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

Filed by the Registrant  [ x ]

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):

[   ]  $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 computer
          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:
                          ------------------------------------------------

                                       2

                                    - 319 -

<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 22, 1998



         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 Best  Western  Regency  West,  909  South  107th  Avenue,  Omaha,
Nebraska on Wednesday, April 22, 1998 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 1998 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 2, 1998, 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



                                                      /s/ Brian L. Larson
                                                      --------------------------
Omaha, Nebraska                                       Brian L. Larson
March 9, 1998                                         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.

                                       3

                                     - 320 -
<PAGE>

                      DATA TRANSMISSION NETWORK CORPORATION

                                 Proxy Statement

<TABLE>
<CAPTION>

                                                                    Index
--------------------------------------------------------------------------------
                                                                            Page

<S>                                                                          <C>
Proxy Statement............................................................... 1

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

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

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

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

Executive Compensation........................................................ 7

Compensation Committee Report on Executive Compensation...................... 10

Approval of Appointment of Auditors.......................................... 12

Transactions With Management................................................. 12

Compensation Committee Interlocks and Insider Participation.................. 12

Stockholder Proposals for 1999 Annual Meeting................................ 12

Section 16(a) Beneficial Ownership Reporting Compliance...................... 12

Other Matters................................................................ 13

Miscellaneous................................................................ 13

</TABLE>
                                       4

                                     - 321 -
<PAGE>


                                 PROXY STATEMENT

                         ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD APRIL 22, 1998
--------------------------------------------------------------------------------

         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 Best Western  Regency West, 909
South 107th Avenue, Omaha, Nebraska on Wednesday,  April 22, 1998, at 10:00 A.M.
Omaha time. Stockholders of record at the close of business on March 2, 1998 are
entitled  to  notice  of and to vote at the  Meeting.  The  Company's  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 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 16, 1998.

                                VOTING SECURITIES

         At March 2, 1998,  the  Company had issued and  outstanding  11,200,549
shares of the Company's  $.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  stockholder's  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  stockholder's  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 and  entitled  to vote at the  Meeting is required
for approval of all other matters 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 the
proposal.


                                        1


                                     - 322 -
<PAGE>


                                 PROPOSAL NO. 1

                              ELECTION OF DIRECTORS

         At the Meeting,  the stockholders will elect a board of seven directors
for a term  extending  until the 1999  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,  Scott A. Fleck,  David K. Karnes, J. Michael Parks, Jay E. Ricks,
Greg T. Sloma and Roger W. Wallace. All of the nominees,  except Scott A. Fleck,
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 2,  1998,  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>

Nominee             Age   Positions and Offices with the Company  Director Since
------------------  ---   --------------------------------------  --------------
<S>                  <C>  <C>                                          <C>
Roger R. Brodersen   52   Chairman of the Board, Chief                 1984
                          Executive Officer and Director
Scott A. Fleck       30   Vice President and Nominee                      -
David K. Karnes      49   Director                                     1989
J. Michael Parks     47   Director                                     1990
Jay E. Ricks         65   Director                                     1995
Greg T. Sloma        46   President, Chief Operating                   1993
                          Officer and Director
Roger W. Wallace     41   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. Fleck has served as Vice  President of the Company  since 1997.  He
has served as  Director of  Engineering  of the  Company  since  1996.  Prior to
becoming  Director of  Engineering,  Mr.  Fleck held the position of Director of
Software and Hardware Development since joining the Company in 1991.

         Mr. Karnes has served as President and Chief  Executive  Officer of The
Fairmont Group,  Inc., a financial  services and consulting firm, since 1989. He
is  currently a Director  of the Federal  Home Loan Bank of Topeka and served as
its  Chairman  from 1989 to 1996.  Mr.  Karnes  also  served as a United  States
Senator from 1987 to 1989.

         Mr.  Parks has  served as  President  and Chief  Executive  Officer  of
Alliance Data Systems,  a provider of data processing  services,  since 1997. He
served as President and Chief  Operating  Officer of First Data  Resources  Inc.
from 1993 to 1994 and  President  of the Merchant  Services  Group of First Data
Resources  Inc.  from  1991 to 1993.  He also  served  as  President  and  Chief
Executive Officer of Call Interactive, an


                                        2

                                     - 323 -
<PAGE>

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.

         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 Amtera Technologies, Inc., a communications software company.

         Mr. Sloma has served as President of the Company since 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. Sloma
has served as a Director of West TeleServices Corporation since 1997.

         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 four times  during  the fiscal  year ended
December  31,  1997.  During  fiscal  1997,  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 1997, 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 Company's employee
benefit plans;  provided,  however, the Compensation  Committee  administers the
Company's Stock Option Plan of 1989 through its Stock Option Plan  Subcommittee,
consisting  of all  members  of the  Compensation  Committee  other than Greg T.
Sloma.  Members of the  Compensation  Committee,  which met twice during  fiscal
1997, are David K. Karnes, J. Michael Parks, Jay E. Ricks and Greg T. Sloma.

Directors Compensation
----------------------

         During  fiscal 1997,  each member of the Board of Directors who was not
an employee of the Company  received $1,500 for each Board of Directors  meeting
attended,  $600 for each Audit Committee  meeting  attended,  $600 for the first
Compensation  Committee meeting attended and $1,500 for the second  Compensation
Committee meeting attended.  Non-employee members of the Board of Directors also
receive awards under the Company's Non-Employee Directors Stock Option Plan (the
"Non-Employee  Directors  Plan").  Stock option  grants  under the  Non-Employee
Directors  Plan are  automatic  and occur each time a  non-employee  director is
elected,  re-elected or appointed a director of the Company.  In 1997,  David K.
Karnes,  J. Michael  Parks and Jay E. Ricks each  received an option to purchase
4,500 shares of the  Company's  common stock at an exercise  price of $24.00 per
share. The Non-Employee  Directors Plan has been amended for fiscal year 1998 to
reduce  from  4,500 to 3,500 the number of shares  for which  options  are to be
awarded to each  non-employee  director.  The exercise price of options  granted
under the  Non-Employee  Directors  Plan is the fair market  value of the common
stock on the date of the option grant.


                                        3

                                     - 324 -
<PAGE>

              OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth  information  as to  the  beneficial
ownership of the Company's common stock by each person or group who, as of March
2, 1998, to the knowledge of the Company, beneficially owned more than 5% of the
Company's common stock:

<TABLE>
<CAPTION>

    Name and Address of               Amount and Nature               Percent of
     Beneficial Owner                   of Ownership                     Class
-------------------------------       -----------------               ----------

<S>                                     <C>                               <C>
Roger R. Brodersen                      1,634,744 (1)                     14.6%
16705 Ontario Plaza
Omaha, NE  68130

Wanger Asset Management, L.P.,          1,533,800 (2)                     13.7%
  Wanger Asset Management Ltd.,
  and Ralph Wanger
227 West Monroe, Suite 3000
Chicago, IL 60606

Furman Selz Incorporated                1,124,300 (3)                     10.0%
230 Park Avenue
New York, NY  10169

Acorn Investment Trust,                   819,000 (4)                      7.3%
  Series Designated Acorn Fund
227 West Monroe Street, Suite 3000
Chicago, IL 60606

Peter H. Kamin and Peak Investment        591,600 (5)                      5.3%
  Limited Partnership as a group
One Financial Center, Suite 1600
Boston, MA  02111
-------------------------------
<FN>

(1)      This includes 163,334 shares subject to options  exercisable  within 60
         days of March 2, 1998, 39,150 shares held in a trust for the benefit of
         Mr.  Brodersen's  children,  36,999  shares  beneficially  owned by Mr.
         Brodersen's  spouse,  and  19,391  shares  allocated  to Mr.  Brodersen
         through his participation in the Company's 401(k) Savings Plan.

(2)      According  to a  Schedule  13G dated  February  5, 1998,  Wanger  Asset
         Management,  L.P.,  Wanger Asset Management Ltd., and Ralph Wanger have
         shared  voting and shared  dispositive  power  over such  shares.  Such
         shares include  819,000 shares also shown in this table as beneficially
         owned by Acorn Investment  Trust,  Series Designated Acorn Fund. Wanger
         Asset  Management,  L.P.  serves as  investment  adviser to such trust.
         Wanger  Asset  Management  Ltd. is the general  partner of Wanger Asset
         Management,  L.P.  Ralph Wanger is the principal  stockholder of Wanger
         Asset Management Ltd.

(3)      According  to a Schedule  13G dated  February  11,  1998,  Furman  Selz
         Incorporated  has sole  voting  and sole  dispositive  power  over such
         shares.

</FN>
</TABLE>
                                        4

                                     - 325 -
<PAGE>

4)       According to a Schedule 13G dated  February 5, 1998,  Acorn  Investment
         Trust has shared voting and shared  dispositive power over such shares.
         Such  shares  also are  shown in this  table as  beneficially  owned by
         Wanger Asset Management,  L.P. which is the investment advisor of Acorn
         Fund.

(5)      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  10,  1998,  Peak  Investment  Limited  Partnership
         ("Peak") is the  beneficial  owner of 591,600 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 591,600 shares.

         The following  table sets forth  information as to the shares of common
stock of the Company beneficially owned as of March 2, 1998, 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 7, 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                    1,634,744  ( 3)                      14.6%

Scott A. Fleck                            3,022  ( 4)                        *

Robert S. Herman                        327,168  ( 5)                       2.9%

David K. Karnes                          63,435  ( 6)                        *

James J. Marquiss                       146,390  ( 7)                       1.3%

J. Michael Parks                         46,499  ( 8)                        *

Jay E. Ricks                             18,000  ( 9)                        *

Greg T. Sloma                            166,570 (10)                       1.5%

Roger W. Wallace                         283,922 (11)                       2.5%

All directors and executive officers
as a group (16 persons)                2,893,154 (12)                      25.8%
------------------------------------
<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 Company's  401(k)  Savings
         Plan.  The  beneficial  owners  have sole  investment  power over these
         shares but do not have sole voting power.


                                        5

                                     - 326 -
<PAGE>

 2)      Shares subject to options  exercisable  within 60 days of March 2, 1998
         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 163,334 shares subject to options exercisable within 60 days
         of  March 2,  1998,  39,150  shares  which  are  held in trust  for Mr.
         Brodersen's   children,   36,999  shares   beneficially  owned  by  Mr.
         Brodersen's  spouse,  and  19,391  shares  allocated  to Mr.  Brodersen
         through his participation in the Company's 401(k) Savings Plan.

(4)      Includes 1,234 shares subject to options  exercisable within 60 days
         of March 2, 1998 and 1,788 shares  allocated  to Mr. Fleck  through his
         participation in the Company's 401(k) Savings Plan.

(        5) Includes  101,415  shares subject to options  exercisable  within 60
         days of March 2, 1998 and 16,071 shares allocated to Mr. Herman through
         his participation in the Company's 401(k) Savings Plan.

( 6)     Includes 33,999 shares subject to options exercisable within 60 days of
         March 2, 1998.

( 7)     Includes 71,374 shares subject to options exercisable within 60 days of
         March 2, 1998 and 15,016 shares  allocated to Mr. Marquiss  through his
         participation in the Company's 401(k) Savings Plan.

( 8)     Includes 32,499 shares subject to options exercisable within 60 days of
         March 2, 1998.

( 9)     Includes 15,000 shares subject to options exercisable within 60 days of
         March 2, 1998.

(10)     Includes 135,334 shares subject to options  exercisable  within 60 days
         of  March 2,  1998,  4,212  shares  beneficially  owned by Mr.  Sloma's
         children  and  22,874  shares   allocated  to  Mr.  Sloma  through  his
         participation in the Company's 401(k) Savings Plan.

(11)     Includes 101,415 shares subject to options  exercisable  within 60 days
         of March 2, 1998,  4,500  shares  beneficially  owned by Mr.  Wallace's
         spouse,  and  16,157  shares  allocated  to  Mr.  Wallace  through  his
         participation in the Company's 401(k) Savings Plan.

(12)     Includes 802,928 shares subject to options  exercisable  within 60 days
         of March 2,  1998,  39,150  shares  held in trust for the  children  of
         executive  officers and directors,  45,711 shares owned beneficially by
         spouses or children of executive  officers and  directors,  and 110,102
         shares allocated to executive  officers through their  participation in
         the Company's 401(k) Savings Plan.

</FN>
</TABLE>
                                        6


                                     - 327 -
<PAGE>

                             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, 1997.
<TABLE>
<CAPTION>

                           Summary Compensation Table
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                           Long Term
                                                                 Annual Compensation                      Compensation
                                                        --------------------------------------            ------------
                  (a)                        (b)           (c)            (d)           (e)                   (f)             (g)
                 -----                      ----        --------       ---------     ---------            ------------     ---------
                                                                                      Other                Securities
                                                                                      Annual               Underlying      All Other
           Name and Principal                                                         Compen-               Options         Compen-
                Position                    Year         Salary          Bonus       sation(1)              (shares)       sation(2)
               ----------                   ----        --------       ---------     ---------            ------------     ---------
<S>                                         <C>         <C>            <C>             <C>                <C>                <C>
Roger R. Brodersen Chairman &               1997        $195,744       $ 137,304       $  0                10,000            $ 6,400
Chief Executive Officer                     1996         179,172         112,178          0               240,000(3)           9,500
                                            1995         172,000         147,897          0                30,000              9,240
Greg T. Sloma                               1997         172,593         121,312          0                10,000              6,400
President & Chief Operating                 1996         145,996         147,707          0                16,500              9,500
Officer                                     1995         140,000         131,466          0                18,000              9,240
Robert S. Herman                            1997         143,628         109,112          0                 5,600              6,400
Senior Vice President                       1996         120,865          97,707          0                 7,500              8,743
                                            1995         115,000         131,466          0                15,000              9,240
Roger W. Wallace                            1997         143,628         123,498          0                 5,600              6,400
Senior Vice President                       1996         120,858         108,390          0                 7,500              9,170
                                            1995         115,000         126,227          0                15,000              9,240
James J. Marquiss                           1997         135,936         125,401          0                 4,500              6,400
Senior Vice President                       1996         120,858         108,390          0                 6,000              9,170
                                            1995         115,000         125,843          0                12,000              9,240

<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.

(3)      This amount  includes  225,000 shares  underlying a replacement  option
         issued to Mr.  Brodersen  during 1996 in exchange for the  surrender of
         outstanding,  unexpired and unexercised options to acquire an aggregate
         of  117,999  shares  previously  awarded  to Mr.  Brodersen  under  the
         Company's   Employee  Stock  Option  Plan.  The   surrendered   options
         exercisable  for 117,999  shares were  considered  for tax  purposes as
         incentive stock options,  whereas,  the replacement  option for 225,000
         shares is considered for tax purposes as a non-qualified  stock option.
         The  weighted  average  exercise  price  per  share of the  surrendered
         options was $6.28,  while the exercise price of the replacement  option
         was the fair  market  value of the  common  stock on January 5, 1996 or
         $15.50 per share.

</FN>
</TABLE>
                                        7


                                     - 328 -
<PAGE>

         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 1997.
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
                         Underlying      Percent of Total
                          Options        Options Granted                                          Grant Date
                          Granted        to Employees In      Exercise Price      Expiration       Present
     Name               (shares) (1)       Fiscal 1997          (Per share)           Date        Value (2)
------------------      ------------     ----------------     --------------      ----------      ----------
<S>                        <C>                 <C>                <C>              <C>  <C>        <C>
Roger R. Brodersen         10,000              5.2%               $ 21.38          1-02-07         $114,400
Greg T. Sloma              10,000              5.2%                 21.38          1-02-07          114,400
Robert S. Herman            5,600              2.9%                 21.38          1-02-07           64,100
Roger W. Wallace            5,600              2.9%                 21.38          1-02-07           64,100
James J. Marquiss           4,500              2.3%                 21.38          1-02-07           51,500

<FN>

(1)      Except  as  indicated  in the  footnotes  to this  table,  the  options
         referred  to in this  table  were  granted  by the  Stock  Option  Plan
         Committee on January 2, 1997 under the Company's  Employee Stock Option
         Plan.

(2)      As  suggested  by the  Securities  &  Exchange  Commission's  rules  on
         executive  compensation,  the Company used the  Black-Scholes  model of
         option  valuation to determine  grant date present  value.  The Company
         does not necessarily  agree that the  Black-Scholes  model can properly
         determine  the  value  of an  option.  The  actual  value,  if any,  an
         executive may realize will depend on the excess of the stock price over
         the exercise  price on the date the option is exercised,  so that there
         is no assurance  that the value  realized  will be at or near the value
         estimated by the Black-Scholes model.

</FN>
</TABLE>
                                        8


                                     - 329 -
<PAGE>


         The following table provides  information on option exercises in fiscal
1997 and the value of  unexercised  options at  December  31, 1997 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 Value
-----------------------------------------------------------------------------------------------------------------------------------
                                                                 Number of Securities
                            Shares                               Underlying Unexercised                   Value of Unexercised
                           Acquired                                Options at Fiscal                      In-the-Money Options
                              On             Value                 Year End (shares)                      At Fiscal Year End(1)
                                                               -----------   -------------            -----------    --------------
     Name                  Exercise         Realized           Exercisable   Unexercisable            Exercisable    Unexercisable
------------------         --------         --------           -----------   -------------            -----------    --------------
<S>                          <C>            <C>                 <C>              <C>                  <C>               <C>
Roger R. Brodersen             -            $     0              80,000          170,000              $   960,000       $ 1,981,200
Greg T. Sloma                2,500           54,375             123,000           27,000                2,665,200           298,600
Robert S. Herman               -                  0              92,048           15,600                2,025,100           204,300
Roger W. Wallace               -                  0              92,048           15,600                2,025,100           204,300
James J. Marquiss              -                  0              63,874           12,500                1,406,200           163,500

<FN>

(1)      The closing  "bid"  price of the  Company's  common  stock as quoted by
         NASDAQ on December  31, 1997 was $27.50.  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
Company's  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 Company's  Common Stock and each
index was $100 at December 31, 1992.

GRAPH IN TABULAR FORM:

<TABLE>
<CAPTION>
                                                                    Nasdaq
                                      Nasdaq Total            Telecommunications
Year                  DTN             Return Index               Industry Index
----                  ---             ------------            ------------------
<S>                   <C>                 <C>                         <C>

1992                  100                 100                         100
1993                  186                 115                         154
1994                  120                 112                         129
1995                  349                 159                         169
1996                  473                 195                         172
1997                  595                 240                         254

</TABLE>

                                        9


                                     - 330 -
<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 Company's  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 Company's  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. Increases in base salary were recommended by senior
management  for  fiscal  1997 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.

         Variable  Incentive  Compensation - The large majority of the Company's
employees,  including the executive officers, participate in an annual incentive
award plan.  The amount of incentive  compensation  is based upon the  Company's
achievement  of goals  established  at the  beginning  of the fiscal year by the
Committee.  For fiscal 1997,  the incentive  plans were tied to sales and income
before income taxes,  depreciation and amortization  expenses. The incentive was
awarded  approximately  50% based on sales and 50% based on income before income
taxes and depreciation and amortization expense.

         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.

                                       10


                                     - 331 -
<PAGE>

CEO Compensation
----------------

         The factors and criteria upon which Mr.  Brodersen's  compensation  was
based for fiscal year 1997 are the same as those  considered by the Committee in
establishing the compensation  program for all of the executive  officers of the
Company  as  outlined  above.  The  annual  base  salary  of Mr.  Brodersen  was
established by the Committee on March 3, 1997 for the period of April 1, 1997 to
March 31, 1998. The Committee's  decision was based on Mr. Brodersen's  personal
performance  of his duties and on salary levels to chief  executive  officers of
companies of similar size, complexity and growth rates.

Mr.  Brodersen's  1997 fiscal year incentive cash  compensation was based on the
actual financial performance of the Company. His annual cash incentive award was
based on the incentive plan described above.

An option  grant for  10,000  shares  was  awarded  to Mr.  Brodersen  under the
Company's  Employee Stock Option Plan based upon his  performance and leadership
with  the  Company.  The  grant  placed  a  significant  portion  of  his  total
compensation at risk,  since the value of the option depends on the appreciation
of the Company's common stock over the option term.

                             Compensation Committee
                            of the Board of Directors
                            -------------------------
                                 David K. Karnes
                                J. Michael Parks
                                  Jay E. Ricks
                                  Greg T. Sloma

                                       11

                                     - 332 -
<PAGE>

                                 PROPOSAL NO. 2

                       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  Company's
financial  statements for the fiscal year ending  December 31, 1998,  subject to
ratification by the stockholders of the Company. Deloitte & Touche LLP served as
the Company's auditors for the 1997 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.

                          TRANSACTIONS WITH MANAGEMENT

         No  reportable  transactions  occurred  during  fiscal 1997 between the
Company and its officers and directors.

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The following  directors  served on the  Compensation  Committee of the
Company's 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 Company's Stock
Option Plan of 1989.

                  STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING

         Proposals of  stockholders  for which  consideration  is desired at the
1999  Annual  Meeting of  Stockholders  must be received by the Company no later
than December 31, 1998, in order to be considered for inclusion in the Company's
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.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         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 represen-
tations from reporting persons that no Form 5 was required.

                                       12

                                     - 333 -
<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 this  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
judgment.

                                  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,  telephone or other means without
additional compensation.  The Company has retained First National Bank of Omaha,
the  Company's  stock  transfer  agent,  to  assist  in  the   distribution  and
solicitation  of  proxies  at a cost  of  approximately  $3,000,  including  the
reimbursement of certain expenses.

         The  Company's  Annual  Report  to  Stockholders,  including  financial
statements,  has been  mailed to all  stockholders  of record as of the close of
business on March 2, 1998. 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
Company's 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 9, 1998


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, 0MAHA, NEBRASKA 68114.

                                       13

                                     - 334 -
<PAGE>




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

                                      14

                                     - 335 -
<PAGE>

                  DATA TRANSMISSION NETWORK CORPORATION PROXY
            Annual Meeting of Stockholders To Be Held April 22, 1998

          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 2, 1998 at the Annual Meeting of Stockholders to be
held on April 22,  1998 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   Scott A. Fleck       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, 1998.

         FOR                            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  22,  1998 and the Proxy
Statement for such meeting.

Dated                             , 1998
      ---------------------------          -----------------------------------


                                           -----------------------------------
                                                  (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.

                                       15

                                     - 336 -