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 December 31, 1999


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

                        Commission File Number 333-50049

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


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

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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Section   13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                          Yes  [X]                     No  [_]


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


<PAGE>

                               DTI HOLDINGS, INC.

                                    FORM 10-Q

                               December 31, 1999

                                TABLE OF CONTENTS

                                                                           Page

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

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

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

         Condensed Consolidated Statements of Cash Flows for the Three
           and Six Months Ended December 31, 1998 and 1999 (Unaudited)       3

         Notes to Condensed Consolidated Financial Statements (Unaudited)    4

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

Item 3.  Quantitative and Qualitative Disclosures about Market Risk          8


PART II  OTHER INFORMATION

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

Signatures
Exhibit Index


<PAGE>

Part I:   FINANCIAL INFORMATION
Item 1.  Financial Statements


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

                                                                June 30,         December 31,
                                                                  1999               1999
                                                              ------------      -------------
<S>                                                           <C>                <C>
Assets
Current assets:
  Cash and cash equivalents...............................    $132,175,829       $ 73,190,771
  Trade accounts receivable, net..........................         261,372            375,436
  Other receivables.......................................              --            565,200
  Prepaid and other current assets........................         294,688            430,935
                                                              ------------       ------------
       Total current assets...............................     132,731,889         74,562,342
Property and equipment, net...............................     213,469,187        281,426,049
Deferred financing costs, net.............................       8,895,865          7,999,111
Prepaid fiber usage rights................................       5,273,347          4,101,493
Deferred tax asset........................................       3,234,331          3,234,331
Other assets..............................................         156,271            221,622
                                                              ------------       ------------
       Total..............................................    $363,760,890       $371,544,948
                                                              ============       ============

Liabilities and stockholders' equity (deficit)
Current liabilities:
  Accounts payable........................................    $  9,561,973       $  8,967,813
  Vendor financing........................................       2,298,946          5,713,159
  Taxes payable...........................................       3,140,681          1,953,917
  Other accrued liabilities...............................       1,227,344          1,179,755
                                                              ------------       ------------
       Total current liabilities..........................      16,228,944         17,814,644
Senior discount notes, net of unamortized underwriter's
   discount of $7,924,244 and $7,081,004                       314,677,178        335,036,321
Deferred revenues.........................................      22,270,006         34,780,204
Vendor financing..........................................       2,298,946          2,187,569
Other long-term liabilities...............................         366,671            550,007
                                                              ------------       ------------
       Total liabilities..................................     355,841,745        390,368,745
                                                              ------------       ------------
Commitments and contingencies
Stockholders' equity (deficit):
  Preferred stock, $.01 par value, 20,000 shares
     authorized, no shares issued and outstanding.........              --                 --
  Convertible series A preferred stock, $.01 par value,
    (aggregate liquidation preference of $45,000,000)
    30,000 shares authorized, issued and outstanding......             300                300
  Common stock, $.01 par value, 100,000,000 shares
     authorized, 30,000,000 shares issued and
     outstanding..........................................         300,000            300,000
  Additional paid-in capital..............................      44,213,063         44,213,063
  Common stock warrants...................................      10,421,336         10,421,336
  Loan to stockholder.....................................      (1,450,000)        (1,486,041)
  Unearned compensation...................................         (72,730)           (54,550)
  Accumulated deficit.....................................     (45,492,824)      ( 72,217,905)
                                                               ------------       ------------
           Total stockholders' equity (deficit)...........       7,919,145        (18,823,797)
                                                               ------------        -----------
Total.....................................................    $363,760,890       $371,544,948
                                                              ============       ============
</TABLE>

            See notes to condensed consolidated financial statements.

                                       1
<PAGE>
<TABLE>
<CAPTION>

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


                                                   For the Three Months Ended        For the Six Months Ended
                                                          December 31,                      December 31,
                                                      1998             1999            1998             1999
                                                  ------------    --------------   --------------   ------------
  <S>                                              <C>             <C>             <C>              <C>
  REVENUES:
  Telecommunications services:
    Carrier's carrier services...............      $ 1,626,946     $  2,127,036    $  3,251,478     $  4,036,556
    End-user services........................          103,486           55,547         218,603          105,477
                                                   -----------     ------------    ------------     ------------
       Total revenues........................        1,730,432        2,182,583       3,470,081        4,142,033
                                                   -----------     ------------    ------------     ------------

  OPERATING EXPENSES:
    Telecommunications services..............        1,002,707        3,084,524       1,995,351        5,879,452
    Selling, general and administrative......        1,463,268        1,308,130       2,999,806        2,543,975
    Depreciation and amortization............          809,000        3,638,304       1,501,000        6,720,112
                                                   -----------     ------------    ------------     ------------
       Total operating expenses..............        3,274,975        8,030,958       6,496,157       15,143,539
                                                   -----------     ------------    ------------     ------------

  LOSS FROM OPERATIONS.......................       (1,544,543)      (5,848,375)     (3,026,076)     (11,001,506)

  OTHER INCOME (EXPENSE):
    Interest income..........................        2,960,830        1,083,211       6,304,340        2,459,711
    Interest expense.........................       (7,705,422)      (9,650,594)    (15,456,989)     (18,183,286)
                                                   -----------     -------------   ------------     -------------

  NET LOSS...................................      $(6,289,135)    $(14,415,758)   $(12,178,725)    $(26,725,081)
                                                   ===========     =============   ============     =============
</TABLE>

                       See notes to condensed consolidated financial statements.

                                       2
<PAGE>

<TABLE>
<CAPTION>

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

                                                                      Six Months Ended
                                                                         December 31,
                                                                  1998                   1999
                                                            --------------      --------------
<S>                                                         <C>                 <C>
Cash flows provided by operating activities:
  Net loss.............................................     $ (12,178,725)      $ (26,725,081)
  Adjustments to reconcile net loss to cash provided
     by operating activities:
       Depreciation and amortization...................         1,501,000           6,720,112
       Accretion of senior discount notes..............        14,592,346          17,054,536
       Amortization of deferred financing costs........           817,615             896,754
       Amortization of unearned compensation...........           109,090              18,180
       Other noncash items.............................            45,534             194,768
       Changes in assets and liabilities:
          Trade accounts receivable....................          (111,229)           (114,064)
          Other assets.................................           (32,876)            405,056
          Accounts payable.............................         8,471,149            (594,160)
          Other liabilities............................           606,341             135,747
          Taxes payable................................          (234,300)         (1,186,764)
          Deferred revenues............................         2,529,435          12,510,198
                                                            -------------       -------------
Net cash flows provided by operating activities........        16,115,380           9,315,282
                                                            ---------------     -------------

Cash flows from investing activities:
  Increase in network and equipment....................       (41,146,999)        (68,300,340)
                                                            -------------       -------------
Net cash used in investing activities..................       (41,146,999)        (68,300,340)
                                                            -------------       -------------

Cash flows from financing activities:
  Deferred financing costs.............................          (525,177)                 --
                                                            --------------      -------------
Cash flows used in financing activities................          (525,177)                 --
                                                            -------------       -------------

Net decrease in cash and cash equivalents..............       (25,556,796)        (58,985,058)
Cash and cash equivalents, beginning of period.........       251,057,274         132,175,829
                                                            -------------       -------------
Cash and cash equivalents, end of period...............      $225,500,478       $  73,190,771
                                                            =============       =============

Noncash investing and financing activities:
  Interest capitalized to fixed assets.................     $   3,506,994       $   3,304,607
                                                            =============       =============
  Fixed assets acquired through vendor financing.......     $   2,564,969       $   3,072,027
                                                            =============       =============
</TABLE>

                    See notes to condensed consolidated financial statements.

                                       3
<PAGE>


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

1.    PRESENTATION

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

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

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

2.    NETWORK AND EQUIPMENT

Network and equipment consists of the following as of:

                                              June 30, 1999    December 31, 1999
                                              -------------    -----------------
      Land...................................  $     46,190      $    527,646
      Fiber optic cable plant................    95,615,071       124,282,364
      Fiber usage rights.....................    82,062,685       123,520,259
      Fiber optic terminal equipment.........    37,014,509        39,411,200
      Network buildings......................     4,755,042         6,302,256
      Leasehold improvements.................     1,309,402         1,435,581
      Furniture, office equipment and other..       585,254           585,821
                                               ------------      ------------
                                                221,388,153       296,065,127
      Less-- accumulated depreciation........     7,918,966        14,639,078
                                               ------------      ------------
      Network and equipment, net               $213,469,187      $281,426,049
                                               ============      ============


3.    COMMITMENTS AND CONTINGENCIES

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

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

                                      4
<PAGE>

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


RESULTS OF OPERATIONS


REVENUE

Total revenue for the quarter and six months ended  December 31, 1999  increased
$452,000 (26%) and $672,000 (19%),  respectively,  from  comparable  fiscal 1999
periods.  This  growth is  primarily  attributable  to  increased  revenue  from
carrier's carrier  services.  Revenue from carrier's carrier services was up 31%
and 24%, respectively, principally from increased sales of transport business on
our in-service routes.

OPERATING EXPENSES

Total  operating  expenses  were up $4.8  million and $8.6 million in the second
quarter and first six months of fiscal 2000, respectively, over the same periods
in fiscal  1999.  For the  second  quarter  of  fiscal  2000  compared  to 1999,
telecommunication  services expenses  increased $2.1 million.  For the first six
months  of  fiscal  2000  compared  to  the  same  period  in  the  prior  year,
telecommunication  services  expenses  increased  $3.9  million.  This  increase
primarily  reflects the growth of personnel costs related to the building of the
management and operational  infrastructure,  cost of leased  collocation  space,
costs related to accepted dark fiber segments and property taxes.

Selling,  general and administrative expenses for the three and six months ended
December 31, 1999 decreased $155,000 and $456,000,  respectively,  over the same
periods in fiscal 1999.  The  decreases are due mainly to a reduction in outside
legal,  professional  and consulting  costs as these functions are now primarily
performed in-house.

Depreciation and amortization grew $2.8 million and $5.2 million,  respectively,
for the quarter and six months ended December 31, 1999 in comparison to the same
periods in fiscal  1999 due to  increasing  amounts of our fiber  optic  network
being placed into service in fiscal 1999 and 2000. Depreciation and amortization
will continue to grow as additional  network  routes are placed into service and
as we move forward with our  investment  in capital  assets in order to increase
network capacity.

OTHER INCOME (EXPENSES)

Net other income (expenses) for the second quarter increased from net expense of
$4.7 million in fiscal 1999 to a net expense of $8.6 million in fiscal 2000. Net
other income  (expenses) for the first six months  increased from net expense of
$9.2  million in fiscal 1999 to a net expense of $15.7  million in fiscal  2000.
This  change is due to the  continued  accretion  of the Senior  Discount  Notes
issued in February 1998, which results in increasing  noncash interest  expense,
offset in part by interest income earned on the portion of the proceeds from the
Senior Discount Notes invested in short-term investment-grade securities. As the
average  cash  balances  have  decreased  as we have  implemented  our  business
strategy  so has the  related  interest  income  generated  from our  short-term
investment-grade securities.

                                       5
<PAGE>

INCOME TAXES

No income tax  benefit or  provision  was  recorded  for the three and six month
periods ended December 31, 1999 or 1998. 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 our Senior
Discount  Notes,  issued in February  1998,  that may not be  realizable  due to
uncertainties  surrounding  income tax law changes and future  operating  income
levels.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 1999, we had $73.2 million of cash and cash equivalents.  The
decrease  of $59.0  million  for the six  months  ended  December  31,  1999 was
primarily due to expenditures on property and equipment as we continue to expand
our fiber optic network.

The net cash provided by operating activities was $9.3 million for the six-month
period  ended  December 31, 1999,  compared to $16.1  million in the  comparable
period in fiscal 1999.  The reduction in cash  provided by operating  activities
resulted  primarily from increased  telecommunications  costs as the network has
expanded,  less cash derived from  interest  income as the average cash balances
have decreased as we have implemented our business  strategy,  and the timing of
cash payments associated with the continued development of our network.

Cash used in investing  activities  for the six month period ended  December 31,
1999 was $68.3 million  compared to $41.1 million for the  comparable  period of
fiscal 1999. The growth in investing activities reflects increased purchases and
construction of network and equipment to be used in our operations.

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

To achieve our business  plan,  we will need  significant  financing to fund our
capital  expenditure,   working  capital,  debt  service  requirements  and  our
anticipated  future  operating  losses.   Our  estimated  capital   requirements
primarily include the estimated cost of (i) constructing the remaining  portions
of the  planned DTI  network  routes,  (ii)  purchasing,  for cash,  fiber optic
facilities pursuant to long-term indefeasible rights to use ("IRUs") for planned
routes  that we will  neither  construct  nor acquire  through  swaps with other
telecommunication  carriers,  and (iii) additional network expansion activities,
including the  construction of additional  local loops in secondary and tertiary
cities as network  traffic  volume  increases.  We estimate  that total  capital
expenditures necessary to complete our network will approximate $650 million, of
which we had expended  $294 million as of December 31, 1999.  During the balance
of fiscal year 2000, we anticipate our capital  expenditure  priorities  will be
focused  principally  on expanding from our existing  Missouri/Arkansas  base by
building  additional  regional  rings that adjoin  existing rings and those that
initiate  new  rings  in  areas in which  we  believe  there is  strong  carrier
interest.  We anticipate that our existing financial  resources will be adequate
to fund our existing capital  commitments,  principally  payments required under
existing IRU and short-term lease  agreements,  totaling $12 million,  which are
payable within the next twelve months as related  contract  completion  criteria
are met.  In  addition,  we have a  commitment  at  December  31, 1999 for eight
telecommunications  switches  totaling $15 million which is cancelable  upon the
payment of a cancellation  fee of $42,000 for each of the remaining  unpurchased
switches. We also may require additional capital in the future to fund operating
deficits and net losses and for potential  strategic  alliances,  joint ventures

                                       6
<PAGE>

and acquisitions.  These activities could require significant additional capital
not included in the foregoing estimated capital requirements.

As of December 31,  1999,  DTI had $73.2  million of cash and cash  equivalents.
Such amount is expected to provide  sufficient  liquidity to meet our  operating
and capital  requirements  through the next twelve  months.  Subsequent  to such
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  available  cash flow from  operations,  if any. We are  exploring  the
possibility of equity sales,  additional vendor  financing,  a commercial credit
facility or an additional high yield debt offering but have no specific plans at
this time. We are in various stages of discussions with potential  customers for
IRUs,   wholesale   network  capacity   agreements  and  regional  ring  service
agreements. There can be no assurance,  however, that we will continue to obtain
advance  payments  from  customers  prior  to  commencing  construction  of,  or
obtaining IRUs for,  planned  routes,  that we will be able to obtain  financing
under any credit  facility or that other sources of capital will be available on
a timely basis or on terms that are acceptable to us and within the restrictions
under our existing financing  arrangements,  or at all. If we fail to obtain the
capital required to complete the DTI network, we could modify,  defer or abandon
plans to build or acquire  certain  portions of the DTI  network.  Our  failure,
however,  to raise the substantial  capital required to complete the DTI network
could have a material  adverse effect on us. The actual amount and timing of our
capital  requirements may differ materially from our current estimates depending
on demand for our services,  and our ability to implement  our current  business
strategy as a result of regulatory,  technological and competitive  developments
(including market developments and new opportunities) in the  telecommunications
industry.

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

                                       7
<PAGE>

FORWARD LOOKING STATEMENTS

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

                                       8
<PAGE>

                           PART II - OTHER INFORMATION


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

(a)      Exhibits


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

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

27   Financial Data Schedule

(b)  Reports on Form 8-K

     None.





                                       9
<PAGE>



                                   SIGNATURES

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



                                         DTI HOLDINGS, INC.


Date:  February 11, 2000                  /S/ Gary W. Douglass
       -----------------                 ---------------------------------------
                                         Gary W. Douglass, Senior Vice President
                                         Finance and Administration and Chief
                                         Financial Officer (Principal  Financial
                                         and Accounting Officer)



<PAGE>


Exhibits Index:

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

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

27        Financial Data Schedule