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 March 31, 2000


            [_] 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

                                 March 31, 2000

                                TABLE OF CONTENTS

                                                                           Page

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets at June 30, 1999 and
           March 31, 2000 (Unaudited)                                        1

         Condensed Consolidated Statements of Operations for the Three
           and Nine Months Ended March 31, 1999 and 2000 (Unaudited)         2

         Condensed Consolidated Statements of Cash Flows for the Nine
           Months Ended March 31, 1999 and 2000 (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

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,            March 31,
                                                                  1999               2000
                                                              ------------       ------------
<S>                                                           <C>                <C>
Assets
Current assets:
  Cash and cash equivalents...............................    $132,175,829       $ 47,523,536
  Trade accounts receivable, net..........................         261,372            417,189
  Other receivables.......................................              --          7,562,633
  Prepaid and other current assets........................         294,688            447,276
                                                              ------------       ------------
       Total current assets...............................     132,731,889         55,950,634
Property and equipment, net...............................     213,469,187        307,653,495
Deferred financing costs, net.............................       8,895,865          7,533,316
Prepaid fiber usage rights................................       5,273,347          3,515,566
Deferred tax asset........................................       3,234,331          3,234,331
Other assets..............................................         156,271            266,160
                                                              ------------       ------------
       Total..............................................    $363,760,890       $378,153,502
                                                              ============       ============

Liabilities and stockholders' equity (deficit)
Current liabilities:
  Accounts payable........................................    $  9,561,973       $ 15,014,544
  Vendor financing........................................       2,298,946          6,392,339
  Taxes payable...........................................       3,140,681          2,395,448
  Other accrued liabilities...............................       1,227,344          1,446,022
                                                              ------------       ------------
       Total current liabilities..........................      16,228,944         25,248,353
Senior discount notes, net of unamortized underwriter's
   discount of $7,924,244 and $6,643,709                       314,677,178        345,594,383
Deferred revenues.........................................      22,270,006         35,579,248
Vendor financing..........................................       2,298,946          3,696,145
Other long-term liabilities...............................         366,671            641,675
                                                              ------------       ------------
       Total liabilities..................................     355,841,745        410,759,804
                                                              ------------       ------------
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
Unearned compensation.....................................         (72,730)           (45,460)
  Accumulated deficit.....................................     (45,492,824)      ( 85,982,729)
                                                               -----------       ------------
           Total stockholders' equity (deficit)...........       7,919,145        (32,606,302)
                                                               -----------       ------------
Total.....................................................    $363,760,890       $378,153,502
                                                              ============       ============
</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 Nine Months Ended
                                                             March 31,                        March 31,
                                                      1999             2000            1999             2000
                                                  ------------    --------------   --------------   ------------
  <S>                                              <C>             <C>             <C>              <C>
  REVENUES:
  Telecommunications services:
    Carrier's carrier services...............      $ 1,706,647     $  2,309,464    $  4,958,125     $  6,346,020
    End-user services........................          104,111           61,029         322,714          166,506
                                                   -----------     ------------    ------------     ------------
       Total revenues........................        1,810,758        2,370,493       5,280,839        6,512,526
                                                   -----------     ------------    ------------     ------------

  OPERATING EXPENSES:
    Telecommunications services..............        1,653,078        3,006,769       3,648,429        8,886,221
    Selling, general and administrative......        1,466,230        1,390,713       4,466,036        3,934,688
    Depreciation and amortization............        1,393,000        3,494,223       2,894,000       10,214,335
                                                   -----------     ------------    ------------     ------------
       Total operating expenses..............        4,512,308        7,891,705      11,008,465       23,035,244
                                                   -----------     ------------    ------------     ------------

  LOSS FROM OPERATIONS.......................       (2,701,550)      (5,521,212)     (5,727,626)     (16,522,718)

  OTHER INCOME (EXPENSE):
    Interest income..........................        2,494,902          884,199       8,799,242        3,343,910
    Interest expense.........................       (7,693,953)      (9,127,811)    (23,150,942)     (27,311,097)
                                                   -----------     -------------   ------------     ------------

  NET LOSS...................................      $(7,900,601)    $(13,764,824)   $(20,079,326)    $(40,489,905)
                                                   ===========     ============    ============     ============

            See notes to condensed consolidated financial statements.
</TABLE>
                                       2
<PAGE>

<TABLE>
<CAPTION>

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

                                                                     Nine Months Ended
                                                                          March 31,
                                                                  1999               2000
                                                            --------------      --------------
<S>                                                         <C>                 <C>
Cash flows provided by operating activities:
  Net loss.............................................     $ (20,079,326)      $ (40,489,905)
  Adjustments to reconcile net loss to cash provided
     by operating activities:
       Depreciation and amortization...................         2,894,000          10,214,335
       Accretion of senior discount notes..............        21,808,730          25,545,848
       Amortization of deferred financing costs........         1,226,563           1,362,549
       Amortization of unearned compensation...........           118,180              27,270
       Other noncash items.............................           113,654             379,488
       Changes in assets and liabilities:
          Trade accounts receivable....................           282,886            (155,817)
          Other assets.................................          (248,919)         (6,067,329)
          Accounts payable.............................         5,600,262           5,452,571
          Other liabilities............................         4,385,213             493,682
          Taxes payable................................            85,185            (745,233)
          Deferred revenues............................         2,909,342          13,309,242
                                                            -------------       -------------
Net cash flows provided by operating activities........        19,095,770           9,326,701
                                                            -------------       -------------
Cash flows from investing activities:
  Increase in network and equipment....................       (67,246,087)        (91,861,969)
                                                            -------------       -------------
Net cash used in investing activities..................       (67,246,087)        (91,861,969)
                                                            -------------       -------------
Cash flows from financing activities:
  Repayment of vendor financing........................                --          (2,117,025)
  Deferred financing costs.............................          (525,177)                 --
                                                            -------------       -------------
Cash flows used in financing activities................          (525,177)         (2,117,025)
                                                            -------------       -------------
Net decrease in cash and cash equivalents..............       (48,675,494)        (84,652,293)
Cash and cash equivalents, beginning of period.........       251,057,274         132,175,829
                                                            -------------       -------------
Cash and cash equivalents, end of period...............     $ 202,381,780       $  47,523,536
                                                            =============       =============
Noncash investing and financing activities:
  Interest capitalized to fixed assets.................     $   5,604,497       $   5,371,357
                                                            =============       =============
  Fixed assets acquired through vendor financing.......     $   4,367,844       $   7,165,317
                                                            =============       =============
</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.    OTHER RECEIVABLES

Included in other receivables in the accompanying condensed consolidated balance
sheets is $7.1  million  representing  amounts  due from a  counter  party to an
existing IRU agreement.  DTI anticipates  that this amount and other amounts due
under the IRU agreement  will be collected  from the counter party upon delivery
by DTI of a route segment due the counter party.

3.    NETWORK AND EQUIPMENT

Network and equipment consists of the following as of:

                                              June 30, 1999     March 31, 2000
                                              -------------     --------------
      Land...................................  $     46,190      $    633,131
      Fiber optic cable plant................    95,615,071       143,816,441
      Fiber usage rights.....................    82,062,685       128,058,718
      Fiber optic terminal equipment.........    37,014,509        41,422,629
      Network buildings......................     4,755,042         8,646,697
      Furniture, office equipment and other..     1,309,402         2,609,654
      Leasehold improvements.................       585,254           599,527
                                               ------------      ------------
                                                221,388,153       325,786,797
      Less-- accumulated depreciation........     7,918,966        18,133,302
                                               ------------      ------------
      Network and equipment, net               $213,469,187      $307,653,495

                                              ============      ============

                                        4
<PAGE>

4.    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.


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

RESULTS OF OPERATIONS

REVENUE

Total  revenue for the quarter  and nine months  ended March 31, 2000  increased
$560,000 (31%) and $1.2 million (23%), 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 35%
and 28%, respectively, principally from increased sales of transport business on
our in-service routes.

OPERATING EXPENSES

Total  operating  expenses  were up $3.4 million and $12.0  million in the third
quarter  and  first  nine  months of fiscal  2000,  respectively,  over the same
periods in fiscal 1999.  For the third  quarter of fiscal 2000 compared to 1999,
telecommunication  services expenses increased $1.4 million.  For the first nine
months  of  fiscal  2000  compared  to  the  same  period  in  the  prior  year,
telecommunication  services  expenses  increased  $5.2  million.  This  increase
primarily  reflects the growth of personnel costs related to the assimilation 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 nine months ended
March 31, 2000  decreased  $75,000 and $531,000,  respectively,  compared to the
same  periods in fiscal  1999.  The  decreases  are due mainly to a reduction in
outside legal,  professional and consulting costs as more of these functions are
now performed internally.

Depreciation and amortization grew $2.1 million and $7.3 million,  respectively,
for the quarter and nine months ended March 31, 2000 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.

                                        5
<PAGE>

OTHER INCOME (EXPENSE)

Net other income  (expense) for the third quarter  increased from net expense of
$5.2 million in fiscal 1999 to a net expense of $8.2 million in fiscal 2000. Net
other income  (expense) for the first nine months  increased from net expense of
$14.4  million in fiscal 1999 to a net expense of $24.0  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.

INCOME TAXES

No income tax benefit or provision  was  recorded  for the three and  nine-month
periods ended March 31, 2000 or 1999. 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 March 31, 2000,  we had $47.5  million of cash and cash  equivalents.  The
decrease of $84.7 million for the nine months ended March 31, 2000 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
nine-month  period  ended  March 31,  2000,  compared  to $19.1  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 and less cash derived from  interest  income as the average
cash balances have decreased as we have implemented our business strategy.

Cash used in investing activities for the nine month period ended March 31, 2000
was $91.9 million compared to $67.2 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 nine  months of
fiscal  1999 versus $2.1  million in fiscal  2000 for  repayments  on the vendor
financing.  We did not enter  into any new cash  financing  transactions  in the
first three quarters of fiscal 2000.

To achieve our business  plan,  we will need  significant  financing to fund our
capital  expenditure,   working  capital,  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  $323 million as of March 31, 2000.  During the balance of

                                       6
<PAGE>

fiscal year 2000,  we  anticipate  our capital  expenditure  priorities  will be
focused  principally on expanding  from our existing  Missouri/Arkansas/Oklahoma
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  which  consist   principally  of
construction  commitments of $13 million for network segments under construction
and payments  required  under  existing  IRU and  short-term  lease  agreements,
totaling $8 million,  which are payable within the next twelve months as related
contract completion criteria are met. In addition, we have a commitment at March
31, 2000 for eight  telecommunications  switches  totaling $15 million  which is
cancelable  upon the  payment of a  cancellation  fee of $42,000 for each of the
remaining  unpurchased  switches.  We also may require additional capital in the
future to fund  operating  deficits and net losses and for  potential  strategic
alliances,  joint  ventures and  acquisitions.  These  activities  could require
significant  additional capital not included in the foregoing  estimated capital
requirements.

As of March 31, 2000, DTI had $47.5 million of cash and cash  equivalents.  Such
amounts, when coupled with anticipated  collections of additional amounts due us
under  existing IRU  agreements  upon delivery of specific  route  segments,  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 or a commercial  credit facility.  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

                                       7
<PAGE>

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.

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:  May 12, 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