SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

             (Mark One)

             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934.

                For the quarterly period ended March 31, 1999

                                       or

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

              For the transition period from _________ to__________

   
                        Commission File Number 333-50049

                               DTI Holdings, Inc.
             (Exact name of registrant as specified in its charter)

               Missouri                               43-1828147
    (State or other jurisdiction of     (I.R.S. Employer Identification Number)
    incorporation or organization)

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

Registrant's telephone number, including area code:  (314) 880-1000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  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  [_]

As of May 13, 1999, 30,000,000 shares of the Registrant's common stock, $.01 par
value,  were  issued  and  outstanding.   


<PAGE>


                               DTI HOLDINGS, INC.

                                    FORM 10-Q

                                 March 31, 1999

                                TABLE OF CONTENTS

                                                                            Page

PART I     FINANCIAL INFORMATION

Item 1.    Financial Statements

           Condensed Consolidated Balance Sheets at June 30, 1998 and
             March 31, 1999 (Unaudited)                                        1

           Condensed Consolidated Statements of Operations for the 
             Three and Nine Months Ended March 31, 1998 and 1999 
             (Unaudited)                                                       2

           Condensed Consolidated Statements of Cash Flows for the 
             Nine Months Ended March 31, 1998 and 1999 (Unaudited)             3

           Notes to Condensed Consolidated Financial Statements
             (Unaudited)                                                   4 - 5

Item 2.    Management's Discussion and Analysis of Financial 
           Condition and Results of Operations                            6 - 10

Item 3.    Quantitative and Qualitative Disclosures About Market Risk         10


PART II    OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                                   11

Signatures
Exhibit Index

<PAGE>


Part I:   FINANCIAL INFORMATION
Item 1.   Financial Statements

<TABLE>
<CAPTION>


                        DTI HOLDINGS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                                                       June 30,         March 31,
                                                                         1998            1999
                                                                       ---------       ----------
<S>                                                                <C>               <C>   

Assets                                                                             
Current assets:                                                                      
  Cash and cash equivalents....................................    $251,057,274      $202,381,780
  Trade accounts receivable, net...............................         501,612           141,669
  Other receivables............................................              --            77,057
  Prepaid and other current assets.............................          69,635           400,506
                                                                   ------------     -------------
       Total current assets....................................     251,628,521       203,001,012
Property and equipment, net....................................      77,771,527       152,095,955
Deferred financing costs, net of amortization of
  $509,869 and $1,736,432......................................      10,028,558         9,327,172
Deferred tax asset.............................................       3,234,331         3,234,331
Other assets...................................................         202,223           120,271
                                                                   ------------      ------------
       Total...................................................    $342,865,160      $367,778,741
                                                                   ============      ============
Liabilities and stockholders' equity                                               
Current liabilities:                                                               
  Accounts payable.............................................    $  4,722,418      $ 10,322,680
  Vendor financing.............................................              --         2,240,749
  Taxes payable (other than income taxes)......................       1,830,668         1,915,853
  Other accrued liabilities....................................          83,605         4,193,815
                                                                   ------------       -----------
       Total current liabilities...............................       6,636,691        18,673,097
Deferred revenues..............................................      16,814,488        19,723,830
Senior discount notes, net of unamortized discount of                                 
  $9,465,882 and $8,330,477                                         277,455,859       304,869,086
Vendor financing...............................................              --         2,240,749
Other long-term liabilities....................................              --           275,003
                                                                   ------------      ------------
       Total liabilities.......................................     300,907,038       345,781,765
                                                                   ------------      ------------
Commitments and contingencies                                                --                --
Stockholders' equity:
  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...................................      44,013,063        44,213,063
  Common stock warrants........................................      10,421,336        10,421,336
  Unearned compensation........................................              --           (81,820)
  Accumulated deficit..........................................     (12,776,577)     ( 32,855,903)
                                                                   ------------      ------------
       Total stockholders' equity..............................      41,958,122        21,996,976
                                                                   ------------      ------------
Total..........................................................    $342,865,160      $367,778,741
                                                                   ============      ============
</TABLE>

            See notes to condensed consolidated financial statements.

                                       1
<PAGE>

<TABLE>
<CAPTION>


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

                                               For the Three Months Ended        For the Nine Months Ended
                                                        March 31,                        March 31,
                                                1998             1999             1998             1999
                                             -----------      -----------      -----------     ------------
<S>                                          <C>              <C>              <C>             <C>    


  REVENUES:                               
  Telecommunications services:
    Carrier's carrier services.............   $  963,729      $ 1,706,647      $ 1,707,914      $ 4,958,125
    End-user services......................       50,314          104,111          324,660          322,714
                                              ----------      -----------      -----------      -----------
       Total revenues......................    1,014,043        1,810,758        2,032,574        5,280,839
                                              ----------      -----------        ---------      -----------

  OPERATING EXPENSES:                                                                         
    Telecommunications services............      615,206        1,653,078        1,024,578        3,648,429
    Selling, general and administrative....      749,689        1,466,230        2,347,825        4,466,036
    Depreciation and amortization..........      555,050        1,393,000        1,385,750        2,894,000
                                              ----------      -----------       ----------      -----------
       Total operating expenses............    1,919,945        4,512,308        4,758,153       11,008,465
                                              ----------       ----------       ----------      -----------

  LOSS FROM OPERATIONS.....................     (905,902)      (2,701,550)      (2,725,579)      (5,727,626)

  OTHER INCOME (EXPENSES):                                                                    
    Interest income........................    1,438,752        2,494,902        1,558,898        8,799,242
    Interest expense.......................   (3,697,605)      (7,693,953)      (3,697,605)     (23,150,942)
                                              -----------     -----------      ------------     -----------
       Loss before income tax benefit......   (3,164,755)      (7,900,601)      (4,864,286)     (20,079,326)

  INCOME TAX BENEFIT.......................    1,340,000               --        2,020,000               --
                                              ----------      -----------      -----------      -----------

  NET LOSS.................................  $(1,824,755)     $(7,900,601)     $(2,844,286)    $(20,079,326)
                                             ===========      ===========      ===========     ============
</TABLE>

                       See notes to condensed consolidated financial statements.


<PAGE>


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

                                Nine Months Ended
                                                                                 December 31,
                                                                          1998                1999
                                                                      -------------      -------------
<S>                                                                    <C>               <C>    

Cash flows provided by operating activities:
  Net loss.......................................................      $(2,844,286)      $(20,079,326)
  Adjustments to reconcile net loss to cash provided
    by operating activities:                                                                        
       Depreciation and amortization.............................        1,385,750          2,894,000
       Accretion of senior discount notes........................        3,528,911         21,808,730
       Amortization of deferred financing costs..................          106,110          1,226,563
       Deferred income taxes.....................................       (2,020,000)                --
       Amortization of unearned compensation.....................               --            118,180
       Other noncash items.......................................               --            113,654
       Changes in assets and liabilities:                         
          Trade accounts receivable..............................         (549,209)           282,886
          Other assets...........................................          (11,003)          (248,919)
          Accounts payable.......................................           40,568          5,600,262
          Other liabilities......................................         (531,188)         4,385,213
          Taxes payable (other than income taxes)................        1,192,254             85,185
          Deferred revenues......................................        4,617,514          2,909,342
                                                                      ------------         ----------
Net cash flows provided by operating activities..................        4,915,421         19,095,770
                                                                      ------------          ---------
Cash flows from investing activities:                                                  
  Increase in network and equipment..............................      (28,028,066)       (67,246,087)
                                                                       -----------          ---------
Net cash used in investing activities............................      (28,028,066)       (67,246,087)
                                                                       -----------          ---------
Cash flows from financing activities:
  Proceeds from issuance of senior discount notes and
    attached warrants............................................      275,223,520                 --
  Proceeds from issuance of redeemable convertible
    preferred stock..............................................       17,250,000                 --
  Deferred financing costs.......................................      (10,496,397)          (525,177)
  Proceeds from credit facility..................................        3,000,000                 --
  Principal payments on credit facility..........................       (3,000,000)                --
                                                                      ------------       ------------
Cash flows provided by (used in) financing activities............      281,977,123           (525,177)
                                                                      ------------       ------------

Net increase (decrease) in cash and cash equivalents........           258,864,478        (48,675,494)
Cash and cash equivalents, beginning of period                           4,366,906        251,057,274
                                                                      ------------       ------------
Cash and cash equivalents, end of period.........................     $263,231,384       $202,381,780
                                                                      ============       ============

Noncash investing and financing activities:
  Interest capitalized to fixed assets...........................     $    182,000       $  5,604,497
                                                                      ============       ============
  Fixed assets acquired through vendor financing.................     $         --       $  4,367,844
                                                                      ============       ============
</TABLE>
 
            See notes to condensed consolidated financial statements

                                       2
<PAGE>


DTI Holdings, inc.
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  subsidiary  (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,
1998  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 1999 presentation.

2.    COMMITMENTS AND CONTINGENCIES

On June 20, 1995,  the Company and its  President  were named as defendants in a
suit in which the plaintiff  alleges that (i) the plaintiff entered into an oral
contract  with the  defendants  pursuant to which the plaintiff was to receive a
percentage of the Company's common stock,  (ii) the plaintiff  provided services
to the Company for which the  plaintiff was not and should be  compensated,  and
(iii) the defendants  misrepresented  certain facts to the plaintiff in order to
induce him to loan money and provide services to the defendants.  Based on these
allegations,  the  plaintiff  is suing for breach of  contract  and fraud and is
seeking actual monetary damages, punitive damages and a percentage of the common
stock of the Company.  Management  believes the  plaintiff's  claims are without
merit and  intends  to  vigorously  defend the  claims.  It is not  possible  to
determine what impact,  if any, the outcome of this litigation might have on the
financial condition,  results of operations or cash flows of the Company at this
time. The President has agreed  personally to indemnify the Company  against any
and all losses and damages  resulting  from any  judgments  and awards  rendered
against the Company in this litigation.  However, no guarantee can be made as to
the  ability to satisfy  all such  amounts.  The  President  has also  agreed to
indemnify  the holder of the  convertible  preferred  stock from such losses and
damages,  and has  pledged  his stock  ownership  in the  Company to secure such
obligation.

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.

                                       4
<PAGE>

During  fiscal  1999,  the Company has made and will  continue to make  material
commitments related to the expansion of its network.

2.    VENDOR FINANCING AGREEMENT

On December 15, 1998, the Company entered into a vendor financing agreement with
its fiber optic cable vendor  allowing for  deferred  payment  terms for one and
two-year periods on qualifying cable purchases up to $15 million. Interest under
the  agreement  will  accrue at a rate of LIBOR  plus 2%. As of March 31,  1999,
total borrowings and accrued interest under this agreement were $4,481,498.

























                                       5
<PAGE>

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

RESULTS OF OPERATIONS

Three and Nine Months Ended March 31, 1998 Compared to the Three and Nine Months
Ended March 31, 1999


REVENUE

Total revenue for the third quarter grew $797,000,  or 79%, from $1.0 million in
fiscal 1998 to $1.8 million in fiscal 1999, primarily  attributable to increased
revenue from carrier's carrier services. Revenue from carrier's carrier services
was up 77% principally from increased sales of point-to-point transport business
on the Company's  completed  routes.  Total revenue for the first nine months of
the year  increased 160% over the first nine months of fiscal 1998 primarily due
to increased  carrier's  carrier  services.  Subsequent  to March 31, 1999,  the
Company  entered  into a  one-year  agreement  with an  existing  Tier 1 carrier
customer to provide that customer with SONET ring-protected services at an OC-12
level on one of its regional rings. This new agreement,  valued at $2.8 million,
replaces expired and expiring DS-3 point-to-point  transport business,  provides
the customer with additional capacity and will provide additional annual revenue
of approximately $700,000 to DTI.


OPERATING EXPENSES

Telecommunications  services  expenses were up $1.0 million in the third quarter
of fiscal 1999 over the same period in fiscal 1998. For the first nine months of
fiscal 1999 compared to 1998, telecommunication services expenses increased $2.6
million.  These  increases  reflect the growth of personnel costs related to the
building of the management infrastructure, as well as increased costs related to
leased  capacity to support  existing  customers in areas not yet reached by the
Company's network, and costs related to recently accepted dark fiber segments on
previously acquired routes.

Selling,  general and  administrative  expenses for the three months ended March
31, 1999 increased $717,000 over the same period in fiscal 1998 and were up $2.1
million for the  respective  nine-month  periods.  The increase is mainly due to
additional  administrative  and sales  personnel  and the expenses of supporting
these personnel.

Depreciation and amortization  grew 151% from last year's third quarter and 109%
for the nine month period due to increasing amounts of the Company's fiber optic
network being placed into service in fiscal 1999.  Depreciation and amortization
will  continue to grow as the Company  continues 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 third  quarter and the fiscal year to date
increased  from net expense of $2.3 million and $2.1 million,  respectively,  in
fiscal 1998, to a net expense of $5.2 million and $14.4  million,  respectively,
in fiscal  1999.  This  change is due to the  issuance of the  Company's  Senior

                                       6
<PAGE>

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

An income tax benefit of $1.3  million and $2.0  million  was  recorded  for the
three and nine-month periods, respectively, ended March 31, 1998, compared to no
benefit  or  provision  in the  comparable  periods in fiscal  1999.  Management
believes it is more likely than not that the deferred income tax assets,  net of
the valuation  allowance,  will be realized based on current income tax laws and
expectations  of future  taxable  income  stemming from the reversal of existing
deferred tax liabilities or ordinary operations.  A valuation allowance is being
provided to reserve  for  significant  deferred  tax assets  generated  from net
operating loss  carryforwards and the nondeductible  interest expense related to
the Company's  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  March  31,  1999,  the  Company  had  $202.4  million  of cash  and  cash
equivalents.  The decrease of $48.7  million for the nine months ended March 31,
1999 was primarily due to expenditures  on the Company's  property and equipment
as the Company continues to expand its fiber optic network.

The net cash  provided by operating  activities  was $19.1  million for the nine
month period ended March 31,  1999,  compared to $4.9 million in the  comparable
period in fiscal  1998,  primarily  as a result of cash  derived  from  interest
income and an increase in accounts  payable and accrued  liabilities  associated
with the continued development of the Company's network.

Cash used in investing activities for the nine month period ended March 31, 1999
was $67.2 million compared to $28.0 million for the comparable  period of fiscal
1998.  The growth in investing  activities  reflects the purchase of network and
equipment to be used in the Company's operations.

Cash provided by (used in) financing activities was $(525,000) in the first nine
months of fiscal 1999,  compared to $282.0  million,  from a combination  of the
issuance of $275.2  million of Senior  Discount  Notes and attached  warrants in
February  1998 and the  issuance  of $17.2  million  of  redeemable  convertible
preferred  stock,  in the first nine months of fiscal 1998.  The Company did not
enter into any new cash financing  transactions in the first  three-quarters  of
fiscal 1999. However,  the Company has entered into a vendor financing agreement
with its fiber optic cable vendor  allowing for deferred  payment  terms for one
and two-year periods on qualifying cable purchases up to $15 million.

To achieve its business  plan, DTI will need  significant  financing to fund its
capital  expenditure,  working  capital and debt  service  requirements  and its
anticipated   future  operating   losses.   The  Company's   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

                                       7
<PAGE>

facilities  pursuant to long-term  IRUs for planned routes that the Company 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.  The Company  estimates  that total capital
expenditures  necessary  to  complete  the DTI  network  will  approximate  $800
million,  of which the Company had expended $156 million,  as of March 31, 1999.
During the  balance of  calendar  1999,  the  Company  anticipates  its  capital
expenditure  priorities  will be  focused  principally  on  expanding  from  its
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.  The Company  anticipates that its existing
financial resources will be adequate to fund the above mentioned  priorities and
its existing capital  commitments,  principally payments required under existing
IRU and short-term lease agreements, totaling $111 million, which are payable in
varying installments over the period through December 31, 1999. In addition, the
Company has a commitment at March 31, 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.  The Company 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 March 31, 1999, DTI had $202.4 million of cash and cash equivalents.  Such
amount  is  expected  to  provide  sufficient  liquidity  to meet the  Company's
operating  and capital  requirements  into early 2000.  Subsequent to such 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.  The  Company is  exploring  the
possibility  of an  additional  high yield debt  offering,  a commercial  credit
facility and equity sales,  but has no specific  plans at this time. The Company
is 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 the Company will continue to obtain advance payments
from  customers  prior to  commencing  construction  of, or obtaining  IRUs for,
planned  routes,  that it 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 the Company and within the  restrictions  under
the Company's existing financing  arrangements,  or at all. If the Company fails
to obtain the capital  required to complete the DTI network,  the Company  could
modify,  defer or abandon plans to build or acquire certain  portions of the DTI
network.  The failure of the Company,  however, to raise the substantial capital
required to complete the DTI network could have a material adverse effect on the
Company.  The actual amount and timing of DTI's capital  requirements may differ
materially from those estimates  depending on demand for the Company's services,
and the Company's ability to implement its 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 the  Company's  Restricted  Subsidiaries  to pay dividends and make other
payments to the  Company,  future debt  instruments  of Digital  Teleport,  Inc.

                                       8
<PAGE>

("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 the
Company.  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. The Company  currently  expects 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.
The Company does not anticipate that it will receive any material  distributions
from Digital Teleport prior to September 1, 2003. Even if the Company determined
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 the
Company 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 the Company
would  have a  material  adverse  effect on the  Company's  ability  to meet its
obligations on the Senior  Discount  Notes.  Further,  there can be no assurance
that  the  Company  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 the Company believes that its existing  systems and software  applications
are Year 2000 compliant,  there can be no assurance until the year 2000 that all
of the Company's  systems and software  applications then in place will function
adequately.  The failure of the Company's  systems or software  applications  to
accommodate the year 2000 could have a material  adverse effect on its business,
financial  condition  and  results of  operations.  Further,  if the  systems or
software applications of telecommunications  equipment suppliers, ILECs, IXCs or
others on whose  services  or  products  the  Company  depends  or with whom the
Company's  systems must interface are not Year 2000  compliant,  it could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results  of  operations.   The  Company  intends  to  continue  to  monitor  the
performance of its accounting,  information and processing  systems and software
applications  and those of its third-party  constituents to identify and resolve
any Year 2000 issues. To the extent necessary,  the Company 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,  the Company  does not expect that the costs of such  replacements,
upgrades and reprogramming will be material to its business, financial condition
or results of operations.  Most major domestic carriers have announced that they
expect to achieve Year 2000 compliance for their networks and support systems by
mid-1999;   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 the  Company's
networks and support systems and have a material adverse effect on the Company's
business,  financial  condition and results of  operations.  The Company has not

                                       9
<PAGE>

developed a  contingency  plan with respect to the failure of its systems or the
systems of its 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 the Company from achieving its 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 the
Company's 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 the Company's  business,  and (g) adverse changes
in the regulatory environment.


Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.













                                       10
<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)(the "S-4")).

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

10.1      Consulting  Agreement  dated   as  of   April 21, 1999  between  the 
          Registrant and H.P. Scott

27        Financial Data Schedule

(b)       Reports on Form 8-K

          None.






















                                       11
<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:   May 13, 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) (the "S-4")).

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

10.1      Consulting  Agreement  dated   as  of   April 21, 1999  between  the 
          Registrant and H.P. Scott

27        Financial Data Schedule