UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                 FORM 10-K/A1

               Annual Report Pursuant to Section 13 or 15(d) of 
                      The Securities Exchange Act of 1934

                     For the year ended December 31, 1997
                       Commission File Number:  1-13424



                       DATA SYSTEMS NETWORK CORPORATION
            (Exact name of Registrant as specified in its charter)

            Michigan                                   38-2649874
  (State or other jurisdiction of              (I.R.S. Employer I.D. No.)
  incorporation or organization)

                    34705 West Twelve Mile Road, Suite 300
             Farmington Hills, Michigan                     48331
           (Address of principal executive offices)      (Zip Code)

Registrant's telephone no. including area code: (248) 489-8700

Securities registered pursuant to Section 12(b) of the Act: 

                                      Name of each exchange
Title of each class                   on which registered

Common Stock, $.01 par value          Pacific Stock Exchange and
                                      Nasdaq Stock Market's 
                                      SmallCap Market

Securities registered pursuant to Section 12(g) of the Act: None

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    

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [  ]

The aggregate market value of the voting stock of the registrant held by
non-affiliates(3,196,221 shares) on March 31, 1998 was $20,176,145.  For
purposes of this computation only, all executive officers, directors and
beneficial owners of more than 5% of the outstanding shares of common stock
are assumed to be affiliates.

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.

                                                  YES   X       NO     

Indicate the number of shares outstanding of each of the Registrant's
classes of Common Stock as of the latest practicable date:  4,859,224 shares
of Common Stock outstanding as of March 31, 1998.

                      DOCUMENTS INCORPORATED BY REFERENCE
None.

                                   PART III

ITEM 10.         DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following is a list of the members of the Board of Directors and
the executive officers of the Company and includes information regarding the
individual's age, principal occupation, other business experience,
directorships in other publicly-held companies and term of service with the
Company.  Each director holds office until the next annual meeting of
shareholders and until his successor has been elected and qualified.

Name                                      Age     Position
----                                      ---     --------

Michael W. Grieves                        48      Chairman of the Board,
                                                  President, Chief Executive
                                                  Officer and Director

Walter J. Aspatore                        55      Director

Richard R. Burkhart                       46      Director

Jerry A. Dusa                             50      Director

Gregory D. Cocke                          42      Vice President - Sales

Diane L. Grieves                          48      Executive Vice President
                                                  and Secretary

         Mr. Grieves has served as the Company's President, Chief Executive
Officer and Chairman of the Board since its inception in 1986.  Prior to
1986, Mr. Grieves served in executive, managerial and technical capacities
with Computer Alliance Corporation, a turnkey system house, Quanex
Management Sciences, a computer services bureau, and Lear Siegler
Corporation, and has more than 25 years of experience in the computer
industry.  Mr. Grieves is married to Diane L. Grieves, the Company's
Executive Vice President and Secretary.  

         Mr. Aspatore, a Director of the Company since November 1994, has
been Managing Director of Amherst Capital Partners, which provides
investment banking services to medium and small businesses, since its
founding in 1994. Prior to the formation of Amherst Capital Partners, Mr.
Aspatore was President of Onset BIDCO, which supplies financing, and
management services to companies with strong growth potential, from 1991 to
November 1994.  Mr. Aspatore was the President of Cross & Trecker
Corporation a $500 million worldwide factory automation company, from 1988
to 1991 and served that company in various capacities for approximately 22
years.  He has a total of more than 27 years of senior level management
experience in operations and finance in the worldwide factory automation,
automotive, and aerospace industries.

         Mr. Burkhart, a Director of the Company since 1986, has been a
management consultant with his own firm, Emerald Asset Management, Inc.,
since 1991 and for the last fifteen years Mr. Burkhart has specialized in
managing financially troubled businesses.  Mr. Burkhart served as the
Company's Treasurer from 1986 until April 1997.  Since 1992, Mr. Burkhart
has served as President and is principal of New Century Metals, Inc. in
Cleveland, Ohio.  From 1986 to 1991, he was Chairman of The Pratt & Whitney
Machine Tool Company in West Hartford, Connecticut.  Prior experiences
included executive positions in finance and planning with major
manufacturing companies, including Quanex Corporation and Republic Steel
Corporation.

         Mr. Dusa, a Director of the Company since November 1994, has been
the principal of Phase One Partners, an investment and consulting firm,
since September 1994.  In September 1996, Mr. Dusa became Vice President of
DIGI International Inc., a producer of data communications hardware and
software, and currently serves as DIGI's President and Chief Executive
Officer.  From July 1994 to May 1995, he was Executive Vice President of
Fujitsu Microelectronics Inc., a manufacturer of semiconductors.  Prior to
July 1994, Mr. Dusa was President of Eagle Technology, a business unit of
Anthem Electronics and a manufacturer of Ethernet adapter cards, for 1-1/2
years.  From 1991 to 1992, Mr. Dusa was President and Chief Operating
Officer of Kalpana, Inc., a manufacturer of high speed network switches,
where he was responsible for general management of all operations. In 1990,
Mr. Dusa served as Chief Operating Officer of Saros, Inc., a database
software developer. From 1987 to 1990, Mr. Dusa was Vice President of North
American sales for 3Com Corporation, a manufacturer of a wide range of
network hardware and software.  Mr. Dusa has over 22 years of management
experience in the data processing, information management and networking
industries.

         Mr. Cocke, the Company's Vice President - Sales, has held various
sales management and executive positions with the Company since its
inception.  Prior to 1986, Mr. Cocke was employed in sales and sales
management capacities at Inacomp Computer Centers, Inc. and Executive Data
Solutions, Inc., both computer sales organizations.

         Ms. Grieves, the Company's Executive Vice President and Secretary,
has held executive positions in sales, operations, and administration at the
Company since its inception.  From 1984 to 1985, Ms. Grieves was Vice
President of Sales at Executive Data Solutions, Inc., a computer sales
organization.  Prior to that, Ms. Grieves held numerous sales and sales
management positions with American Telephone and Telegraph and the Bell
operating companies.  Ms. Grieves is married to Michael W. Grieves, the
Company's Chairman, President and Chief Executive Officer.

         SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's officers and directors, and persons who own
more than 10% of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission ("SEC").  Officers, directors and greater than 10%
shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.  Based solely on its review of
the copies of such forms received by it since January 1, 1997, or written
representations from certain reporting persons that no Forms 5 were required
for those persons, the Company believes that all filing requirements
applicable to its officers, directors, and greater than 10% beneficial
owners were complied with, except that Mr. Burkhart, Director, filed one
late Form 4, disclosing one transaction on an untimely basis.

ITEM 11.         EXECUTIVE COMPENSATION

SUMMARY

         The following table sets forth the compensation paid by the Company
to the Chief Executive Officer and the only other executive officers who
earned more than $100,000 in salary and bonus during 1997 (collectively, the
"Named Officers").
























                          Summary Compensation Table
                                                              Long-Term
                                            Annual       Compensation Awards
     Name and                            Compensation         Securities
Principal Position                Year  Salary   Bonus   Underlying Options
------------------                ----  ------   -----   -------------------

Michael W. Grieves                1997 $160,006  30,000         8,000  
  Chairman, President and         1996 $121,000    -            -
  Chief Executive Officer         1995 $121,000    -            -


Diane L. Grieves                  1997 $120,000  15,375         7,500
  Executive Vice President        1996 $120,000    -           15,000
  and Secretary                   1995 $120,000    -           -

Gregory D. Cocke                  1997 $108,750  28,500        11,250
  Vice President - Sales          1996 $130,000    -           15,000
                                  1995 $129,000    -           -

Philip M. Goy                     1997 $120,000    -           12,000
  Former Treasurer and Chief      1996   83,544(1) -           50,000
  Financial Officer 

(1) Includes $43,544 earned as a consultant prior to employment as Chief
    Financial Officer.

OPTION GRANTS

         The following table provides information on option grants in 1997 to
the Named Officers.  All such options were granted under the Company's 1994
Stock Option Plan, as amended and restated April 1997.

                     Option/SAR Grants in Last Fiscal Year

                             Individual Grants

                                                               Potential
                                                               Realizable
                                                            Value at Assumed
                Number of   Percent of                        Annual Rates of
               Securities     total                            Stock Price
               Underlying  Options/SARs                         Appreciation
              Options/SARs  Granted to   Exercise                for Option
                Granted   Employees in    Price   Expiration      Term(b)
                 (#)(a)   Fiscal Year   ($/Share)    Date     5%($)   10%($)
                 ------   -----------   --------- ----------  -----   -----

Michael W. Grieves 8,000     3.29%        $8.75    6/02/07  $44,022 $111,562

Diane L. Grieves   3,333     1.57        $12.00    7/31/07   25,138   63,743
                   4,167     1.96        $13.25   10/31/07   34,723   87,995

Gregory D. Cocke   5,000     2.35        $12.00    7/31/07   37,734   95,625
                   6,250     2.94        $13.25   10/31/07   52,080  131,981

Philip M. Goy     12,000     5.65         $8.75    6/02/07   66,034  167,343

------------

(a)      The options become exercisable as follows:  50% on the second
         anniversary of the grant date and 25% on each of the third and
         fourth anniversaries of the grant date, or immediately upon a change
         of control.

(b)      Represents the value of such option at the end of its 10-year term
         (without discounting to present value), assuming the market price of
         the Common Stock appreciates from the exercise price beginning on
         the grant date at an annually compounded rate of 5% or 10%.  These
         amounts represent assumed rates of appreciation only.  Actual gains,
         if any, will be dependent on overall market conditions and on the
         future performance of the Common Stock.  There can be no assurance
         that the price appreciation reflected in this table will be
         achieved.

OPTION HOLDINGS

         The following table provides information with respect to the
unexercised options held as of the end of 1997 by the Named Officers. The
Named Officers did not exercise any options during 1997.

                      Aggregated Option/SAR Exercises In
            Last Fiscal Year and Fiscal Year-End Option/SAR Values

                      Number of Unexercised         Value of Unexercised
                     Options/SARs at Fiscal      In-the-Money Options/SARs
                          Year End (#)            At Fiscal Year End($)(a)  
Name               Exercisable  Unexercisable    Exercisable  Unexercisable
----               -----------  -------------    -----------  -------------

Michael W. Grieves    10,000        8,000         $  68,800     $  23,040
Diane L. Grieves      15,000       15,000           108,825        57,225
Gregory D. Cocke      15,000       18,750           108,825        57,225
Philip M. Goy         25,000       37,000           190,750       225,310
----------------
(a)      Value was determined by multiplying the number of shares subject to
         the option by the difference between the last sale price of the
         Common Stock reported for December 31, 1997 on the Nasdaq Stock
         Market's SmallCap Market and the option exercise price.

DIRECTOR COMPENSATION

         The Company pays non-employee directors an annual retainer of $1,000
and a fee of $500 for each Board or committee meeting attended.  On the date
of each annual shareholders meeting, each non-employee director elected or
reelected as such will also receive an option under the 1994 Stock Option
Plan to purchase 1,000 shares of Common Stock, exercisable beginning one
year after the grant date, at an exercise price equal to the fair market
value on the grant date.  The Company also reimburses out-of- pocket
expenses related to non-employee directors in attendance at such meetings.

ITEM 12.  SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of March 31, 1998, certain
information with respect to the beneficial ownership of Common Stock by each
director of the Company, each of the Named Officers, all current directors
and current executive officers as a group and all other persons known by the
Company to beneficially own more than 5% of the outstanding shares of Common
Stock (each, a "5% Owner").

                                    Number of      Percent of
Name                                Shares (a)      Class (b)
----                                ----------     ----------
Michael W. Grieves(c)                 717,500        14.7 %
Walter J. Aspatore                      6,000          *
Richard R. Burkhart                   143,625         3.0
Gregory D. Cocke(c)                   376,250         7.7
Philip M. Goy                          38,200          *
Jerry A. Dusa                           3,000          *
Diane L. Grieves                       15,000          *
Oak Ridge Investments LLC(c)          255,655(d)      5.3
All executive officers and 
  directors as a group (6 persons)  1,261,375        25.7  
-----------------                         
*        Less than one percent

(a)      The column sets forth shares of Common Stock which are deemed to be
         "beneficially owned" by the persons named in the table under Rule
         13d-3 of the SEC, including 10,000 shares of Common Stock for
         Michael Grieves, 3,000 shares for Richard Burkhart, 15,000 shares
         for Gregory Cocke, 25,000 shares for Philip Goy, 3,000 shares for
         Jerry Dusa and 15,000 shares for Diane Grieves that may be acquired
         upon the exercise of stock options that are presently exercisable or
         become exercisable within 60 days.

(b)      For purposes of calculating the percentage of Common Stock
         beneficially owned, the shares issuable to such person under stock
         options or warrants exercisable within 60 days are considered
         outstanding and added to the shares of Common Stock actually
         outstanding.

(c)      The address for Messrs. Grieves and Cocke is the Company's address. 
         Oak Ridge Investments LLC's address is 10 South LaSalle Street,
         Suite 1050, Chicago, Illinois  60603.

(d)      Information regarding Oak Ridge Investments LLC is based on the
         Schedule 13G filed on February 9, 1998.

ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         A portion of the consideration for certain 13% subordinated
promissory notes of the Company acquired by Mr. Grieves, the Company's
Chairman, President and Chief Executive Officer, pursuant to the Company's
Plan of Reorganization in 1992 was a $200,000 promissory note (the "Grieves
Note").  The Grieves Note bears interest at the Internal Revenue Service
annual imputed rate, payable annually, and does not become due unless the
maker fails to pay interest in accordance with its terms and demand is made
by the holder.  The principal amount due under the Grieves Note will be
reduced in the event and to the extent that such third party may make
payment on certain indebtedness owed to the Company or Mr. Grieves' interest
in such note is assigned to the Company.  There is $200,000 outstanding
under the Grieves Note as of March 31, 1998, which is the largest amount
outstanding under the Grieves Note since the beginning of 1997.

                                  SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.


                                 DATA SYSTEMS NETWORK CORPORATION

                                 By: /s/ Michael W. Grieves
                                     ---------------------------------------
                                     Michael W. Grieves
                                     Chairman, President and Chief Executive
                                     Officer

Dated  April 29, 1998