term forecasting
models.  Dr. German holds the BA, MA and CAS Degrees in Economics and a Ph.D. in
Sociology.
</FN>
</TABLE>

Dr. German has constructed a stock option valuation method  (DTN-SOVM) which the
Company believes provides a more realistic  measure of stock option values.  The
DTN-SOVM is determined as follows:

          Using the well-known  Census Bureau Seasonal  Adjustment  Program,  an
          autoregressive integrated moving average technique (referred to as the
          X-11 program), the Company has:

                                        7

                                      337
<PAGE>

          Isolated  the long  term  trend  and the  intermediate  term  cyclical
          effects  impacting the Companys stock price. This is done on a monthly
          average basis.

          Isolated the  seasonality  and the irregular  component of the monthly
          average  stock  price  over the  calendar  years  1991  through  1995,
          inclusive .

          Quantified on a monthly  basis the four major  components of its stock
          price  movement.   These  components  are  (1)  long  term  trend  (2)
          intermediate term cyclical component (3) short term seasonal component
          and (4) the  irregular  or  exogenous  element of the monthly  average
          stock price.

     Since the Companys  stock  options  will only have a positive  value if the
     long term  outlook for the stock is  positive,  it is necessary to estimate
     the long term underlying  value of the stock,  after removing any irregular
     effects from the data. The DTN-SOVM accomplishes this by:

          Regressing the trend-cycle  component of the Companys  monthly average
          stock price on alternative time trends, over alternative time periods,
          to determine  which  provides  the most  realistic  assessment  of the
          future   trend-cycle   estimate  of  the  Companys  stock.  Since  the
          trend-cycle  data from the X-11  program is  monthly,  the  regression
          analysis of the  Companys  trend-cycle  on the time trend  provides an
          equation  that  enables  the Company to  estimate  future  trend-cycle
          values  on a monthly  basis.  This is  conducted  over a ten year time
          period; from January, 1996 through December, 2005.

          Once  the  appropriate  future  values  of  the  Companys  trend-cycle
          estimates are constructed, the next steps are to:

               Determine  the  weighted   average   exercise  time  period  from
               historical  data with respect to the Companys  stock options over
               the seven year time period from  January 1, 1989 to December  31,
               1995.

               Assuming the historical  experience regarding the exercise of the
               Companys  stock  options  will be  repeated  in the  future,  the
               DTN-SOVM determines the estimated trend- cycle value.

               Subtract  the exercise  price of the option from the  trend-cycle
               value of such option,  and then discount to present value using a
               discount  rate equal to the annual yield on a U.S.  Treasury Note
               having a maturity date closest to the end of the exercise  period
               of such option.

                                        8

                                       338
<PAGE>
     The following table provides information on option exercises in fiscal 1995
and the  value of  unexercised  options  at  December  31,  1995  for the  Chief
Executive  Officer  and the four  remaining  most highly  compensated  executive
officers.
<TABLE>
<CAPTION>

                          Aggregated Option Exercises In Last Fiscal Year
                                 and Fiscal Year End Option Values
----------------------------------------------------------------------------------------------------
                                                 Number of Securities
                                                Underlying Unexercised      Value of Unexercised
                       Shares                      Options at Fiscal        In-the-Money Options
                      Acquired                     Year End (shares)        At Fiscal Year End(1)
                         On       Value      --------------------------  ---------------------------
     Name             Exercise   Realized    Exercisable  Unexercisable  Exercisable   Unexercisable
-------------------   --------  ---------    -----------  -------------  -----------   -------------
<S>                     <C>     <C>             <C>           <C>         <C>            <C>       
Roger R. Brodersen      2,769   $ 31,428        20,666        18,667      $ 668,400      $  498,700

Greg T. Sloma            --            0        17,000        25,000        569,000         805,000

Robert S. Herman         --            0        21,683         9,833        748,500         285,100

Roger W. Wallace         --            0        21,683         9,833        748,500         285,100

James J. Marquiss        --            0        14,958         7,000        517,100         206,500

<FN>
(1)  The closing bid price of the  Companys  common stock as quoted by NASDAQ on
     December 31, 1995 was $48.50.  The values shown are computed based upon the
     difference  between  this price and the  exercise  price of the  underlying
     options.
</FN>
</TABLE>

PERFORMANCE GRAPH

     The following  performance  graph compares the  performance of the Companys
common stock to the Center for Research in Securities Prices (CRSP) Total Return
Index for the NASDAQ Stock Market (U.S.  Companies) and to the CRSP Total Return
Industry Index for NASDAQ Telecommunications  Stocks. The graph assumes that the
value of the investment in the Companys  Common Stock and each index was $100 at
December 31, 1990.

<TABLE>
<CAPTION>
                       Performance Graph in Tabular Form


                   Comparison of Five Year Cumulative Return
                   -----------------------------------------

                               1990     1991     1992     1993     1994     1995
                               ----     ----     ----     ----     ----     ----
<S>                            <C>      <C>      <C>      <C>      <C>      <C> 
DTN Common Stock               100      100      118      218      142      410 

NASDAQ Total Return Index      100      161      187      215      210      296

NASDAQ Telecommunication
Industry Index                 100      138      169      261      216      260

</TABLE>

                                        9

                                       339


<PAGE>

                         COMPENSATION COMMITTEE REPORT
                           ON EXECUTIVE COMPENSATION

COMPENSATION PHILOSOPHY

     The Company strives to apply a consistent  philosophy on  compensation  for
all  employees,  including  senior  management.  The  goals of the  compensation
program are to directly link compensation  with corporate  profitability and the
enhancement  of the  underlying  value of the Companys  business.  The following
objectives are used by the Company and the Compensation  Committee as guidelines
for compensation decisions:

     Provide a competitive total compensation package that allows the Company to
     attract and retain the best people possible.

     The  Company  pays for  performance.  Employees  are  rewarded  based  upon
     corporate   performance,   business   unit   performance   and   individual
     performance.

     Provide variable compensation programs that are linked with the performance
     of the Company and that align executive  compensation with the interests of
     shareholders.

COMPENSATION PROGRAM COMPONENTS

     The Committee annually reviews the Companys  compensation program to ensure
that pay levels and  incentive  opportunities  are  competitive  and reflect the
performance  of the Company.  The  components  of the  compensation  program for
executive  officers,  which are comparable to those used for all employees,  are
outlined below.

     Base  Salary - Base pay  levels are  determined  by  reviewing  competitive
positions in the market,  including  comparisons with companies of similar size,
complexity and growth rates. Modest increases in base salary were recommended by
senior  management for fiscal 1995 for the Chief Executive Officer and the other
executive  officers named in the Summary  Compensation  Table, and the Committee
acted in accordance with this recommendation.

     Annual  Incentive  Compensation  -  The  large  majority  of  the  Companys
employees,  including the  executive  officers,  participate  in an annual bonus
plan.  For fiscal 1995, the bonus pool amounted to eight percent of the Companys
income before income taxes and depreciation and amortization  expenses. The five
executive   officers   named  in  the  Summary   Compensation   Table   received
approximately forty percent of this bonus pool.

     Stock Option  Program - The purpose of this program,  which is available to
the  large  majority  of  employees,  is to  provide  additional  incentives  to
employees to work to maximize long-term  shareholder value. It also uses vesting
periods to encourage key employees to continue in the employ of the Company. The
number of stock options  granted to executive  officers is based on  competitive
practices.

                             COMPENSATION COMMITTEE
                           OF THE BOARD OF DIRECTORS
                                David K. Karnes
                                J. Michael Parks
                                  Jay E. Ricks
                                 Greg T. Sloma

                                       10

                                       340
<PAGE>
                          TRANSACTIONS WITH MANAGEMENT

     No reportable  transactions occurred during fiscal 1995 between the Company
and its officers and directors.


          COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The  following  directors  served  on  the  Compensation  Committee  of the
Companys Board of Directors: David K. Karnes, J. Michael Parks, Jay E. Ricks and
Greg T. Sloma. Mr. Sloma,  because he is an officer and employee of the Company,
abstains  from all votes  dealing  with  officer  compensation.  Also,  only Mr.
Karnes,  Mr.  Parks  and  Mr.  Ricks  are  members  of  the  Stock  Option  Plan
Subcommittee of the Compensation  Committee which administers the Companys Stock
Option Plan of 1989.


APPROVAL OF APPOINTMENT OF AUDITORS

     The Board of Directors has, upon the recommendation of the Audit Committee,
appointed  the firm of  Deloitte  & Touche LLP to audit the  Companys  financial
statements for the fiscal year ending December 31, 1996, subject to ratification
by the stockholders of the Company. Deloitte & Touche LLP served as the Companys
auditors for the 1995 fiscal year.

     Ratification of the appointment of the  independent  auditors  requires the
affirmative vote of a majority of the shares of Common Stock present,  in person
or by proxy, and voting at the Meeting.  If the  stockholders  should not ratify
the appointment of Deloitte & Touche LLP, the Board of Directors will reconsider
the appointment.

     A representative  of Deloitte & Touche LLP is expected to be present at the
Meeting,  will have an opportunity  to make a statement if desired,  and will be
available to respond to appropriate stockholder questions.

     The  Board  of  Directors  recommends  a  vote  FOR  the  approval  of  the
appointment of Deloitte & Touche LLP as independent auditors for the Company.


                 STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING

     Proposals of stockholders  for which  consideration  is desired at the 1997
Annual  Meeting of  Stockholders  must be  received by the Company no later than
December 31, 1996, in order to be considered for inclusion in the Companys proxy
statement and form of proxy relating to such meeting.  Any such proposals  shall
be subject to the  requirements  of the proxy rules adopted under the Securities
Exchange Act of 1934, as amended.


               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 Companys  directors,  executive officers and holders
of more than 10% of the Companys  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
executive  officers,  directors  and  holders  of more than 10% of the  Companys
common  stock  complied  with all Section  16(a) filing  requirements,  with the
following  exception.  Jay E. Ricks,  a director of the Company,  filed late his
initial  report on Form 3 due upon his  becoming 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.

                                       11

                                       341
<PAGE>
                                 OTHER MATTERS

     The Board of  Directors  is not aware of any  business  to come  before the
Meeting  other  than  those  matters  described  above in the  Proxy  Statement.
However,  if any other  matters  should  properly  come before the meeting,  the
persons  named  in the  accompanying  form  of  proxy  will  have  discretionary
authority  to vote all proxies  with respect  thereto in  accordance  with their
judgement.


                                 MISCELLANEOUS

     The cost of  solicitation  of  proxies  will be borne by the  Company.  The
Company will,  upon request,  reimburse  brokerage  firms and other  custodians,
nominees and  fiduciaries  for reasonable  expenses  incurred by them in sending
proxy  material  to the  beneficial  owners  of Common  Stock.  In  addition  to
solicitations by mail, directors, officers, and regular employees of the Company
may solicit proxies  personally or by telegram or telephone  without  additional
compensation.  The  Company  has  retained  First  National  Bank of Omaha,  the
Companys stock transfer agent, to assist in the distribution and solicitation of
proxies  at a cost of  approximately  $2,500,  including  the  reimbursement  of
certain expenses.

     The Companys Annual Report to Stockholders, including financial statements,
has been  mailed to all  stockholders  of record as of the close of  business on
March 1, 1996. Any stockholder who has not received a copy of such Annual Report
may  obtain a copy by  writing  the  Company.  Such  Annual  Report is not to be
treated  as a part  of this  proxy  solicitation  material  nor as  having  been
incorporated herein by reference.

     Notwithstanding  anything to the  contrary set forth in any of the Companys
previous  filings under the Securities Act of 1933, as amended,  or the Exchange
Act that might incorporate  future filings,  including this Proxy Statement,  in
whole  or in  part,  the  Compensation  Committee  Report  on  page  10 and  the
Performance Graph on page 9 shall not be incorporated by reference into any such
filings.


                                        THE BOARD OF DIRECTORS

Omaha, Nebraska
March 11, 1996



A COPY OF THE FORM 10-K AS FILED WITH THE  SECURITIES  AND EXCHANGE  COMMISSION,
EXCLUDING  EXHIBITS,  WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE
RECORD DATE UPON WRITTEN  REQUEST TO THE SECRETARY,  DATA  TRANSMISSION  NETWORK
CORPORATION, 9110 WEST DODGE ROAD, SUITE 200, OMAHA, NEBRASKA 68114.

                                       12

                                       342
<PAGE>








                            INTENTIONALLY LEFT BLANK


 





                                       343
<PAGE>






                     DATA TRANSMISSION NETWORK CORPORATION
                        9110 West Dodge Road, Suite 200
                                Omaha, NE 68114





                                       344
<PAGE>

                  DATA TRANSMISSION NETWORK CORPORATION PROXY
            Annual Meeting of Stockholders To Be Held April 24, 1996

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


The  undersigned  hereby  appoints  Roger R.  Brodersen and Brian L. Larson,  or
either of them, as proxies of the  undersigned,  with full power of substitution
to either of them, and hereby  authorizes  them to vote as designated  below all
shares of common stock of Data Transmission  Network  Corporation held of record
by the  undersigned on March 1, 1996 at the Annual Meeting of Stockholders to be
held on April 24,  1996 and at any  adjournments  thereof  (a) on the  following
matters and (b) on any other  matters that  properly may come before the meeting
or any adjournments thereof:


1.  ELECTION OF DIRECTORS 

          FOR all nominees listed below (except as marked)                     
    -----                        

          WITHHOLD AUTHORITY to vote for all nominees listed below
    -----    


(INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), draw
a line through the nominee's name below.)

    Roger R. Brodersen   Robert S. Herman     David K. Karnes   J. Michael Parks
    Jay E. Ricks         Greg T. Sloma        Roger W. Wallace


2.   RATIFICATION  OF  APPOINTMENT  OF  DELOITTE  &  TOUCHE  LLP as  independent
     auditors of the Corporation for fiscal year ending December 31, 1996

                AGAINST                                 ABSTAIN
          ----                                     ----

This proxy will be voted as specified.  IF NO SPECIFICATION IS GIVEN, THIS PROXY
WILL BE  VOTED  FOR THE  PROPOSALS  SET  FORTH  ABOVE.  The  undersigned  hereby
acknowledges  receipt of the Notice of Annual  Meeting of  Stockholders  of Data
Transmission  Network  Corporation  to be held on April  24,  1996 and the Proxy
Statement for such meeting.

Dated                             , 1996
      ---------------------------          -----------------------------------
 

                                           -----------------------------------
                                                  (Signature of Stockholder)

Note:  Please sign exactly as name appears on stock certificate (as Indicated on
reverse  side).   All  joint  owners  should  sign.  When  signing  as  personal
representative,  executor, administrator,  attorney, trustee or guardian, please
give full title as such. If a corporation,  please sign in full corporation name
by  president  or other  authorized  person.  If a  partnership,  please sign in
partnership name by a partner.





                                       345
<PAGE>