BY-LAWS

                                       OF

                               DTI HOLDINGS, INC.
                           (adopted December 18, 1997)
              (restated, with all amendments, as of April 8, 1998)

                                    ARTICLE I

                                  Shareholders

     Section 1.1. Annual  Meetings.  An annual meeting of shareholders  shall be
held for the election of directors at such date, time and place either within or
without  the State of Missouri as may be  designated  by the Board of  Directors
from time to time.  Any other proper  business may be  transacted  at the annual
meeting. 

     Section 1.2.  Special  Meetings.  Special  meetings of shareholders  may be
called at any time by the Chairman of the Board,  if any,  the Vice  Chairman of
the Board,  if any, the President or the Board of Directors,  to be held at such
date,  time and place  either  within or without the State of Missouri as may be
stated in the notice of the meeting.

     Section 1.3.  Notice of  Meetings.  Whenever  shareholders  are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting,  and, in the
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called.  Unless  otherwise  provided by law,  the written  notice of any meeting
shall be given not less than ten nor more than sixty days before the date of the
meeting to each shareholder  entitled to vote at such meeting.  If mailed,  such
notice  shall be deemed to be given when  deposited  in the United  States mail,
postage prepaid, directed to the shareholder at his address as it appears on the
records of the Corporation.

     Section 1.4. Adjournments. Any meeting of shareholders,  annual or special,
may adjourn from time to time to reconvene at the same or some other place,  and
notice  need not be given of any such  adjourned  meeting  if the time and place
thereof are announced at the meeting at which the  adjournment is taken.  At the
adjourned  meeting,  the  Corporation may transact any business which might have
been  transacted at the original  meeting.  If the  adjournment is for more than
thirty  days,  or if after the  adjournment  a new record  date is fixed for the
adjourned  meeting,  a notice of the  adjourned  meeting  shall be given to each
shareholder of record entitled to vote at the meeting.

     Section  1.5.  Quorum.  At  each  meeting  of  shareholders,  except  where
otherwise provided by law or the articles of incorporation or these by-laws, the
holders of a majority of the outstanding  shares of each class of stock entitled


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to vote at the  meeting,  present  in person  or  represented  by  proxy,  shall
constitute  a quorum.  For  purposes of the  foregoing,  two or more  classes or
series of stock shall be  considered a single  class if the holders  thereof are
entitled to vote together as a single class at the meeting.  In the absence of a
quorum,  the shareholders so present may, by majority vote,  adjourn the meeting
from time to time in the manner provided by Section 1.4 of these by-laws until a
quorum shall  attend.  Shares of its own capital  stock  belonging on the record
date for the meeting to the Corporation or to another corporation, if a majority
of the  shares  entitled  to vote in the  election  of  directors  of such other
corporation is held, directly or indirectly,  by the Corporation,  shall neither
be entitled to vote nor be counted for quorum purposes;  provided, however, that
the  foregoing  shall  not limit the  right of the  Corporation  to vote  stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     Section 1.6. Organization.  Meetings of shareholders shall be presided over
by the Chairman of the Board,  if any, or in his absence by the Vice Chairman of
the Board,  if any, or in his absence by the  President,  or in his absence by a
Vice  President,  or in the  absence  of the  foregoing  persons  by a  chairman
designated by the Board of Directors, or in the absence of such designation by a
chairman  chosen at the  meeting.  The  Secretary  shall act as secretary of the
meeting,  but in his absence the  chairman of the meeting may appoint any person
to act as secretary of the meeting.

     Section 1.7. Voting;  Proxies.  Except as otherwise provided by the General
and Business  Corporation Law of Missouri or by the articles of incorporation of
the  corporation or any amendments  thereto,  every  shareholder  shall at every
meeting of the  shareholders  be  entitled to one vote in person or by proxy for
each share of the  capital  stock of the  corporation  held by such  shareholder
entitled to vote  thereon,  except  that no proxy  shall be voted  after  eleven
months from its date unless  otherwise  provided  in the proxy.  All  cumulative
voting  rights of  shareholders  are  hereby  denied so that each  holder of the
capital  stock shall only be entitled to one vote per share of capital  stock in
all elections of directors.  Voting  securities in any other corporation held by
the corporation  shall be voted by the president,  unless the Board of directors
specifically  confers  authority  to vote  with  respect  thereto,  which may be
general or confined to specific  instances,  upon some other  person or officer.
Any  person  authorized  to vote  securities  shall  have the  power to  appoint
proxies, with general power of substitution.

     Section 1.8. Fixing Date for  Determination  of Shareholders of Record.  In
order that the Corporation may determine the shareholders  entitled to notice of
or to vote at any meeting of  shareholders  or any  adjournment  thereof,  or to
express consent to corporate action in writing without a meeting, or entitled to
receive  payment of any  dividend  or other  distribution  or  allotment  of any
rights, or entitled to exercise any rights in respect of any change,  conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than sixty
nor less than ten days before the date of such meeting, nor more than sixty days


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prior to any other action.  If no record date is fixed:  (1) the record date for
determining  shareholders  entitled  to  notice  of or to vote at a  meeting  of
shareholders shall be at the close of business on the day next preceding the day
on which notice is given,  or, if notice is waived,  at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining  shareholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board is necessary, shall
be the day on which the first written  consent is expressed;  and (3) the record
date for determining shareholders for any other purpose shall be at the close of
business on the day on which the Board adopts the resolution relating thereto. A
determination  of  shareholders  of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.

     Section 1.9. List of  Shareholders  Entitled to Vote.  The Secretary  shall
prepare and make,  at least ten days before  every  meeting of  shareholders,  a
complete list of the shareholders  entitled to vote at the meeting,  arranged in
alphabetical  order,  and showing the address of each shareholder and the number
of shares registered in the name of each shareholder. Such list shall be open to
the  examination  of any  shareholder,  for any purpose  germane to the meeting,
during ordinary  business hours,  for a period of at least ten days prior to the
meeting,  either at a place  within  the city  where the  meeting is to be held,
which  place  shall be  specified  in the notice of the  meeting,  or, if not so
specified,  at the place where the meeting is to be held. The list shall also be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof and may be inspected by any shareholder who is present.

     Section 1.10. Consent of Shareholders in Lieu of Meeting.  Unless otherwise
provided in the  articles  of  incorporation,  any action  required by law to be
taken at any annual or special meeting of shareholders  of the  Corporation,  or
any  action  which  may be  taken  at any  annual  or  special  meeting  of such
shareholders, may be taken without a meeting, without prior notice and without a
vote,  if a consent in  writing,  setting  forth the  action so taken,  shall be
signed by the holders of all outstanding stock.

                                   ARTICLE II

                               Board of Directors

     Section 2.1. Powers;  Number;  Qualifications.  The business and affairs of
the  Corporation  shall be managed by the Board of  Directors,  except as may be
otherwise  provided by law or in the  articles of  incorporation.  The number of
directors  which shall  constitute the Board of directors shall not be less than
three  and  shall  be  established  from  time  to  time  by  resolution  of the
shareholders,  provided,  however,  that any change in the  number of  directors
shall be reported to the Secretary of State of Missouri  within thirty  calendar
days of such  change.  A director  shall not be required to be a resident of the
State of Missouri nor a shareholder of the corporation.

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<PAGE>

     Section 2.2. Election;  Term of Office;  Resignation;  Removal;  Vacancies.
Each director  shall hold office until the annual meeting of  shareholders  next
succeeding  his  election and until his  successor  is elected and  qualified or
until his earlier  resignation  or removal.  Any director may resign at any time
upon  written  notice  to the  Board of  Directors  or to the  President  or the
Secretary of the  Corporation.  Such  resignation  shall take effect at the time
specified therein,  and unless otherwise specified therein no acceptance of such
resignation shall be necessary to make it effective.

     Section 2.3. Regular  Meetings.  Regular meetings of the Board of Directors
will be held  monthly on a regular  fixed date at such places  within or without
the  State of  Missouri  as  determined  by the  Board of  Directors,  and if so
determined, notice thereof need not be given.

     Section 2.4. Special  Meetings.  Special meetings of the Board of Directors
may be held at any  time or place  within  or  without  the  State  of  Missouri
whenever  called by the Chairman of the Board,  if any, by the Vice  Chairman of
the Board, if any, by the President or by any two directors.  Reasonable  notice
thereof shall be given by the person or persons calling the meeting.

     Section 2.5. Telephonic Meetings Permitted.  Unless otherwise restricted by
the  articles  of  incorporation  or  these  by-laws,  members  of the  Board of
Directors,  or any  committee  designated  by the Board,  may  participate  in a
meeting  of the  Board or of such  committee,  as the  case may be,  by means of
conference telephone or similar  communications  equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting  pursuant to this  by-law  shall  constitute  presence in person at such
meeting.

     Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board
of Directors all members of the entire Board present in person shall  constitute
a  quorum  for the  transaction  of  business.  The  vote of a  majority  of the
directors  present at a meeting in person at which a quorum is present  shall be
the act of the Board unless the articles of incorporation or these by-laws shall
require a vote of a greater number. In case at any meeting of the Board a quorum
shall not be present,  the members of the Board  present may adjourn the meeting
from time to time until a quorum shall attend.

     Section  2.7.  Organization.  Meetings of the Board of  Directors  shall be
presided  over by the  Chairman  of the Board,  if any, or in his absence by the
Vice Chairman of the Board,  if any, or in his absence by the  President,  or in
their absence by a chairman  chosen at the meeting.  The Secretary  shall act as
secretary  of the  meeting,  but in his absence the  chairman of the meeting may
appoint any person to act as secretary of the meeting.



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     Section 2.8. Informal Action by Directors. Any action required or permitted
to be taken  at any  meeting  of the  Board of  directors,  or of any  committee
thereof,  may be  taken  without  a  meeting  if all  members  of the  board  or
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed by the secretary with the minutes or proceedings of the board
of committee.

                                   ARTICLE III

                                   Committees

     Section 3.1.  Committees.  The Board of Directors may, by resolution passed
by a  majority  of the  whole  Board,  designate  one or more  committees,  each
committee  to consist of one or more of the  Directors of the  Corporation.  The
Board may designate one or more Directors as alternate members of any committee,
who may  replace  any  absent  or  disqualified  member  at any  meeting  of the
committee.  In the absence or disqualification  of a member of a committee,  the
member or members  thereof  present at any  meeting  and not  disqualified  from
voting,  whether or not he or they constitute a quorum, may unanimously  appoint
another member of the Board to act at the meeting in place of any such absent or
disqualified  member.  Any  such  committee,  to  the  extent  provided  in  the
resolution  of the  Board,  shall  have  and may  exercise  all the  powers  and
authority  of the Board in the  management  of the  business  and affairs of the
Corporation,  and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have power or authority
in reference to amending the articles of incorporation, adopting an agreement of
merger or  consolidation,  recommending to the  shareholders  the sale, lease or
exchange of all or substantially all of the  Corporation's  property and assets,
recommending  to  the  shareholders  a  dissolution  of  the  Corporation  or  a
revocation of dissolution,  removing or indemnifying Directors or amending these
by-laws;  and,  unless the resolution  expressly so provided,  no such committee
shall have the power or  authority  to declare a dividend  or to  authorize  the
issuance of stock.

     Section 3.2.  Compensation  Committee.  The  compensation  committee  shall
consist of not fewer than two members of the board of Directors, one selected by
Richard D. Weinstein and one selected by KLT Telecom Inc., with the board member
selected by KLT Telecom Inc. to serve as the chairperson of such committee.  The
compensation  committee shall review and, as it deems appropriate,  recommend to
the president  and the board of Directors  policies,  practices  and  procedures
relating to the compensation of managerial  employees and the  establishment and
administration of employee benefit plans. The compensation  committee shall have
and  exercise  all  authority  under  any  employee  stock  option  plans of the
corporation  as  the  committee  therein  (unless  the  board  of  Directors  by
resolution  appoints any other committee to exercise such authority),  and shall
otherwise  advise and consult  with the  officers of the  corporation  as may be
requested  regarding   managerial   personnel  policies.   The  members  of  the


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<PAGE>

compensation committee shall not be eligible to participate in any discretionary
employee  benefit plan of the corporation  including any stock option plan which
are administered by the compensation committee.

     Section  3.3.  Committee  Rules.  Unless the Board of  Directors  otherwise
provides,  each  committee  designated  by the Board may make,  alter and repeal
rules for the conduct of its  business.  In the  absence of a  provision  by the
Board or a provision in the rules of such committee to the contrary,  a majority
of the entire  authorized number of members of such committee shall constitute a
quorum for the  transaction  of business,  the vote of a majority of the members
present at a meeting at the time of such vote if a quorum is then present  shall
be the act of such committee, and in other respects each committee shall conduct
its business in the same manner as the Board  conducts its business  pursuant to
Article II of these by-laws.

                                   ARTICLE IV

                                    Officers

     Section   4.1.   Officers;   Election;   Qualification;   Term  of  Office;
Resignation; Removal; Vacancies. As soon as practicable after the annual meeting
of shareholders in each year, the Board of Directors shall elect a President and
a  Secretary,  and it may, if it so  determines,  elect from among its members a
Chairman of the Board and a Vice Chairman of the Board. The Board may also elect
one or more Vice Presidents,  one or more Assistant Vice Presidents, one or more
Assistant Secretaries,  a Treasurer and one or more Assistant Treasurers and may
give any of them such further  designations or alternate  titles as it considers
desirable.  Each such officer  shall hold office until the first  meeting of the
Board after the annual meeting of shareholders next succeeding his election, and
until his successor is elected and qualified or until his earlier resignation or
removal.  Any officer may resign at any time upon written notice to the Board or
to the President or the Secretary of the  Corporation.  Such  resignation  shall
take  effect at the time  specified  therein,  and  unless  otherwise  specified
therein  no  acceptance  of  such  resignation  shall  be  necessary  to make it
effective.  The Board may remove any officer with or without  cause at any time.
Any such removal shall be without  prejudice to the  contractual  rights of such
officer,  if any, with the  Corporation,  but the election or  appointment of an
officer shall not of itself create contractual rights. Any number of offices may
be  held  by the  same  person.  Any  vacancy  occurring  in any  office  of the
Corporation  by death,  resignation,  removal or otherwise may be filled for the
unexpired portion of the term by the Board at any regular or special meeting.

     Section 4.2. Powers and Duties of Executive  Officers.  The officers of the
Corporation  shall  have  such  powers  and  duties  in  the  management  of the
Corporation  as may be prescribed  by the Board of Directors  and, to the extent
not so provided,  as generally pertain to their respective  offices,  subject to
the control of the Board.  The Board may require any officer,  agent or employee
to give security for the faithful performance of his duties.

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                                    ARTICLE V

                                      Stock

     Section 5.1.  Certificates.  Every holder of stock in the Corporation shall
be entitled to have a certificate signed by or in the name of the Corporation by
the Chairman or Vice Chairman of the Board of Directors, if any or the President
or a Vice  President,  and by the  Treasurer or an Assistant  Treasurer,  or the
Secretary or an Assistant Secretary,  of the Corporation,  certifying the number
of shares  owned by him in the  Corporation.  If such  certificate  is  manually
signed by one  officer or  manually  countersigned  by a transfer  agent or by a
registrar,  any other signature on the  certificate may be a facsimile.  In case
any  officer,  transfer  agent or  registrar  who has signed or whose  facsimile
signature  has been  placed  upon a  certificate  shall  have  ceased to be such
officer,  transfer agent or registrar before such certificate is issued,  it may
be issued by the  Corporation  with the same effect as if he were such  officer,
transfer agent or registrar at the date of issue.

     Section 5.2. Lost, Stolen or Destroyed Stock Certificates;  Issuance of New
Certificates.  The Corporation may issue a new certificate of stock in the place
of any certificate  theretofore  issued by it, alleged to have been lost, stolen
or destroyed,  and the Corporation may require the owner of the lost,  stolen or
destroyed  certificate,  or his legal representative,  to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

                                   ARTICLE VI

                                  Miscellaneous

     Section 6.1. By-Laws Subject to Shareholders'  Agreement.  At any time that
the Corporation is bound by the Shareholders'  Agreement,  dated as of March 12,
1997,  by  and  among  the  Corporation  (as  successor-in-interest  to  Digital
Teleport,  Inc.) and  certain  shareholders  named  therein,  as the same may be
modified or amended  from time to time (the  "Shareholders'  Agreement"),  then,
whether  or not  expressly  so stated  in these  by-laws  or such  Shareholders'
Agreement, any term or provision of these by-laws that is modified or superseded
by any term or provision  of such  Shareholders'  Agreement  shall not be deemed
contained in these by-laws except as so modified or superseded,  and any term or
provision of such  Shareholders'  Agreement that is contrary to or  inconsistent
with any  term or  provision  of  these  by-laws  shall,  notwithstanding  these
by-laws, govern and control the matter subject thereto.

     Section  6.2.  Fiscal  Year.  The fiscal year of the  Corporation  shall be
determined by the Board of Directors.



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     Section 6.3.  Seal. The  Corporation  may have a corporate seal which shall
have the name of the Corporation  inscribed thereon and shall be in such form as
may be approved from time to time by the Board of Directors.  The corporate seal
may be used by causing it or a facsimile  thereof to be  impressed or affixed or
in any other manner reproduced.

     Section 6.4.  Waiver of Notice of Meetings of  Shareholders,  Directors and
Committees.  Whenever  notice  is  required  to be  given  by law or  under  any
provision of the certificate of incorporation or these by-laws, a written waiver
thereof,  signed by the person  entitled to notice,  whether before or after the
time stated  therein,  shall be deemed  equivalent  to notice.  Attendance  of a
person at a meeting shall constitute a waiver of notice of such meeting,  except
when the person attends a meeting for the express  purpose of objecting,  at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully  called or convened.  Neither the business to be transacted  at,
nor the  purpose  of,  any  regular  or  special  meeting  of the  shareholders,
directors,  or members of a committee  of  directors  need be  specified  in any
written waiver of notice unless so required by the articles of  incorporation or
these by-laws.

     Section 6.5.  Indemnification  of Directors,  Officers and  Employees.  The
Corporation shall indemnify to the full extent authorized by law any person made
or  threatened  to be made a party to any action,  suit or  proceeding,  whether
criminal, civil, administrative or investigative, by reason of the fact that he,
his testator or intestate is or was a director or officer of the  Corporation or
any predecessor of the Corporation or serves or served any other enterprise as a
director,  officer  or  employee  at  the  request  of  the  Corporation  or any
predecessor of the  Corporation.  The Corporation may, in the sole discretion of
the Board of  Directors,  indemnify  to the full  extent  authorized  by law any
person made or threatened to be made a party to any action,  suit or proceeding,
whether criminal, civil, administrative or investigative,  by reason of the fact
that he, his testator or intestate is or was an employee of the  Corporation  or
any predecessor of the Corporation.

     Section  6.6.  Interested  Directors;  Quorum.  No contract or  transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation  and any other  corporation,  partnership,  association or other
organization  in which one or more of its directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose,  if: (1) the material facts as to his  relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board or the committee,  and the Board or committee in good faith authorizes the
contract  or  transaction  by  the  affirmative  votes  of  a  majority  of  the
disinterested directors,  even though the disinterested directors be less than a
quorum;  or (2) the material facts as to his  relationship or interest and as to


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<PAGE>

the  contract or  transaction  are  disclosed  or are known to the  shareholders
entitled to vote  thereon,  and the  contract  or  transaction  is  specifically
approved in good faith by majority vote of the shareholders; or (3) the contract
or  transaction  is fair as to the  Corporation as of the time it is authorized,
approved or ratified,  by the Board,  a committee  thereof or the  shareholders.
Common or interested  directors may be counted in determining  the presence of a
quorum at a meeting of the Board or of a committee which authorizes the contract
or transaction.

     Section 6.7. Form of Records.  Any records maintained by the Corporation in
the regular course of its business, including its stock ledger, books of account
and minute  books,  may be kept on, or be in the form of, punch cards,  magnetic
tape,  photographs,  microphotographs  or any other information  storage device,
provided  that the records so kept can be converted  into  clearly  legible form
within a reasonable  time. The Corporation  shall so convert any records so kept
upon the request of any person entitled to inspect the same.

     Section 6.8. [Reserved]



















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