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, 2001

 [   ]  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, 2001

                        TABLE OF CONTENTS
                                                             Page
PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets at December      3
         31, 2000 and September 30, 2001 (Unaudited)

         Condensed Consolidated Statements of Operations for    4
         the Three and Nine  Months Ended September 30, 2000
         and 2001 (Unaudited)

         Condensed Consolidated Statements of Cash Flows for    5
         the Nine Months Ended September 30, 2000 and 2001
         (Unaudited)

         Notes to Condensed Consolidated Financial              6
         Statements (Unaudited)

Item 2.  Management's Discussion and Analysis of Financial     11
         Condition and Results of Operations

Item 3.  Quantitative and Qualitative Disclosures about        19
         Market Risk


PART II  OTHER INFORMATION

Item 1.  Legal Proceedings                                     20

Item 6.  Exhibits and Reports on Form 8-K                      21

Signatures

<PAGE>

                 PART I - FINANCIAL INFORMATION

               DTI HOLDINGS, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                  December 31,     September 30,
                                     2000              2001
                                 _____________   _______________
<S>                              <C>             <C>
 Assets                                            (Unaudited)
 Current assets:
   Cash and cash equivalents       $10,639,366        $1,956,052
   Trade accounts receivable,          626,091           276,207
   net
   Other receivables                         -         3,560,868
   Prepaid and other current         1,550,789           995,581
   assets
                                 _____________   _______________
        Total current assets        12,816,246         6,788,708
 Property and equipment, net       361,314,245       383,325,555
 Deferred financing costs, net       6,020,632         2,162,492
 Prepaid fiber usage rights            349,628           295,376
 Other assets                          626,637           810,272
                                 _____________   _______________
     Total                        $381,127,388      $393,382,403
                                 _____________   _______________
                                 _____________   _______________

 Liabilities and stockholders'
 equity (deficit)
 Current liabilities:
   Accounts payable                $23,566,886        $4,212,772
   Demand loan from parent                   -        94,000,000
   Credit facility from parent               -        46,000,000
   Interest payable to parent                -         8,109,417
   IRU payable                       7,093,000         7,093,000
   Taxes payable                     2,311,584         4,014,458
   Vendor financing                  5,836,766         3,077,259
   Senior discount notes, net of   191,376,908                 -
   unamortized underwriter's
   discount of $2,634,050 and
   $0, respectively
   Other accrued liabilities         3,919,650         5,323,320
                                 _____________   _______________
        Total current              234,104,794       171,830,226
        liabilities
 Senior discount notes, net of     188,414,535       206,853,211
 unamortized underwriter's
 discount of $2,593,278, and
 $1,829,579, respectively
 Deferred revenues                  41,148,937        45,594,735
 Vendor financing                    2,100,030                 -
                                 _____________   _______________
        Total liabilities          465,768,296       424,278,172
                                 _____________   _______________
 Commitments and contingencies
 Stockholders' equity (deficit):
   Preferred stock, $.01 par                 -                 -
   value, 20,000 shares
   authorized, no shares issued
   and outstanding
   Convertible series A                    300               300
   preferred stock, $.01 par
   value, (aggregate liquidation
   preference of $45,000,000)
   30,000 shares authorized,
   issued and outstanding
   Common stock, $.01 par value,       300,000           300,000
   100,000,000 shares
   authorized, 30,000,000 shares
   issued and outstanding
   Additional paid-in capital       44,213,063        44,213,063
   Common stock warrants            10,421,336        10,421,336
   Unearned compensation              (18,190)                 -
   Loan to stockholder             (1,593,122)                 -
   Accumulated deficit           (137,964,295)      (85,830,468)
                                 _____________   _______________
            Total stockholders'   (84,640,908)      (30,895,769)
            equity (deficit)
                                 _____________   _______________
Total                             $381,127,388      $393,382,403
                                 _____________   _______________
                                 _____________   _______________

</TABLE>

   See notes to condensed consolidated financial statements.

                               -3-

<PAGE>

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

<TABLE>
<CAPTION>

                                        Three Months                   Nine Months
                                           Ended                          Ended
                               _____________________________  _____________________________
<S>                            <C>             <C>            <C>            <C>
                                September 30,   September 30,  September 30,   September 30,
                                    2000            2001           2000            2001
                               ______________  _____________  ______________ ______________
REVENUES:
 Telecommunications services:
   Carrier's carrier services      $2,740,119     $4,393,347      $7,433,351    $12,593,598
   End-user services                  138,371        134,873         288,641        404,622
                               ______________  _____________  ______________ ______________
      Total revenues                2,878,490      4,528,220       7,721,992     12,998,220
                               ______________  _____________  ______________ ______________

OPERATING EXPENSES:
   Telecommunications services      3,767,880      4,404,974       9,866,364     13,426,779
   Write-off of prepaid fiber       1,976,000              -       1,976,000              -
   usage rights
   Selling, general and             1,267,326      1,786,923       4,029,877      4,690,759
   administrative
   Depreciation and                 4,005,369      4,998,851      11,207,773     14,462,008
   amortization
                               ______________  _____________  ______________ ______________

      Total operating expenses     11,016,575     11,190,748      27,080,014     32,579,546
                               ______________  _____________  ______________ ______________


LOSS FROM OPERATIONS              (8,138,085)    (6,662,528)    (19,358,022)   (19,581,326)

OTHER INCOME (EXPENSE):
   Interest income                    525,912        136,558       2,042,927        371,487
   Interest expense               (9,736,162)    (8,195,612)    (28,355,358)   (24,226,197)
                               ______________  _____________  ______________ ______________

      Total other income          (9,210,250)    (8,059,054)    (26,312,431)   (23,854,710)
      (expense)
                               ______________  _____________  ______________ ______________


NET LOSS BEFORE INCOME TAX       (17,348,335)   (14,721,582)    (45,670,453)   (43,436,036)
BENEFIT

TAX (PROVISION)/BENEFIT                     -              -     (2,234,331)     38,315,098
                               ______________  _____________  ______________ ______________


NET INCOME/(LOSS) BEFORE         (17,348,335)   (14,721,582)    (47,904,784)    (5,120,938)
EXTRAORDINARY ITEM

EXTRAORDINARY ITEM - GAIN ON
EARLY EXTINGUISHMENT OF DEBT-               -              -               -     57,254,765
NET OF TAX
                               ______________  _____________  ______________ ______________


 NET INCOME/(LOSS)              $(17,348,335)  $(14,721,582)   $(47,904,784)    $52,133,827
                               ______________  _____________  ______________ ______________
                               ______________  _____________  ______________ ______________

</TABLE>

    See notes to condensed consolidated financial statements.

                                       -4-
<PAGE>

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

<TABLE>
<CAPTION>
                                          Nine Months Ended
                                   ________________________________
<S>                                <C>               <C>
                                   September 30,      September 30,
                                       2000               2001
                                   _______________   ______________
 Cash flows provided by
 operating activities:
   Net (loss) income                $(47,904,784)       $52,133,827
   Adjustments to reconcile net
   (loss) income to cash
   provided by (used in)
   operating activities:
     Depreciation and                  11,207,773        14,462,008
     amortization
     Accretion of senior               26,159,519        15,042,309
     discount notes
     Amortization of deferred           1,448,418           807,487
     financing costs
     Amortization of unearned              27,270            18,190
     compensation
     Gain on early                              -      (57,254,765)
     extinguishment of debt
     Deferred income taxes              3,234,331      (38,315,098)
     Other noncash items                  555,568           363,669
     Changes in assets and                      -
     liabilities:
       Trade accounts receivable         (31,287)           349,884
       Other assets                     2,974,481       (3,135,043)
       Accounts payable                 9,815,711      (19,354,114)
       Other liabilities                1,072,344         9,136,925
       Taxes payable                      747,015         1,702,874
       Deferred revenues                5,681,106         4,445,798
                                   ______________     _____________
 Net cash flows provided by            14,987,465      (19,596,049)
 (used in) operating activities
                                   ______________     _____________

 Cash flows from investing
 activities:
   Increase in network and           (55,077,191)      (30,999,643)
   equipment
                                   ______________     _____________
 Net cash used in investing          (55,077,191)      (30,999,643)
 activities
                                   ______________     _____________

 Cash flows from financing
 activities:
   Proceeds from demand loan                    -        94,000,000
   from parent
   Proceeds from credit facility                -        46,000,000
   from parent
   Repurchase of senior discount                -      (94,833,700)
   notes
   Repayment of vendor financing      (2,839,252)       (4,859,537)
   Proceeds from repayment of                   -         1,605,615
   loan to stockholder
                                   ______________     _____________
 Cash flows (used in) provided        (2,839,252)        41,912,378
 by financing activities
                                   ______________     _____________

 Net decrease in cash and cash       (42,928,978)       (8,683,314)
 equivalents
 Cash and cash equivalents,                              10,639,366
 beginning of period                   73,190,771
                                   ______________     _____________
 Cash and cash equivalents, end       $30,261,793        $1,956,052
 of period
                                   ______________     _____________
                                   ______________     _____________

 Noncash investing and financing
 activities:
   Interest capitalized to fixed       $6,627,898        $5,473,675
   assets
                                   ______________     _____________
                                   ______________     _____________
   Fixed assets acquired through       $4,279,808        $        -
   vendor financing
                                   ______________    ______________
                                   ______________    ______________

</TABLE>

     See notes to condensed consolidated financial statements.

                                -5-

<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 accounting principles generally
accepted in the United States of America for complete financial
statements.

In the opinion of the management of DTI Holdings, Inc.
("Holdings") and its subsidiaries (collectively, 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 accounting principles generally
accepted in the United States of America.  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 period ended December 31, 2000 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.

2. TENDER OF SENIOR DISCOUNT NOTES, OWNERSHIP EXCEEDING 80 PERCENT
   AND GOING CONCERN

On February 1, 2001, Holdings purchased 50.4 percent of its Senior
Discount Notes for a purchase price of $94.8 million pursuant to a
tender offer.  KLT Telecom Inc. ("KLTT"), the then indirect
telecommunications subsidiary of Kansas City Power & Light Company
("KCP&L"), provided a demand loan ("Demand Loan") to Holdings of
$94 million at an annual interest rate of 10% in order to complete
this transaction.  KLTT now is the indirect telecommunications
subsidiary of Great Plains Energy Incorporated, a public utility
holding company of which KCP&L now is a subsidiary.  The Demand
Loan received from KLTT is in the form of a demand note in which
all principal and interest is due upon demand and is secured by a
pledge of all the outstanding stock of Digital Teleport, Inc. (the
"Subsidiary") and Digital Teleport of Virginia, Inc.  As a result
of the purchase made pursuant to the completion of the tender
offer, Holdings reduced the principal amount outstanding of its
Senior Discount Notes, net of unamortized underwriter's discount,
by approximately $193.5 million and Deferred Financing Costs by
approximately $2.9 million.  These reductions resulted in a net
benefit to the Company of $95.6 million consisting of a net gain
on early extinguishment of debt to the Company of $57.3 million
and a tax benefit of $38.3 million as a result of an adjustment in
the Company's deferred tax valuation allowance as of February 1,
2001. The purchase of the Senior Discount Notes also reduces the
amount of cash interest that will be due with respect to the
Senior Discount Notes by approximately $32 million annually
starting in September 2003, when these payments begin, and
replaced this interest with approximately $9.4 million in annual
interest which will be payable in accordance with the Demand Loan.
The consent solicitation made in connection with the tender offer
authorized certain changes in the indenture associated with the
Senior Discount Notes, including expanding the Company's allowable
secured borrowings by an additional $194 million to a total of
$294 million.  These changes also permit the Demand Loan to be
secured by the stock of the Subsidiary and Digital

                                -6-

<PAGE>


Teleport of Virginia, Inc., and other financings to be secured by
the assets of the Company and its subsidiaries.

On February 8, 2001, KLTT acquired an additional 30.7 percent of
the fully diluted shares of Holdings from Richard D. Weinstein,
the former Chairman, President and CEO of the Company for $33.6
million in cash. An additional 5 percent of the fully diluted
shares were purchased by KLTT through a tender offer for Holdings'
outstanding warrants issued in connection with the Senior Discount
Notes and the purchase by KLTT of a separate warrant for 1 percent
of Holdings' common stock, that results in KLTT now owning 82.1
percent of Holdings' fully diluted shares, excluding shares
underlying stock options granted under Holdings' 2001 Stock Option
Plan.  Shares underlying options granted under that plan are
excluded from this calculation because each optionee, upon
exercise of the options, is entitled only to receive cash in lieu
of shares in an amount equal to the spread between the fair market
of the shares and the exercise price in the event that such
exercise would either (i) cause the Company to cease being a
member of the affiliated group with KLTT for federal income tax
purposes, or (ii) cause a change of control as defined in the
Indenture, as amended, for the Senior Discount Notes.

Under the purchase agreement, Mr. Weinstein resigned as Chairman,
President and CEO and retained just over 15 percent of the fully
diluted ownership and a seat on the DTI board. Paul Pierron was
appointed the new President and CEO of the Company in April 2001.
KLTT also acquired Mr. Weinstein's interest in the Company's St.
Louis point-of-presence and switch facility, which now results in
the Company making payments to KLTT for use of this facility.
Additionally, as a part of the purchase agreement in February
2001, Mr. Weinstein repaid an outstanding loan to the Company in
the amount of $1.6 million including interest, which had resulted
from the settlement of certain litigation against the Company and
Mr. Weinstein.

Under the purchase agreement, KLTT also had committed to provide,
or arrange for third party lenders to provide, a revolving credit
facility to the Subsidiary, to be made in 2001 in the amount of
$75 million, the proceeds of which would be used for operations
and capital expenditures as set forth in a reasonable capital
budget to be established by the Subsidiary's Board of Directors.
That commitment was implemented through a credit agreement, dated
as of February 21, 2001, as amended, between the Subsidiary and
KLTT (the "Credit Agreement") which contains the terms and
conditions for making these bridge loans while KLTT and the
Subsidiary sought a permanent revolving credit facility for the
Subsidiary.  Under the terms of the Credit Agreement, KLTT had
loaned the Subsidiary a total of $39 million at 9.5% interest
through September 30, 2001 that is secured, to the extent
permitted by law or agreement, by all of the Subsidiary's assets.
One of the conditions to making advances under the Credit
Agreement was that there had been no change since February 1, 2001
in the business, property, prospects, condition (financial or
otherwise) or results of operations of the Company which could
reasonably be expected to have a material adverse effect on any of
the foregoing matters.

The Subsidiary, with the assistance of KLTT, had obtained a
contingent commitment from a major money-center bank to arrange a
syndicate of bank lenders to provide a $100 million senior credit
facility ("Senior Credit Facility") for the Subsidiary.  KLTT and
the Subsidiary were informed that it would not be possible to
obtain this Senior Credit Facility due to, among other things, the
downturn in the telecommunications industry.  As a result of this
development, the Subsidiary has determined to pursue a more
focused business plan.  In order to conserve capital in the
current generally capital constrained telecommunications industry,
the Subsidiary is focusing primarily on connectivity in secondary
and tertiary markets in a five-state region and utilizing the
significant metropolitan fiber assets that it has in its current
regional network to provide selected metro

                                -7-

<PAGE>

access services, including high bandwidth services over an Ethernet
based network targeted at enterprise customers (i.e., Gigabit Ethernet
services).  As a part of this focus, the Subsidiary has determined
not to carry through with its contingent commitment to purchase
$70 million in optical equipment from Cisco Systems.

KLTT and the Boards of Directors of Holdings and the Subsidiary
determined on July 19, 2001, after taking into account the
recommendation of a special committee of one independent director
which was advised by independent counsel, that KLTT is not
obligated to make, or arrange, any future loans to the Subsidiary
under its previous commitment, the Credit Agreement or otherwise.
This determination was based on, among other factors, the fact
that the material adverse change condition in the Credit Agreement
for additional advances is not currently satisfied in view of the
downturn in the telecommunications industry and the resulting
decline in the Subsidiary's prospects and financial condition.
However, KLTT subsequently provided an additional loan to the
Subsidiary on July 26, 2001, of $5.5 million at 9.5% interest due
February 2002 (the "July Loan"), that is secured, to the extent
permitted by law or agreement, by all of the Subsidiary's
equipment.

KLTT subsequently provided an additional loan facility to the
Subsidiary on September 25, 2001 of up to $5.0 million at 9.5%
interest due February 2002 (the "September Loan"), that is
secured, to the extent permitted by law or agreement, by all of
the Subsidiary's assets.  Future advances under the September Loan
are subject to the Subsidiary satisfying specified conditions
relating to, among other things, the Subsidiary's revenue, EBITDA
and capital expenditures.  No assurance can be given that the
Subsidiary will be able to satisfy the conditions to future
advances under the September Loan.  As of September 30, 2001, the
Subsidiary had borrowed $1.5 million of the $5.0 million made
available under the September Loan, and $44.5 million made
available under the Credit Agreement and the July Loan from KLTT
for a total of $46.0 million as of September 30, 2001.

The accompanying consolidated financial statements and financial
information has been prepared assuming that the Company will
continue as a going concern.  As a result of cumulative losses and
negative cash flow to date the Company may have insufficient
liquidity to meet its needs for continuing operations and meeting
its obligations as they come due.  As a result DTI is dependent
upon KLTT's continued funding of the Subsidiary to enable the
Subsidiary to operate and execute its refocused business plan.
The Subsidiary continues to evaluate means to enhance its business
by focusing primarily on connectivity in secondary and tertiary
markets in a five-state region and by utilizing the significant
metropolitan fiber assets that it has in its current regional
network to provide selected metro access services, including high
bandwidth services over an Ethernet based network targeted at
enterprise customers (i.e., Gigabit Ethernet services).  The
Company is also actively exploring its strategic alternatives to
address these developments which include a merger, sale of assets,
bankruptcy and all other types of recapitalization.  Moreover,
KLTT has indicated that it will not consider providing additional
funding to the Company unless KLTT determines, in its sole
judgment, that sufficient progress has been made in connection
with the Company's implementation of such strategic alternatives.
Consequently, absent additional funding, there is doubt about
DTI's ability to continue as a going concern.  Additionally, there
can be no assurance that DTI will be successful in any of the
above mentioned actions or plans in a timely basis or on terms
that are acceptable to it and within the restrictions of its
existing financing arrangements, or at all.

                                -8-

<PAGE>

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In June 2001, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 143, Accounting for Asset Retirement Obligations.
This statement establishes accounting standards for recognition
and measurement of a liability for an asset retirement obligation
and the associated retirement cost.  This Statement is required to
be adopted for financial statements issued for fiscal years
beginning after June 15, 2002.  Early adoption of this statement
is allowed, however, the Company has currently not adopted this
statement.  The effects of this statement on the Company's
financial statements is not known at this time.

In August 2001, FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets ("FAS 144 ").  This
statement addresses financial accounting and reporting for the
impairment of long-lived assets and for long-lived assets to be
disposed of.  This statement supersedes FAS No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of (" FAS 121").  However, FAS 144 retains the
fundamental provisions of FAS 121.  FAS 144 is effective for the
evaluation and measurement of impairment losses arising in
financial statements issued for fiscal years beginning after
December 15, 2001.  Early adoption is allowed, however, the
Company has currently not adopted this statement.  The effects of
this statement on the Company's financial statements is not known
at this time.

4. OTHER RECEIVABLES

Included in other receivables in the accompanying condensed
consolidated balance sheets is $3.6 million representing amounts
due under an existing IRU agreement that is due according to the
terms of the agreement, as amended, in January 2002.


5.    NETWORK AND EQUIPMENT

Network and equipment consists of the following as of:

<TABLE>
<CAPTION>

                                December 31,     September 30,
                                   2000              2001
                             _______________   _______________

<S>                          <C>               <C>
 Land                             $1,946,343        $2,184,630
 Fiber optic cable plant         190,704,018       216,173,382
 Fiber usage rights              137,436,763       141,711,928
 Fiber optic terminal             46,766,492        49,919,600
 equipment
 Network buildings                11,040,794        13,708,201
 Furniture, office equipment       3,101,193         3,699,407
 and other
 Leasehold improvements              601,406           673,181
                             _______________   _______________

                                 391,597,009       428,070,329
 Less - accumulated
 depreciation                     30,282,764        44,744,774
                             _______________   _______________
 Network and equipment, net                $                 $
                                 361,314,245       383,325,555
                             _______________   _______________
                             _______________   _______________

</TABLE>

At December 31, 2000 and September 30, 2001, fiber optic cable
plant, fiber usage rights, fiber optic terminal equipment and
network buildings include $67 million and $47 million of
construction in progress, respectively, that was not in service
and, accordingly, has not been depreciated.

                                -9-

<PAGE>

6.   INCOME TAXES

Pursuant to the acquisition by KLTT on February 8, 2001, the
Company has agreed, in accordance with a Tax Allocation Agreement,
to the allocation of, and use by, KLTT and/or its affiliates of
the existing and future net operating losses of the Company to
offset the taxable income of KLTT and/or its affiliates, except to
the extent that the Company would otherwise have taxable income in
the same tax year in which KLTT and/or its affiliate use such net
operating losses.

7.   COMMITMENTS AND CONTINGENCIES

In June 2001, a group of nine land owners filed suit in Macon
County Court, Illinois seeking damages of $523,000, plus punitive
damages in the same amount and costs.  These suits arose out of
the Company's alleged failure to obtain all of the necessary
rights-of-way from these landowners on a segment of DTI's
constructed network in Illinois.  The Company does not have any
IRU customers on this segment and does not currently intend to
light this segment in the near term in view of its more focused
business plan.  The Company also has secured an alternate route
that does not cross these plaintiffs' lands. Further, the Company
believes it can exercise condemnation powers as a state utility to
obtain these rights for fair compensation in the event that it is
determined that additional rights-of-way are needed on this
segment or other segments in Illinois.  Two landowners in
Tennessee have also filed suit against the Company, asserting that
the Company did not obtain all of the necessary rights-of-way from
the plaintiffs and seeking damages of $143,000.

It is possible that similar claims might be asserted on these
segments or other segments of the Company's network.  The Company
is unable to predict the amount of any damages that might be
awarded in the Macon County or Tennessee suits, or in any other
suit that might be filed alleging similar claims. The Company
intends to review its network to determine what additional rights
of way might be necessary or appropriate to obtain.  The Company
is unable to predict the extent to which additional rights of way
may be needed, or the cost of obtaining such rights of way.

In addition, from time to time the Company is named as a defendant
in other routine lawsuits incidental to its business. The Company
believes that none of these other 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.

                               -10-

<PAGE>

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

RESULTS OF OPERATIONS

Revenue

Total revenue for the three and nine months ended September 30,
2001 increased $1.6 million (57%) and $5.3 million (68%) from the
comparable prior year period.  This growth is primarily
attributable to increased revenues from carrier's carrier
services.  Revenues from carrier's carrier services for the same
periods were up 60% and 69%, respectively.  The increase was due
principally to additional sales of transport business on the
Company's in-service routes.

Operating Expenses

Total operating expenses increased $0.2 million and $5.5 million
for the quarter and nine-month period ended September 30, 2001
compared to the same periods in the prior year.  Telecommunication
services expenses increased $0.6 million for the quarter and
increased $3.6 million for the nine-month period ended September
30, 2001 compared to the same periods in the prior year. This
increase primarily reflects the increase of costs related to
accepted dark fiber segments, repairs and maintenance costs,
property taxes and personnel costs related to the growth of the
Company's operational infrastructure.   These increased costs were
offset in part by the Company's settlement of a swap agreement
under which both DTI and the counterparty had not delivered their
respective routes by the contracted due date.  The counterparty to
the swap agreement had delivered both of its routes and the
Company had delivered one of our two routes.  Pursuant to the
settlement agreement reached both the counterparty and DTI have
netted all future cash payments due under the original agreement.
Both parties have also substantially delivered all routes due
under the terms of the original agreement.  As a result of the
settlement of this swap agreement, the Company wrote-off $0.5
million in related payables as of September 2001 and will
experience reduced future expenditures by approximately $0.2
million per month over the next twenty years.

In the prior year, the Company abandoned its short-term two-fiber
lease from Las Vegas to Dallas and St. Louis to Chicago as the
Company had developed alternative solutions for these routes.   As
a result of this decision, the Company recorded a one-time write-
off of prepaid fiber usage rights of $2.0 million.

Selling, general and administrative costs have increased
approximately $0.5 million over the three month period and $0.7
million over the nine month period ended September 30, 2001,
versus the respective prior year periods primarily as a result of
the Company substantially increasing the headcount in both its'
sales and marketing departments to support its' increased sales
efforts.

Depreciation and amortization grew $3.3 million for the nine month
period ended September 30, 2001 in comparison to the same period
in the prior year due to increasing amounts of the Company's fiber
optic network being placed into service.

Other Income (Expense)

Net other income (expense) for the nine-month period decreased
$2.5 million to a net expense of $23.9 million in 2001.  Net other
income (expense) decreased between periods primarily due to the
Company's repurchase of 50.4% of its Senior Discount Notes on
February 1, 2001 resulting in

                               -11-

<PAGE>

a lower principal balance and interest rate associated with the
financing from KLTT.  As a result of the repurchase, the Company
has reduced the amount of accretion related to the Senior Discount
Notes.  This reduction in accretion related to the Senior Discount
Notes is offset in part by a reduction in the interest income
earned on the portion of the proceeds from the Senior Discount
Notes invested in short-term investment-grade securities as the
cash related to the Senior Discount Notes has been fully utilized
in connection with the implementation of our business strategy.

Income Taxes

The Company recognized an income tax benefit of $38.3 million as a
result of the net gain on the early extinguishment of debt in
February, 2001, which allowed the Company to adjust our deferred
tax valuation allowance for the period ended September 30, 2001.
A tax provision of $2.2 million was recorded in the same period in
the prior year to reflect the recording of a valuation allowance
against the Company's deferred tax asset.  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 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.  Additionally, pursuant to the
acquisition by KLTT on February 8, 2001, the Company has agreed,
pursuant to a Tax Allocation Agreement, to the allocation of, and
use by, KLTT and/or its affiliates of the existing and future net
operating losses of the Company to offset the taxable income of
KLTT and/or its affiliates, except to the extent that the Company
would otherwise have taxable income in the same tax year in which
KLTT and/or its affiliate use such net operating losses.

Gain on Early Extinguishment of Debt

The Company recognized a gain on early extinguishment of debt, net
of tax, of $57.3 million for the period ended September 30, 2001
as a result of the repurchase in February, 2001, of 50.4% of the
Senior Discount Notes.

Liquidity and Capital Resources

The Company has funded its capital expenditures, working capital
and debt requirements and operating losses through a combination
of advance payments for future telecommunications services
received from certain major customers, debt and equity financing
and external borrowings.

At September 30, 2001, the Company had a working capital
deficiency of $165.0 million, which represents an increase in
working capital of $56.2 million compared to the working capital
deficit of $221.3 million at December 31, 2000.  This increase is
primarily attributable to the Company's repurchase of 50.4% of its
outstanding Senior Discount Notes in February 2001.

The net cash provided by (used in) operating activities for the
nine-month period ended September 30, 2000 and 2001 totaled $15.0
million and ($19.6) million, respectively.  During 2001, net cash
used in operating activities resulted primarily from payment of
Accounts Payable of $19.4 million as various construction projects
related to the build-out of the Company's network were completed.

The Company's investing activities used cash of $31.0 million for
the nine-month period ended September 30, 2001 and $55.1 million
for the nine-month period ended September 30, 2000.  During both
periods, 100% of the investing activities were related to network
and equipment.  The

                               -12-

<PAGE>


Company expects the decreasing trend in investing activities to
continue as the Company pursues a more focused business plan in
order to conserve capital during the current generally capital
constrained condition of the telecommunications industry.

Cash used in financing activities was $2.8 million for the nine-
month period ended September 30, 2000 consisting primarily of
amounts paid under the Company's vendor financing agreement.
During the nine-month period ended September 30, 2001 cash flows
generated from financing activities was $42.0 million and
represented proceeds from loans from KLTT and repayment of the
Company's loan to stockholder, offset by payments made on our
vendor financing agreement.  The Company also repurchased 50.4% of
the outstanding Senior Discount Notes in February, 2001, using the
proceeds of a $94 million demand loan from KLTT and $0.8 million
of cash on hand.

On February 1, 2001, Holdings purchased 50.4 percent of its Senior
Discount Notes for a purchase price of $94.8 million pursuant to a
tender offer.  KLT Telecom Inc. ("KLTT"), the then indirect
telecommunications subsidiary of Kansas City Power & Light Company
("KCP&L"), provided a demand loan ("Demand Loan") to Holdings of
$94 million at an annual interest rate of 10% in order to complete
this transaction.  KLTT now is the indirect telecommunications
subsidiary of Great Plains Energy Incorporated, a public utility
holding company of which KCP&L now is a subsidiary.  The Demand
Loan received from KLTT is in the form of a demand note in which
all principal and interest is due upon demand and is secured by a
pledge of all the outstanding stock of Digital Teleport, Inc. (the
"Subsidiary") and Digital Teleport of Virginia, Inc.  As a result
of the purchase made pursuant to the completion of the tender
offer, Holdings reduced the principal amount outstanding of its
Senior Discount Notes, net of unamortized underwriter's discount,
by approximately $193.5 million and Deferred Financing Costs by
approximately $2.9 million.  These reductions resulted in a net
benefit to the Company of $95.6 million consisting of a net gain
on early extinguishment of debt to the Company of $57.3 million
and a tax benefit of $38.3 million as a result of an adjustment in
the Company's deferred tax valuation allowance as of February 1,
2001. The purchase of the Senior Discount Notes also reduces the
amount of cash interest that will be due with respect to the
Senior Discount Notes by approximately $32 million annually
starting in September 2003, when these payments begin, and
replaced this interest with approximately $9.4 million in annual
interest which will be payable in accordance with the Demand Loan.
The consent solicitation made in connection with the tender offer
authorized certain changes in the indenture associated with the
Senior Discount Notes, including expanding the Company's allowable
secured borrowings by an additional $194 million to a total of
$294 million.  These changes also permit the Demand Loan to be
secured by the stock of the Subsidiary and Digital Teleport of
Virginia, Inc., and other financings to be secured by the assets
of the Company and its subsidiaries.

On February 8, 2001, KLTT acquired an additional 30.7 percent of
the fully diluted shares of Holdings from Richard D. Weinstein,
the former Chairman, President and CEO of the Company for $33.6
million in cash. An additional 5 percent of the fully diluted
shares were purchased by KLTT through a tender offer for Holdings'
outstanding warrants issued in connection with the Senior Discount
Notes and the purchase by KLTT of a separate warrant for 1 percent
of Holdings' common stock, that results in KLTT now owning 82.1
percent of Holdings' fully diluted shares, excluding shares
underlying stock options granted under Holdings' 2001 Stock Option
Plan.  Shares underlying options granted under that plan are
excluded from this calculation because each optionee, upon
exercise of the options, is entitled only to receive cash in lieu
of shares in an amount equal to the spread between the fair
market of the shares and the exercise price in the event that
such exercise would either (i) cause the Company to cease being
a member of the

                               -13-

<PAGE>

affiliated group with KLTT for federal income tax purposes, or
(ii) cause a change of control as defined in the Indenture, as
amended, for the Senior Discount Notes.

Under the purchase agreement, Mr. Weinstein resigned as Chairman,
President and CEO and retained just over 15 percent of the fully
diluted ownership and a seat on the DTI board. Paul Pierron was
appointed the new President and CEO of the Company in April 2001.
KLTT also acquired Mr. Weinstein's interest in the Company's St.
Louis point-of-presence and switch facility, which now results in
the Company making payments to KLTT for use of this facility.
Additionally, as a part of the purchase agreement in February
2001, Mr. Weinstein repaid an outstanding loan to the Company in
the amount of $1.6 million including interest, which had resulted
from the settlement of certain litigation against the Company and
Mr. Weinstein.

Under the purchase agreement, KLTT also had committed to provide,
or arrange for third party lenders to provide, a revolving credit
facility to the Subsidiary, to be made in 2001 in the amount of
$75 million, the proceeds of which would be used for operations
and capital expenditures as set forth in a reasonable capital
budget to be established by the Subsidiary's Board of Directors.
That commitment was implemented through a credit agreement, dated
as of February 21, 2001, as amended, between the Subsidiary and
KLTT (the "Credit Agreement") which contains the terms and
conditions for making these bridge loans while KLTT and the
Subsidiary sought a permanent revolving credit facility for the
Subsidiary.  Under the terms of the Credit Agreement, KLTT had
loaned the Subsidiary a total of $39 million at 9.5% interest
through September 30, 2001 that is secured, to the extent
permitted by law or agreement, by all of the Subsidiary's assets.
One of the conditions to making advances under the Credit
Agreement was that there had been no change since February 1, 2001
in the business, property, prospects, condition (financial or
otherwise) or results of operations of the Company which could
reasonably be expected to have a material adverse effect on any of
the foregoing matters.

The Subsidiary, with the assistance of KLTT, had obtained a
contingent commitment from a major money-center bank to arrange a
syndicate of bank lenders to provide a $100 million senior credit
facility ("Senior Credit Facility") for the Subsidiary.  KLTT and
the Subsidiary were informed that it would not be possible to
obtain this Senior Credit Facility due to, among other things, the
downturn in the telecommunications industry.  As a result of this
development, the Subsidiary has determined to pursue a more
focused business plan.  In order to conserve capital in the
current generally capital constrained telecommunications industry,
the Subsidiary is focusing primarily on connectivity in secondary
and tertiary markets in a five-state region and utilizing the
significant metropolitan fiber assets that it has in its current
regional network to provide selected metro access services,
including high bandwidth services over an Ethernet based network
targeted at enterprise customers (i.e., Gigabit Ethernet
services).  As a part of this focus, the Subsidiary has determined
not to carry through with its contingent commitment to purchase
$70 million in optical equipment from Cisco Systems.

KLTT and the Boards of Directors of Holdings and the Subsidiary
determined on July 19, 2001, after taking into account the
recommendation of a special committee of one independent director
which was advised by independent counsel, that KLTT is not
obligated to make, or arrange, any future loans to the Subsidiary
under its previous commitment, the Credit Agreement or otherwise.
This determination was based on, among other factors, the fact
that the material adverse change condition in the Credit Agreement
for additional advances is not currently satisfied in view of the
downturn in the telecommunications industry and the resulting
decline in the Subsidiary's prospects and financial condition.
However, KLTT subsequently provided an additional loan to the

                               -14-

<PAGE>

Subsidiary on July 26, 2001, of $5.5 million at 9.5% interest due
February 2002 (the "July Loan"), that is secured, to the extent
permitted by law or agreement, by all of the Subsidiary's equipment.

KLTT subsequently provided an additional loan facility to the
Subsidiary on September 25, 2001 of up to $5.0 million at 9.5%
interest due February 2002 (the "September Loan"), that is
secured, to the extent permitted by law or agreement, by all of
the Subsidiary's assets.  Future advances under the September Loan
are subject to the Subsidiary satisfying specified conditions
relating to, among other things, the Subsidiary's revenue, EBITDA
and capital expenditures.  No assurance can be given that the
Subsidiary will be able to satisfy the conditions to future
advances under the September Loan.  As of September 30, 2001, the
Subsidiary had borrowed $1.5 million of the $5.0 million made
available under the September Loan, and $44.5 million made
available under the Credit Agreement and the July Loan from KLTT
for a total of $46.0 million as of September 30, 2001.

The accompanying consolidated financial statements and financial
information has been prepared assuming that the Company will
continue as a going concern.  As a result of cumulative losses and
negative cash flow to date the Company may have insufficient
liquidity to meet its needs for continuing operations and meeting
its obligations as they come due.  As a result DTI is dependent
upon KLTT's continued funding of the Subsidiary to enable the
Subsidiary to operate and execute its refocused business plan.
The Subsidiary continues to evaluate means to enhance its business
by focusing primarily on connectivity in secondary and tertiary
markets in a five-state region and by utilizing the significant
metropolitan fiber assets that it has in its current regional
network to provide selected metro access services, including high
bandwidth services over an Ethernet based network targeted at
enterprise customers (i.e., Gigabit Ethernet services).  The
Company is also actively exploring its strategic alternatives to
address these developments which include a merger, sale of assets,
bankruptcy and all other types of recapitalization.  Moreover,
KLTT has indicated that it will not consider providing additional
funding to the Company unless KLTT determines, in its sole
judgment, that sufficient progress has been made in connection
with the Company's implementation of such strategic alternatives.
Consequently, absent additional funding, there is doubt about
DTI's ability to continue as a going concern.  Additionally, there
can be no assurance that DTI will be successful in any of the
above mentioned actions or plans in a timely basis or on terms
that are acceptable to it and within the restrictions of its
existing financing arrangements, or at all.

The Company anticipates its capital expenditure priorities during
the balance of calendar 2001 will be focused principally on
connectivity in secondary and tertiary markets in a five-state
region and its' Gigabit Ethernet service.  The Company estimates
that the total additional cash funding requirements of the Company
subsequent to September 30, 2001, necessary to implement its'
refocused and downsized business plan, and to fund existing
commitments and payables, will be approximately $28 million over
the next 15 months.  In the event the Company does not meet its
projections under the its' refocused business plan, or elects to
modify the plan, the Company also may require additional capital
in the future to fund operating deficits and net losses and for
potential strategic alliances, joint ventures, debt service
requirements, contractual commitments and judgments to the extent
they may occur, if at all.  These needs could require significant
additional capital not included in the foregoing estimated capital
requirements.

Because of the downturn in the telecommunication industry, an
impairment analysis was performed on the Company's June 30, 2001,
assets in accordance with FASB 121 (Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of)
which requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances

                               -15-

<PAGE>

indicate that thecarrying amount of an asset may not be recoverable.
Based upon current business strategies the analysis indicated
there was no impairment as defined in FASB 121.

In November 1999, the Company entered into an IRU agreement with
Adelphia Business Solutions ("ABS") for over 4000 route miles on
DTI's network initially valued at between $27 to $42 million to
DTI depending on the number of options for additional routes of
fiber strands exercised by the parties.  ABS paid $10 million in
advance cash payments under the terms of the Agreement.  In August
2000, ABS cancelled five routes or portions thereof, which will
result in approximately $4.2 million in reduced future cash
collections under the Agreement, plus the repayment to ABS of
approximately $1.6 million previously paid to DTI by ABS, which
was repaid in September 2000.  In addition to providing for
certain rights to cancel delivery of route segments not delivered
to ABS by agreed upon dates, the Agreement also provides for
monthly financial credits for late deliveries.  In January, 2001,
the Company reached an agreement with ABS to amend the Agreement
between the parties.  Under the terms of the Amendment, all
credits accruing to ABS as a result of the Company's failure to
deliver routes by the contractual due dates ceased as of December
31, 2000.  In addition, the Amendment allowed ABS to terminate
four additional routes or portions thereof.  The route
cancellations will not require the repayment to ABS of any
prepayments received by the Company for those cancelled routes.
Those prepayments will be credited against amounts owed to the
Company when the remaining routes are accepted by ABS.  ABS will
be allowed to defer payment for all accepted routes until January
2002.  The amounts payable to DTI upon route delivery will accrue
interest at 11% from the actual dates of delivery of the routes
until their acceptance in January 2002, or their earlier
acceptance at the option of ABS.  In September, 2001, ABS elected
to terminate three additional routes as provided in the Amendment.
Additionally, ABS has provided termination notice on portions of
two routes that previously were delivered to and accepted by ABS.
The Company believes that ABS's termination notice is subject to
challenge and is in the process of reviewing its available
options.  As of September 30, 2001, the Company has recorded a
receivable of $3.6 million related to the delivery of various
routes under this agreement that is due according to the terms of
the agreement, as amended, in January 2002.

In September 2001, the Company settled a swap agreement under
which both DTI and the counterparty had not delivered their
respective routes by the contracted due date.  The counterparty to
the swap agreement had delivered both of its routes and DTI had
delivered one of its two routes.  Pursuant to the settlement
agreement reached both the counterparty and DTI have netted all
future cash payments due under the original agreement.  Both
parties have also substantially delivered all routes due under the
terms of the original agreement.  As a result of the settlement of
this swap agreement, the Company wrote-off $0.5 million in related
payables as of September 2001 and will experience reduced future
expenditures by approximately $0.2 million per month over the next
twenty years.

DTI has a swap agreement with a counterparty under which both DTI
and the counterparty did not deliver their respective routes by
the contracted due date.  DTI and the counterparty are in the
process of reviewing the agreement regarding the late delivery by
both parties.

In another swap agreement, if DTI does not settle an obligation by
providing the counterparty with additional DTI fiber acceptable to
that party by December 31, 2001, DTI may be required to pay
an additional $7 million in cash to the counterparty.
Additionally, DTI has notified the counterparty of its' intent to
terminate one of the routes it was to receive under the swap
agreement as a result of the counterparties failure to deliver
timely and accurate route drawings.  If effectuated, the
termination would limit any amounts due the counterparty from DTI.
The counterparty disputes

                               -16-

<PAGE>

DTI's right to request such termination and both parties are
currently in discussions in attempts to resolve the matter.

DTI also has a swap agreement in which the counterparty has
delivered their respective fibers but DTI is still in the process
of delivering its fibers.  DTI had previously purchased some
fibers from this same counterparty in 1998, however, this
counterparty was late in the delivery of these other fibers.  DTI
had sent a termination notice to the counterparty related to these
fibers resulting in a reduction in the amount owed to the
counterparty of $6.5 million and a request for the refund of a
$1.6 million deposit, however, the counterparty is disputing this
termination notice.  DTI and the counterparty are in the process
of reviewing all the related agreements regarding the late
delivery by both parties.

An agreement dating back to October 1994, between AmerenUE and DTI
requires DTI to construct a fiber optic network linking AmerenUE's
86 sites throughout the states of Missouri and Illinois in return
for cash payments to DTI and the use of various rights-of-way
including downtown St. Louis.  As of September 30, 2001, DTI had
completed approximately 86% of the sites required for AmerenUE and
expects to complete all such construction by the end of the first
quarter 2002.  AmerenUE has set off against amounts payable to DTI
up to $48,000 per month as damages under DTI's contract with them
due to DTI's failure to meet certain construction deadlines, and
AmerenUE has reserved its rights to seek other remedies under the
contract which could potentially include reclamation of the rights-
of-way granted to DTI.  DTI is behind schedule with respect to
such contract.  Upon completion and turn-up of services, AmerenUE
is contractually required to pay DTI a remaining lump sum expected
to be approximately $1.3 million for their telecommunications
services over DTI's network.

On February 23, 1998, the Company completed the issuance and sale
of the Senior Discount Notes, from which the Company received
proceeds, net of underwriting discounts and expenses, totaling
approximately $265 million.  As a result of the completion of the
Company's tender offer for its Senior Discount Notes on February
1, 2001, the amount of Senior Discount Notes has been reduced by
50.4 percent and certain changes have been made to the indenture
including expanding the Company's allowable secured borrowings by
an additional $194 million to a total of $294 million, permitting
the tender offer indebtedness, and permitting the acquisition of
any or all of the Senior Discount Notes at any time.  These
changes permitted the tender offer financing and credit facility
to be secured by the assets and stock of the Company and its
subsidiaries.  The Company has used the net proceeds (i) to fund
additional capital expenditures required for the completion of our
network, (ii) to expand the management, operations and sales and
marketing infrastructure and (iii) for additional working capital
and other general corporate purposes. The Company may incur
significant and possibly increasing operating losses and expects
to generate negative net cash flows after capital expenditures
during at least the next year as the Company continues to invest
substantial funds to develop and expand its telecommunications
services and customer base.

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 the Subsidiary may impose significant restrictions
that may affect, among other things, the ability of the Subsidiary
to pay dividends or make loans, advances or other distributions
to us. The ability of the Subsidiary 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 approximately $31 million,

                               -17-

<PAGE>

after giving effect to the repurchase of the Senior
Discount Notes. In addition, the Senior Discount Notes mature on
March 1, 2008. The Company currently expects that the earnings and
cash flow, if any, of the Subsidiary will be retained and used by
the Subsidiary in its operations, including servicing its own debt
obligations. The Company does not anticipate that it will receive
any material distributions from the Subsidiary prior to September
1, 2003. Even if the Company determines to pay a dividend on or
make a distribution in respect of the capital stock of the
Subsidiary, there can be no assurance that the Subsidiary 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 the Subsidiary, will permit such
dividends or distributions. The failure of the Subsidiary 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 as defined in
the Indenture.  Accordingly, if the Company cannot achieve
operating profitability or positive cash flows from operating
activities, the Company may not be able to service the Senior
Discount Notes or to meet the Company's other debt service or
working capital requirements, which would have a material adverse
effect on the Company.

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.  These statements describe our attempt to predict
future events. We use the words "believe," "anticipate," "expect,"
"will" and "estimated completion" similar expressions to identify
forward-looking statements. You should be aware that these forward-
looking statements are subject to a number of risks, assumptions,
and uncertainties, such as:

-    Risks associated with our capital requirements and existing
     debt;
-    Risks associated with increasing competition in the
     telecommunications industry, including industry over-capacity and
     declining prices;
-    Changes in laws and regulations that govern the
     telecommunications industry;
-    Risks related to obtaining significant revenue increases;
-    Risks related to continuing our business plan without delays,
     including the need to obtain permits and rights-of-way and
     performance penalties for failure to meet delivery deadlines; and
-    Other risks discussed in the Company's Form 10K under "Risk
     Factors" filed with the Securities and Exchange Commission for the
     period ended December 31, 2000.

This list is only an example of some of the risks that may affect
our forward-looking statements. If any of these risks or
uncertainties materialize (or if they fail to materialize), or if
the underlying assumptions are incorrect, then our results may
differ materially from those we have projected in the forward-looking
statements. The Company does not intend to update these statements to
reflect future events or circumstances, except to the extent, if any,
required by law.

                               -18-

<PAGE>

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
          RISK.

As of September 30, 2001, the Company had $206.9 million of 12
1/2% Senior Discount Notes, due 2008, $46.0 million under other
credit facilities from KLTT and a $94 million demand loan from
KLTT.  The Company's short-term and long-term obligations are
principally fixed interest rate, and as a result, the Company is
less sensitive to market rate fluctuations.  The Company currently
does not use derivative financial instruments to manage its
interest rate risk and has no cash flow exposure due to general
interest rate changes for its fixed interest rate long-tem debt.

All of the Company's revenue is derived from domestic operations,
so risk related to foreign currency exchange rates is considered
minimal.


                               -19-

<PAGE>

                    PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

In September 2001, a group of nine land owners filed suit in Macon
County Court, Illinois seeking damages of $523,000, plus punitive
damages in the same amount and costs.  These suits arose out of
the Company's alleged failure to obtain all of the necessary
rights-of-way from these landowners on a segment of DTI's
constructed network in Illinois.  The Company does not have any
IRU customers on this segment and does not currently intend to
light this segment in the near term in view of its more focused
business plan.  The Company has also secured an alternate route
that does not cross these plaintiffs' lands. Further, the Company
believes it can exercise condemnation powers as a state utility to
obtain these rights for fair compensation in the event that it is
determined that additional rights-of-way are needed on this
segment or other segments in Illinois.  Two landowners in
Tennessee have also filed suit against the Company, asserting that
the Company did not obtain all of the necessary rights-of-way from
the plaintiffs and seeking damages of $143,000.

It is possible that similar claims might be asserted on these
segments or other segments of the Company's network.  The Company
is unable to predict the amount of any damages that might be
awarded in the Macon County or Tennessee suits, or in any other
suit that might be filed alleging similar claims. The Company
intends to review its network to determine what additional rights
of way might be necessary or appropriate to obtain.  The Company
is unable to predict the extent to which additional rights of way
may be needed, or the cost of obtaining such rights of way.

In addition, from time to time the Company is named as a defendant
in other routine lawsuits incidental to its business. The Company
believes that none of these other 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.


                               -20-

<PAGE>


ITEM 6.   EXHIBITS AND REPORTS ON FORM 10-Q:

(a)     Exhibits

10.39   Credit  Agreement between Digital Teleport, Inc. and KLT
        Telecom Inc. dated September 25, 2001 filed herewith.

10.40   Security Agreement between Digital Teleport, Inc. and KLT
        Telecom Inc. dated September 25, 2001 filed herewith.

10.41   Tax Allocation Agreement between Digital Teleport, Inc.
        and Great Plains Energy and Subsidiaries dated October 1,
        2001 filed herewith.

(b)  Reports on Form 8-K

During third-quarter 2001, the Company filed the following current
reports on Form 8-K:

(1)   Form  8-K  Filed July 25, 2001 was filed pursuant to Item 5
      (Other Events).

(2)   Form 8-K Filed September 25, 2001 was filed pursuant to Item 5
      (Other Events).

                               -21-

<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 8, 2001    /S/Gary W. Douglass
                           Gary W. Douglass, Senior Vice President
                           Finance and Administration and
                           Chief Financial Officer (Principal
                           Financial and Accounting Officer)