UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                             ----------------------
                                    FORM 10-Q


             [X] Quarterly report pursuant to section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                For the quarterly period ended September 30, 1999


            [_] Transition report pursuant to section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                        Commission File Number 333-50049

                               DTI HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


                  Missouri                          43-1828147
          (State of Incorporation)     (I.R.S. Employer Identification No.)

                          8112 Maryland Ave, 4th Floor
                            St. Louis, Missouri 63105
                    (Address of principal executive offices)

                                 (314) 880-1000
                         (Registrant's telephone number)


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  [_]


No non-affiliates of the registrant own common stock of the registrant.


<PAGE>

                               DTI HOLDINGS, INC.

                                    FORM 10-Q

                               September 30, 1999

                                TABLE OF CONTENTS

                                                                           Page

PART I     FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets at June 30, 1999 and
           September 30, 1999 (Unaudited)                                    1

         Condensed Consolidated Statements of Operations for the Three
           Months Ended September 30, 1998 and 1999 (Unaudited)              2

         Condensed Consolidated Statements of Cash Flows for the Three
           Months Ended September 30, 1998 and 1999 (Unaudited)              3

         Notes to Condensed Consolidated Financial Statements (Unaudited)    4

Item 2.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                            5 - 8

Item 3.  Quantitative and Qualitative Disclosures about Market Risk          8


PART II  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                    9

Signatures
Exhibit Index

<PAGE>

Part I:   FINANCIAL INFORMATION
Item 1.  Financial Statements

                       DTI HOLDINGS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                June 30,        September 30,
                                                                  1999               1999
                                                              ------------      -------------
<S>                                                           <C>                <C>

Assets
Current assets:
  Cash and cash equivalents...............................    $132,175,829       $ 94,464,515
  Trade accounts receivable, net..........................         261,372            240,091
  Other receivables.......................................              --            500,000
  Prepaid and other current assets........................         294,688            300,303
                                                              ------------       -------------
       Total current assets...............................     132,731,889         95,504,909
Property and equipment, net...............................     213,469,187        255,085,163
Deferred financing costs, net.............................       8,895,865          8,464,480
Prepaid fiber usage rights................................       5,273,347          4,687,420
Deferred tax asset........................................       3,234,331          3,234,331
Other assets..............................................         156,271            168,618
                                                              ------------       -------------
       Total..............................................    $363,760,890       $367,144,921
                                                              ============       =============
Liabilities and stockholders' equity (deficit)
Current liabilities:
  Accounts payable........................................     $ 9,561,973       $ 14,270,294
  Vendor financing........................................       2,298,946          3,026,991
  Taxes payable...........................................       3,140,681          2,685,384
  Other accrued liabilities...............................       1,227,344            804,881
                                                              ------------       -------------
       Total current liabilities..........................      16,228,944         20,787,550
Senior discount notes, net of unamortized underwriter's
   discount of $7,924,244 and $7,518,272                       314,677,178        324,478,907
Deferred revenues..........................................     22,270,006         22,783,493
Vendor financing...........................................      2,298,946          3,026,991
Other long-term liabilities................................        366,671            458,339
                                                               -----------        ------------
       Total liabilities...................................    355,841,745        371,535,280
                                                              ------------       -------------

Commitments and contingencies
Stockholders' equity (deficit):
  Preferred stock, $.01 par value, 20,000 shares
     authorized, no shares issued and outstanding..........             --                 --
  Convertible series A preferred stock, $.01 par value,
    (aggregate liquidation preference of $45,000,000)
    30,000 shares authorized, issued and outstanding.......            300                300
  Common stock, $.01 par value, 100,000,000 shares
     authorized, 30,000,000 shares issued and
     outstanding...........................................        300,000            300,000
  Additional paid-in capital...............................     44,213,063         44,213,063
  Common stock warrants....................................     10,421,336         10,421,336
  Loan to stockholder......................................     (1,450,000)        (1,459,271)
  Unearned compensation....................................        (72,730)           (63,640)
  Accumulated deficit......................................    (45,492,824)      ( 57,802,147)
                                                              -------------      -------------
           Total stockholders' equity (deficit)............      7,919,145         (4,390,359)
                                                              -------------      -------------
Total......................................................   $363,760,890       $367,144,921
                                                              =============      =============
</TABLE>

            See notes to condensed consolidated financial statements.

                                       1
<PAGE>
<TABLE>
<CAPTION>

                       DTI HOLDINGS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                                 For the Three Months Ended
                                                                       September 30,
                                                                  1998               1999
                                                               -----------      --------------
  <S>                                                          <C>              <C>
  REVENUES:
  Telecommunications services:
    Carrier's carrier services.............................    $ 1,624,532       $  1,909,520
    End-user services......................................        115,117             49,930
                                                               -----------       -------------
      Total revenues......................................       1,739,649          1,959,450

  OPERATING EXPENSES:
    Telecommunications services............................        992,644          2,794,928
    Selling, general and administrative....................      1,536,538          1,235,845
    Depreciation and amortization..........................        692,000          3,081,808
                                                               -----------       -------------
       Total operating expenses............................      3,221,182          7,112,581

  LOSS FROM OPERATIONS.....................................     (1,481,533)        (5,153,131)

  OTHER INCOME (EXPENSES):
    Interest income........................................      3,343,510          1,376,500
    Interest expense.......................................     (7,751,567)        (8,532,692)
                                                               ------------      -------------
  NET LOSS.................................................    $(5,889,590)      $(12,309,323)
                                                               ============      =============

</TABLE>

            See notes to condensed consolidated financial statements.

                                       2
<PAGE>

<TABLE>
<CAPTION>
                       DTI HOLDINGS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                      Three Months Ended
                                                                        September 30,
                                                                  1998               1999
                                                              ------------       -------------
<S>                                                           <C>                <C>
Cash flows provided by operating activities:
  Net loss.................................................    $(5,889,590)      $(12,309,323)
  Adjustments to reconcile net loss to cash provided
     by operating activities:
       Depreciation and amortization.......................        693,000          3,081,808
       Accretion of senior discount notes..................      8,786,026          8,003,644
       Amortization of deferred financing costs............        409,042            431,385
       Amortization of unearned compensation...............        100,000              9,090
       Other noncash items.................................             --             88,392
       Changes in assets and liabilities:
          Trade accounts receivable........................       (207,373)            21,281
          Other assets.....................................        179,665             67,965
          Accounts payable.................................     12,425,602          4,708,321
          Other liabilities................................        259,621           (330,795)
          Taxes payable....................................        225,000           (455,297)
          Deferred revenues................................      2,508,902            513,487
                                                              -------------      -------------
Net cash flows provided by operating activities............     19,489,895          3,829,958
                                                              -------------      -------------
Cash flows from investing activities:
  Increase in network and equipment........................    (29,674,996)       (41,541,272)
                                                              -------------      -------------
Net cash used in investing activities......................    (29,674,996)       (41,541,272)
                                                              -------------      -------------
Cash flows from financing activities:
  Deferred financing costs.................................       (525,177)                --
                                                              -------------      -------------
Cash flows used in financing activities....................       (525,177)                --
                                                              -------------      -------------
Net decrease in cash and cash equivalents..................    (10,710,278)       (37,711,314)
Cash and cash equivalents, beginning of period.............    251,057,274        132,175,829
                                                              -------------      -------------
Cash and cash equivalents, end of period...................   $240,346,996       $ 94,464,515
                                                              =============      =============
Noncash investing and financing activities:
  Interest capitalized to fixed assets.....................   $         --       $  1,798,085
                                                              =============      =============
  Fixed assets acquired through vendor financing...........   $         --       $  1,358,427
                                                              =============      =============
</TABLE>

            See notes to condensed consolidated financial statements.

                                       3
<PAGE>

DTI Holdings, inc. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------

1.    PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10-01
of Regulation S-X.  Accordingly,  they do not include all of the information and
notes  required  by  generally  accepted  accounting   principles  for  complete
financial statements.

In the opinion of the  management of DTI Holdings,  Inc. and  subsidiaries  (the
"Company" or "DTI") the accompanying  unaudited condensed consolidated financial
statements contain all adjustments  (consisting of normal recurring adjustments)
considered  necessary to present fairly the Company's financial  information for
the  interim  periods  presented  and have  been  prepared  in  accordance  with
generally accepted accounting principles.  The interim results of operations are
not necessarily indicative of results that may be expected for any other interim
period or for the full year.

The  financial  statements  should  be  read in  conjunction  with  the  audited
consolidated  financial statements and notes thereto for the year ended June 30,
1999  included in the  Company's  Form 10-K for the same  period  filed with the
Securities and Exchange  Commission.  Accordingly,  note disclosures which would
substantially duplicate the disclosures in the audited financial statements have
been omitted.  Additionally,  certain prior year balances have been reclassified
to conform with fiscal 2000 presentation.

2.    NETWORK AND EQUIPMENT

Network and equipment consists of the following as of:


                                              June 30, 1999   September 30, 1999
                                              -------------   ------------------

      Land...................................  $     46,190      $    456,703
      Fiber optic cable plant................    95,615,071       111,570,425
      Fiber usage rights.....................    82,062,685       109,039,589
      Fiber optic terminal equipment.........    37,014,509        38,016,655
      Network buildings......................     4,755,042         5,080,460
      Leashold improvements..................     1,309,402         1,336,848
      Furniture, office equipment and other..       585,254           585,254
                                               ------------       -----------
                                                221,388,153       266,085,934
      Less--accumulated depreciation              7,918,966        11,000,771
                                               ------------      ------------
      Network and equipment, net               $213,469,187      $255,085,163
                                               ============      ============


3.    COMMITMENTS AND CONTINGENCIES

From  time to time the  Company  is named as a  defendant  in  routine  lawsuits
incidental  to its  business.  The Company  believes  that none of such  current
proceedings,  individually  or in the  aggregate,  will have a material  adverse
effect on the Company's financial position, results of operations or cash flows.

During  fiscal  2000,  the Company has made and will  continue to make  material
commitments related to the expansion of its network.

                                       4

<PAGE>

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


RESULTS OF OPEREATIONS


Three  Months  Ended  September  30,  1998  Compared to the Three  Months  Ended
September 30, 1999

REVENUE

Total revenue for the first quarter grew $220,000,  or 13%, from $1.7 million in
fiscal 1999 to $2.0 million in fiscal 2000, primarily  attributable to increased
revenue from carrier's carrier services. Revenue from carrier's carrier services
was up 17% principally from increased sales of point-to-point transport business
on our completed routes.

OPERATING EXPENSES

Total  operating  expenses  were up $3.9 million in the first  quarter of fiscal
2000 over the same period in fiscal  1999.  For the first three months of fiscal
2000  compared  to 1999,  telecommunication  services  expenses  increased  $1.8
million.  These  increases  reflect the growth of personnel costs related to the
building of the management and operational infrastructure,  as well as increased
costs related to leased capacity to support existing  customers in areas not yet
reached by our  network,  and costs  related  to  recently  accepted  dark fiber
segments.

Selling,  general  and  administrative  expenses  for  the  three  months  ended
September 30, 1999  decreased  $301,000 over the same period in fiscal 1999. The
decrease is mainly due to a reduction in outside legal and professional costs as
these functions are now primarily performed in-house.

Depreciation  and  amortization  grew 345% from last year's first quarter due to
increasing  amounts of our fiber optic  network  being  placed  into  service in
fiscal 1999 and 2000.  Depreciation and amortization will continue to grow as we
continue  to invest  in  capital  assets to  increase  network  capacity  and as
additional network routes are placed into service.

OTHER INCOME (EXPENSES)

Net other income  (expenses) for the first quarter increased from net expense of
$4.4  million in fiscal  1999,  to a net expense of $7.2 million in fiscal 2000.
This  change is due to the  issuance  of our Senior  Discount  Notes in February
1998, which resulted in increased  noncash interest  expense,  offset in part by
interest  income earned on the portion of the proceeds from the Senior  Discount
Notes invested in short-term investment-grade securities.


INCOME TAXES

No income tax benefit or  provision  was recorded  for the  three-month  periods
ended September 30, 1999 or 1998. A valuation  allowance  is  being  provided to

                                       5
<PAGE>

reserve for  significant  deferred tax assets  generated from net operating loss
carryforwards  and the  nondeductible  interest  expense  related  to our Senior
Discount  Notes,  issued in February  1998,  that may not be  realizable  due to
uncertainties  surrounding  income tax law changes and future  operating  income
levels.


LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 1999, we had $94.5 million of cash and cash equivalents. The
decrease of $37.7  million for the three  months  ended  September  30, 1999 was
primarily due to expenditures on our property and equipment as we
continue to expand our fiber optic network.

The  net  cash  provided  by  operating  activities  was  $3.8  million  for the
three-month  period ended  September 30, 1999,  compared to $19.5 million in the
comparable  period in fiscal 1999.  The  reduction in cash provided by operating
activities  resulted  primarily from lower cash derived from interest income and
the timing of cash payments  associated  with the continued  development  of our
network.

Cash used in investing activities for the three month period ended September 30,
1999 was $41.5 million  compared to $29.7 million for the  comparable  period of
fiscal 1999. The growth in investing activities reflects increased purchases and
construction of network and equipment to be used in our operations.

Cash used in  financing  activities  was  $525,000 in the first three  months of
fiscal 1999. We did not enter into any new cash  financing  transactions  in the
first three quarters of fiscal 2000.

To achieve our business  plan,  we will need  significant  financing to fund our
capital  expenditure,  working  capital and debt  service  requirements  and our
anticipated  future  operating  losses.   Our  estimated  capital   requirements
primarily  include  the  estimated  cost of (i)  constructing  a portion  of the
planned DTI network routes,  (ii)  purchasing,  for cash, fiber optic facilities
pursuant to long-term  indefeasible  rights to use  ("IRUs") for planned  routes
that  we  will  neither   construct   nor  acquire   through  swaps  with  other
telecommunication  carriers,  and (iii) additional network expansion activities,
including the  construction of additional  local loops in secondary and tertiary
cities as network  traffic  volume  increases.  We estimate  that total  capital
expenditures necessary to complete our network will approximate $650 million, of
which we had expended $264 million, as of September 30, 1999. During the balance
of fiscal 2000, we anticipate our capital expenditure priorities will be focused
principally  on expanding from our existing  Missouri/Arkansas  base by building
additional regional rings that adjoin existing rings and those that initiate new
rings  in areas  in  which  strong  carrier  interest  has  been  expressed.  We
anticipate  that our existing  financial  resources will be adequate to fund the
above mentioned  priorities and our existing  capital  commitments,  principally
payments required under existing IRU and short-term lease  agreements,  totaling
$29 million,  which are payable in varying  installments over the period through
December 31, 1999.  In addition,  we have a commitment at September 30, 1999 for
eight telecommunications  switches totaling $15 million which is cancelable upon
the  payment  of a  cancellation  fee of  $42,000  for  each  of  the  remaining
unpurchased  switches.  We also may require  additional capital in the future to
fund operating  deficits and net losses and for potential  strategic  alliances,
joint ventures and  acquisitions.  These  activities  could require  significant
additional capital not included in the foregoing estimated capital requirements.

As of September 30, 1999,  DTI had $94.5  million of cash and cash  equivalents.
Such amount is expected to provide  sufficient  liquidity to meet our  operating
and capital  requirements  through the next twelve  months.  Subsequent  to such

                                       6
<PAGE>


date,  DTI's operating and capital  requirements  are expected to be funded,  in
large part, out of additional debt or equity  financing,  advance payments under
IRUs,   wholesale   network  capacity   agreements  and  regional  ring  service
agreements,  and available cash flow from  operations,  if any. We are exploring
the  possibility  of equity sales,  additional  vendor  financing,  a commercial
credit facility or an additional high yield debt offering,  but have no specific
plans at this  time.  We are in various  stages of  discussions  with  potential
customers for IRUs,  wholesale  network  capacity  agreements  and regional ring
service agreements. There can be no assurance, however, that we will continue to
obtain advance  payments from customers prior to commencing  construction of, or
obtaining IRUs for,  planned  routes,  that we will be able to obtain  financing
under any credit  facility or that other sources of capital will be available on
a timely basis or on terms that are acceptable to us and within the restrictions
under our existing financing  arrangements,  or at all. If we fail to obtain the
capital required to complete the DTI network, we could modify,  defer or abandon
plans to build or acquire  certain  portions of the DTI  network.  Our  failure,
however,  to raise the substantial  capital required to complete the DTI network
could have a material  adverse effect on us. The actual amount and timing of our
capital  requirements may differ materially from our current estimates depending
on demand for our services,  and our ability to implement  our current  business
strategy as a result of regulatory,  technological and competitive  developments
(including market developments and new opportunities) in the  telecommunications
industry.

Subject to the Indenture  provisions  that limit  restrictions on the ability of
any of our Restricted  Subsidiaries  to pay dividends and make other payments to
us, future debt  instruments of Digital  Teleport,  Inc.  ("Digital  Teleport" -
subsidiary of DTI Holdings) may impose significant restrictions that may affect,
among other  things,  the ability of Digital  Teleport to pay  dividends or make
loans, advances or other distributions to us. The ability of Digital Teleport to
pay dividends and make other  distributions also will be subject to, among other
things,  applicable  state laws and  regulations.  Although the Senior  Discount
Notes do not require cash  interest  payments  until  September 1, 2003, at such
time the Senior  Discount  Notes will require  annual cash interest  payments of
$63.25 million. In addition,  the Senior Discount Notes mature on March 1, 2008.
We currently expect that the earnings and cash flow, if any, of Digital Teleport
will be  retained  and  used by such  subsidiary  in its  operations,  including
servicing its own debt  obligations.  We do not anticipate  that we will receive
any material  distributions  from Digital  Teleport  prior to September 1, 2003.
Even if we determine to pay a dividend on or make a  distribution  in respect of
the capital stock of Digital  Teleport,  there can be no assurance  that Digital
Teleport will generate sufficient cash flow to pay such a dividend or distribute
such  funds to us or that  applicable  state law and  contractual  restrictions,
including negative covenants contained in any future debt instruments of Digital
Teleport,  will permit such dividends or  distributions.  The failure of Digital
Teleport to pay or to generate  sufficient  earnings or cash flow to  distribute
any cash dividends or make any loans,  advances or other payments of funds to us
would have a material  adverse effect on our ability to meet our  obligations on
the Senior Discount Notes. Further,  there can be no assurance that we will have
available,  or will be able to acquire from  alternative  sources of  financing,
funds  sufficient  to  repurchase  the Senior  Discount  Notes in the event of a
Change of Control.

YEAR 2000

While we believe that our existing  systems and software  applications  are Year
2000  compliant,  there can be no assurance  until the year 2000 that all of our
systems and software  applications then in place will function  adequately.  The
failure of our systems or software  applications  to  accommodate  the year 2000
could have a material  adverse effect on our business,  financial  condition and

                                       7
<PAGE>

results of  operations  and our  ability to meet our  obligations  on the Senior
Discount   Notes.   Further,   if  the  systems  or  software   applications  of
telecommunications  equipment suppliers, ILECs, IXCs or others on whose services
or products we depend or with whom our systems must  interface are not Year 2000
compliant,  it could have a material  adverse effect on our business,  financial
condition and results of operations  and our ability to meet our  obligations on
the Senior  Discount  Notes. We intend to continue to monitor the performance of
our accounting, information and processing systems and software applications and
those of our  third-party  constituents  to  identify  and resolve any Year 2000
issues.  To the extent necessary,  we may need to replace,  upgrade or reprogram
certain  systems to ensure that all interfacing  applications  will be Year 2000
compliant when operating jointly. Based on current information, we do not expect
that the costs of such replacements, upgrades and reprogramming will be material
to our  business,  financial  condition  or  results of  operations.  Most major
domestic  carriers have announced  that they have achieved Year 2000  compliance
for  their   networks  and  support   systems;   however,   other  domestic  and
international  carriers and other third-party  constituents may not be Year 2000
compliant, and failures on their networks and systems could adversely affect the
operation of our network and support systems and have a material  adverse effect
on our  business,  financial  condition and results of  operations.  We have not
developed a  contingency  plan with respect to the failure of our systems or the
systems of our suppliers or other carriers to achieve Year 2000 compliance.


FORWARD LOOKING STATEMENTS

Certain statements throughout  Management's Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere in this  quarterly  report are
"forward  looking  statements"  within  the  meaning of the  Private  Securities
Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties
and other factors that may cause actual  events or results to differ  materially
from those  expressed  or implied by the forward  looking  statements.  The most
important factors that could prevent us from achieving our stated goals include,
but are not limited to, (a) failure to obtain substantial  amounts of additional
financing  at  reasonable  costs  and  on  acceptable   terms,  (b)  failure  to
effectively  and  efficiently  manage  the  expansion  and  construction  of our
network, (c) failure to enter into additional  indefeasible rights to use and/or
wholesale  network  capacity  agreements,  (d)  failure to obtain  and  maintain
sufficient  rights-of-way,  (e) intense  competition and pricing decreases,  (f)
potential for rapid and significant changes in telecommunications technology and
their  effect  on our  business,  and  (g)  adverse  changes  in the  regulatory
environment.


Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

                                       8
<PAGE>

                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K:

(a)       Exhibits


3.1      Restated  Articles  of  Incorporation  of the Registrant  (incorporated
         herein by  reference  to Exhibit 3.1 to the  Registrant's  Registration
         Statement on Form S-4 (File No. 333-50049)).

3.2      Restated  Bylaws of the Registrant (incorporated herein by reference to
         Exhibit 3.2 to the S-4).

27       Financial Data Schedule

(b)      Reports on Form 8-K

         None.








                                       9
<PAGE>

                                   SIGNATURES

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



                                         DTI HOLDINGS, INC.


Date:  November 11, 1999                 /S/ Gary W. Douglass
       -----------------                 ---------------------------------------
                                         Gary W. Douglass, Senior Vice President
                                         Finance and Administration and Chief
                                         Financial Officer (Principal  Financial
                                         and Accounting Officer)


<PAGE>

Exhibits Index:

3.1       Restated  Articles of  Incorporation  of the Registrant  (incorporated
          herein by  reference to Exhibit 3.1 to the  Registrant's  Registration
          Statement on Form S-4 (File No. 333-50049)).

3.2       Restated Bylaws of the Registrant (incorporated herein by reference to
          Exhibit 3.2 to the S-4).

27        Financial Data Schedule