SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-K

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

                  For the Fiscal Year Ended December 31, 1998.

                                       OR

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

                         Commission file number 0-15405.

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

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

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


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

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

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

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

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

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

         The aggregate  market value of voting stock (based upon the "bid" price
as quoted on NASDAQ) of the registrant held by  non-affiliates  on March 1, 1999
was approximately $259,000,000.

         At March 1, 1999, the registrant had outstanding  11,625,320  shares of
its common stock.

                                       
<PAGE>


                                                      
                       DOCUMENTS INCORPORATED BY REFERENCE

1.    Portions of the Registrant's  Annual Report to Stockholders for the fiscal
      year ended December 31, 1998 are  incorporated  by reference into Parts I,
      II, and IV.

2.    Portions of the  Registrant's  definitive  Proxy  Statement  filed for the
      Registrant's Annual Meeting of Stockholders to be held April 28, 1999, are
      incorporated by reference into Part III.


                                     PART I
ITEM 1.  BUSINESS.

      (a) General Development of Business:

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

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

      In January,  1987,  the Company  completed an initial  public  offering of
common stock selling 698,085 shares at $5.40 per share (pre-stock split).

         (b)    Financial Information About Industry Segments:

                Financial Information about industry segments for the company is
                on Page 6, of the company's  1998 Annual Report to  stockholders
                and is incorporated herein by reference.
        
         (c)    Narrative Description of Business:

      Data Transmission Network Corporation (DTN) began operations in April 1984
and  continues  to  provide   comprehensive,   time-sensitive   information  and
communication services for a variety of industries via all relevant distribution
technologies. DTN had over 159,000 subscribers throughout the U.S. and Canada at
the end of 1998 with the majority receiving agricultural, weather, financial and
energy  related  services.  A review of these  industries  and services with the
year's highlights are discussed in this report.

      The Company's subscription services are targeted at niche business markets
and  designed  to be  timely,  simple  to use,  and  convenient.  The  Company's
distribution  technology  provides  an  efficient  means  of  sending  data  and
information  from point to  multi-point.  The  development  and  enhancement  of
cost-effective  distribution  methods such as electronic  satellite delivery and
the  Internet,  plus a total  commitment  to customer  service  and  information
quality has enabled the Company to become a major  player in the  communications
industry.

      The Company  continues  take  advantage of many  engineering  and software
advancements  available for developing and improving distribution in an exciting
and growing industry.

                       INFORMATION DISTRIBUTION TECHNOLOGY

      The  Company is  committed  to  researching  and  developing  distribution
technologies  to  cost-effectively  deliver  the  timely  information  that  the
Company's  subscribers  demand.  DTN supports several  information  distribution
technologies  allowing the  distribution,  reception and display of information.
These technologies  include small dish Ku-band satellite (Ku), the Internet,  FM
radio  side-band  channels (FM),  Fax, the vertical  blanking  interval within a
television signal sent via Cable TV (VBI), e-mail, leased lines and DIRECTV.

                                       1
<PAGE>

      The first  technology used by the Company was FM radio  side-band.  The Ku
technology was added in 1989,  providing the ability to reach customers  outside
the  geographic  territory of the signal of the FM stations.  Fax, VBI,  e-mail,
Internet,  leased lines and DIRECTV have since been added to further  expand the
distribution   network.   

      The Company  provides the equipment  necessary for  subscribers to receive
certain services using FM, Ku or VBI technologies. This equipment includes a DTN
receiver,  a video monitor,  FM antenna or a small 30" Ku-band satellite dish. A
keyboard,  mouse and printer may be provided  depending on the  service.  DTN is
responsible for the normal maintenance and repair of subscriber equipment.

      Prior to 1992, the Company utilized a "page-based" receiver and monochrome
display system.  The monochrome system translates the Company's data stream into
text and is capable of receiving and  displaying  up to 246  different  pages of
information.  The monochrome receiver can also download information to a printer
or computer.

      In 1992, the Company introduced the Advanced  Communications  Engine (ACE)
receiver,  a color graphics receiver system,  expanding the Company's ability to
provide  information  and  communication  services.  The ACE  receiver  contains
multiple  processors.  One is dedicated to data communications and storage.  The
second  processor  is for  manipulating  data,  interacting  with  the  user and
displaying high-resolution color pictures,  graphics and text. A third processor
enables the unit to play audio clips for weather forecasts, voice advertisements
or audio alarms set for when a futures contract or stock price reaches a pre-set
price. In addition, this processor can send and retrieve information by using an
internal modem connected to a phone line.  Additional processors may be present,
as necessary,  based on the method of information  distribution technology used,
such as satellite, VBI, etc. 

      The ACE receiver can also download  information  to a printer or computer.
This  receiver  is  equipped  with an  internal  hard drive  allowing  processed
information  to be stored,  archived  and  displayed.  The  receiver's  built-in
control panel,  keyboard or mouse allows  subscribers to conveniently  view this
information.

      One of  the  unique  aspects  of the  Company's  information  distribution
technology  is the computer  software  developed by the Company for use with the
broadcast  system that feeds data to the ACE  receivers.  This software  manages
information from a wide array of input sources,  runs routines,  sets priorities
and then  initiates  transmission  to the satellite.  The software  provides the
capability to individually  address each receiver unit placed with a subscriber.
This  permits  the  Company  to  transmit  specific  information  to a  specific
subscriber or group of subscribers.

      The Company leases FM radio side-band channels, satellite channels and VBI
space to deliver the information to receivers used by the Company's subscribers.
All information is up-linked from Omaha to satellite (except  Internet,  Fax and
other  telephone  delivery  technology)  and  downlinked  from the  satellite to
subscribers based on their distribution technology.

      FM monochrome subscribers receive their information using FM antennas that
receive the information via side-band  signals  transmitted from radio stations.
The Ku subscribers  utilize a 30" satellite dish, a direct downlink,  to receive
their information.

      Early  in 1994,  the  Company  began  using a new  cable  TV  distribution
technology   involving  vertical  blanking  intervals  (VBI).  The  Company  has
contracted with a major cable TV superstation to transmit information along with
the station's TV signal. This technology  eliminates the need for FM antennas or
satellite dishes and is available to businesses or residences that are wired for
cable TV and  receive the  superstation's  service.  

      The Company has  introduced  several  Internet  products  since 1995.  DTN
currently  offers  services  via the  Internet  for the  agricultural,  weather,
financial and energy  industries and plans to expand the services  offered using
this information  distribution  technology. A major milestone for DTN's Internet
services was the leasing of Internet  technology from SmartServ Online, Inc. for
the  real-time  streaming  quote  service  offered  by the  Company's  Financial
Services Division (www.dtniq.com)(see page 12).

                                       2
<PAGE>

      In 1998,  the Company  began  delivering  services to customers via direct
leased line  circuits.  This gives  customers  in major  metropolitan  areas the
ability to receive the Company's  information  where options,  such as satellite
dishes, are impractical. In many instances, this technology provides a redundant
delivery method to insure maximum availability of the Company's information.

      At the end of 1998, DTN Marine Center, a specialty weather service,  began
delivering  its  information  via DIRECTV's  satellite  system.  Information  is
received  directly into the subscriber's  computer from an 18-inch DIRECTV dish.
This  initial  product  rollout  is  expected  to be the first of many using the
newest information  distribution  technology.  The new product launch also marks
the  introduction  of DTN for  Windows,  a software  product  for the PC using a
satellite  dish which is capable of  operating  without an ACE receiver or other
external hardware devices.

<TABLE>
<CAPTION>

Information Distribution Technologies             Subscribers
-------------------------------------             -----------
<S>                                               <C>    
Ku-Band Satellite                                 144,800
Internet                                            4,700
FM Radio Side-band                                  8,400
VBI                                                 1,300
Lease Lines/DIRECTV                                   100
                                                  -------
Total                                             159,300
</TABLE>


      The  following is a summary of  subscribers  by  information  distribution
technology at December 31, 1998. The Company has approximately  15,000 customers
receiving  information using Fax technology.  The e-mail business is primarily a
subscriber  (an e-mail  source)  communicating  specific  messages to a group of
subscribers.  There are over 1,200 e-mail sources delivering over 3,500 pages of
information to subscribers daily.


                                SERVICES OFFERED

      The  Company's  revenue  is derived  primarily  from six  categories:  (1)
monthly, quarterly or annual subscriptions,  (2) equipment sales, (3) additional
(optional) services, (4) communication services, (5) advertising and (6) service
initiation fees. The percentage of total revenue for each category over the last
three fiscal years was:

<TABLE>
<CAPTION>
                                         1998              1997             1996
                                         ----              ----             ----
<S>                                      <C>               <C>              <C> 
      Subscriptions                      80 %              80 %             76 %
      Equipment Sales                     3 %              -                 -
      Optional Services                   5 %               5 %              6 %
      Communication services              7 %               8 %              9 %
      Advertising                         3 %               3 %              3 %
      Service Initiation Fees             2 %               4 %              6 %

</TABLE>

      Subscription  revenue  is  generated  from  monthly,  quarterly  or annual
subscription  fees  for one of the  Company's  services.  The  Company  offers a
discount  to  subscribers  who  pre-pay  their  subscriptions  annually.  A more
detailed review of each service is found later in this report.

      A new  business  unit  of the  Company,  DTN  Kavouras  Weather  Services,
generates  equipment sales of weather  systems,  workstations  and weather radar
systems.  DTN Kavouras Weather Services' weather systems and workstations  allow
customers  to receive  weather  information  provided by the Company for monthly
subscriptions.  This  business  unit also builds small and large  doppler  radar
systems.

                                       3
<PAGE>

      Optional  services are offered to  subscribers  on an "a la carte"  basis,
similar  to  premium  channels  on cable TV. A third  party  primarily  provides
information  for these  services with DTN receiving a share of the  subscription
revenue paid by the subscriber.  Optional  services revenue continues to grow in
total dollars at a rate commensurate with the overall growth of the Company due,
in part, to new technological  innovations using the Internet. 

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

      The Company  sells  advertising  interspersed  among the pages of news and
information,  similar to a newspaper or magazine. The advantage of an electronic
advertisement  over typical  print media is the ability to change or replace the
advertising  message  quickly and as  frequently as market  conditions  dictate.
Advertising  revenue  maintained  the same  percentage  of total  revenue due to
subscriber  and  subscription  revenue  growth  as well as the  addition  of new
services with available advertising space.

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


The Agricultural Industry

      The DTN  Agricultural  Division  consists of five major  services:  DTN Ag
Services, DTNstant, DTN PROduce, DTNiron, and DTN Cotton Network.

<TABLE>
<CAPTION>
                                           1998                     1997                      1996
                                    -----------------         -------------              -------------
<S>                                 <C>                        <C>                        <C>        
Revenues                            $88,300,000                $87,600,000                $69,700,000
Subscribers at year end                 113,800                    120,500                    116,200

</TABLE>


      New  subscriptions  are primarily sold by the Agricultural  Division's own
dedicated sales force. These individual sales  professionals began working under
the direct control of the Ag Division in August 1998. The ag sales force is made
up of district sales  representatives,  in-house sales staff,  and  independent,
commission-only sales  representatives.  By dissolving the former national sales
group into a smaller,  more focused staff,  the division is able to provide more
knowledgeable   and  service  oriented  sales   professionals  for  current  and
prospective customers. DTN AgServices,  DTNstant and DTNiron each have their own
individual group of sales professionals, selling their basic products. For these
three services, the prospective customer base is essentially the same, and these
sales  professionals are encouraged to sell any of the products  associated with
Ag when the  opportunity  presents  itself.  DTN PROduce  deals with a different
prospect than the normal  livestock and grain farmer,  and therefore DTN PROduce
sales  professionals  sell  primarily  to  produce  oriented  prospects.  The Ag
Division  provides  its  sales  force  with  leads  that  are  obtained  through
telemarketing,  direct mail, print media advertising,  customer  referrals,  and
Internet advertising.

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

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

                                       4
<PAGE>

Premium  services are marketed  through a combination of individual free trials,
system-wide  trials,  on-screen  advertising,  direct  mail,  invoice  stuffers,
equipment stuffers, and telemarketing. Premium Services' prices range from $6 to
$1,200 per quarter. The average subscription price is $60 per quarter. Effective
marketing campaigns helped to increase premium service sales in 1998.

      Communication services (DTN InfoMail) plays an important role in providing
a cost effective means to reach a large number of targeted  customers  daily. At
the touch of a button,  subscribers  have instant  access to messages 24 hours a
day. DTN  InfoMail  customers  receive  information  tailored to their  specific
needs.  The  service  provides  information  for  elevators,  seed  sales  reps,
agronomists,  chemical  sales reps and technical  advisors,  commodity  brokers,
processing  plants,  feedlots  and  anyone  with a need  to  communicate  to DTN
subscribers. Over 75 new InfoMail providers began messaging in 1998.

      Advertising  on DTN Ag  Services  plays  a major  role  in the  division's
revenue. The Advanced  Communication  Engine (ACE) satellite receiver,  with its
animation and inter-active ability, provides an excellent avenue for advertising

sales.  With the  development  of the ag  Internet  service,  (www.agdayta.com),
advertising  will have a new avenue in which to grow.  In 1998,  the Ag Division
sold over $3.2  million in  advertising  space to  numerous  ag  industries,  ag
chemical and seed companies, and equipment and finance businesses.

DTN Ag Services Review
      Approximately 80% of DTN Ag Services' subscribers are farmers or livestock
producers   with  the  balance   consisting   primarily   of  grain   elevators,
agribusinesses and financial  institutions.  Subscribers to DTN Ag Services farm
nearly one third of the nations  total  cropland and market more that 50% of the
nation's cattle and hogs.  

      FarmDayta was the primary  competition for DTN AgDaily until May 1996 when
DTN acquired Broadcast Partners.  The addition of FarmDayta gives DTN AgServices
a fully  integrated  agricultural  product line with price entry points across a
wide  spectrum,  expanding  the  marketing  horizons  for all  DTN  agricultural
services. DTN maintains the DTN FarmDayta facilities in Des Moines, Iowa.

DTN AgDaily
      DTN  AgDaily is an  agricultural  market  information,  quote and  weather
service. Subscribers receive delayed commodity futures and options quotes, local
cash grain and livestock  prices,  selected  regional and world weather updates,
and a variety  of daily  analysis,  commentary  and news that  affect  grain and
livestock  prices.  DTN AgDaily color  graphics  allows for an advanced  weather
segment  with  national  and  regional  radar maps  (updated  every 15 minutes),
infrared  satellite cloud cover maps,  precipitation,  temperature,  jet stream,
surface  wind and snow cover  maps,  and much more.  The  subscriber  can custom
design high resolution charts and/or select from a library that holds over 1,000
charts.  The system is capable of custom programming the futures quotes pages to
display only the quotes desired.  The service also includes information segments
for specific crop and livestock enterprises as well as general,  business, sport
and entertainment  news.  AgDaily offers crop liability  insurance and livestock
profitability  calculators  through  use of the  inter-activity  feature,  which
allows subscribers to search a comprehensive database.

DTN Pro Series
      The DTN Pro/Premier  services feature a more advanced AgDaily product. The
Pro Series enhanced functionality includes a high interest window to view future
or  options  quotes on any page as well as  keyword  search  that  automatically
searches the news story database for articles affecting the user's operation. It
also allows  subscribers  to  customize a segment  with up to five of the user's
favorite pages, and a personal library serving as a customized  archive segment.
There are seven DTN Pro  products,  all of which  include the  complete  AgDaily
service plus additional specific information:  Weather Pro, News Pro, Chart Pro,
Intraday Pro, Stock Pro, Premier and Premier Plus.

      DTN Weather Pro provides 32 programmable pages for creating unique weather
      information.  It allows  subscribers  to choose from over 70 weather  maps
      including detailed regional,  state and zone forecasts, and lets them zoom
      in on a  particular  spot on the  map.  These  maps  can  also be put into
      motion.

                                       5
<PAGE>

      DTN News Pro provides the AP Online  service (a service of the  Associated
      Press),  an audio  summary of the day's  agricultural  news as well as the
      general news of the day.

      DTN Chart  Pro  includes  40 pages for  programmable  charts  which  allow
      subscribers  to create an  extensive  "chart book" for  analyzing  trends,
      patterns, and cycles.

      DTN   Intraday   Pro  offers  the   ability  to  chart   market   sessions
      minute-by-minute during the trading day. This allows subscribers to choose
      time intervals for charting to keep them abreast of the markets.

      DTN Stock Pro provides  access to prices for over 50,000 issues of stocks,
      bonds and funds.  The service includes stock quotes using either the quick
      quote  feature  or the  programmable  quotes  pages.  Additional  features
      include a personal  library  for  storing  news and  information  and high
      interest  windows  allowing  subscribers  to constantly  monitor up to six
      futures, options, stock or bond quotes.

      DTN Premier  combines  Weather Pro,  News Pro,  Chart Pro and Intraday Pro
      into a comprehensive ag marketing and information package.

      DTN Premier Plus includes all Pro products  (Weather Pro, News Pro,  Chart
      Pro,  Intraday Pro, and Stock Pro) into one complete  package for farmers,
      ranchers or agribusinesses needing all the market information available in
      one convenient location.

DTN FarmDayta
      DTN FarmDayta II is an agricultural market information,  quote and weather
service  delivering  delayed  commodity  futures and options quotes,  local cash
grain and livestock prices,  selected regional and world weather updates,  and a
variety of daily analysis,  commentary and news that affects grain and livestock
prices.

      DTNFarmDayta  Elite HD includes all the DTN  FarmDayta  II features,  plus
      options quotes,  charting,  weather maps and a receiver with a hard drive,
      which is critical to  maintaining  storage of  information  during a power
      outage.

      DTN FarmDayta Elite Plus includes all of the  information  provided on the
      DTN FarmDayta  Elite HD, plus more advanced news (Reuters  Headline News),
      quotes,  weather (including motion and zoom capabilities) and programmable
      charts.  The Elite  Plus  product  is  similar  in  content to the DTN Pro
      services.  DTN FarmDayta  Elite Plus is  considered  the "top of the line"
      product in the FarmDayta line.

DTN AgDayta
      DTN  AgDayta  (www.agdayta.com)  is the  Company's  agricultural  Internet
service.  AgDayta  combines  DTN  FarmDayta  Elite Plus and DTN Premier  Plus to
produce the most content rich product offered by DTN Ag Services. DTN AgDayta is
designed for the  producer  preferring  to use his/her own personal  computer to
receive  information,  or for the  individual  that is not able to  utilize  the
traditional  satellite-based  system supplied by DTN. The information on AgDayta
includes animated weather maps, satellite and summary maps, short and long range
forecast maps,  news commentary and analysis,  plus unlimited  access to futures
and option quotes from all the major  exchanges.  Also  available on AgDayta are
commodities for energy, finance, currency, metals and other exchanges as well as
instant access to daily,  weekly and monthly commodity charts. The customization
capabilities  allow for the  organization of information that is most often used
for business decisions.

DTN AgBasic
      DTN AgBasic was introduced in 1998 and is the most economical agricultural
color satellite  system offered by DTN. The service came about through  requests
from prospective customers for a more condensed version of the AgDaily/FarmDayta
products. AgBasic was developed as a "start up" color service for the first time
DTN customer. The service includes select quotes for 20 futures and two options,
the national radar map, local weather,  state news, USDA Flash, USDA Pre-Report,
state  grains  and  livestock  bids,  FarmDayta  grains,   livestock  and  other
commentaries.

                                       6
<PAGE>

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

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

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

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

      In February 1997, DTN acquired 500 subscribers (mainly grain elevators and
brokers) from Market Quoters and Northern Data Services.  These  subscribers are
located in Minnesota,  the Dakotas and Iowa. In March of 1997 DTNstant  acquired
2,400 subscribers from Market Communications Group LLC (MCG).

      The MCG  acquisition  made it possible to  redistribute  Reuters  news,  a
renowned  leader,  to  the  DTNstant  subscribers.   The  service  now  provides
unparalleled  information  and strategic  news for commodity  traders  including
access to additional international information, news packages for softs (coffee,
sugar, cocoa and orange juice), metals and energy.

DTNiron
      DTNiron is a cost-effective communication resource for the farm implement,
construction,  truck and trailer dealers which provides an equipment locator and
advertising service for dealers at the wholesale and retail levels.

      A detailed  implement  listing remains on the DTNiron system for a minimum
of 30 days,  renewable at the dealer's  request.  Subscribers  receive  industry
news,  financial  information,  economic indicators and information from the DTN
AgDaily service.

      In 1997,  DTNiron added retail  equipment  listings to its newly developed
web site on the  Internet  (www.dtniron.com).  This allows  subscribers  to gain
additional  exposure for their listings at no additional charge.  Internet users
can easily  locate  equipment  for sale by using a  drill-down  database  search
engine  directing  them to  DTNiron's  complete  web  listing.  Dealers can also
receive e-mail from  potential  buyers or, if they are not e-mail  enabled,  DTN
will call or fax the message to the dealer.

DTN PROduce
      DTN PROduce is an  authority in providing  the produce  industry  with the
timeliest  information  available  through use of satellite  technology  and the
Internet  (www.dtn.com/ag/produce).  Weather, market conditions,  transportation
information, and news are the four main components with the greatest impact on a
subscriber's  daily  operation.  DTN PROduce has become the industry's  accepted
source for receiving this information.

                                       7
<PAGE>

      Price Link was introduced in 1997 allowing subscribers to send and receive
real-time  pricing  information  for  a  fraction  of  the  time  and  money  of
conventional  faxing  methods.  The service allows  suppliers to advertise their
products  or announce  available  inventories  to buyers.  Prices can be quickly
changed, added or downloaded from the DTN service to a personal computer.

      DTN PROduce  continues  to network  itself  with the major  players in the
produce  industry by providing the necessary  tools to save time, make money and
communicate  pricing and other information at a fraction of the time and cost of
other existing systems.

DTN Cotton Network
      DTN Cotton Network is an electronic  communications  system for the cotton
industry  designed  to  operate on a user's  personal  computer  using  software
developed  specifically for cotton  accounting and marketing.  Based in Lubbock,
Texas,  with an office in Memphis,  Tennessee,  the Network  serves its customer
base in the mid-South and Southeast.

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


The Weather Industry

DTN Weather Center Service Review
      DTN  Weather  Services  consists of three  major  components,  DTN Weather
Center  Services,   Kavouras,  Inc.  and  Weather  Services  Corporation  (WSC).
Kavouras,  Inc. was acquired by DTN on July 1, 1998 and is now doing business as
DTN Kavouras  Weather  Services.  DTN  acquired  WSC on December  11, 1998.  The
addition of these two companies truly makes DTN a leader in the weather industry
providing  critical weather  information and  meteorological  equipment to small
businesses, military, federal government, broadcast television, major utilities,
Internet portals and everyone in between.

<TABLE>
<CAPTION>
                                   1998                      1997                       1996
                             ----------------          ----------------           ----------------

<S>                             <C>                        <C>                         <C>       
Revenues                        $25,800,000                $10,700,000                 $5,600,000
Subscribers at year end              18,300                     13,100                      7,900
</TABLE>

      DTN Weather  Services'  future  plans are to  concentrate  on the untapped
middle  markets where  customers  number in the tens of thousands.  The Internet
also  provides  many  additional  opportunities  for growth such as  advertising
supported sites, monthly subscription sites, "pay-per-view" sites, etc.

      DTN Weather  Services  employs a dedicated  weather sales force made up of
nearly 100 sales  professionals for its sales and marketing efforts.  This sales
force is unique to DTN in the  weather  industry  and is a major  reason for the
success of the division.

      Weather  information  is always in high  demand  for many  small and large
businesses  as  well  as   individuals   planning  their  vacation  and  outdoor
activities. DTN Weather Services has a handful of competition from several large
private  weather  companies.  Television  and the  Internet  also  provide  some
competition  on a smaller scale,  but lack the timeliness and local  information
the DTN service  provides.  DTN Weather  Services  constantly looks for more and
better  ways to  provide  this  critical  information  to its  customers  in the
quickest, most dependable and cost effective way.

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

                                       8
<PAGE>

construction, broadcast and aviation. DTN Weather Center introduced new products
in  1998  designed  especially  for the  broadcast,  transportation  and  safety
industries.

      DTN  Weather  Center  provides  more  than 100  full-color  maps and other
in-depth  weather  information,  from local forecasts and regional radar maps to
national infrared satellite images. The service provides short-range  (immediate
to 48-hour) forecasts, long-range (30-90 day) outlooks and 10-day city forecasts
for more than 550 major cities across the United States. A personal programmable
segment  allows users to customize  maps and the archive  feature  easily stores
maps for future reference.

      DTN Weather Center provides the important weather information and planning
tools to make businesses safer, more profitable and easier to manage.

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

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

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

DTN Broadcast Weather
      DTN Broadcast  Weather is a weather and news information  service designed
for the broadcast  industry.  Along with the comprehensive  local,  regional and
national weather forecasts and information, subscribers receive National Oceanic
and Atmospheric Administration Warnings & Alerts (NOAA).

      Learfield  World & National  News  Summary  provides  hourly  summaries of
international  and national news. The segment  contains 20 pages,  formatted for
about two to three  minutes  of "rip and  read".  Announcers  can  organize  the
material, print it out or read it right off the DTN screen.

DTN Contractor Weather
      DTN  Contractor  Weather is designed  for the  construction  industry  and
includes  construction-related  news and information,  which gives subscribers a
competitive  advantage.  This  service  provides  valuable  weather  information
necessary for important day-to-day business decisions.

      Job site weather  management  options include the DTN Weather Alert Paging
System, which provides immediate  notification of severe weather directly to the
user's alpha pager, and DTNonline  (Weather  Center's  Internet  service).  NOAA
Weather  Wire and Severe  Weather Maps are  included in DTN  Contractor  Weather
Level II, along with the subscriber's  choice of the Weather Alert Paging System
or DTNonline.

      The service is a practical tool in improving employee safety, saving labor
and material costs, and providing  effective  scheduling and staffing management
for the construction industry.

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

                                       9
<PAGE>


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

DTN Marine Center
      DTN Marine Center provides satellite-delivered weather information for all
areas of the marine  industry.  The service provides  information  necessary for
cost-effective,  efficient decision making regarding towing,  shipping,  salvage
and recreation.  It includes Lake and Marine Text Bulletins,  Buoy Reports, Lake
and Marine Maps and Tide Tables, as well as general weather  information and sea
conditions.

      New to the  product in 1998 was the  addition  of DTN  OnBoard,  a service
allowing the user to receive DTN Marine  Center  through a DIRECTV dish on their
PC while at anchor or underway.  Sea Surface  Temperatures are also available as
an optional service.

 
DTN Transportation Weather
      DTN  Transportation  Weather is designed for anyone  responsible  for road
maintenance or whose business depends on road conditions.  Comprehensive  local,
regional  and  national  weather  forecasts  and  information  are  available to
transportation professionals, allowing them to make informed decisions regarding
the weather.

      Subscribers  have the choice of the DTN  Weather  Alert  Paging  System or
DTNonline  (DTN Weather  Center's  Internet  service).  The Weather Alert Paging
system provides immediate  notification of severe weather directly to the user's
alpha pager. DTNonline enables the subscriber to make management decisions based
on weather at home or away from the office with a PC.

      NOAA  Weather  Wire and Severe  Weather  Maps,  Travel  Cast Maps and Road
Conditions,  and EarthSAT Winter Weather  Information are important  features of
this product.

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

      DTN Travel Center  provides a comprehensive  weather and news  information
package for both the business and vacation traveler.

DTN Turf Manager
      DTN Turf Manager is available to businesses  and  individuals  involved in
turf-related operations such as golf courses, lawn maintenance,  landscaping and
sod farms. The service provides the weather and chemical  information needed for
effective  turf  management,  making  the  safest,  most  cost-effective  use of
chemicals, labor and other resources.

      Material Safety Data Sheets (MSDS) are available with Turf Manager,  along
with the C&P Press Turf Product Index, an information  database of more than 275
turf  pesticides.  Plant  Protection  Chemical  Product Labels were added to the
service in 1998. This important  segment  provides full information on chemicals
used in turf care and management.

      ThorGuard,  the  only  lightning  prediction  system  available,  warns of
lightning  strikes  before they happen and is available as an optional  service.
Evapotranspiration Tables provide regional  evapotranspiration rates to plan for
watering and chemical application.

                                       10
<PAGE>

      Golf  information,  such as ESPN Sports  Ticker,  the National Golf Course
Directory, GCSAA News and USGA News, is provided with DTN Turf Manager.

DTN Weather Safety Center
      DTN Weather Safety Center provides  weather  information for anyone who is
responsible  for  protecting  lives  and  property  from the  hazards  of severe
weather.  NOAA Weather  Wire,  the most  comprehensive  warning and alert system
available  today, is available with the service,  along with radar and satellite
images, local, regional and national outlooks.

      DTN  Weather  Safety  Center  is  invaluable   for  emergency   management
professionals.  Coupled with the DTN Weather  Alert Paging  System,  subscribers
receive immediate notification of severe weather directly to their alpha pagers.
Weather watches,  warnings and storm movement,  along with local weather updates
twice  daily for an  8-county  area of the user's  choice,  are  included in the
service.


DTN Kavouras Weather Service
Meteorological Equipment
Triton Doppler Radar Series
      Triton Doppler Radar Series is a complete line of advanced, fully coherent
Klystron or TWT-based  Doppler weather radars,  representing  the most powerful,
the most accurate,  the most versatile and the most cost-effective Doppler radar
performance  in  the  world.  Users  include  broadcast  television,   aviation,
universities, government and military.

Triton RT
      Triton RT is a real-time 3-D and 2-D weather and news  graphics  animation
system  focused on, but not limited to, the broadcast  television  market.  This
product uses weather data to create an informative and exciting weather show.

MetWork FileServer
      MetWork  FileServer is a robust and dynamic network solution for real-time
dissemination of meteorological information based on the versatile and efficient
NT format,  supporting  standard  Internet  communications  protocol and various
network configurations.

Meteorological Services
Storm Pro
      Storm Pro is a workstation that integrates real-time Doppler weather radar
with a  geographic  information  data system to create an accurate  display with
broadcast-quality appearance. The display can be individualized for a unique and
defining look important in the television market.

StormSentry
      StormSentry is  around-the-clock  storm tracking  software that identifies
dangerous weather cells, analyzes their characteristics,  their locations, their
speeds, their directions, their estimated times of arrival...all automatically.

StormWatch
      StormWatch is customizable software that monitors either a weather wire or
a DTN Kavouras  MetWork  Fileserver to generate  color-coded maps and/or a crawl
message for important watch, warning or advisory weather situations.  StormWatch
also allows a television  station to edit and prioritize  information  for their
viewing areas.

                                       11
<PAGE>

SchoolWatch
      SchoolWatch  is  customizable  software  for  the  Triton  RT  that  helps
television stations easily update,  prioritize and display late-start and school
closing information.  This software can also be configured to update information
on a station's web site.

      Data and  Customizable  Forecasting  Services  provides  a broad  range of
standard  data for a wide variety of markets.  In addition,  DTN Kavouras  staff
provides  24-hour,  365 days a year coverage for  tailor-made  forecasts to meet
customers' special needs.

The Financial Services Industry

      DTN Financial Services offers five primary  information  services,  DTN.IQ
(www.dtniq.com), DTN Real--Time, DTN SPECTRUM, DTN Wall Street and DTN FirstRate
as well as a suite  of  business  applications  for the  financial  professional
through National Datamax, Inc., a wholly owned subsidiary.
<TABLE>
<CAPTION>

                                     1998                       1997                      1996
                                -----------------           ---------------           --------------

<S>                               <C>                       <C>                        <C>       
Revenues                          $13,400,000               $10,300,000                $8,600,000
Subscribers at year end                15,800                    12,900                    11,300
</TABLE>

      These services offer a complete line of fully  integrated  information for
financial  professionals and individual investors.  As a full-service  provider,
DTN  Financial   Services   brings  together  a  broad  selection  of  financial
information  to  accurately  cover the  markets,  real-time  or delayed  quotes,
real-time business newswires, and an array of back-office applications including
client management systems and trading capabilities. DTN Financial Services' main
objective is to provide  comprehensive,  in-depth  financial  information  at an
affordable cost to its subscribers. This objective is critical due to the highly
competitive nature of the industry.

      DTN Financial  Services  integrates  information from a variety of sources
such as Bridge, Liberty Brokerage and Market News Service,  ZionsBank,  UPI, New
York Times, PR Newswire, Business Wire, Futures World News, Dow Jones, AP Online
and others. In addition, a la carte, optional services offer subscribers an even
greater  variety of financial data including  stock selection and timing advice,
earnings  estimates,  fundamental  stock market data,  U.S.  Treasury quotes and
other financial market-related services. This combination allows each service to
maintain its competitive advantage in the market.

      Subscribers include individual investors,  independent brokers,  financial
advisors and financial  institutions.  With competition coming from sources such
as commodity  news  services,  diversified  media  companies  and smaller  niche
providers,  DTN  Financial  Services  continues to  differentiate  itself in the
market by offering services that are broader in scope, yet remain  strategically
priced.

      DTN Financial  Services  revenue grew 29% in 1998,  continuing its bullish
27% compounded revenue growth for the past five years.

DTN.IQ
      In May 1998,  DTN Financial  Services  acquired a technology  license from
SmartServ  Online  (SSOL) along with their  existing  Internet  customers.  This
license  granted DTN exclusive  rights to market a real-time  Internet-delivered
quote and news service previously developed by SmartServ Online.  Renamed DTN.IQ
(www.dtniq.com),   it  was   released  in  June  1998,   with  new  pricing  and
functionality.

      DTN.IQ has begun to fulfill its initial promise of satisfying the needs of
investors  and traders who prefer to use the Internet as a market data  delivery
channel.  By year-end,  DTN.IQ had begun to generate  positive cash flow and had
become the fastest-growing service released by DTN Financial Services.

                                       12
<PAGE>

      In addition  to  providing  streaming  real-time  quotes and news,  DTN.IQ
offers functionality not found in other DTN services. Primary among these is the
ability to retrieve a chart on any  security at any time with up to two years of
daily  history or five days of tick  history.  In  addition,  DTN.IQ  takes full
advantage  of  32-bit  architecture,  complete  windowing  capability,  and  the
flexibility of Internet delivery.

DTN RealTime
      DTN REALTIME  delivers  real-time stock and stock option quotes as well as
real-time futures quotes,  fixed income  government  securities  quotes,  market
statistics and indicators,  news, commentary and other time-sensitive  financial
market information.  The service is delivered at a rate of 18,800 characters per
second,  roughly three times faster than a computer  modem  operating at 56 kbs.
DTN  REALTIME  is two to four times  faster than other  dedicated,  competitive,
real-time quote services.

      As an adjunct service with DTN REALTIME,  NASDAQ Level II quotes were made
available in the fourth  quarter of 1998,  an important  step in DTN's effort to
gain  market  share  among  institutional  customers.   Level  II  quotes  offer
institutional money managers and active day-traders more detailed information on
the bid and asked prices offered by NASDAQ market makers.

      DTN REALTIME was the first DTN service delivered  directly to a PC without
displaying  information on a proprietary system or stand-alone unit. This allows
users maximum flexibility in displaying and manipulating the data.

      As  part  of the  service,  subscribers  are  offered  free  use of  DTN's
Chameleon software to display market data, news and other financial information.
Chameleon  also provides  market  condition  alarms,  news alerts and archiving,
charting, and portfolio monitoring.  There are several other popular third-party
software  programs  available  for  formatting,   manipulating,   analyzing  and
displaying market data and news on a single PC or networked PC's.

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

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

DTN Wall Street
      DTN Wall Street provides  exchange-delayed quotes on stocks, bonds, mutual
and money market funds, futures,  interest rates, currencies and real-time index
quotes.  This service also provides  in-depth  economic,  financial and business
news  and   other   time-sensitive   financial   market   information   such  as
company-specific  news and earnings.  The service  allows  subscribers to custom
program the system to track their selection of financial quotes.

      The majority of subscribers  to DTN Wall Street are individual  investors,
independent brokers, financial advisors and financial institutions.

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

                                       13
<PAGE>

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

National Datamax
      In June 1998,  DTN Financial  Services  acquired  National  Datamax,  Inc.
(NDM),  a provider  of software  and data  services to  financial  planners  and
independent  broker-dealers.  Within the financial services industry, NDM enjoys
strong  name  recognition  and was one of the first  firms to offer  its  unique
business solutions.

      NDM solves two distinct problems faced by brokers. By consolidating client
account  information  from a variety  of  sources,  NDM  assists  the  broker in
presenting a comprehensive  financial picture to his/her clients,  no matter how
many securities or fund families are involved.

      Brokers also need analysis tools to help them pinpoint the best investment
options  for  their  clients.   NDM  offers   fundamental   data  combined  with
sophisticated  scanning  routines  that help select  appropriate  mutual  funds,
variable annuities and stocks based on client-defined risk/reward parameters.

      NDM  represents  a key element in DTN's  strategy  to become an  important
player  in  the  institutional  marketplace  as  well  as  add  value  to  basic
information delivery.


The Energy Industry

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

<TABLE>
<CAPTION>
                                      1998                       1997                      1996
                                -----------------          -----------------         ----------------

<S>                               <C>                       <C>                      <C>        
Revenues                          $16,100,000               $14,300,000              $12,200,000
Subscribers at year end                 8,400                     8,400                    7,700

</TABLE>

DTNergy Service Review
      DTNergy provides pricing  information and  communication  services for the
refined fuels industry. This service consists of several pages of delayed energy
futures and options quotes plus selected news and financial information.

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

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

      DTNergy generates revenue from two primary sources, the wholesaler and the
refiner.  Wholesalers  currently pay a monthly  subscription  fee of $40 for the
monochrome Ku-band satellite service.  Refiners pay fees based on the number and
length of communications sent to wholesalers.

      Refiners use DTNergy  communications to link to their wholesalers with the
implementation  in 1997 of EDI  (Electronic  Data  Interchange)  fuel  invoices.
EDI/VAN  (Value  Added  Network)  services  help  automate  customers'  business
processes by converting  refiner text invoices into an industry standard format.
Once these  invoices are in a standard  format,  the invoice data is transferred
into a customer's accounting system from the ACE unit.

                                       14
<PAGE>

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


Other Industries and Services

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

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

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

DTN Joint Venture Services

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

DAT
      The  DAT  (Dial-A-Truck)   Transportation  Terminal  service,  located  in
Beaverton, OR, is an information communication system for the trucking industry.
The service  provides load and truck matching  performed on a database of 80,000
listings updated daily.

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

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

      DAT targets all freight brokers and carriers throughout the United States,
Canada and Mexico.

Trac Electric
      TracElectric is an equipment locator service for the electrical  equipment
industry. This service provides over 100 pages of new,  remanufactured,  surplus
and used electrical equipment listings.  The service connects buyers and sellers
throughout the United States and Canada.

Missing Children Information Center
      DTN  Missing   Children   Information   Center  (MCIC)  provides   instant
transmission of data regarding children in danger to local,  regional,  national
and Canadian  outlets.  In an effort to assist parents,  police and the National
Center for Missing and Exploited  Children  (NCMEC) in locating missing children
and the criminals involved,  photos and information regarding these children are
posted as a public service on all DTN color systems.

                                       15
<PAGE>

      As a result of the close working  relationship with NCMEC a national kiosk
program has been  developed.  Plans are  underway to identify  sponsors  for the
kiosk  units to be placed in  high-pedestrian  traffic  areas  such as  shopping
malls, airports, grocery stores, theaters, government buildings, etc.


Employee Data

      At  December  31,  1998  the  company  had  approximately  1,100  full and
part-time employees.

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

      Not applicable

ITEM 2.  PROPERTIES.

      The Company  leases its  executive  and  administrative  offices in Omaha,
Nebraska.  Approximately 108,000 square feet of office space is leased for these
offices for periods up through May 2005. The Company also occupies approximately
19,000  square feet of office  space  located in  Urbandale,  Iowa,  through the
Broadcast Partners  acquisition.  As part of the acquisition of Kavouras,  Inc.,
the Company  acquired a building in  Burnsville,  Minnesota  with  approximately
52,000  square feet which is  Kavouras'  headquarters.  the Company  also leases
office  space in Lubbock,  Texas;  Memphis,  Tennessee;  San Diego,  California;
Milwaukee,  Wisconsin;  and  Lexington,  Massachusetts  for business  operations
related to acquisitions.

      In addition, the Company leases three distribution centers for the purpose
of storing and  distributing  the electronic  equipment needed by subscribers to
receive  the  company's  services.  The main  distribution  center is located in
Omaha, Nebraska and occupies  approximately 28,000 square feet. The Company also
serves its Canadian  subscribers  with a 2,500 square foot  distribution  center
located in Winnipeg,  Manitoba.  Approximately  7,000  square  feet,  located in
Urbandale,  Iowa, was added to the Company's  distribution  center by way of the
1996  acquisition.  The leases  related to these  distribution  centers  are for
various periods up through December, 2003.

      The  information  set  forth in  Footnote  10  "Leases"  on page 59 of the
Company's  1998  Annual  Report  to  Stockholders  is  incorporated   herein  by
reference.

ITEM 3.  LEGAL PROCEEDINGS.

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

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

      No matter was  submitted to a vote of the security  holders of the Company
during the fourth quarter of the fiscal year ended December 31, 1998.

                                       16
<PAGE>



                      EXECUTIVE OFFICERS OF THE REGISTRANT

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

<TABLE>
<CAPTION>
                                                                                        Year Joined
     Name                              Title                                 Age        the Company

<S>                          <C>                                             <C>            <C> 
Roger R. Brodersen           Chairman of the Board and                       53             1984
                             Chief Executive Officer

Greg T. Sloma                President and Chief                             47             1993
                             Operating Officer

Brian L. Larson              Vice President, Chief Financial                 38             1993
                             Officer and Secretary

James J. Marquiss            Senior Vice President, Director                 54             1986
                             of Business Research and Product
                             Development

Roger W. Wallace             Senior Vice President and                       42             1984
                             President, Ag Services Division

Charles R. Wood              Senior Vice President and                       58             1989
                             President, Financial Services Division

William R. Davison           Vice President and                              44             1989
                             President, Ag Services

Scott A. Fleck               Vice President and                              31             1991
                             Director of Engineering

H. Wade German               Vice President,                                 57             1992
                             Business Research

Daniel A. Petersen           Corporate Controller and Treasurer              33             1990

Joseph Urzendowski           Vice President, Operations                      35             1992


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

                                       17
<PAGE>




                                     PART II


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

      Information  concerning  the market for the Company's  common  stock,  the
number of stockholders of record and the Company's  dividend history is on pages
63  and  65  of  the  Company's  1998  Annual  Report  to  Stockholders  and  is
incorporated herein by reference.

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

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

ITEM 6.   SELECTED FINANCIAL DATA.

      Selected  financial  data for the  Company is on page 40 of the  company's
1998 Annual Report to Stockholders and is incorporated herein by reference.

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

      Management's discussion and analysis of financial condition and results of
operations  is on pages 41 through 48 of the  Company's  1998  Annual  Report to
Stockholders and is incorporated herein by reference.

Certain Factors That May Affect Future Results

      From time to time, information provided by the Company, statements made by
its employees or  information  included in its filings with the  Securities  and
Exchange  Commission  (including  this Form 10-K and documents  incorporated  by
referenc)  may contain  statements  which are not  historical  facts,  so-called
"forward-looking statements". These forward-looking statements are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. The Company's  actual future results may differ  significantly  from those
stated in any forward-looking  statements.  Forward-looking statements involve a
number  of risks and  uncertainties,  including,  but not  limited  to,  product
demand, pricing, market acceptance,  inflation,  risks in product and technology
development,  product competition,  acquisitions,  key personnel, and other risk
factors  detailed in this Annual Report on Form 10-K and in the Company's  other
Securities and Exchange Commission filings.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

      The  financial  statements of the Company,  together with the  Independent
Auditors' Report, are on pages 49 through 62 of the Company's 1998 Annual Report
to Stockholders and are incorporated herein by reference.

      Supplementary  quarterly  financial  information  is on  page  63  of  the
Company's  1998 Annual  Report to  Stockholders  and is  incorporated  herein by
reference.

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

      None

                                       18
<PAGE>

                                    PART III

ITEM 10.  DIRECTORS OF THE REGISTRANT.

      Information  concerning  the  present  directors  of the  Company  and all
persons  nominated to become  directors at the Annual Meeting of Stockholders of
the Company to be held April 28, 1999,  is  contained  in the section  captioned
"Election of Directors" of the Proxy  Statement  for such annual  meeting.  Such
section is on pages 2 through 3 of such  Proxy  Statement,  and is  incorporated
herein by reference.  Information concerning the registrant's executive officers
is furnished in a separate item captioned  "Executive  Officers of the Company",
included in Part I of this Form 10-K.

Compliance With Section 16(a) Of The Exchange Act

      Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act"),  requires  the  Company's  directors,  executive  officers and
holders  of more  than  10% of the  Company's  common  stock  to file  with  the
Securities and Exchange  Commission  initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
The Company  believes that during the fiscal year ended  December 31, 1998,  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.  German and Mr. Sloma each filed one late report  covering  one  transaction
each. In making these statements, the Company has relied solely upon a review of
Forms 3 and 4 furnished to the Company during its most recent fiscal year, Forms
5 furnished  to the Company with  respect to its most recent  fiscal  year,  and
written representations from reporting persons that no Form 5 was required.

ITEM 11.  EXECUTIVE COMPENSATION.

      Information  concerning  executive  compensation  paid by the  Company  is
contained in the sections captioned  "Executive  Compensation" and "Compensation
Committee  Report on Executive  Compensation" on pages 8 through 12 of the Proxy
Statement for the Annual Meeting of Stockholders of the Company to be held April
28, 1999, and is incorporated herein by reference.

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

      Information  concerning the ownership of equity  securities of the Company
by certain  beneficial  owners  and  management  is  contained  in the  sections
captioned  "Ownership By Certain  Beneficial Owners" and "Election of Directors"
on  pages  2  through  7 of the  Proxy  Statement  for  the  Annual  Meeting  of
Stockholders  of the  Company to be held  April 28,  1999,  and is  incorporated
herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      Information  concerning   transactions  with  management  and  others  and
indebtedness of management is contained in the section  captioned  "Transactions
with  Management"  on page 19 of the Proxy  Statement for the Annual  Meeting of
Stockholders of the Company to be held April 28, 1999 and is incorporated herein
by reference.

                                       19
<PAGE>

                                     PART IV

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


(A)   1.  Financial Statements:

      The  Registrant's  financial  statements,  together  with the  Independent
Auditors' Report, are incorporated herein by reference to the 1998 Annual Report
to Stockholders,  pages 49 through 62. With the exception of the  aforementioned
information and the information incorporated by reference into Items 2,5,6,7 and
8 of this report,  the Annual Report to Stockholders for the year ended December
31, 1998, is not to be deemed filed as a part of this report.  The  supplemental
financial  information  listed  below  should  be read in  conjunction  with the
financial  statements  in the Annual Report to  Stockholders  for the year ended
December 31, 1998.


(A)   2.  Financial Statement Schedule:                              Page

          Auditors' Report on Financial Statement Schedule            27

          Schedule
           Number          Description of Schedule
             II         Valuation and Qualifying Accounts             28

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

(B)   Reports on Form 8-K:

      1. The Registrant filed a report on 8-K dated June 11, 1998 related to the
Agreement to Lease Space on a more powerful  satellite.  The Registrant  filed a
report on 8-K dated July 16,  1998  related to the  acquisition  of the  capital
stock of Kavouras,  Inc. The Registrant  filed a report on 8-K/A dated September
11, 1998 related to the acquisition of the capital stock of Kavouras, Inc.

      No  reports  on Form 8-K were  filed by the  Registrant  during the fourth
quarter of the year ended December 31, 1998.

(C)   Exhibits:

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

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

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

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

                                       20
<PAGE>

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

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

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

      (d)      First  Amendment to  Registrant's  Employee  Stock Option Plan of
               1989.

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

      (f)      Second  Amendment to  Registrant's  Employee Stock Option Plan of
               1989.

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

      (h)      Third Amendment to Registrant's Stock Option Plan of 1989.

      (i)      Third  Amendment to  Registrant's  Non-Employee  Directors  Stock
               Option Plan.

      (j)      Fourth  Amendment  to Employee  Stock Option Plan of 1989.

      (k)      Fourth Amendment to Non-Employee Directors Stock Option Plan .
      (These  documents  are  included  as exhibits  to the  Registrant's  Proxy
      Statement  for the  Annual  Meeting of  Stockholders  to be held April 27,
      1994).
      
      (l)      Restated and amended  Non-Employee  Directors  Stock Option Plan.
      (This  document  is  included  as an  exhibit  to the  Registrant's  Proxy
      Statement  for the  annual  meeting of  stockholders  to be held April 26,
      1995).
     
      (m)      Senior   Subordinated  Note  dated  June  30,  1994  between  the
               Registrant  and  Equitable  Capital  Private  Income  and  Equity
               Partnership II, L.P.
      (These  documents  are  included as exhibits  to the  Registrant's  Annual
      Report on Form 10-K as filed March 28, 1995).
      
      (n)      Lease  agreement dated May 2, 1995 between the Registrant and The
               Prudential Insurance Company of America.

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

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

                                       21
<PAGE>

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

      (r)      First Amendment to Senior Subordinated Notes and Warrant Purchase
               Agreement  dated June 30, 1994 between  Registrant  and Equitable
               Capital Private Income and Equity Partnership II, L.P.
      (These  documents  are  included as exhibits  to the  Registrant's  Annual
      Report on Form 10-K as filed March 22, 1997).

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

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

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

      (v)      Fourth  Amendment  to the  lease  agreement  dated  May 2,  1995,
               between the Registrant and LAFP-SF,  Inc., successors in interest
               to The Prudential Insurance Company of America.
     
      (w)      Second  Amendment  to the Senior  Subordinated  Notes and Warrant
               Purchase  Agreement  dated June 30, 1994,  between the Registrant
               and Equitable  Capital Private Income and Equity  Partnership II,
               L.P.
      (These  documents  are  included as exhibits  to the  Registrant's  Annual
      Report on Form 10-K as filed March 27, 1997).

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

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

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

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

      (ab)     Asset  Purchase   Agreement  dated  July  1,  1997,  between  the
               Registrant and Cotton Communications Network, Inc.

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

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

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

                                       22
<PAGE>

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

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

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

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

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

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

      (am)     1997  Security  Agreement  dated  February  26, 1997  between the
               Registrant and a group of banks.

      (an)     Sixth  Amendment  to  Non-Employee  Directors Stock  Option Plan.

      (ao)     Seventh  Amendment to Non-Employee  Directors  Stock Option Plan.
      (These  documents  are  included as exhibits  to the  Registrant's  Annual
      Report on Form 10-K as filed March 30, 1998).

      (ap)     Asset  Purchase  Agreement  dated  February  5, 1998  between the
               Registrant and Market Information of Colorado, Inc.

      (aq)     Asset  Purchase   Agreement  dated  March  3,  1998  between  the
               Registrant, CDS Group, Inc. and Tim Huggins.

      (ar)     Stock  Acquisition  Agreement  dated  March  30,  1998  among the
               Registrant,  Stephen P.  Kavouras  and the  Stephen  P.  Kavouras
               Revocable  Trust under agreement dated September 13, 1995 and the
               Irrevocable  GST Trust for Stephen P.  Kavouras  under  agreement
               dated July 29, 1997.

      (as)     Stock  Purchase   Agreement   dated  March  30,  1998  among  the
               Registrant,  Stephen P.  Kavouras  and the  Stephen  P.  Kavouras
               Revocable  Trust under agreement dated September 13, 1995 and the
               Irrevocable  GST Trust for Stephen P.  Kavouras  under  agreement
               dated July 29, 1997.

      (at)     License Agreement dated April 6, 1998 between Kavouras,  Inc. and
               Earthwatch Communications, Inc.

      (au)     Option Agreement dated April 6, 1998 between  Kavouras,  Inc. and
               Earthwatch Communications, Inc.

                                       23
<PAGE>

      (av)     Asset  Purchase  Agreement  dated  April  23,  1998  between  the
               Registrant and SmartServ Online.

      (aw)     Stock  Purchase   Agreement   dated  May  27,  1998  between  the
               Registrant   and   Donald   W.   Bowles,   Excel   Interfinancial
               Corporation, Charter Financial Holdings, LLC, Steven L. Reynolds,
               and Douglas Vanderbilt.

      (ax)     Purchase Agreement dated October 14, 1998 between the Registrant,
               Asset Growth Corporation, Marcia C. Kennedy and Scott L. Brown.

      (ay)     Agreement and Plan of Merger dated  November 12, 1998 between the
               Registrant,  Weather  Services  Corporation  and  ABRY  Broadcast
               Partners II, L.P.

      (az)     Issue of Common Stock Purchase Warrant dated December 11, 1998 to
               Peter R.  Leavitt,  pursuant to the  Agreement and Plan of Merger
               dated as of November 12, 1998 between the Registrant, Merger Sub,
               WSC, and ABRY.

      (ba)     Issue of Common Stock Purchase Warrant dated December 11, 1998 to
               ABRY Broadcast Partners II, LP pursuant to the Agreement and Plan
               of Merger dated as of November  12, 1998  between the  Registrant
               Merger Sub, WSC, and ABRY.

      (bb)     Amendment  dated  January  12, 1999 to Stock  Purchase  Agreement
               dated May 27, 1998 between the  Registrant  and Donald W. Bowles,
               Excel  Interfinancial  Corporation,  Charter Financial  Holdings,
               LLC, Steven L. Reynolds, and Douglas Vanderbilt.

      (bc)     Letter of Intent  dated  January 26, 1999 to merge  wholly  owned
               subsidiary of the Registrant with SmartServ Online, Inc.

      (bd)     Consent to Prepayment of  Subordinated  Debt dated March 16, 1998
               between Registrant and a group of banks.

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

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

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

      (bh)     First Amendment to the 1997 Term Credit  Agreement dated February
               26, 1997 between the Registrant and a group of banks.

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

      (bj)     First Amendment to the 1997 Security Agreement dated February 26,
               1997 between the Registrant and a group of banks.

      (bk)     1998 Revolving  Credit  Agreement  dated December 7, 1998 between
               the Registrant and a group of banks.

                                       24
<PAGE>

      (bl)     First  Amendment to the 1998  Revolving  Credit  Agreement  dated
               December 7, 1998 between the Registrant and a group of banks.

      (bm)     1998 Term Credit  Agreement  dated  December 7, 1998  between the
               Registrant and a group of banks.


      (bn)     1998  Security  Agreement  dated  December  7, 1998  between  the
               Registrant and a group of banks.

      (bo)     Subsidiary Security Agreement dated June 1, 1998 between National
               Datamax, Inc. and a group of banks.

      (bp)     Subsidiary   Security   Agreement  dated  July  1,  1998  between
               Kavouras, Inc. and a group of banks.


(12)   Not applicable.
(13)   Registrant's 1998 Annual Report to Stockholders.
       (This document is hereby incorporated by reference.)
(16)   None.
(18)   None.
(21)   Subsidiaries.
(22)   None.
(23)   Consent of Deloitte & Touche LLP.
(24)   None.
(27)   Financial Data Schedule.
(28)   None.
(99)   Proxy  Statement  for the  Annual  Meeting  of  Stockholders  of the
       Registrant  to  be  held  April  28,  1999.   (This  document  is  hereby
       incorporated by reference.)




                                       25
<PAGE>




                                   SIGNATURES


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

Data Transmission Network Corporation,
a Delaware Corporation

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

Dated March 23, 1999.

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

<TABLE>
<CAPTION>

<S>                                                              <C> 
By:     /s/ Roger R. Brodersen                                   March 23, 1999
        -----------------------------------
        Roger R. Brodersen, Chairman of the
        Board, Chief Executive Officer
        and Director


By:     /s/ Greg T. Sloma                                        March 23, 1999
        -----------------------------------
        Greg T. Sloma, President and
        Chief Operating Officer
        and Director


By:     /s/ Roger W. Wallace                                     March 23, 1999
        -----------------------------------
        Roger W. Wallace, Senior Vice
        President, President-Ag Services
        Division and Director


By:     /s/ Scott A. Fleck                                       March 23, 1999
        -----------------------------------
        Scott A. Fleck, VP and Director of 
        Engineering


By:     /s/ Brian L. Larson                                      March 23, 1999
        -----------------------------------
        Brian L. Larson, Vice President,
        Chief Financial Officer, and
        Secretary


By:     /s/ David K. Karnes                                      March 23, 1999
        -----------------------------------
        David K. Karnes, Director


By:     /s/ J. Michael Parks                                     March 23, 1999
        -----------------------------------
        J. Michael Parks, Director


By:     /s/ Jay E. Ricks                                         March 23, 1999
        -----------------------------------
        Jay E. Ricks, Director


By:     /s/ Peter H. Kamin                                       March 23, 1999
        -----------------------------------
        Peter H. Kamin, Director
</TABLE>

                                       26
<PAGE>








INDEPENDENT AUDITORS' REPORT



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




      We have audited the considered  financial  statements of Data Transmission
Network  Corporation as of December 31, 1998 and 1997, and for each of the three
years in the period ended  December 31, 1998 and have issued our report  thereon
dated February 12, 1999;  such  financial  statements and report are included in
the 1998 Annual Report to Stockholders and are incorporated herein by reference.
Our audits also included the financial  statement  schedule of Data Transmission
Network Corporation, listed in Item 14(a)2. This financial statement schedule is
the responsibility of the Company's management. Our responsibility is to express
an  opinion  based on our  audits.  In our  opinion,  such  financial  statement
schedule, when considered in relation to the basic financial statements taken as
a whole,  presents  fairly in all material  respects the  information  set forth
therein.






DELOITTE & TOUCHE LLP


Omaha, Nebraska
February 12, 1999

                                       27
<PAGE>




                                                                     Schedule II



                      DATA TRANSMISSION NETWORK CORPORATION

                        VALUATION AND QUALIFYING ACCOUNTS

                  YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996



<TABLE>
<CAPTION>
                                   Balance at                         Charged to                            Balance at
                                   Beginning         Charged to          Other                                  End
Description                        of Period         Expenses          Accounts          Deductions          of Period
-----------------------------     -----------        ----------       ----------         ----------         -----------
Allowance for doubtful
accounts:

<S>                                 <C>               <C>                                    <C>                <C>     
Year ended December 31, 1998:       $810,000          $1,294,000             -               $804,000           $1,300,000

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

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






</TABLE>

                                       28