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

Filed by the Registrant  [ x ]

Check the appropriate box:

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

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

Payment of Filing Fee (Check the appropriate box):

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

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

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

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

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

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

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

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

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

[   ]  Fee paid previously with preliminary materials.

[   ]  Check box if any part of the fee is offset as provided by Exchange Act
       Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
       paid previously.  Identify the previous filing by registration statement
       number, or the Form or Schedule and the date of its filing.

          1)   Amount Previously Paid:
                                        ----------------------------------
          2)   Form, Schedule or Registration Statement No.:
                                                             -------------
          3)   Filing Party:
                            ----------------------------------------------
          4)   Date Filed:
                          ------------------------------------------------

                                       2



                                    - 282 -

<PAGE>

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


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON APRIL 23, 1997


     NOTICE IS HEREBY  GIVEN that the Annual  Meeting  of  Stockholders  of Data
Transmission Network Corporation,  a Delaware corporation (the "Company"),  will
be held at the Holiday Inn - Old Mill, 655 North 108th Avenue,  Omaha,  Nebraska
on  Wednesday,  April  23,  1997 at 10:00  A.M.  Omaha  time  for the  following
purposes, as more fully described in the accompanying Proxy Statement:

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

         2.     To consider and vote upon a proposal to approve an amendment
                to the Company's Stock Option Plan of 1989.

         3.     To consider  and vote upon a proposal to ratify the  appointment
                of Deloitte & Touche LLP independent auditors for the Company
                for the 1997 fiscal year.

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

     Any  action  may be  taken  on any one of the  foregoing  proposals  at the
meeting  on the date  specified  above,  or on any  date or  dates to which  the
meeting may be  adjourned.  The Board of  Directors of the Company has fixed the
close of business on March 5, 1997, as the record date for  determination of the
stockholders of the Company entitled to notice of and to vote at the meeting.

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

                                             BY ORDER OF THE BOARD OF DIRECTORS

                                             /s/   Brian L. Larson
                                             ------------------------------
Omaha, Nebraska                              Brian L. Larson
March 10, 1997                               Secretary

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

                                       3

                                    - 283 -
<PAGE>

<TABLE>
<CAPTION>

                      DATA TRANSMISSION NETWORK CORPORATION
                                Proxy Statement

                                     Index                                 Page
-------------------------------------------------------------------------------
<S>                                                                          <C>
Proxy Statement ...........................................................   1

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

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

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

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

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

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

Amendment to Employee Stock Option Plan ...................................  12

Approval of Appointment of Auditors .......................................  14

Transactions with Management ..............................................  14

Compensation Committee Interlocks and Insider Participation ...............  14

Stockholder Proposals for 1998 Annual Meeting .............................  14

Section 16(a) Beneficial Ownership Reporting Compliance ...................  14

Other Matters .............................................................  15

Miscellaneous .............................................................  15

Exhibit A - Fifth Amendment to Stock Option Plan of 1989 ..................  16

</TABLE>

                                       4

                                    - 284 -
<PAGE>


                                 PROXY STATEMENT

                         ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD APRIL 23, 1997


     This Proxy  Statement is furnished in connection  with the  solicitation of
proxies by the Board of Directors of Data Transmission  Network  Corporation,  a
Delaware  corporation  (the  Company"),  to be used  at the  Annual  Meeting  of
Stockholders (the "Meeting") to be held at the Holiday Inn - Old Mill, 655 North
108th Avenue, Omaha, Nebraska on Wednesday,  April 23, 1997, at 10:00 A.M. Omaha
time.  Stockholders  of  record at the  close of  business  on March 5, 1997 are
entitled  to  notice  of and to vote at the  Meeting.  The  Company's  principal
executive  offices  are  located at 9110 West  Dodge  Road,  Suite  200,  Omaha,
Nebraska 68114.

                                     PROXIES

     Proxies are being  solicited  by the Board of Directors of the Company with
all costs of the  solicitation  to be paid by the Company.  If the  accompanying
proxy is executed  and  returned,  the shares  represented  by the proxy will be
voted as specified therein. A stockholder may revoke any proxy given pursuant to
this  solicitation  by delivering  to the Company prior to the Annual  Meeting a
written  notice of  revocation or by attending the Meeting and voting in person.
This notice of Annual Meeting of Stockholders,  proxy statement and accompanying
proxy card are first being mailed to stockholders on or about March 14, 1997.

                                VOTING SECURITIES

     At March 5, 1997, the Company had issued and outstanding  11,063,020 shares
of the Company's $.001 par value common stock.  The Company effected a three for
one stock split on June 28, 1996, for  shareholders  of record on June 14, 1996.
The  Company  has  no  other  class  of  voting  securities  outstanding.   Each
stockholder  voting in the election of directors may cumulate such stockholder's
votes and give one  candidate a number of votes equal to the number of directors
to be elected  multiplied  by the  number of votes to which  such  stockholder's
shares are entitled, or may distribute such votes on the same principle among as
many candidates as the stockholder  chooses,  provided that votes cannot be cast
for more than the total number of  directors  to be elected at the Meeting.  The
seven  nominees  receiving  the most  votes at the  Meeting  will be  elected as
directors.  Each share has one vote on all other matters. An affirmative vote of
a majority of the shares  present in person or by proxy and  entitled to vote at
the  meeting is  required  for  approval  of all items  being  submitted  to the
stockholders  for their  consideration.

     In accordance  with  Delaware  law, a shareholder  entitled to vote for the
election of  directors  can  withhold  authority to vote for all nominees or for
certain nominees for directors. Abstentions from either or both of the proposals
to amend the Company's  Employee Stock Option Plan or to ratify the  appointment
of  auditors  are  treated as votes  against  the  particular  proposal.  Broker
non-votes  on either or both of the  proposals to amend the  Company's  Employee
Stock Option Plan or to ratify the appointment of auditors are treated as shares
as to which voting power has been  withheld by the  beneficial  holders of those
shares and,  therefore,  as shares not  entitled  to vote on the  proposal as to
which there is the broker non-vote.

                                       1

                                    - 285 -
<PAGE>

                                 PROPOSAL NO. 1

                              ELECTION OF DIRECTORS

     At the Meeting, the stockholders will elect a board of seven directors for
a term extending until the 1998 annual meeting of stockholders of the Company
and until their respective successors have been elected and qualify. The Board
of Directors has nominated for election or re-election as directors:  Roger R.
Brodersen, Robert S. Herman, David K. Karnes, J. Michael Parks, Jay E. Ricks,
Greg T. Sloma and Roger W. Wallace. All of the nominees presently are serving as
directors of the Company. Proxies may be voted for seven directors.

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

     Set forth below is certain information as of March 5, 1997, with respect to
the nominees for election as directors of the Company.  The information relating
to their  respective  business  experience  was furnished to the Company by such
persons.

<TABLE>
<CAPTION>


Nominee             Age  Positions and Offices with the Company   Director Since
-------             ---  --------------------------------------   --------------
<S>                 <C>  <C>                                           <C>
Roger R. Brodersen  51  Chairman of the Board,                         1984
                        Chief Executive Officer and Director

Robert S. Herman    44  Senior Vice President and Director             1984

David K. Karnes     48  Director                                       1989

J. Michael Parks    46  Director                                       1990

Jay E. Ricks        64  Director                                       1995

Greg T. Sloma       45  President, Chief Operating Officer             1993
                        and Director

Roger W. Wallace    40  Senior Vice President and Director             1984

</TABLE>

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

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

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

                                       2

                                    - 286 -
<PAGE>
     Mr.  Parks served as President  and Chief  Operating  Officer of First Data
Resources Inc. from November 1993 to December 1994 and President of the Merchant
Services Group of First Data Resources Inc. from December 1991 to November 1993.
He also served as President and Chief Executive Officer of Call Interactive,  an
affiliate of First Data Resources  Inc.,  from 1989 to 1991.  From 1976 to 1989,
Mr.  Parks served as  President  or Senior Vice  President  of various  American
Express Information Services Companies or their subsidiaries.

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

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

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

Board Meetings and Committees
-----------------------------

     The Board of Directors met four times during the fiscal year ended December
31, 1996.  During  fiscal  1996,  with the  exception of Mr.  Karnes who was not
present at one meeting of the Board of Directors,  all directors attended all of
the meetings of the Board of  Directors,  and related  committees  on which they
served. The Company does not have a Standing Nominating Committee.

     The Audit Committee  recommends the selection of the independent  auditors,
reviews the scope of the audits performed by them and reviews their audit report
and any recommendations made by them relating to internal financial controls and
procedures.  Members of the Audit Committee, which met twice during fiscal 1996,
are David K. Karnes, J. Michael Parks and Jay E. Ricks.

     The Compensation  Committee reviews and makes  recommendations to the Board
of Directors regarding officers' compensation and the Company's employee benefit
plans;  provided,  however, the Compensation Committee administers the Company's
Stock Option Plan of 1989 through its Stock Option Plan Subcommittee, consisting
of all members of the Compensation  Committee other than Greg T. Sloma.  Members
of the Compensation  Committee,  which met once during fiscal 1996, are David K.
Karnes, J. Michael Parks, Jay E. Ricks and Greg T. Sloma.

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

     During  fiscal 1996,  each member of the Board of Directors  who was not an
employee  of the Company  received  $1,000 for each Board of  Directors  meeting
attended,  $400 for each Audit  Committee  meeting  attended  and $1,000 for the
Compensation  Committee meeting attended.  Non-employee  members of the Board of
Directors also receive awards under the Company's  Non-Employee  Directors Stock
Option Plan (the "Non-Employee  Directors Plan").  Stock option grants under the
Non-Employee  Directors  Plan are automatic  and occur each time a  non-employee
director is elected, re-elected or appointed a director of the Company. In 1996,
David K. Karnes,  J. Michael  Parks and Jay E. Ricks each  received an option to
purchase  6,000 shares of the  Company's  common  stock at an exercise  price of
$17.33 per share.  The  Non-Employee  Directors Plan has been amended for fiscal
year 1997 to reduce  from 6,000 to 4,500 the number of shares for which  options
are to be awarded to each non-employee  director.  The exercise price of options
granted under the  Non-Employee  Directors  Plan is the fair market value of the
common stock on the date of the option grant.

                                       3

                                    - 287 -
<PAGE>

              OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth  information as to the beneficial  ownership
of the Company's  common stock by each person or group who, as of March 5, 1997,
to  the  knowledge  of the  Company,  beneficially  owned  more  than  5% of the
Company's common stock:

<TABLE>
<CAPTION>

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

<S>                                       <C>                              <C>
Roger R. Brodersen                        1,648,355(1)                     14.9%
16705 Ontario Plaza
Omaha, NE 68130

Furman Selz Incorporated                  1,090,110(2)                      9.9%
230 Park Avenue
New York, NY 10169

Wanger Asset Management, L.P.,            1,053,800(3)                      9.5%
 Wanger Asset Management Ltd.,
 and Ralph Wanger
227 West Monroe, Suite 3000
Chicago, IL 60606

Acorn Investment Trust,                     750,000(4)                      6.8%
 Series Designated Acorn Fund
227 West Monroe Street, Suite 3000
Chicago, IL 60606

Peter H. Kamin and Peak Investment          620,400(5)                      5.6%
 Limited Partnership as a group
One Financial Center, Suite 1600
Boston, MA 02111
----------------------------------
<FN>

(1)  This includes  80,000 shares subject to options  exercisable  within 60
     days of March 5, 1997, 39,150 shares held in a trust for the benefit of Mr.
     Brodersen's  children,  36,999 shares beneficially owned by Mr. Brodersen's
     spouse,   and  19,137  shares  allocated  to  Mr.  Brodersen   through  his
     participation in the Company's 401(k) Savings Plan.

(2)  According  to a Schedule  13G dated  February  14,  1997,  Furman Selz
     Incorporated has sole voting and sole dispositive power over such shares.

(3)  According  to a Schedule 13G dated  February  14,  1997,  Wanger Asset
     Management,  L.P.,  Wanger  Asset  Management  Ltd.,  and Ralph Wanger have
     shared voting and shared  dispositive power over such shares.  Such shares
     include  750,000 shares also shown in this table as  beneficially  owned by
     Acorn  Investment  Trust,   Series  Designated  Acorn  Fund.  Wanger  Asset
     Management, L.P. serves as investment adviser to such trust. Wanger Asset
     Management  Ltd. is the general  partner of Wanger Asset  Management,  L.P.
     Ralph Wanger is the principal stockholder of Wanger Asset Management Ltd.

(4)  According to a Schedule 13G dated February 14, 1997,  Acorn  Investment
     Trust has shared voting and shared dispositive power over such shares. Such
     shares also are shown in this table as  beneficially  owned by Wanger Asset
     Management, L.P. which is the investment advisor of Acorn Fund.

                                       4

                                    - 288 -
<PAGE>
 (5) According to a Schedule 13D,  amended through  December 30, 1994, and a
     telephone  conversation by the Secretary of the Company with Peter H. Kamin
     on January 31, 1997, Peak Investment  Limited  Partnership  ("Peak") is the
     beneficial  owner of 585,400 of these  shares for which it has sole  voting
     and sole dispositive  power.  Peter H. Kamin is the sole general partner of
     Peak with sole voting and sole  dispositive  power over the shares owned by
     Peak and therefore  also may be deemed to be the  beneficial  owner of such
     585,400  shares.  According  to the  Schedule  13D,  as  modified  by  such
     telephone  conversation,  Mr.  Kamin  also is the  beneficial  owner  of an
     additional  35,000 shares for which he has sole voting and sole dispositive
     power.
</FN>
</TABLE>

The following  table sets forth  information as to the shares of common stock of
the  Company  beneficially  owned as of March 5, 1997,  by each  director of the
Company,  by each nominee for election as a director of the Company,  by each of
the executive officers named in the Summary Compensation Table beginning on page
6, and by all directors and executive officers of the Company as a group:

<TABLE>
<CAPTION>

                                            Amount and Nature         Percent of
        Beneficial Owner                    of Ownership ( 1)          Class (2)
------------------------------------       ------------------          ---------

<S>                                          <C>                           <C>
Roger R. Brodersen                           1,648,355 ( 3)                14.9%

Robert S. Herman                               432,154 ( 4)                 3.9%

David K. Karnes                                 61,935 ( 5)                    *

James J. Marquiss                              138,586 ( 6)                 1.3%

J. Michael Parks                                44,999 ( 7)                    *

Jay E. Ricks                                    16,500 ( 8)                    *

Greg T. Sloma                                  152,349 ( 9)                 1.4%

Roger W. Wallace                               277,230 (10)                 2.5%

All directors and executive officers
as a group (15 persons)                       2,911,304 (11)                26.3%

* Less than 1.0%
------------------------------------
<FN>

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

( 2) Shares subject to options  exercisable  within 60 days of March 5, 1997
     are deemed to be  outstanding  for the purpose of computing the  percentage
     ownership  of persons  beneficially  owning such  options but have not been
     deemed to be  outstanding  for the  purpose  of  computing  the  percentage
     ownership of any other person.

( 3) Includes 80,000 shares subject to options exercisable within 60 days of
     March 5, 1997,  39,150  shares which are held in trust for Mr.  Brodersen's
     children,  36,999 shares  beneficially owned by Mr. Brodersen's spouse, and
     19,137 shares allocated to Mr. Brodersen  through his  participation in the
     Company's  401(k)  Savings  Plan.

                                       5

                                    - 289 -
<PAGE>
( 4) Includes 92,048 shares subject to options  exercisable  within 60 days
     of March 5, 1997, 6,645 shares beneficially owned by Mr. Herman's spouse,
     and 15,779 shares  allocated to Mr. Herman through his  participation  in
     the Company's 401(k) Savings Plan.

( 5) Includes 32,499 shares subject to options exercisable within 60 days of
     March 5, 1997.

( 6) Includes 63,874 shares subject to options exercisable within 60 days of
     March 5, 1997 and 14,712  shares  allocated  to Mr.  Marquiss  through  his
     participation in the Company's 401(k) Savings Plan.

( 7) Includes 30,999 shares subject to options exercisable within 60 days of
     March 5, 1997.

( 8) Includes 13,500 shares subject to options exercisable within 60 days of
     March 5, 1997.

( 9) Includes  123,000 shares subject to options  exercisable within 60 days
     of March 5, 1997, 4,212 shares  beneficially  owned by Mr. Sloma's children
     and 22,687 shares  allocated to Mr. Sloma through his  participation in the
     Company's 401(k) Savings Plan.

(10) Includes 92,048 shares subject to options  exercisable  within 60 days
     of March 5, 1997, 4,500 shares  beneficially owned by Mr. Wallace's spouse,
     and 15,832 shares allocated to Mr. Wallace through his participation in the
     Company's 401(k) Savings Plan.

(11) Includes 654,370 shares subject to options  exercisable within 60 days
     of March 5, 1997, 39,150 shares held in trust for the children of executive
     officers and  directors,  52,356  shares owned  beneficially  by spouses or
     children of executive  officers and directors,  and 96,666 shares allocated
     to executive  officers through their  participation in the Company's 401(k)
     Savings Plan.
</FN>
</TABLE>
                             EXECUTIVE COMPENSATION

     The  following  table  sets  forth  information  with  respect to the Chief
Executive  Officer  and the four  remaining  most highly  compensated  executive
officers of the Company for the fiscal year ended December 31, 1996.
<TABLE>
                           Summary Compensation Table
------------------------------------------------------------------------------------------

                                                               Long Term
                                      Annual Compensation     Compensation
                                  --------------------------- ------------

           (a)              (b)     (c)     (d)         (e)       (f)           (g)
-------------------------- -----  ------- ---------  --------  ----------  ---------------
                                                     Other     Securities
                                                     Annual    Underlying
Name and Principal                                   Compen-    Options      All Other
    Position               Year   Salary   Bonus     sation(1)  (shares)   Compensation(2)
-------------------------- ----   -------  --------  ---------  ---------  ---------------
<S>                        <C>   <C>        <C>        <C>     <C>            <C>
Roger R. Brodersen         1996  $179,172   $112,178   $0      240,000(3)     $9,500
Chairman, &                1995   172,000    147,897    0       30,000         9,240
Chief Executive Officer    1994   165,000     80,217    0       30,000         9,240

Greg T. Sloma              1996   145,996    147,707(4) 0       16,500(5)      9,500
President &                1995   140,000    131,466    0       18,000         9,240
Chief Operating Officer    1994   135,000     65,712    0       18,000         2,464

Robert S. Herman           1996   120,865     97,707    0        7,500         9,500
Senior Vice President      1995   115,000    131,466    0       15,000         9,240
                           1994   110,000     71,304    0       15,000         6,160

Roger W. Wallace           1996   120,858    108,390    0        7,500         9,170
Senior Vice President      1995   115,000    126,227    0       15,000         9,240
                           1994   110,000     70,108    0       15,000         7,204

James J. Marquiss          1996   120,858    108,390    0        6,000         9,170
Senior Vice President      1995   115,000    125,843    0       12,000         9,240
                           1994   110,000     62,540    0        9,000         6,902

                                       6

                                    - 290 -
<PAGE>
<FN>

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

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

(3)  This  amount  includes  225,000 shares  underlying a replacement  option
     issued to Mr.  Brodersen  in exchange  for the  surrender  of  outstanding,
     unexpired and unexercised options to acquire an aggregate of 117,999 shares
     previously  awarded to Mr.  Brodersen under the Company's Stock Option Plan
     of 1989. See Footnote 2 to the table captioned Option Grants In Last Fiscal
     Year for additional information concerning such replacement option.

(4)  This  amount  includes  a $50,000  bonus  awarded  to Mr.  Sloma for his
     performance  related  to  the  acquisition  of  Broadcast  Partners  by the
     Company.

(5)  This amount  includes  7,500 shares subject to an option awarded to Mr.
     Sloma for his performance  related to the acquisition of Broadcast Partners
     by the Company.
</FN>
</TABLE>

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

<TABLE>
<CAPTION>

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

      (a)               (b)           (c)          (d)         (e)       (f)
------------------  -----------  ------------  -----------  --------- ---------
                      Number of
                     Securities  Percent of
                     Underlying  Total Options
                      Options    Granted to     Exercise              Grant Date
                      Granted    Employees In     Price     Expiration  Present
     Name            (shares)(1)  Fiscal 1995  (Per share)     Date    Value (4)
------------------  -----------  ------------  -----------  --------- ----------

<S>                 <C>          <C>           <C>          <C>       <C>
Roger R. Brodersen  240,000(2)   46.1%         $15.50       1-05-06   $1,974,900

Greg T. Sloma         9,000       1.7%          15.50       1-05-06       74,100
                      7,500(3)    1.4%          20.83       5-13-06       82,900

Robert S. Herman      7,500       1.4%          15.50       1-05-06       61,700

Roger W. Wallace      7,500       1.4%          15.50       1-05-06       34,100

James J. Marquiss     6,000       1.2%          15.50       1-05-06       27,300
<FN>

(1)  Except as  indicated  in the  footnotes  to this  table,  the  options
     referred to in this table were granted by the Stock  Option Plan  Committee
     on January 5, 1996 under the Company's Stock Option Plan of 1989.

                                       7

                                    - 291 -
<PAGE>
(2)  This amount  includes  225,000 shares  underlying a replacement  option
     issued to Mr.  Brodersen  in exchange  for the  surrender  of  outstanding,
     unexpired and unexercised options to acquire an aggregate of 117,999 shares
     of common stock of this  corporation  previously  awarded to Mr.  Brodersen
     under the  Company's  Stock Option Plan of 1989.  The  surrendered  options
     exercisable  for  117,999  shares  were  considered  for  tax  purposes  as
     Incentive  Stock  Options  (ISO's),  whereas,  the  replacement  option for
     225,000  shares is  considered  for tax purposes as a  Non-Qualified  Stock
     Option.  The weighted  average  exercise price per share of the surrendered
     options was $6.28,  while the exercise price of the replacement  option was
     the fair market  value of the common stock on January 5, 1996 or $15.50 per
     share.

(3)  This amount represents shares underlying an option awarded to Mr. Sloma
     on May 13, 1996 for his performance related to the acquisition of Broadcast
     Partners by the Company.

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


<TABLE>
<CAPTION>

     The following table provides information on option exercises in fiscal 1996
and the  value of  unexercised  options  at  December  31,  1996  for the  Chief
Executive  Officer  and the four  remaining  most highly  compensated  executive
officers.

                 Aggregated Option Exercises In Last Fiscal Year
                        and Fiscal Year End Option Values
----------------------------------------------------------------------------------------------
                                          Number of Securities
                     Shares              Underlying Unexercised         Value of Unexercised
                    Acquired                Options at Fiscal          In-the-Money Options
                       On      Value        Year End (shares)          At Fiscal Year End(1)
                                        -----------  -------------  -----------  -------------
      Name          Exercise  Realized  Exercisable  Unexercisable  Exercisable  Unexercisable
------------------  --------  --------  -----------  -------------  -----------  -------------
<S>                   <C>          <C>     <C>          <C>          <C>          <C>
Roger R. Brodersen     -           $ 0          0       240,000             $0    $1,440,000

Greg T. Sloma.         -             0     85,500        57,000      1,395,500       709,500

Robert S. Herman       -             0     79,548        22,500      1,314,500       268,400

Roger W. Wallace       -             0     79,548        22,500      1,314,500       268,400

James J. Marquiss      -             0     54,874        17,000        908,900       202,000

<FN>
(1)  The closing "bid" price of the  Company's  common stock as quoted by NASDAQ
     on December 31, 1996 was $21.50.  The values shown are computed  based upon
     the difference  between this price and the exercise price of the underlying
     options.
</FN>
</TABLE>

                                       8

                                    - 292 -
<PAGE>
Performance Graph

     The following  performance  graph compares the performance of the Company's
common stock to the Center for Research in Securities Prices (CRSP) Total Return
Index for the NASDAQ Stock Market (U.S.  Companies) and to the CRSP Total Return
Industry Index for NASDAQ Telecommunications  Stocks. The graph assumes that the
value of the investment in the Company's Common Stock and each index was $100 at
December 31, 1991.

<TABLE>
<CAPTION>
                                                                   Nasdaq
                                     Nasdaq Total            Telecommunications
Year               DTN               Return Index               Industry Index
----               ---               ------------             ------------------
<C>                <C>                    <C>                         <C>
1991               100                    100                         100
1992               118                    116                         123
1993               219                    134                         189
1994               142                    131                         158
1995               410                    185                         207
1996               556                    227                         212
</TABLE>

                                    9

                                    - 293 -
<PAGE>
                          COMPENSATION COMMITTEE REPORT
                            ON EXECUTIVE COMPENSATION

Compensation Philosophy
-----------------------

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

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

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

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

Compensation Program Components
-------------------------------

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

     Base  Salary - Base pay  levels are  determined  by  reviewing  competitive
positions in the market,  including  comparisons with companies of similar size,
complexity and growth rates. Modest increases in base salary were recommended by
senior  management for fiscal 1996 for the Chief Executive Officer and the other
executive  officers named in the Summary  Compensation  Table, and the Committee
acted in accordance with this recommendation.

     Annual  Incentive  Compensation  - The  large  majority  of  the  Company's
employees,  including the  executive  officers,  participate  in an annual bonus
plan. For fiscal 1996, the bonus pool was eight percent of the Company's  income
before  income  taxes  and  depreciation  and  amortization  expenses  of  which
approximately 75% was earned and will be paid. The five executive officers named
in the Summary Compensation Table received approximately thirty-three percent of
this bonus pool.

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

                                       10

                                    - 294 -
<PAGE>

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

     The factors and criteria upon which Mr. Brodersen's  compensation was based
for  fiscal  year  1996 are the same as those  considered  by the  Committee  in
establishing the compensation  program for all of the executive  officers of the
Company  as  outlined  above.  The  annual  base  salary  of Mr.  Brodersen  was
established  by the  Committee on February 29, 1996 for the calendar  year 1996.
The Committee's  decision was based on Mr. Brodersen's  personal  performance of
his duties and on salary  levels to chief  executive  officers of  companies  of
similar size, complexity and growth rates.

      Mr.  Brodersen's 1996 fiscal year incentive cash compensation was based on
the actual financial performance of the Company. His annual cash bonus award was
based on the bonus pool described  above and  represented  approximately  seven
percent of the bonus pool awarded for 1996.

      An option grant for 15,000 shares was awarded to Mr.  Brodersen  under the
Company's  Employee Stock Option Plan based upon his  performance and leadership
with  the  Company.  The  grant  placed  a  significant  portion  of  his  total
compensation at risk,  since the value of the option depends on the appreciation
of the  Company's  common  stock over the option term.  On January 5, 1996,  Mr.
Brodersen also surrendered  unexpired and unexercised options previously awarded
to him under the plan in exchange for a  replacement  option.  Such  replacement
option was not considered as part of the Company's 1996 compensation program. It
was an isolated  occurrence where the Company  obtained  cancellation of options
with  exercise  prices  substantially  below fair market  value by  exchanging a
replacement  option with additional shares and an extended option term, but with
an exercise price equal to the fair market value of the common stock on the date
the replacement option was granted. See Footnote 2 to the table captioned Option
Grants  In  Last  Fiscal  Year  for  additional   information   concerning  such
replacement option.

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


                                       11

                                    - 295 -
<PAGE>
                                 PROPOSAL NO. 2

                     AMENDMENT TO EMPLOYEE STOCK OPTION PLAN

Description of Employee Stock Option Plan
-----------------------------------------

     The Company's Stock Option Plan of 1989 (the "Plan") provides for the grant
of  options  to  purchase  shares of the  Company's  common  stock to  full-time
employees of the Company.  The Plan is  administered  by a  subcommittee  of the
Compensation  Committee of the Board of Directors consisting of the non-employee
directors (the "Committee").

     Options  granted  under the Plan are  exercisable  pursuant to a three-year
vesting  schedule  and they  terminate  no later than ten years from the date of
their  grant.  If  employment  ends sooner than the end of an options  specified
exercise period,  the options  terminate six months after the termination of the
participant's  employment for any reason other than  disability or death. In the
event of disability or death, they terminate twelve months after such disability
or death.

     The Plan currently  reserves for issuance 2,100,000 shares of the Company's
common  stock.  The  maximum  number of shares for which  options may be granted
under the Plan was adjusted from 700,000 to 2,100,000 as a result of a three for
one stock  split  effective  June 28, 1997 for  stockholders  of record June 14,
1996. The Board of Directors proposes the adoption of the Fifth Amendment to the
Plan  which  accompanies  this  Proxy  Statement  as  Exhibit  "A"  (the  "Fifth
Amendment").  The  Fifth  Amendment  will  amend  the  Plan by  increasing  from
2,100,000  shares  to  2,800,000  shares  the total  number of shares  for which
options may be granted under the Plan.

     Subject to the express  provisions of the Plan,  the Committee has complete
authority,  in its  discretion,  to interpret the Plan and select those eligible
participants  to whom and the terms  upon which  options  shall be  granted.  No
options shall be granted at an exercise  price less than 100% of the fair market
value of the  shares at the date of the grant.  As of March 5, 1997,  the market
value of the shares of common  stock of the Company,  determined  by the closing
"bid" price of such shares as  reported by the NASDAQ  system for such day,  was
$23.38 per share. No cash consideration is to be received by the Company for the
granting of options pursuant to the Plan.

     In the event of any changes in the number of issued  shares  through  stock
splits, dividends, or other change in capitalization, the total number of shares
under the Plan is to be adjusted  so that the  aggregate  consideration  due the
Company and the value of each benefit shall not change.

Plan Activity
-------------

     As of March 5, 1997,  options to purchase an aggregate of 388,344 shares of
common stock issued under the Plan had been  exercised,  and options to purchase
1,587,576  shares were  outstanding.  Without  taking into  account the proposed
amendment to the Plan, 124,080 shares remained available for future grants as of
March 5, 1997.

     The table under the caption  "Option  Grants in Last Fiscal Year"  provides
information  with  respect to the grant of  options  under the Plan to the Chief
Executive Officer and the next four most highly  compensated  executive officers
during fiscal year 1996. The following table sets forth  additional  information
with  respect to options  granted  under the Plan during the fiscal year 1996 to
certain groups:

                                       12

                                    - 296 -
<PAGE>
<TABLE>
<CAPTION>
                                                                         Option
                                          Weighted Average               Shares
Identity of Group                          Exercise Price               Granted
---------------------------               ----------------              --------
<S>                                             <C>                      <C>
All executive officers as a
group (12 persons)                              $15.63                   298,500

Non-executive officer
employees as a group
(approximately 610 persons)                     $15.53                   222,300

</TABLE>

Certain United States Federal Income Tax Information
----------------------------------------------------

     The Plan  provides for the  issuance of both  incentive  stock  options and
non-qualified options. The two types of options are subject to differing federal
income tax treatment.  There  generally are no federal  income tax  consequences
either to the  participant  or the Company upon the grant of an option under the
Plan. Upon the exercise of an incentive stock option,  the participant  will not
recognize  any  income  for income tax  purposes,  and the  Company  will not be
entitled to a deduction for income tax purposes, although such exercise may give
rise to a liability on the part of the participant under the alternative minimum
tax  provisions of the Internal  Revenue  Code.  Generally,  if the  participant
disposes of shares  acquired  upon the  exercise of an incentive  stock  options
within two years after the date of grant or one year after the date of exercise,
the  participant  will recognize  compensation  income,  and the Company will be
entitled to a deduction for income tax purposes,  in the amount of the excess of
the fair market  value of the shares of common  stock of the Company on the date
of  exercise  over the option  exercise  price (or the gain upon such  sale,  if
less).  Otherwise,  the Company will not be entitled to any deduction for income
tax purposes upon the disposition of such shares,  and the participant's  entire
gain will be treated as a capital  gain.  Upon the  exercise of a  non-qualified
stock  option,  the amount by which the fair market value of the common stock of
the Company on the date of exercise  exceeds the option exercise price generally
will be taxable to the participant as compensation  income and generally will be
deductible for income tax purposes by the Company.  The disposition of shares of
common stock of the Company acquired upon the exercise of a non-qualified  stock
option  generally will result in a capital gain or loss for the  participant but
will have no tax consequences for the Company.

Amendment To Employee Stock Option Plan
---------------------------------------

     The Board of Directors  has  unanimously  approved,  and  recommends to the
stockholders  for their approval and adoption,  the Fifth  Amendment to the Plan
which will increase  from  2,100,000 to 2,800,000 the total number of shares for
which  options  may be  granted  under the  Plan.  The  Board of  Directors  has
determined  that the  ability of the  Company to  continue to attract and retain
highly  qualified  employees will be enhanced by the continued  grant of options
under the Plan and,  accordingly,  recommends  a vote FOR  adoption of the Fifth
Amendment.  The  affirmative  vote of a majority of the shares of the  Company's
common  stock  present in person or by proxy at the meeting is required  for the
adoption of the Fifth Amendment.

     The full text of the amended Plan is available to any  shareholder  without
charge by oral or written request to the Company  Secretary,  Data  Transmission
Network Corporation, 9110 West Dodge Road, Suite 200, Omaha, NE 68114, telephone
(402) 390-2328.  A copy of the Plan document will be sent by first class mail to
the  requesting  party  promptly  upon  receipt of the  request  by the  Company
Secretary.

                                       13

                                    - 297 -
<PAGE>
                                 PROPOSAL NO. 3

                       APPROVAL OF APPOINTMENT OF AUDITORS

     The Board of Directors has, upon the recommendation of the Audit Committee,
appointed  the firm of  Deloitte & Touche LLP to audit the  Company's  financial
statements for the fiscal year ending December 31, 1997, subject to ratification
by the  stockholders  of the  Company.  Deloitte  &  Touche  LLP  served  as the
Company's auditors for the 1996 fiscal year.

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

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

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

                          TRANSACTIONS WITH MANAGEMENT

    No reportable  transactions  occurred during fiscal 1996 between the Company
and its officers and directors.

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The  following  directors  served  on  the  Compensation  Committee  of the
Company's Board of Directors:  David K. Karnes,  J. Michael Parks,  Jay E. Ricks
and Greg T.  Sloma.  Mr.  Sloma,  because he is an officer  and  employee of the
Company,  abstains from all votes dealing with officer compensation.  Also, only
Mr.  Karnes,  Mr.  Parks and Mr.  Ricks are  members  of the Stock  Option  Plan
Subcommittee of the Compensation Committee which administers the Company's Stock
Option Plan of 1989.

                  STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING

     Proposals of stockholders  for which  consideration  is desired at the 1998
Annual  Meeting of  Stockholders  must be  received by the Company no later than
December 31, 1997,  in order to be  considered  for  inclusion in the  Company's
proxy  statement and form of proxy relating to such meeting.  Any such proposals
shall be  subject  to the  requirements  of the proxy  rules  adopted  under the
Securities Exchange Act of 1934, as amended.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange  Act"),  requires  the  Company's  directors,  executive  officers and
holders  of more  than  10% of the  Company's  common  stock  to file  with  the
Securities and Exchange  Commission  initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
The Company  believes that during the fiscal year ended  December 31, 1996,  its
executive  officers,  directors  and  holders of more than 10% of the  Company's
common  stock  complied  with all Section  16(a) filing  requirements,  with the
following exception.  James J. Marquiss,  an officer,  filed one late Form 4 for
the month of November 1996 with respect to a single transaction involving shares
of the  Company's  Common  Stock sold by him during such month.  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

                                       14

                                    - 298 -
<PAGE>
                                  OTHER MATTERS

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

                                  MISCELLANEOUS

     The cost of  solicitation  of  proxies  will be borne by the  Company.  The
Company will,  upon request,  reimburse  brokerage  firms and other  custodians,
nominees and  fiduciaries  for reasonable  expenses  incurred by them in sending
proxy  material  to the  beneficial  owners  of Common  Stock.  In  addition  to
solicitations by mail, directors, officers, and regular employees of the Company
may solicit proxies  personally or by telegram or telephone  without  additional
compensation.  The  Company  has  retained  First  National  Bank of Omaha,  the
Company's stock transfer agent, to assist in the  distribution  and solicitation
of proxies at a cost of  approximately  $3,000,  including the  reimbursement of
certain expenses.

     The  Company's   Annual  Report  to   Stockholders,   including   financial
statements,  has been  mailed to all  stockholders  of record as of the close of
business on March 5, 1997. Any  stockholder  who has not received a copy of such
Annual  Report may obtain a copy by writing the Company.  Such Annual  Report is
not to be treated as a part of this proxy  solicitation  material  nor as having
been incorporated herein by reference.

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

                                                   THE BOARD OF DIRECTORS

Omaha, Nebraska
March 10, 1997


     A COPY  OF THE  FORM  10-K  AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE
COMMISSION, EXCLUDING EXHIBITS, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS
AS OF THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY,  DATA  TRANSMISSION
NETWORK CORPORATION, 9110 WEST DODGE ROAD, SUITE 200, 0MAHA, NEBRASKA 68114.


                                       15

                                    - 299 -
<PAGE>
                                    Exhibit A

                               FIFTH AMENDMENT TO
                      DATA TRANSMISSION NETWORK CORPORATION
                            STOCK OPTION PLAN OF 1989

                                    PREAMBLE

     Data  Transmission  Network   Corporation,   a  Delaware  corporation  (the
"Company"),  adopted the Data Transmission Network Corporation Stock Option Plan
of 1989 (the "Plan")  effective as of February 15, 1989. The Plan was previously
amended  by a First  Amendment  effective  as of  January  15,  1990,  a  Second
Amendment effective as of January 2, 1991, a Third Amendment effective as of May
1, 1991 and a Fourth Amendment effective as of January 3, 1994. In addition,  in
accordance  with Section 4 of Article I of the Plan,  the terms of the Plan were
adjusted to reflect the effect of a three for one stock split implemented by the
Company on June 28, 1997. Section 1 of Article III of the Plan provides that the
Board of  Directors of the Company or any  authorized  committee of the Board of
Directors  may from  time to time  amend  the  Plan  with  shareholder  approval
required  under  certain  circumstances.  Except as modified by or  specifically
defined in this Fifth Amendment,  capitalized terms used in this Fifth Amendment
shall have the meanings given to such terms in the Plan.

                                    AMENDMENT

     Subject to ratification  and approval by the shareholders of the Company at
their  annual  meeting  to be held on the 23rd day of April,  1997,  the Plan is
hereby amended, effective as of May 1, 1997, as follows:

     1.  Subsections (a) and (b) of Section 1 of Article II of the Plan shall be
amended by  increasing  from  2,100,000 to 2,800,000  Shares the total number of
Shares for which Options may be granted under the Plan.

     2. Except as  specifically  amended by this Fifth  Amendment,  the Plan, as
previously amended, shall remain in full force and effect and is hereby ratified
and confirmed.

                                       16

                                    - 300 -
<PAGE>

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                                       17

                                    - 301 -
<PAGE>






















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


                                       18

                                    - 302 -
<PAGE>

                  DATA TRANSMISSION NETWORK CORPORATION PROXY
            Annual Meeting of Stockholders To Be Held April 23, 1997

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


The  undersigned  hereby  appoints  Roger R.  Brodersen and Brian L. Larson,  or
either of them, as proxies of the  undersigned,  with full power of substitution
to either of them, and hereby  authorizes  them to vote as designated  below all
shares of common stock of Data Transmission  Network  Corporation held of record
by the  undersigned on March 5, 1997 at the Annual Meeting of Stockholders to be
held on April 23,  1997 and at any  adjournments  thereof  (a) on the  following
matters and (b) on any other  matters that  properly may come before the meeting
or any adjournments thereof:


1.  ELECTION OF DIRECTORS

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

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


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

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


2.   PROPOSAL TO AMEND STOCK OPTION PLAN OF 1989.

          FOR
     -----

          AGAINST
     -----

          ABSTAIN
     -----


3.   RATIFICATION  OF  APPOINTMENT  OF  DELOITTE  &  TOUCHE  LLP as  independent
     auditors of the Corporation for fiscal year ending December 31, 1997

                AGAINST                                 ABSTAIN
          ----                                     ----

This proxy will be voted as specified.  IF NO SPECIFICATION IS GIVEN, THIS PROXY
WILL BE  VOTED  FOR THE  PROPOSALS  SET  FORTH  ABOVE.  The  undersigned  hereby
acknowledges  receipt of the Notice of Annual  Meeting of  Stockholders  of Data
Transmission  Network  Corporation  to be held on April  23,  1997 and the Proxy
Statement for such meeting.

Dated                             , 1997
      ---------------------------          -----------------------------------


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

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





                                      -19-
<PAGE>


                                    - 303 -
<PAGE>