UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                          FORM 10-Q
                              
   Quarterly Report Pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934
                              
   For the quarterly period ended            June 30, 1997
                              
             Commission File Number     1-13424
                              
              Data Systems Network Corporation

 
Michigan                                                   38-2649874

(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

34705 W. 12 Mile Rd., Suite 300                             48331
Farmington Hills, Michigan
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:
(248) 489-8700

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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

YES [X]        NO [ ]

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12,13
or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by
a court.

YES [X]           NO[ ]

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical
date:
Common Stock, $.01 Par Value -  4,597,331 shares as of
July 31, 1997
<PAGE>
PART I.  - FINANCIAL INFORMATION

ITEM I. - FINANCIAL STATEMENTS.


                         DATA SYSTEMS NETWORK CORPORATION
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (unaudited)


                       For the Three Months           For the Six Months
                       Ended June 30,                 Ended June 30,


                          1997          1996             1997         1996
                       ----------    -----------      ----------    ---------
REVENUES:

  Net sales               $16,433,077    $5,554,100      $30,234,570  $9,800,449
  Service revenue           5,230,874       744,474        9,292,935   1,511,989
                          -----------    -----------     -----------   ---------
    Total revenues         21,663,951     6,298,574       39,527,505  11,312,438

COST OF REVENUES:

  Cost of sales            12,784,118     4,945,583       23,144,711   8,674,407
  Cost of service           3,963,714       327,886        6,846,152     561,686
                          -----------   -----------      -----------   ---------
   Total cost of 
     revenues              16,747,832     5,273,469       29,990,863   9,236,093

GROSS PROFIT                4,916,119     1,025,105        9,536,642   2,076,345

OPERATING EXPENSES:

  Selling expenses          2,220,531       561,593        4,673,003   1,034,741
  General and administrative
   expenses                 1,229,308       449,448        2,440,264     853,805
                           ----------    ----------       ----------   ---------
   Total operating expenses 3,449,839     1,011,041        7,113,267   1,888,546

INCOME FROM OPERATIONS      1,466,280        14,064        2,423,375     187,799

INTEREST INCOME(EXPENSE):

   Interest expense         (429,406)     (102,427)        (710,980)   (194,805)
   Interest income            80,051        50,716          112,333     135,916
   Other income               54,691        94,648           61,646      94,648
                          -----------     ---------        ----------  ---------
    Total interest 
     expense, net           (294,664)       42,937         (537,001)     35,759

INCOME BEFORE INCOME TAXES
  AND MINORITY INTEREST    1,171,616        57,001        1,886,374     223,558


MINORITY INTEREST IN 
  SUBSIDIARY                                11,880                      (41,147)
                         -------------    ----------      ------------  --------
INCOME BEFORE INCOME TAXES 1,171,616        68,881        1,886,374     182,411

INCOME TAXES                (468,646)          -           (754,546)
                         -------------    -----------     ----------    --------
NET INCOME                 $ 702,969      $ 68,881       $1,131,828    $182,411
                         =============    ===========     ==========   =========

<PAGE>

                                   DATA SYSTEMS NETWORK CORPORATION
                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (UNAUDITED)

                                    For the Three Months Ended June 30,
                               -------------------------------------------
                               1997          1997         1996       1996
                               ---------   --------    --------   --------
                                            Fully                   Fully
                               Primary      Diluted     Primary     Diluted
                               ---------   --------    --------   ---------
EARNINGS PER COMMON SHARE      $0.16        $0.15      $0.03      $0.02
                               ==========  ========    =========  =========

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING           4,346,074   4,702,465   2,589,903  2,889,903
                               ==========  =========   =========  =========

                                     For the Six Months Ended June 30,
                               ---------------------------------------------
                                1997         1997        1996        1996
                               ---------     --------    --------    -------
                                             Fully                   Fully
                                Primary      Diluted      Primary    Diluted
                               ---------     --------    ---------   --------
EARNINGS PER COMMON SHARE      $0.29         $0.27       $0.07       $0.06
                               =========     ========    =========   ========

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING           3,906,096     4,262,737   2,589,903   2,889,903
                               =========     =========   =========   =========
      See Accompanying Notes to the Condensed Consolidated Financial Statements.
<PAGE>
                                  DATA SYSTEMS NETWORK CORPORATION
                                CONDENSED CONDOLIDATED BALANCE SHEETS


                                              June 30,          Decenber 31,
                                               1997                1996
                                              -------------     ------------- 
                                               (Unaudited)       

                 ASSETS

CURRENT ASSETS:
  Cash and cash equivalent                     $  7,023,149     $  1,522,434
  Accounts receivable (net of allowance of
   $292,994 and $67,609 at June 1997 and 
   December 31, 1996, respectively)              20,043,785       12,102,794
  Notes receivable                                  616,787          564,059
  Inventories                                     3,724,800        2,563,201
  Other current assets                            1,216,923          646,112
                                               ------------     ------------
     Total current assets                        32,625,444       17,398,600

SERVICE PARTS,net                                 1,349,439        1,471,284

PROPERTY AND EQUIPMENT, net                       1,715,976        1,811,923

GOODWILL,net (Note 3)                             4,166,415        4,291,312

OTHER ASSETS                                        384,549          549,056
                                                  ---------        ---------
TOTAL ASSETS                                    $40,241,823      $25,522,175
                                                ===========      ===========

            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Bank line of credit (Note 2)                  $14,474,501     $ 9,225,311
  Accounts payable                                7,942,742       7,594,346
  Accrued liabilities                             1,617,465         813,831
  Deferred maintenance revenues                   1,116,642       1,256,566
                                                 -----------    -----------
    Total current liabilities                    25,151,350      18,889,954

LONG-TERM DEBT                                       75,000          75,000

STOCKHOLDERS' EQUITY
  Preferred stock, authorized 1,000,000, none
   outstanding
  Common stock ($.01 par value; authorized
   10,000,000 shares;issued and outstanding
   4,596,206 and 3,255,000 shares at June 30, 1997
   and December 31, 1996, respectively)             45,962          32,550
  Additional paid-in capital                    16,450,374       9,139,153
  Accumulated deficit                           (1,480,863)     (2,614,482)
                                                ------------    -----------
    Total stockholders' equity                  15,015,473       6,557,221
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $40,241,823     $25,522,175
                                               ===========     ===========
  See Accompanying Notes to the Condensed Consolidated Financial Statements.

                           DATA SYSTEMS NETWORK CORPORATION
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (Unaudited)

                                   For the Six Months Ended June 30,
                                        1997               1996
                                      ----------           ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                          $ 1,131,828           $  182,411
  Adjustments to reconcile net income
   to net cash provided by operating
   activities:                    
  Minority interest in subsidiary                              41,147
  Depreciation and amortization          296,402              189,188
  Provision for doubtful receivables     225,385               30,545
  Provision for inventory obsolescence   208,463               16,881
  Changes in asets and liabilities that
    provided(used)cash, net of effects
    of acquisition:

    Accounts receivable               (8,166,376)            605,683
    Notes receivable                     (52,728)           (461,384)
    Inventories                       (1,233,270)              5,169
    Other current assets                (570,811)            (47,514)
    Service parts                        (51,840)            148,946
    Other assets                         164,507              (3,460)
    Accounts payable                     348,396            (802,650)
    Accrued liabilities                  803,634            (223,652)
    Deferred maintenance revenues       (139,924)            (23,483)
                                       ----------           ----------
      Net cash used in operating 
       activities                      (7,036,355)          (342,133)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of property and 
    equipment, net                        (36,873)          (516,391)
  Purchase of UNS common stock                                (7,000)
  Exercise of warrants and conversion
    into common stock, net              7,324,633
                                        ---------           ---------
      Net cash provided by (used in)
        investing activities            7,287,760           (523,391)
                                        ---------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings under bank line 
    of credit                           5,249,290             94,257
  Payment of principal on longterm debt                     (115,401)
  Increase in long-term debt                                 181,605
                                        ----------          ----------
    Net cash provided by financing
      activities                        5,249,290            160,461
                                        ---------            ----------

NET INCREASE(DECREASE) IN CASH
  AND CASH EQUIVALENTS                  5,500,715            (705,063)

CASH AND CASH EQUIVALENTS AT BEGINNING 
  OF PERIOD                             1,522,434            3,171,544
                                        ----------           ----------
CASH AND CASH EQUIVALENTS AT END
  OF PERIOD                             $7,023,149          $2,466,481
                                        ==========          ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS:
  Cash paid during the period for:
        Interest                           710,980             194,805
                                         ==========          ==========
        Income taxes                        NONE                NONE
                                         ==========          ==========
  See Accompanying Notes to the Condensed Consolidated Financial Statements.
  OF PERIOD                             
<PAGE> 
 

DATA SYSTEMS NETWORK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 1997

  Note 1. Basis of Presentation

The accompanying unaudited, condensed consolidated financial
statements of Data Systems Network Corporation ("Company")
have been prepared in accordance with generally accepted
accounting principles for interim financial information and
should be read in conjunction with the Company's audited
consolidated financial statements and notes contained in the
Company's Form 10-K for the year ended December 31, 1996.
The condensed consolidated financial statements include all
adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of results of  operations
for the periods presented. The results of such interim
periods are not necessarily indicative of the results of
operations for the full year.  The accompanying consolidated
financial statements include the financial statements of
Data Systems Network Corporation and its 70%-owned
subsidiary, Unified Network Services, Inc. ("UNS").  All
significant intercompany balances and transactions have been
eliminated in consolidation.

Note 2. Bank Line

The Company has a bank line of credit bearing interest equal
to the bank's prime rate (effective rate of 8.5% at June 30,
1997). Borrowing limits are determined based on a collateral
formula  which  includes 85% of qualified trade  receivables
and  25%  of  eligible  inventory  and  spare  parts  up  to
$2,250,000.  The  term of the current agreement  extends  to
November  30  1997,  is  renewable  annually  and   can   be
terminated at any time by the borrower or lender. As of June
30,  1997, approximately $1 million was available under this
line,  with a total loan outstanding of approximately  $14.5
million.

The bank line of credit agreement contains certain covenants
requiring the Company's receivables to be genuine and free
of all other encumbrances and requiring the Company's
inventory  to be kept at designated locations and free from
all other encumbrances.

Note 3.  Goodwill

During the first quarter of 1996, the Company purchased 70%
(7,000 shares) of  the common stock of UNS for $7,000 and during
the third quarter of 1996, the Company purchased the assets and
operations of The Network Services Group of SofTech, Inc.
("SofTech") and assumed certain liabilities from SofTech.  Each
acquisition has been accounted for as a purchase and each
purchase price was allocated to the net assets acquired based
upon their estimated fair market value.  The excess of the
purchase price over the estimated fair market value of the net
assets acquired  is being accounted for as goodwill and is being
amortized over 20 years using a straight-line method.

Note 4.  Credit Line

The  Company is party to a secured finance agreement with IBM
Credit Corporation. As of  June 30, 1997, the agreement extended
a maximum of $2,000,000 in secured funds to be used exclusively
for the acquisition of inventory for resale, limited to those
products manufactured by Apple, Compaq, Hewlett Packard, IBM and
Lexmark. Use of this credit line is at the Company's option. To
secure payment of all debt incurred under this agreement, IBM
Credit Corporation was granted a first security interest in the
Company's  financed inventory equal to the amount of the
outstanding debt.  This agreement allows for thirty (30) day
interest free financing of eligible inventory  and a variable
discount from the invoice price for eligible product purchases
paid for within fifteen days from the date of invoice.  This
agreement can be terminated at any time by the Company or the
lender.  The terms and conditions of this financing agreement can
be changed at the discretion of IBM Credit Corporation.  The
amount outstanding at June 30, 1997 is approximately $1,171,000
and has been included in accounts payable.

Note 5. Redemption of Warrants

In February 1997, the Company called all of its then outstanding
Redeemable Common Stock Purchase Warrants ("Warrants")  for
redemption as of March 10, 1997 pursuant to the Warrant
Agreement, dated October 28, 1994, setting forth the terms of the
Warrants. Approximately 99% of the Warrants were exercised on or
prior to the date of redemption at a price of $6.25 per Warrant,
resulting in net proceeds of approximately $7,300,000.  In
connection with the receipt of consent to the redemption, the
Company agreed to file a registration statement with the
Securities and Exchange Commission with respect to 60,000 units,
consisting of two common shares and two warrants to purchase an
additional two common shares ("Units") which may be purchased
upon exercise of a warrant issued to the  underwriters'
representatives in the Company's initial public offering. The
registration of the units and the 240,000 common shares
underlying the Units was completed in July 1997.

During the first quarter of 1997, the Company's bank lender also
exercised 85,000 warrants for nominal consideration held in
connection with the Company's prior reorganization. Such shares
had been included in paid in capital and in the calculation of
earnings per share and therefore, the par value of $850 has been
reclassified to common stock.

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

The following analysis of financial condition and results of
operations of the Company should be read in conjunction with
the Company's financial statements and notes thereto
included under Item 1. Financial Statements.

RESULTS OF OPERATIONS

REVENUES.   Total revenues increased 244% to  $21.6  million
for  the  three months ended June 30, 1997 from $6.3 million
for  the same period in 1996.  For the six months ended June
30,  1997,  total revenues increased 249% to  $39.5  million
from  $11.3  million  for the same period  in  1996.   These
increases were attributable primarily to the acquisition  of
the  Network  Systems  Group of  SofTech,  Inc.  ("NSG")  in
September 1996 and the Company's expansion into the  eastern
region  of the United States in the fourth quarter of  1996.
A  significant  portion of the increase was attributable  to
the substantial contract with the State of Michigan assigned
to  the Company as part of the NSG acquisition.  Although  a
portion of the contract has been extended to April 1998, the
remainder  expires  in  August 1997.   The  Company's  sales
management team has been meeting with representatives of the
State  of Michigan on a continued basis to improve the terms
of  the  current  contract and to work towards  securing  an
extension of the remainder of the contract or the award of a
new   contract.   As  with  all  of  the  Company's  service
contracts,  there can be no assurance that the remainder  of
the State of Michigan contract will be extended or that,  if
rebid,  the Company will be awarded a new contract on  terms
and  conditions  which  are at least  as  favorable  to  the
Company   as   the  current  contract.   The  Company   also
experienced significant growth in the eastern region of  the
United  States  and  believes that the  anticipated  revenue
growth  from this region will offset any potential  loss  of
revenue  if  the  State of Michigan contract  is  not  fully
renewed.

Net  sales increased to $16.4 million and $30.2 million  for
the  three and six months ended June 30, 1997, respectively,
from  $5.6 million and $9.8 million during the same  periods
in  1996,  due primarily to the acquisition of NSG  and  the
eastern  region expansion.  Returns and allowances decreased
to  1%  as a percentage of net sales for the three  and  six
months ended June 30, 1997 from 3.7% during the same periods
in  1996  due  to  the  increase in the  Company's  presales
support  resources  used  to  more  accurately  assess   the
customer's equipment needs.

Service  revenues increased $4.5 million to 24.2%  of  total
revenues in the three months ended June 30, 1997 from  11.8%
in  the  corresponding period of 1996.  For the  six  months
ended June 30, 1997, service revenues increased $7.8 million
to  23.5%  of  total revenues, compared  to  13.4%  for  the
corresponding  period of 1996.  A significant percentage  of
the  service  revenue increases resulted primarily  from  an
increase in maintenance revenues from the State of  Michigan
contract  and  secondarily from training,  installation  and
project service revenues generated from the eastern region.

COST  OF REVENUES.  The cost of revenues decreased to  77.3%
and  75.9%  of total revenues for the three and  six  months
ended June 30, 1997, respectively, from 83.7% and 81.6%  for
the same periods in 1996.

The cost of service revenue increased to 75.8% and 73.7%  of
service revenues for the three and six months ended June 30,
1997,  respectively,  from 73.7%  and  37.2%  for  the  same
periods in 1996.  These increases were due primarily to  the
Company's investment in additional technical personnel which
increased  both pre- and post- sale field support  headcount
to  prepare for the anticipated growth in service offerings.
The  increase  in the cost of service revenue  for  the  six
months  ended June 30, 1997 was also due to the  utilization
during  the period of third party subcontractors to  support
installations  in areas where the Company does  not  have  a
physical presence.

The  cost of sales decreased to 77.8% and 76.6% of net sales
for   the  three  and  six  months  ended  June  30,   1997,
respectively,  compared  to 89.0% and  88.5%  for  the  same
periods  in  1996.  The Company attributes  these  decreases
primarily  to  the  success of its efforts  to  shift  sales
toward higher margin advanced technology products.

OPERATING  EXPENSES.   Selling, general  and  administrative
expense  decreased to 15.9% of total revenue for  the  three
months  ended  June  30, 1997 compared  to  16.0%  of  total
revenue  for  the  same  period in  1996.   The  Company  is
beginning  to  benefit from economies of  scale  which  have
enabled  it  to increase its revenue base at a  faster  rate
than its personnel costs have increased.

Selling,  general  and administrative expense  increased  to
17.9%  of  total revenue for the six months ended  June  30,
1997  compared to 16.7% for the same period  in  1996.   The
increase was primarily due to increases in customer service,
accounting  and distribution personnel and the expansion  of
internal  network and communication systems in  anticipation
of the increase in revenues and business volume.

OTHER (EXPENSE) INCOME.  Interest expense for the three  and
six  months  ended  June  30, 1997  increased  $327,000  and
$516,000,  respectively, compared to  the  same  periods  in
1996.  The increases reflect the Company's need to borrow to
support  its  increased  business activity  and  to  support
increased  levels  of  receivables  and  inventory.    These
increased levels are expected to decline in future  quarters
as  the  Company  is  better able  to  manage  the  business
processes  related to the significant increase  in  business
activity.   Interest  income increased by  $29,000  for  the
three months ended June 30, 1997 compared to the prior  year
period  as  a  result of an increase in the  Company's  cash
reserves  due  to  the exercise of outstanding  warrants  to
purchase  common stock in February 1997 which generated  net
proceeds of approximately $7.3 million.  Interest income for
the  six  months  ended June 30, 1997 decreased  by  $24,000
compared  to  the  prior year period  as  a  result  of  the
temporary  decrease  in  cash reserves  resulting  from  the
September 1996 NSG acquisition.

FINANCIAL CONDITION

The Company finances its business primarily through funds
generated internally through operations, trade credit, and
advances under its line of credit with NBD Bank N.A. (the
"Bank").  The line of credit is secured by substantially all
of the Company's assets, bears interest at the Bank's prime
rate (effective rate of 8.5% at June 30, 1997) and is due on
demand of the Bank.  Borrowing under the line of credit is
limited by a formula determined from time to time by the
Bank and currently is calculated as the sum of 85% of
qualified receivables less than 90 days old and 25% of
eligible inventory and spare parts up to $2,250,000. The
formula permitted total borrowings of up to $15.5 million as
of June 30, 1997, of which $14.5 million was outstanding at
that time. The Company believes that the  borrowing formula,
which increases borrowing availability as the Company's
sales growth generates new accounts receivable, will support
the continued internal growth of the Company.  The term of
the current agreement extends to November 30, 1997, is
renewable annually and can be terminated at any time by the
borrower or lender.

The secured financing agreement with IBM Credit Corporation
continues to offer thirty day interest free financing up to
$2.0 million on certain products purchased by the Company
for resale.  As of June 30, 1997, IBM Credit Corporation
purchase transactions accounted for $1.2 million of the
total accounts payable balance.

In February 1997, the Company called all of its then outstanding
Warrants for redemption as of March 10, 1997 pursuant to the
Warrant Agreement, dated October 28, 1994.  Approximately
1,256,000 shares were issued due to the resulting exercise of
Warrants, generating in net proceeds of approximately $7.3
million (see Note 5).

For the six  months ended June 30, 1997, the Company increased
cash and cash equivalents by approximately $5.5 million primarily
due to the results of the call for redemption of the outstanding
Warrants.  Cash used by operations increased to $7.2 million
during the six months ended June 30, 1997, compared to $342,000
during the six months ended June 30, 1996, primarily as a result
of an increase in accounts receivable due to the longer payment
cycles associated with government and institutional customers,
and secondarily to inventory held for project sales.  Working
capital as of June 30, 1997 was $7.5 million compared to a
working capital deficiency of $1.5 million at December 31, 1996,
primarily due to the results of the call for redemption of the
Warrants.

The Company  believes that the combination of present cash
balances, future operating cash flows, and credit facilities
will be adequate to fund the Company's currently anticipated
internal growth and current short and long term cash flow
requirements.

The foregoing discussion and analysis contain a number of
forward looking statements within the meaning of the
Securities Exchange Act of 1934 and are subject to a number
of risks and uncertainties.  These include general business
conditions, continuing favorable economic conditions, the
failure of the Company's customers to fulfill contractual
commitments, the ability of the Company to recruit and
retain qualified personnel, the ability of the Company to
develop and sustain new customers in geographic areas in
which the Company has recently begun to operate, the ability
of the Company to successfully complete the integration of
its new offices and divisions into its operations, the
ability of management to implement new systems to manage the
Company's growth effectively and efficiently, the relative
uncertainties in the market direction of emerging
technologies, the willingness of the Bank to continue to
lend under the credit facility, the potential loss of key
personnel within the new regions, the Company's ability to
retain the State of Michigan contract and a lack of market
acceptance of the Company's products and services in the new
regions.


Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Not applicable.

PART II - OTHER INFORMATION

Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held its Annual Meeting of Shareholders on May
29, 1997, at which time the shareholders considered and
voted on the election of four directors and on a proposal to
approve amendment to the Company's 1994 Stock Option Plan.

1.  Each of the nominees for director at the meeting was an
incumbent and all nominees were elected. The following table
sets forth the number of shares voted for and withheld with
respect to each nominee.

Nominee                  Votes For      Votes Withheld

Walter Aspatore          3,441,117           9,270
Richard Burkhart         3,441,117           9,270
Jerry Dusa               3,079,867         370,520
Michael Grieves          3,441,117           9,270

2.  The adoption of an amendment to the 1994 Stock Option
Plan was approved.  The results of the voting were as
follows:

            For            Against       Abstain        Broker Non-Votes
            ---------      -------       -------        ----------------
            1,876,431      57,885        24,775         1,581,209


Item 6 - EXHIBITS AND REPORTS ON FORM 8-K

 (a.)     Exhibits

 10.3(c)  Data Systems Network Corporation 1994 Stock Option Plan (as amended
          and restated April 1997)

 10.3(d)  Form of Nonqualified Stock Option Agreement under
          the Data Systems Network Corporation
          1994 Stock Option Plan, As Amended (April 1997 Version).

 11.       Computation of Earnings Per Share

           DATA SYSTEMS NETWORK CORPORATION
           COMPUTATION OF EARNINGS PER SHARE
           SIX MONTHS ENDED JUNE 30, 1997
           -----------------------------------------------------------

                                           PRIMARY       FULLY DILUTED
                                           -----------   -------------

NUMBER OF SHARES

    Weighted average shares issued         4,206,906     4,262,737
    Less shares held in escrow              (300,000)     
                                           ---------     ----------
    Weighted average shares outstanding    3,906,906     4,262,737
                                           =========     ==========

EARNINGS

    Net Income                            $1,131,828     $1,131,828
                                          ==========     ==========
EARNINGS PER SHARE

    Net Income                               $0.29          $0.27    
                                          ==========     ==========       
 27.       Financial Data Schedule


(b.)      Reports on Form 8-K

 None



SIGNATURES

Pursuant to the requirement of the Securities Exchange Act
of 1934, the registrant has duly cause this report to be
signed on its behalf by the undersigned thereunto duly
authorized.



              Data Systems Network Corporation

August 13, 1997             /S/    Philip M. Goy
Date                               Philip M.Goy
                                   Vice President and Chief Financial Officer
                                   (principal financial officer)

August 13, 1997            /S/     Michael W. Grieves
Date                               Michael W. Grieves

                                   President and Chief Executive Officer
                                   (duly authorized officer)



<PAGE>

                                EXHIBIT 10.3(c)

            DATA   SYSTEMS   NETWORK  CORPORATION
                     1994 STOCK OPTION PLAN
              (as amended and restated April 1997)


         1.    Purpose.   The  purpose of  the  Plan  is  to
promote   the  best  interests  of  the  Company   and   its
shareholders  by  giving  Participants  a  greater  personal
interest  in the success of the Company in order  to  create
additional  incentive  for  Participants  to  make   greater
efforts on behalf of the Company.

         2.     Administration.   (a)  The  Plan  shall   be
administered   by   the   Committee.    The   selection   of
Participants  in  the  Plan  and  decisions  concerning  the
timing, pricing and amount of any grant of options under the
Plan shall be made by the Committee.  Except as provided  in
Sections  10  and  13  of  the  Plan,  the  Committee  shall
interpret the Plan, prescribe, amend, and rescind rules  and
regulations  relating  to  the  Plan,  and  make  all  other
determinations    necessary    or    advisable    for    its
administration.   The  decision  of  the  Committee  on  any
question  concerning the interpretation of the Plan  or  any
option  granted  under the Plan shall be final  and  binding
upon all Participants.  Notwithstanding any other provisions
of  the Plan, the Committee may impose such conditions on an
option  as  may  be required to satisfy the requirements  of
Rule 16b-3.

         (b)  The  Committee may delegate  to  one  or  more
officers or managers of the Company or a committee  of  such
officers  or managers, the authority, subject to such  terms
and  limitations as the Committee shall determine, to  grant
options  to, or to cancel, modify, waive rights with respect
to,  alter,  discontinue or terminate options held  by,  and
otherwise  act  in  lieu of the Committee with  respect  to,
Participants  who  are  not officers  or  directors  of  the
Company for purposes of Section 16 of the Exchange Act.

         3.    Participants.  Participants in the Plan shall
be  such key Employees as the Committee may select from time
to   time   and  with  respect  to  Director  Options,   the
Nonemployee Directors.  The Committee may grant  options  to
an  individual upon the condition that the individual become
an  Employee, provided that the option shall be deemed to be
granted only on the date the individual becomes an Employee.

         4.   Stock.  The stock subject to options under the
Plan  shall be the Common Stock and may be either authorized
and  unissued shares or treasury shares held by the Company.
The  total  amount of Common Stock on which options  may  be
granted  under  the  Plan shall not exceed  600,000  shares,
subject to adjustment in accordance with Section 11.  Shares
subject   to   any  unexercised  portion  of  a  terminated,
cancelled  or  expired option granted under  the  Plan,  and
shares  of  Common  Stock tendered or withheld  pursuant  to
Sections 6 and 7 (to the extent permitted under Rule 16b-3),
shall be available for subsequent grants under the Plan.

         5.     Award  of  Options.   (a)  Subject  to   the
limitations set forth in the Plan, the Committee  from  time
to  time may grant options to such Participants and for such
number  of shares of Common Stock and upon such other  terms
(including, without limitation, the exercise price  and  the
times  at  which the option may be exercised)  as  it  shall
designate;  provided  that during any  two-year  period,  no
salaried  Employee shall receive options  to  purchase  more
than  100,000 shares of Common Stock (as adjusted from  time
to  time  upon the occurrence of a corporate transaction  or
event  described in the first sentence of Section 11).   The
Committee  may  designate any option granted  as  either  an
Incentive  Stock Option or a Nonqualified Stock  Option,  or
the  Committee may designate a portion of an  option  as  an
Incentive  Stock Option or a Nonqualified Stock  Option.   A
Participant may hold more than one option under the Plan and
any other stock option plan of the Company.

         (b)  Any option intended to constitute an Incentive
Stock Option shall comply with the following requirements in
addition  to  the other requirements of the  Plan:  (i)  the
exercise  price  per share for each Incentive  Stock  Option
granted  under  the Plan shall be equal to the  Fair  Market
Value  per share of Common Stock on the Grant Date; provided
that  no  Incentive  Stock Option shall be  granted  to  any
Participant  who owns (within the meaning of Section  424(d)
of  the  Code)  stock  of  the Company,  or  any  Parent  or
Subsidiary,  possessing more than 10% of the total  combined
voting power of all classes of stock of such Company, Parent
or Subsidiary unless, at the Grant Date of an option to such
Participant, the exercise price per share for the option  is
at least 110% of the Fair Market Value on the Grant Date and
the  option, by its terms, is not exercisable more than five
years  after the Grant Date; (ii) the aggregate Fair  Market
Value of the underlying Common Stock on the Grant Date as to
which Incentive Stock Options under the Plan (or a plan of a
Subsidiary) may first be exercised by a Participant  in  any
calendar year shall not exceed $100,000 (to the extent  that
an  option intended to constitute an Incentive Stock  Option
shall  exceed  the $100,000 limitation, the portion  of  the
option  that  exceeds such limitation  shall  be  deemed  to
constitute  a  Nonqualified  Stock  Option);  and  (iii)  an
Incentive  Stock Option shall not be exercisable  after  the
tenth anniversary of the Grant Date or such lesser period as
the Committee may specify from time to time.

         (c)  A  Nonqualified  Stock  Option  shall  not  be
exercisable  after the tenth anniversary of the Grant  Date,
or such lesser period as the Committee shall determine.  The
exercise  price  per  share of a Nonqualified  Stock  Option
shall  not be less than 85% of the Fair Market Value of  the
Common Stock on the Grant Date.

         (d) No person shall have any rights under any grant
made  pursuant to the Plan unless and until the Company  and
the  recipient of the grant have executed and  delivered  an
agreement   expressly  granting  benefits  to  such   person
pursuant  to the Plan and containing the provisions required
under  the Plan to be set forth in the Agreement.  The terms
of  the Plan shall govern in the event any provision of  any
Agreement   conflicts  with  any  term  in  this   Plan   as
constituted on the Grant Date.

         6.    Payment for Shares.  The purchase  price  for
shares  of Common Stock to be acquired upon exercise  of  an
option granted hereunder shall be paid in full, at the  time
of  exercise, in any of the following ways: (a) in cash, (b)
by  certified  check,  bank draft or  money  order,  (c)  by
tendering  to the Company shares of Common Stock then  owned
by  the Participant, duly endorsed for transfer or with duly
executed stock power attached, which shares shall be  valued
at  their  Fair Market Value as of the date of such exercise
and  payment or (d) by delivery to the Company of a properly
executed   exercise  notice,  acceptable  to  the   Company,
together  with irrevocable instructions to the Participant's
broker to deliver to the Company a sufficient amount of cash
to  pay  the  exercise price and any applicable  income  and
employment withholding taxes, in accordance with  a  written
agreement  between  the  Company  and  the  brokerage   firm
("Cashless  Exercise")  if, at the  time  of  exercise,  the
Company has entered into such an agreement.

         7.   Withholding Taxes.  The Company shall have the
right  to  withhold  from  a Participant's  compensation  or
require  a participant to remit sufficient funds to  satisfy
applicable withholding for income and employment taxes  upon
the  exercise  of  an  option.   A Participant  may  make  a
written  election  to tender previously-acquired  shares  of
Common  Stock  or have shares of Common Stock withheld  from
the  exercise, provided that the tendered or withheld shares
have  an aggregate Fair Market Value on the date of exercise
of  the option equal to the applicable withholding taxes  or
the  Cashless Exercise procedure described in Section 6  may
be  utilized to satisfy the withholding requirements related
to the exercise of an option.

         8.     Non-Assignability.   No  option   shall   be
transferable by a Participant except by will or the laws  of
descent  and  distribution or, in the case of a Nonqualified
Stock  Option,  pursuant to a qualified  domestic  relations
order  as  defined by the Code or Title I  of  the  Employee
Retirement  Income  Security Act, or the  rules  thereunder.
During  the  lifetime of a Participant, an option  shall  be
exercised  only by the optionee.  No transfer of  an  option
shall  be  effective to bind the Company unless the  Company
shall  have  been furnished with written notice thereof  and
such evidence as the Company may deem necessary to establish
the  validity  of  the transfer and the  acceptance  by  the
transferee of the terms and conditions of the option.

         9.    Termination of Employment.  The time or times
at  which  an option shall terminate prior to its Expiration
Date  shall be determined by the Committee in its discretion
and  set  forth  in the Agreement relating to  such  Option.
Unless  the  Agreement  otherwise specifies,  the  following
shall apply:

              (a)    If   a   Participant's  Employment   is
terminated for any reason prior to the date that  an  option
or  a portion thereof first becomes exercisable, such option
or portion thereof shall terminate and all rights thereunder
shall cease.

              (b)   To  the  extent an option is exercisable
and  unexercised on the date a Participant's  Employment  is
terminated:

                   (i)  for  any  reason other  than  death,
Disability or Retirement, the option shall terminate on  the
earlier  of  (A)  the Expiration Date,  and  (B)  the  first
anniversary of such Participant's termination of Employment;

                   (ii) because the Participant has died  or
become  subject to a Disability, the option shall  terminate
on  the  first anniversary of the date of such Participant's
termination of Employment;

                   (iii) due to Retirement, the option shall
terminate on the earlier of (A) the Expiration Date and  (B)
the second anniversary of such Participant's termination  of
Employment;

              (c)  During the period after the Participant's
termination  of  Employment until  the  termination  of  the
option,  the Participant, or the person or persons  to  whom
the  option shall have been transferred by will  or  by  the
laws  of  descent and distribution, may exercise the  option
only  to the extent that such option was exercisable on  the
date of the Participant's termination of Employment.

              (d)    The   Committee  may,  at   any   time,
accelerate the right of a Participant to exercise an  option
or  extend  the exercise period of such an option; provided,
that  no  option exercise period may be extended beyond  the
option's Expiration Date.

              (e)   The  transfer of a Participant from  one
corporation to another among the Company, any Parent and any
Subsidiary,  or a leave of absence with the written  consent
of  the  Company,  shall  not constitute  a  termination  of
Employment for purposes of the Plan.

         10.   Director Options.   Each Nonemployee Director
shall  be  granted a "Director Option" on the  date  of  the
annual meeting of shareholders in each year during the  term
of the Plan beginning in 1995.  A "Director Option" shall be
a   Nonqualified  Stock  Option  to  purchase  1,000  shares
(subject to adjustment as provided in Section 11) of  Common
Stock  at  an exercise price equal to the Fair Market  Value
per share on the Grant Date.  A Director Option shall become
exercisable on the first anniversary of the Grant  Date  and
shall  be  exercisable  for  a  term  ending  on  the  tenth
anniversary  of Grant Date; provided, however,  (i)  if  the
term  of  office of the holder ceases for any reason  before
such  Director  Option  becomes exercisable,  such  Director
Option  shall  terminate  and all  rights  thereunder  shall
cease;  and  (ii)  to  the  extent  a  Director  Option   is
exercisable and unexercised on the date the holder's term of
office  ceases  for any reason, such Director  Option  shall
terminate  on  the earlier of the Expiration  Date  of  such
Director  Option or the first anniversary of  the  date  the
holder's term of office ceased.  Each Director Option  shall
be evidenced by an Agreement that shall specify the exercise
price,  the  Grant Date, the term, the number of  shares  to
which  the Director Option relates and such other  terms  as
the   Committee   shall   determine.   Notwithstanding   any
provision in the Plan to the contrary, Sections 5 and  9  of
the Plan shall not apply to Director Options.

         11.   Adjustments.  In the event that the Committee
shall  determine  that  any dividend or  other  distribution
(whether   in   the  form  of  cash,  Common  Stock,   other
securities,  or  other  property),  recapitalization,  stock
split,   reverse   stock   split,  reorganization,   merger,
consolidation, split-up, spin-off, combination,  repurchase,
or  exchange  of  Common Stock or other  securities  of  the
Company,  issuance of warrants or other rights  to  purchase
Common  Stock or other securities of the Company,  or  other
similar  corporate transaction or event affects  the  Common
Stock such that an adjustment is determined by the Committee
to   be   appropriate  in  order  to  prevent  dilution   or
enlargement  of the benefits or potential benefits  intended
to  be  made  available under the Plan, then  the  Committee
shall,  in such manner as it may deem equitable, adjust  any
or  all of (a) the number and type of shares of Common Stock
which thereafter may be made the subject of options, (b) the
number  and  type  of  shares of  Common  Stock  subject  to
outstanding options, and (c) the exercise price with respect
to any option, or, if deemed appropriate, make provision for
a  cash  payment  to  the holder of an  outstanding  option;
provided,  however,  in  each case,  that  with  respect  to
Incentive  Stock  Options  no  such  adjustment   shall   be
authorized to the extent that such authority would cause the
Plan  to  violate Section 422 of the Code or  any  successor
provision  thereto;  and  provided further,  that  any  such
adjustment  shall  provide  for  the  elimination   of   any
fractional share which might otherwise become subject to  an
option.    In  the  event  of  a  Change  of  Control,   all
outstanding options under the Plan immediately shall  become
exercisable in full.

         12.   Rights  Prior  to  Issuance  of  Shares.   No
Participant  shall  have any rights as  a  shareholder  with
respect  to  any  shares  covered by  an  option  until  the
issuance of a stock certificate to the Participant for  such
shares.  No adjustment shall be made for dividends or  other
rights with respect to such shares for which the record date
is prior to the date such certificate is issued.

         13.   Termination and Amendment.  (a) The Board may
terminate  the  Plan, or the granting of options  under  the
Plan,  at  any  time.  No Incentive Stock  Option  shall  be
granted under the Plan after April 29, 2004.  Termination of
the  Plan shall not affect the rights of the holders of  any
options previously granted.

         (b)  The Board may amend or modify the Plan at  any
time and from time to time.

         (c)  No amendment, modification, or termination  of
the Plan shall in any manner affect any option granted under
the  Plan without the consent of the Participant holding the
option.

         14.   Approval of Plan.  The Plan shall be  subject
to the approval of the holders of at least a majority of the
shares  of Common Stock of the Company present and  entitled
to  vote  at  a meeting of shareholders of the Company  held
within  12  months after adoption of the Plan by the  Board.
No  option granted under the Plan may be exercised in  whole
or  in  part  until  the  Plan  has  been  approved  by  the
shareholders  as  provided  herein.   If  not  approved   by
shareholders within such 12-month period, the Plan  and  any
options  granted  hereunder shall  become  void  and  of  no
effect.

         15.  Effect on Employment.  Neither the adoption of
the Plan nor the granting of any option pursuant to it shall
be  deemed  to  create  any right in any  individual  to  be
retained as an Employee.

         16.   Securities Laws. (a) Anything to the contrary
herein notwithstanding, the Company's obligation to sell and
deliver  Common Stock pursuant to the exercise of an  option
is  subject to such compliance with federal and state  laws,
rules   and   regulations  applying  to  the  authorization,
issuance  or  sale  of  securities  as  the  Company   deems
necessary  or advisable.  The Company shall not be  required
to  sell  and  deliver  Common Stock  unless  and  until  it
receives  satisfactory assurance (i) that  the  issuance  or
transfer  of  such  shares  will  not  violate  any  of  the
provisions  of  the Securities Act of 1933 or  the  Exchange
Act, or the rules and regulations promulgated thereunder  or
those  of  the  National Association of Securities  Dealers,
Inc. or any stock exchange on which the Common Stock may  be
listed,  or  the provisions of any state laws governing  the
sale  of  securities, or (ii) that there has been compliance
with  the  provisions of such acts, rules,  regulations  and
laws.

         (b)  The Committee may impose such restrictions  on
any shares of Common Stock acquired pursuant to the exercise
of  an  option  under  the Plan as it  may  deem  advisable,
including,  without  limitation,  restrictions   (i)   under
applicable   federal  securities  laws,   (ii)   under   the
requirements  of  the Nasdaq National Market  or  Small  Cap
Market  or  any  stock exchange or other recognized  trading
market  upon  which  such shares of Common  Stock  are  then
listed  or  traded, and (iii) under any blue  sky  or  state
securities laws applicable to such shares.  No shares  shall
be  issued until counsel for the Company has determined that
the   Company  has  complied  with  all  requirements  under
appropriate securities laws.

         17.  Certain Definitions.

         "Agreement"  means  the written  agreement  setting
forth  the  terms  of  the Participant's option,  including,
without limitation, its exercise price, the time or times it
may  be  exercised, its Expiration Date and  the  number  or
shares of Common Stock subject to the option.

         "Board"  means  the  Board  of  Directors  of   the
Company.

         "Change in Control" shall mean (i) consummation  of
any  merger  or  consolidation with  respect  to  which  the
Company  or  any Parent is a constituent corporation  (other
than a transaction for the purpose of changing the Company's
corporate domicile), any liquidation or dissolution  of  the
Company  or  any  sale of all or substantially  all  of  the
Company's  assets  or (ii) a change in  the  identity  of  a
majority  of the members of the Company's Board of Directors
within any twelve-month period, which change or changes  are
not recommended by the incumbent directors immediately prior
to any such change or changes.

         The "Code" is the Internal Revenue Code of 1986, as
amended from time to time.

         The  "Committee"  is a committee  of  two  or  more
directors  of  the Company, each of whom shall  be  a  "non-
employee director" as such term is defined in Rule 16b-3.

         The  "Common  Stock"  is the common  stock  of  the
Company.

         The  "Company" is Data Systems Network Corporation,
a Michigan corporation.

         "Director  Option" shall have the same  meaning  as
defined in Section 10.

         "Disabled"   or   "Disability"  means   total   and
permanent  disability  as defined in Section  22(e)  of  the
Code.

         "Employee"  means  an individual with  a  full-time
salaried "employment relationship" with the Company, or  any
Parent  or  Subsidiary, as defined in Regulation  1.421-7(h)
promulgated  under  the  Code, and  shall  include,  without
limitation,  employees who are directors of the Company,  or
any Parent or Subsidiary.

         "Employment" means the state of being an Employee.

         "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time.

         "Expiration Date" means the date set forth  in  the
Agreement  relating  to  an Option on  which  the  right  to
exercise   shall   expire  absent  a  termination   of   the
Participant's employment, consulting arrangement or term  on
the  Board.  Unless otherwise provided in the Agreement, the
Expiration Date for an Option shall be the tenth anniversary
of its Grant Date.

         "Fair   Market  Value"  means,  for   purposes   of
determining the value of Common Stock on the Grant Date, (i)
the  last  sale price on the Nasdaq National Market  or  the
Nasdaq  SmallCap  Market  as reported  in  The  Wall  Street
Journal  for the Grant Date, or (ii) if the Common Stock  is
not  traded  on  the Nasdaq National Market  or  the  Nasdaq
SmallCap  Market  on  the Grant Date  but  is  traded  on  a
national securities exchange on the Grant Date, the  closing
price  on  the Grant Date (if traded on more than  one  such
exchange,  the closing price for this purpose shall  be  the
average of the closing prices on each such exchange  on  the
Grant Date or (iii) if the Common Stock is not traded on the
Nasdaq  National Market, the Nasdaq SmallCap  Market   or  a
national securities exchange on the Grant Date but is traded
"over  the counter", the average of the bid and asked prices
for  the  Grant  Date; provided, however, that  Fair  Market
Value  with  respect to the initial option  grants  approved
prior  to  the  closing  of  the  Company's  initial  public
offering  shall  be deemed to be $4.75 per  share.   In  the
event  that there were no Common Stock transactions on  such
date  and no published bid and asked prices, the Fair Market
Value  shall  be determined as of the immediately  preceding
date  on  which  there  were Common  Stock  transactions  or
published  bid and asked prices, as the case may be.   "Fair
Market  Value"  for  purposes of determining  the  value  of
Common  Stock  on  the date of exercise or the  date  Common
Stock is tendered or withheld for purposes of Sections 6  or
7  shall be determined in accordance with the procedure  set
forth  in  the  preceding  sentence  as  of  the  last  date
preceding  the exercise, tender or withholding  rather  than
the Grant Date.

         "Grant  Date" means the date on which the Committee
authorizes a particular option, or such later date as  shall
be designated by the Committee.

         An  "Incentive Stock Option" is an option  intended
to meet the requirements of Section 422 of the Code.

         "Nonemployee Director" means a Director who is  not
an Employee.

         A  "Nonqualified Stock Option" is an option granted
under the Plan other than an Incentive Stock Option.

         "Option" means either an Incentive Stock Option  or
a Nonqualified Stock Option to purchase Common Stock.

         "Parent"  means  any  "parent corporation"  of  the
Company as defined in Section 424(e) of the Code.

         "Participant"  shall have the meaning  ascribed  in
Section 3 of the Plan.

         The "Plan" is the 1994 Stock Option Plan.

         "Retirement"    means   normal   retirement    from
Employment at age 65 or older.

         "Rule  16b-3"  means Rule 16b-3 under the  Exchange
Act, as in effect from time to time.

         "Subsidiary" means any "subsidiary corporation"  of
the Company as defined in Section 424(f) of the Code.
<PAGE>

                                                EXHIBIT 10.3(d)

              NONQUALIFIED STOCK OPTION AGREEMENT
                           UNDER THE
                DATA SYSTEMS NETWORK CORPORATION
               1994 STOCK OPTION PLAN, AS AMENDED
                    (APRIL 1997 VERSION)


         THIS AGREEMENT is entered into as of the Grant Date
set  forth  herein  by  and  between  DATA  SYSTEMS  NETWORK
CORPORATION     ("Corporation")    and    the    undersigned
("Optionee"),  pursuant  to  the  Corporation's  1994  Stock
Option  Plan,  as amended ("Plan").  The Corporation  hereby
grants  to  the  Optionee  a Nonqualified  Stock  Option  to
purchase  the number of shares of Common Stock indicated  on
the  signature  page,  subject to the terms  and  conditions
contained  in  the  Plan  and as hereinafter  provided  (the
"Option").  Capitalized terms not defined in this  Agreement
shall have the meanings respectively ascribed to them in the
Plan.

         1.   Option Price.  The Option shall be exercisable
at the price per share indicated on the signature page.

         2.   Option Exercise.

              (a)   Vesting.    The  Option   shall   become
exercisable  in  installments as follows:  one-half  of  the
Option shall become exercisable on the second anniversary of
the date hereof, one-quarter shall become exercisable on the
third anniversary of the date hereof and the remaining  one-
quarter  shall become exercisable on the fourth  anniversary
of   the   date  hereof.   To  the  extent  not   exercised,
installments shall accumulate and the Optionee may  exercise
them  thereafter in whole or in part.  In  the  event  of  a
Change  of  Control,  the  Option immediately  shall  become
exercisable in full.  Any provision of this Agreement to the
contrary  notwithstanding, the Option shall  expire  and  no
longer  be  exercisable after the date which  is  the  tenth
(10th)  anniversary  of  the date  of  this  Agreement  (the
"Expiration  Date").   The Option shall  be  forfeitable  in
accordance with the terms of Section 2(d) hereof  and  shall
terminate in accordance with Section 3 hereof.

              (b) Notice. The Option shall be exercisable by
delivery  to the Secretary of the Corporation of  a  written
and duly executed notice in the form attached hereto.

              (c)   Payment  Terms.  Payment  of  the   full
purchase  price  of  any shares with respect  to  which  the
Option  is  being exercised shall accompany  the  notice  of
              exercise of the Option.  Payment shall be made (i) in cash
or  by  certified check, bank draft or money order; (ii)  by
tendering  to  the Corporation shares of Common  Stock  then
owned  by the Optionee, duly endorsed for transfer  or  with
duly  executed stock power attached, which shares  shall  be
valued  at  their Fair Market Value as of the date  of  such
exercise  and payment; or (iii) if, at the time of exercise,
the Corporation has entered into a written agreement with  a
brokerage  firm pursuant to which the brokerage firm  agrees
to  pay  the  option exercise price to the Corporation  upon
receipt from the option holder of certain documentation  and
instructions, by delivery to the Corporation of  a  properly
executed  exercise  notice, acceptable to  the  Corporation,
together with irrevocable instructions to the brokerage firm
to deliver to the Corporation a sufficient amount of cash to
pay  the  exercise  price  and  any  applicable  income  and
employment  withholding  taxes,  in  accordance  with   such
agreement ("Cashless Exercise").

              (d)  Forfeiture.  The Option  shall  terminate
immediately  and  shall  cease  to  be  exercisable  if  the
Executive  Compensation Committee of the Board of  Directors
in  its  sole  discretion determines that the  Optionee  has
committed   any   of  the  following  acts:  fraud,   theft,
dishonesty, waste of corporate assets, negligence, a felony,
willful  misconduct against the Corporation or  any  of  its
employees,  agents or affiliates, failure  in  any  material
respect    to    perform   the   Optionee's    duties    and
responsibilities, termination of employment by  Optionee  if
Optionee obtains employment with a competitor within 60 days
of  such termination, or encouragement of any other employee
of   the  Corporation  to  terminate  employment  with   the
Corporation for the purpose of obtaining employment  with  a
competitor of the Corporation.

         3.   Termination of Employment.

         (a)    Termination   Prior   to   Option   Becoming
Exercisable.   If, prior to the date that the  Option  shall
first become exercisable, the Optionee's Employment shall be
terminated,  with or without cause, or by  the  act,  death,
Disability,  or  Retirement of the Optionee, the  Optionee's
right  to exercise the Option shall terminate and all rights
hereunder shall cease.

         (b)   Termination  Other  Than  Because  of  Death,
Disability  or Retirement After Option Becomes  Exercisable.
If,  on or after the date that the Option shall first become
exercisable,  the Optionee's Employment shall be  terminated
for  any  reason other than death, Disability or Retirement,
the   Optionee  shall  have  the  right,  until  the   first
anniversary of the Optionee's termination of Employment,  to
exercise  the  Option to the extent that it was  exercisable
and  is  unexercised  on  the date of  such  termination  of
Employment, subject to any other limitation on the  exercise
of the Option in effect at the date of exercise.  The Option
shall thereafter terminate and no longer be of any effect.

         (c)   Termination  Because of Death  or  Disability
After Option Becomes Exerciseable.  If, on or after the date
that  the Option shall have become exercisable, the Optionee
shall die or become Disabled while an Employee or while  the
Option remains exercisable, the Optionee or the executor  or
administrator of the estate of the Optionee (as the case may
be),  or the person or persons to whom the Option shall have
been  transferred (if such transfer was made  in  compliance
with  the Plan and Section 7 of this Agreement), shall  have
the  right, until the first anniversary of the date  of  the
Optionee's  death or termination due to such Disability,  to
exercise  the  Option to the extent that it was  exercisable
and unexercised on the date of death or termination, subject
to any other limitation on exercise in effect at the date of
exercise.   The  Option shall thereafter  terminate  and  no
longer be of any effect.

         (d)  Termination Because of Retirement After Option
Becomes  Exercisable.  If, on or after  the  date  that  the
Option   shall  have  become  exercisable,  the   Optionee's
Employment shall terminate due to the Optionee's Retirement,
the   Optionee  shall  have  the  right  until  the   second
anniversary of the Optionee's termination of Employment,  to
exercise  the  Option to the extent that it was  exercisable
and   unexercised  on  the  date  of  such  termination   of
Employment  subject to any other limitation on  exercise  in
effect at the date of exercise.  The Option shall thereafter
terminate and no longer be of any effect.

         4.    Optionee's Agreement.  The Optionee agrees to
all  the terms stated in this Agreement, as well as  to  the
terms  of the Plan, a copy of which is attached and of which
the Optionee acknowledges receipt.

         5.     Withholding.   The  Optionee   consents   to
withholding from his compensation of all applicable  payroll
and  income  taxes  with  respect to  the  Option.   If  the
Optionee  is  no longer employed by the Corporation  at  the
time any applicable taxes with respect to the Option are due
and must be remitted by the Corporation, the Optionee agrees
to   pay  applicable  taxes  to  the  Corporation,  and  the
Corporation may delay issuance of a certificate until proper
payment  of  such taxes has been made by the Optionee.   The
Optionee may satisfy his obligations under this Section 5 by
(i)  making an election, notice of which shall be in writing
and  promptly  delivered  to the  Committee,  and  tendering
previously-acquired  shares of Common Stock,  provided  that
the  shares have an aggregate Fair Market Value on the  date
of  exercise of the Option sufficient to satisfy in whole or
in  part the applicable withholding taxes; or (ii) utilizing
the Cashless Exercise procedure described in Section 2(c).

         6.    Rights  as  Shareholder.  The Optionee  shall
have  no  rights  as a shareholder of the  Corporation  with
respect to any of the shares covered by the Option until the
issuance  of  a stock certificate or certificates  upon  the
exercise  of the Option, and then only with respect  to  the
shares represented by such certificate or certificates.   No
adjustment shall be made for dividends or other rights  with
respect to such shares for which the record date is prior to
the date such certificate or certificates are issued.

         7.    Non-Transferability of  Option.   The  Option
shall  not be transferred in any manner other than by  will,
the  laws  of  descent  or distribution  or  pursuant  to  a
qualified domestic relations order as defined by the Code or
Title  I of the Employee Retirement Income Security Act,  or
the  rules thereunder.  During the lifetime of the Optionee,
the  Option  shall  be exercised only by the  Optionee.   No
transfer  of  the  Option shall be  effective  to  bind  the
Corporation unless the Corporation shall have been furnished
with  written  notice  thereof  and  such  evidence  as  the
Corporation may deem necessary to establish the validity  of
the  transfer  and the acceptance by the transferee  of  the
terms and conditions of the Option.

         8.    Compliance  with Securities,  Tax  and  Other
Laws.   The  Option may not be exercised if the issuance  of
shares  upon  such exercise would constitute a violation  of
any  applicable Federal or state securities law or any other
law  or valid regulation.  As a condition to exercise of the
Option,  the  Corporation may require the Optionee,  or  any
person  acquiring the right to exercise the Option, to  make
any representation or warranty that the Corporation deems to
be  necessary under any applicable securities, tax, or other
law or regulation.
         9.    Adjustments.  In the event that the Committee
shall  determine  that  any dividend or  other  distribution
(whether   in   the  form  of  cash,  Common  Stock,   other
securities,  or  other  property),  recapitalization,  stock
split,   reverse   stock   split,  reorganization,   merger,
consolidation, split-up, spin-off, combination,  repurchase,
or  exchange  of  Common Stock or other  securities  of  the
Corporation,  issuance  of  warrants  or  other  rights   to
purchase   Common   Stock  or  other   securities   of   the
Corporation, or other similar corporate transaction or event
affects  the  Common  Stock  such  than  an  adjustment   is
determined  by the Committee to be appropriate in  order  to
prevent dilution or enlargement of the benefits or potential
benefits intended to be made available by the grant  of  the
Option,  the Committee is permitted to adjust the  terms  of
the Option as provided in the Plan.

         10.   No Right to Employment.  The granting of  the
Option  does  not confer upon the Optionee any right  to  be
retained as an Employee.

         11.   Amendment and Termination of Option.   Except
as otherwise provided in this Agreement, the Corporation may
not,  without the consent of the Optionee, alter  or  impair
any  Option  granted under the Plan.  The  Option  shall  be
considered  terminated in whole or in part,  to  the  extent
that, in accordance with the provisions of the Plan, it  can
no  longer be exercised for shares originally subject to the
Option.

         12.    Notices.   Every  notice  relating  to  this
Agreement shall be in writing and if given by mail shall  be
given  by  registered or certified mail with return  receipt
requested.  All notices to the Corporation or the  Committee
shall  be  sent  or  delivered  to  the  Secretary  of   the
Corporation at the Corporation's headquarters.  All  notices
by the Corporation to the Optionee shall be delivered to the
Optionee  personally  or addressed to the  Optionee  at  the
Optionee's last residence address as then contained  in  the
records  of  the  Corporation or such other address  as  the
Optionee may designate.  Either party by notice to the other
may designate a different address to which notices shall  be
addressed.   Any  notice  given by the  Corporation  to  the
Optionee at the Optionee's last designated address shall  be
effective to bind any other person who shall acquire  rights
hereunder.

         IN  WITNESS WHEREOF, the Corporation, by  its  duly
authorized  officer,  and the Optionee  have  executed  this
Agreement effective as of the Grant Date set forth below.


               DATA SYSTEMS NETWORK CORPORATION
                                   By:
                                   Its:


                                   OPTIONEE

                             
                                   (signature)

         DETAILS OF THIS AWARD

         Name of Optionee
         Grant Date

         Number of Shares

         Exercise Price




        NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
       GRANTED UNDER THE DATA SYSTEMS NETWORK CORPORATION
                     1994 STOCK OPTION PLAN


Secretary
Data Systems Network Corporation
34705 West Twelve Mile Road
Suite 300
Farmington Hills, Michigan 48331



         An Option was granted to me on                    ,
19    to  purchase           shares of Data Systems  Network
Corporation Common Stock at a price of $          per  share
(the "Option").

         I  hereby elect to exercise the Option with respect
to          shares.  Payment of the exercise price is  being
made as follows:

              Cash delivered with this notice.

              Certified  check, bank draft  or  money  order
              delivered with this notice.

              I  am tendering shares of Common Stock which I
              currently own.

              Subject  to  Section  2(c)  of  the  agreement
              relating   to  the  Option,  I  am  making   a
              "cashless   exercise"  and  have   given   the
              designated broker the irrevocable instructions
              required  by the agreement between the  broker
              and Data Systems Network Corporation.

         The  stock certificate for the shares acquired upon
exercise should be issued to:
              (name)
              (address)
              
              (Social Security No.)

Dated:                   ,
                                  (signature)
                                  (print name)



EXHIBIT 27
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