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 September 30, 1998

                                       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                               43-1674259
    (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) 253-6600

Check here whether the issuer (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  [_]                     No  [X]

As of November 13, 1998, the following shares of the  Registrant's  common stock
were issued and outstanding:

Common Stock ($.01 par value)                                        30,000,000



<PAGE>


                               DTI HOLDINGS, INC.

                                    FORM 10-Q

                               September 30, 1998

                                TABLE OF CONTENTS

                                                                            Page

PART I     FINANCIAL INFORMATION

Item 1.    Financial Statements

           Condensed Consolidated Balance Sheets at June 30, 1998 and
             September 30, 1998 (Unaudited)                                    1

           Condensed Consolidated Statements of Operations for the Three
             Months Ended September 30, 1997 and 1998 (Unaudited)              2

           Condensed Consolidated Statements of Cash Flows for the Three
             Months Ended September 30, 1997 and 1998 (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>

                        DTI HOLDINGS, INC. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<CAPTION>
                                                     June 30,       September 30, 
                                                       1998             1998

                                                     --------       -------------     
<S>                                                  <C>            <C>  
Assets
Current assets:                                                             
  Cash and cash equivalents......................    $251,057,274   $240,346,996
  Accounts receivable............................         501,612        708,985
  Prepaid and other current assets...............          69,635         30,208
                                                     ------------   ------------
       Total current assets......................     251,628,521    241,086,189
Property and equipment, net......................      77,771,527    106,754,523
Deferred financing costs, net of amortization 
       of $509,869 and $918,911..................      10,028,558     10,144,693
Deferred tax asset...............................       3,234,331      3,234,331
Other assets.....................................         202,223         60,985
                                                      -----------    -----------
       Total.....................................    $342,865,160   $361,280,721
                                                     ============   ============
Liabilities and stockholders' equity:
Current liabilities:
  Accounts payable...............................    $  4,722,418   $ 17,148,020
  Taxes payable (other than income taxes)........       1,830,668      2,055,668
  Other current liabilities......................          83,605        243,226
                                                     ------------   ------------
       Total current liabilities.................       6,636,691     19,446,914
Deferred revenues................................      16,814,488     19,323,390
Senior discount notes, net of unamortized 
       discount of $9,465,882 and $9,101,981.....     277,455,859    286,241,885
Other long-term liabilities......................                        100,000
                                                     ------------   ------------
       Total liabilities.........................     300,907,038    325,112,189
                                                     ------------   ------------
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.........................            --         (100,000)
  Accumulated deficit...........................      (12,776,577)   (18,666,167)
                                                     ------------   ------------
       Total stockholders' equity...............       41,958,122     36,168,532
                                                     ------------   ------------
Total...........................................     $342,865,160   $361,280,721
                                                     ============   ============
</TABLE>

     See notes to condensed consolidated financial statements.


<PAGE>

<TABLE>

                        DTI HOLDINGS, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<CAPTION>

                                                          Three Months Ended
                                                             September 30,
                                                          1997           1998
                                                     -------------  ------------
<S>                                                  <C>             <C>        
    REVENUES:                                               
    Telecommunications services:
      Carrier's carrier services................     $    317,662    $ 1,624,532
      End-user services.........................          134,420        115,117
                                                     ------------    -----------
         Total revenues.........................          452,082      1,739,649
                                                     ------------    -----------
    OPERATING EXPENSES:
      Telecommunications services...............          183,806        992,644
      Selling, general and administrative.......          654,080      1,536,538
      Depreciation and amortization.............          361,750        692,000
                                                      -----------    -----------
         Total operating expenses...............        1,199,636      3,221,182
                                                      -----------     ----------
    LOSS FROM OPERATIONS........................         (747,554)    (1,481,533)
    OTHER INCOME (EXPENSES):
      Interest income...........................           52,277      3,343,510
      Interest expense..........................               --     (7,751,567)
                                                      -----------    -----------
         Loss before income tax benefit.........         (695,277)    (5,889,590)
    INCOME TAX BENEFIT..........................          278,000          --
                                                     ------------    -----------
    NET LOSS....................................     $   (417,277)   $(5,889,590)
                                                     ============   ============

</TABLE>


           See  notes to  condensed  consolidated  financial statements.


<PAGE>






                        DTI HOLDINGS, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                             September 30,
                                                         1997           1998
                                                     -------------  -----------

<S>                                                  <C>            <C>   
Cash flows provided by operating activities.....     $    426,889   $  19,489,895
                                                     ------------   -------------

Cash flows from investing activities:
  Increase in network and equipment.............      (12,807,368)    (29,674,996)
                                                     ------------   -------------
     Net cash used in investing activities......      (12,807,368)    (29,674,996)
                                                     ------------   -------------

Cash flows form financing activities:
Proceeds from issuance of redeemable 
    convertible preferred stock.................        9,150,000
Deferred financing costs........................              --         (525,177)
                                                     ------------   -------------
  Cash flows provided by (used in) financing 
     activities.................................         9,150,000       (525,177)
                                                     ------------   -------------

  Net increase in cash and cash equivalents.....       (3,230,479)    (10,910,278)
  Cash and cash equivalents, beginning of 
     period.....................................        4,366,906     251,057,274
                                                     ------------   -------------
  Cash and cash equivalents, end of period......     $  1,136,427    $240,346,996
                                                     ============   =============
</TABLE>

           See  notes to  condensed  consolidated  financial statements.


<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 filed with the Securities and Exchange
Commission.  Accordingly,  note disclosures which would substantially  duplicate
the disclosures in the audited financial statements have been omitted.

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.

     The Company has received  notice from a customer that it intends to set off
against amounts payable to the Company $15,000 per month,  which as of September
30, 1998 totaled approximately  $135,000 (in addition to $400,000 previously set
off  against  other  payments)  as damages  and  penalties  under the  Company's
contract  with that  customer  due to the failure by the Company to meet certain
construction  deadlines,  and such  customer  reserved  its rights to seek other
remedies under the contract.  The Company  believes that if such $135,000 setoff
were to be made, it would not be material to the Company's  business,  financial
position or results of operations.  The Company is behind  schedule with respect
to such contract as a result of such  customer's  not obtaining on behalf of the
Company  certain  rights-of-way  required  for  completion  of  certain  network
facilities,  and the Company's limitations on its financial and human resources,
particularly  prior to the Senior  Discount  Notes  Offering.  The  Company  has
obtained alternative rights-of-way and hired additional construction supervisory
personnel to accelerate the completion of such construction. Upon completion and
turn-up of services,  such customer is contractually required to pay the Company
a lump sum of  approximately  $4.2 million for the Company's  telecommunications
services over its network

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



<PAGE>




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


RESULTS OF OPERATIONS


Three Months Ended  September 30, 1997 Compared to Three Months Ended  September
30, 1998

REVENUE

     Total  revenue  increased  285%,  from  $452,000 in 1997 to $1.7 million in
1998, due to increased  revenue from carrier's  carrier  services.  Revenue from
carrier's  carrier  services  increased 411% principally from increased sales of
wholesale network capacity agreements on the Company's completed routes.


OPERATING EXPENSES

     Operating  expenses  increased  168%,  from  $1.2  million  in 1997 to $3.2
million  in  1998.   The  increase  is  primarily   attributable   to  increased
telecommunications  services  expenses which increased  $809,000 for the quarter
over the same  quarter in 1997 due to increased  personnel  costs to support the
expansion of the DTI network,  as well as  increased  costs  related to property
taxes and other costs in connection with leasing  capacity to support  customers
in  areas  not yet  reached  by the DTI  network.  The  increase  is also due to
selling,  general and administrative expenses which increased $882,000 over 1997
due  principally to an increase in  administrative  and sales  personnel and the
expenses of supporting these personnel.  Depreciation and amortization increased
$330,000  over the  comparable  1997 quarter due to higher  amounts of plant and
equipment being in service in 1998 versus 1997.  Depreciation  and  amortization
will  continue to increase in  conjunction  with  spending on capital  assets to
increase network capacity.


INTEREST AND OTHER INCOME (EXPENSE)

     Net  interest  and other  income  (expense)  increased  from net  income of
$52,000 in 1997 to net expense of $4.4 million in 1998. This is due primarily to
the issuance of the Company's  Senior  Discount  Notes in February  1998,  which
resulted in  increased  non-cash  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 $278,000  was  recorded in the three month  period
ended  September 30, 1997 compared to no benefit or provision in the  comparable
period in 1998.  Management  believes  it is more  likely  than not that it will
generate  taxable income  sufficient to realize the tax benefit  associated with
future  deductible  temporary  differences and net operating loss  carryforwards
prior to their  expiration.  However,  a valuation  allowance is being  provided
against the deferred tax asset generated from the nondeductible interest expense
related to the Company's Senior Discount Notes issued in February 1998.


NET LOSS

     Net loss  for the  three  months  ended  September  30,  1997 was  $417,000
compared to $5.9  million for the three  months  ended  September  30, 1998 as a
result of the factors discussed above.


LIQUIDITY AND CAPITAL RESOURCES

     As of September 30, 1998,  the Company had $240.3  million of cash and cash
equivalents.  The  decrease  of $10.9  million  in the  Company's  cash and cash
equivalents  for the three months ended  September 30, 1998 was primarily due to
expenditures on the Company's property and equipment as the Company continues to
expand its network.

     The net cash  provided by operating  activities  was $19.5  million for the
quarter ended  September 30, 1998 compared to $427,000 in the comparable  period
in 1997,  primarily  as a result of an increase in accounts  payable  associated
with the  continued  development  of the  Company's  network  and an increase in
deferred revenues associated with a dark fiber sale.

     Cash used in investing  activities for the quarter ended September 30, 1998
was $29.7 million  compared to $12.8 million for the comparable  period of 1997.
The increase  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
quarter of fiscal 1999, compared to $9.2 million from the issuance of redeemable
convertible  preferred stock in the first quarter of fiscal 1998, as the Company
did not enter into any new financing transactions in the first quarter of fiscal
1999.

     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
approximately half of the planned DTI network routes, (ii) purchasing, for cash,
fiber optic  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 be approximately
$780 million, of which the Company had expended $111 million as of September 30,
1998.  During the balance of calendar 1998 and all 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
abovementioned  priorities  and its existing  capital  commitments,  principally
payments  required under existing  preliminary and definitive IRU and short-term
lease   agreements,   totaling   $125  million  which  are  payable  in  varying
installments over the period through December 31, 1999. In addition, the Company
has a commitment  at September  30, 1998 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  September  30,  1998,  DTI  had  $240.3  million  of cash  and  cash
equivalents. Such amount is expected to provide sufficient liquidity to meet the
Company's operating and capital requirements through approximately  December 31,
1999.  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  and  wholesale   network  capacity
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 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.

     The Company has received  notice from a customer that it intends to set off
against amounts payable to the Company $15,000 per month,  which as of September
30, 1998 totaled approximately  $135,000 (in addition to $400,000 previously set
off  against  other  payments)  as damages  and  penalties  under the  Company's
contract  with that  customer  due to the failure by the Company to meet certain
construction  deadlines,  and such  customer  reserved  its rights to seek other
remedies under the contract.  The Company  believes that if such $135,000 setoff
were to be made, it would not be material to the Company's  business,  financial
position or results of operations.  The Company is behind  schedule with respect
to such contract as a result of such  customer's  not obtaining on behalf of the
Company  certain  rights-of-way  required  for  completion  of  certain  network
facilities,  and the Company's limitations on its financial and human resources,
particularly  prior to the Senior  Discount  Notes  Offering.  The  Company  has
obtained alternative rights-of-way and hired additional construction supervisory
personnel to accelerate the completion of such construction. Upon completion and
turn-up of services,  such customer is contractually required to pay the Company
a lump sum of  approximately  $4.2 million for the Company's  telecommunications
services over its network

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
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 ("IRUs") 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.



<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).

     27   Financial Data Schedule

(b)      Reports on Form 8-K


     (1)  Form  8-K  date  September  1,  1998  was  filed  pursuant  to  Item 7
          (Financial Statements and Exhibits)

     (2)  Form  8-K  dated   October  7,  1998  was  filed  pursuan  to  Item  6
          (Resignation of Registrant's Directors) and Item 7.






<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 13, 1998                  /S/Gary W. Douglass
      -----------------                  -------------------
                                         Gary W. Douglass, Senior Vice President
                                         Finance and administration and
                                         Chief Financial Officer (Principal 
                                         Financial and Accounting Officer)



<PAGE>   
                                 EXHIBIT INDEX


Exhibit 
Number              Description

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).

27      Financial Data Schedule