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


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                      DATA TRANSMISSION NETWORK CORPORATION
             (Exact name of registrant as specified in its charter)


       Delaware                                                  47-0669375
(State or jurisdiction of                                     (I.R.S. Employer
incorporation or organization)                               Identification No.)
                         9110 West Dodge Road, Suite 200
                              Omaha, Nebraska 68114
          (Address, including zip code, of principal executive offices)

         Data Transmission Network Corporation Stock Option Plan of 1989
                            (Full title of the plan)

Brian L. Larson, Vice President, Chief Financial Officer,Secretary and Treasurer
                         9110 West Dodge Road, Suite 200
                              Omaha, Nebraska 68114
                                 (402) 390-2328
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)



                                   ----------



                         CALCULATION OF REGISTRATION FEE
================================================================================
  Title of                      Proposed            Proposed         Amount of
securities to  Amount to be  maximum offering    maximum aggregate  registration
be registered  registered(1) price per share(1)  offering price         fee
================================================================================
Common stock,
$.001 par      1,750,000       $ 31.53(2)        $ 55,177,500(2)    $ 16,720.45
value (SOP)      shares
================================================================================

(1)  This Form S-8 registers  additional  shares made  available  under the plan
     pursuant to prior  amendments to the plan. The number of shares  registered
     hereunder shall include any additional shares made available under the plan
     because of  adjustment  in the  shares on account of stock  splits or stock
     dividends hereafter effected by the Registrant.

(2)   Estimated  pursuant  to Rule  457(c)  of the  Securities  Act  solely  for
      purposes of calculating the registration  fee. The price is based upon the
      average  of  the  high  and  low  prices  of  Data  Transmission   Network
      Corporation  Common  Stock on  October 10,  1997,  as  reported on the
      National Association of Securities Dealers Automated Quotations system.

       This Form S-8 consists of 6 pages. The Exhibit Index is on page 4.
<PAGE>

This Form S-8  registers  additional  securities  of the  registrant of the same
class as other  securities for which a registration  statement filed on Form S-8
relating  to the plan is  effective  (Registration  No.  33-50406  as amended by
Post-Effective  Amendment  No. 1  thereto)  and is  filed  in  order to  reflect
additional  shares made available under the plan pursuant to prior amendments to
the plan. The contents of such earlier  registration  statement are incorporated
herein by this reference.



                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Omaha, State of Nebraska on October 13, 1997.



                                           DATA TRANSMISSION NETWORK CORPORATION

                                       By: /s/ Roger R. Brodersen
                                           -------------------------------------
                                           Roger R. Brodersen
                                           Chief Executive Officer


                                       2
<PAGE>

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Roger R. Brodersen and Greg T. Sloma, and
each of them  individually,  his true and lawful  attorneys-in-fact  and agents,
with full power of  substitution  and  resubstitution,  for him and in his name,
place,  and stead,  in any and all capacities  (including,  if  applicable,  his
capacity as a director and/or officer of Data Transmission Network Corporation),
to sign any and all  amendments  (including  post-effective  amendments) to this
Registration Statement and to file the same, with all exhibits thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact and agents, and each of them individually,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and about the  premises as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  and Power of  Attorney  have been  signed  below by the
following persons in the capacities and on the dates indicated.

        Signature                       Title                         Date
        ---------                       -----                         ----
<TABLE>
<CAPTION>

<S>                              <C>                            <C> 
/s/ Roger R. Brodersen           Chairman of the Board,         October 13, 1977
-----------------------------
ROGER R. BRODERSEN               Chief Executive Officer
                                 and a Director


/s/ Greg T. Sloma                Chief Operating Officer,       October 13, 1997
-----------------------------
GREG T. SLOMA                    President and a Director



/s/ Roger W. Wallace             Senior Vice President and      October 13, 1997
----------------------------- 
ROGER W. WALLACE                 a Director



/s/ Robert S. Herman             Senior Vice President and      October 13, 1997
-----------------------------  
ROBERT S. HERMAN                 a Director



/s/ Brian L. Larson              Vice President, Chief          October 13, 1997
-----------------------------
BRIAN L. LARSON                  Financial Officer, Secretary    
                                 and Treasurer (Principal 
                                 Financial and Accounting 
                                 Officer)

/s/ Jay E. Ricks                 Director                       October 13, 1997
-----------------------------
JAY E. RICKS



/s/ David K. Karnes              Director                       October 13, 1997
-----------------------------
DAVID K. KARNES



/s/ J. Michael Parks             Director                       October 13, 1997
-----------------------------
J. MICHAEL PARKS

</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>


                                  EXHIBIT INDEX

                                                                    Page Number
                                                                   In Sequential
         Exhibit                                                    Numbering
           No.                                                        System
         -------                                                   -------------
    <S>  <C>    <C>                                                        <C>


   (1)   4.1    Certificate of Incorporation of
                Data Transmission Network Corporation.

   (1)   4.2    Bylaws of Data Transmission Network Corporation.

   (2)   4.3    Amended and Restated Data Transmission Network
                Corporation Stock Option Plan of 1989.

         5.1    Opinion of Abrahams, Kaslow & Cassman regarding              5
                legality of Common Stock being registered.

         23.1   Consent of Deloitte & Touche LLP.                            6

         23.2   Consent of Abrahams, Kaslow & Cassman
                (included in Exhibit 5.1).

         24.1   Power of Attorney (included on
                signature page).
-------------------------
<FN>

   (1)   Exhibits  4.1 and 4.2 hereto were  previously  filed as exhibits to the
         Registration Statement of Data Transmission Network Corporation on Form
         S-1 as filed December 4, 1987, and are incorporated herein by this
         reference.

   (2)    Exhibit 4.3 was  previously  filed as an exhibit to  Post-Effective 
          Amendment No. 1 to the  Registration  Statement of Data  Transmission
          Network  Corporation on Form S-8  (Registration  No. 33-50406) and is
          incorporated herein by this reference.

</FN>
</TABLE>

                                       4
<PAGE>

                                                                     EXHIBIT 5.1


                                                 October 13, 1997



Data Transmission Network Corporation
9110 West Dodge Road, Suite 200
Omaha, NE  68114

Gentlemen:

         We  have  examined  the   Registration   Statement  on  Form  S-8  (the
"Registration  Statement") to be filed by Data Transmission  Network Corporation
(the "Company")  with the Securities and Exchange  Commission in connection with
the  registration of 1,750,000 shares of the $.001 par value Common Stock of the
Company (the "Shares") under the Securities Act of 1933, as amended.

         We also have  examined  the  Amended  and  Restated  Data  Transmission
Network  Corporation  Stock  Option  Plan  of 1989  (the  "Stock  Option  Plan")
incorporated  by reference  into the  Registration  Statement and such corporate
records, certificates and other documents as we deemed relevant and appropriate.

         It is our opinion that,  when sold in accordance  with the terms of the
Stock  Option  Plan,  the  Shares  will  be  legally  issued,   fully  paid  and
non-assessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement.

                            Very truly yours,

                            ABRAHAMS KASLOW & CASSMAN


                                       5
<PAGE>


                                                                    EXHIBIT 23.1


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Data Transmission  Network  Corporation on Form S-8 of our reports dated January
31, 1997,  incorporated  by reference in the Annual  Report on Form 10-K of Data
Transmission  Network  Corporation  for the year  ended  December  31,  1996.



DELOITTE & TOUCHE LLP
Omaha, Nebraska

October 2, 1997

                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 - STOCK OPTION PLAN OF 1989", "secsgml_size_bytes": 11269}]
{"company-data": {"conformed-name": "DATA TRANSMISSION NETWORK CORP", "cik": "0000790498", "assigned-sic": "7370", "irs-number": "470669375", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38001", "film-number": "97696497"}, "business-address": {"street1": "9110 W DODGE RD STE 200", "city": "OMAHA", "state": "NE", "zip": "68114", "phone": "4023902328"}, "mail-address": {"street1": "9110 WEST DODGE ROAD", "street2": "SUITE 200", "city": "OMAHA", "state": "NE", "zip": "68114"}, "former-company": {"former-conformed-name": "DATALINE INC", "date-changed": "19871214"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      DATA TRANSMISSION NETWORK CORPORATION
             (Exact name of registrant as specified in its charter)

       Delaware                                                  47-0669375
(State or jurisdiction of                                     (I.R.S. Employer
incorporation or organization)                               Identification No.)
                         9110 West Dodge Road, Suite 200
                              Omaha, Nebraska 68114
          (Address, including zip code, of principal executive offices)

         Data Transmission Network Corporation Stock Option Plan of 1989
                            (Full title of the plan)

Brian L. Larson, Vice President, Chief Financial Officer,Secretary and Treasurer
                         9110 West Dodge Road, Suite 200
                              Omaha, Nebraska 68114
                                 (402) 390-2328
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
================================================================================
  Title of                      Proposed            Proposed         Amount of
securities to  Amount to be  maximum offering    maximum aggregate  registration
be registered  registered(1) price per share(1)  offering price         fee
================================================================================
Common stock,
$.001 par      1,750,000       $ 31.53(2)        $ 55,177,500(2)    $ 16,720.45
value (SOP)      shares
================================================================================

(1)  This Form S-8 registers  additional  shares made  available  under the plan
     pursuant to prior  amendments to the plan. The number of shares  registered
     hereunder shall include any additional shares made available under the plan
     because of  adjustment  in the  shares on account of stock  splits or stock
     dividends hereafter effected by the Registrant.

(2)   Estimated  pursuant  to Rule  457(c)  of the  Securities  Act  solely  for
      purposes of calculating the registration  fee. The price is based upon the
      average  of  the  high  and  low  prices  of  Data  Transmission   Network
      Corporation  Common  Stock on  October 10,  1997,  as  reported on the
      National Association of Securities Dealers Automated Quotations system.

       This Form S-8 consists of 6 pages. The Exhibit Index is on page 4.
This Form S-8  registers  additional  securities  of the  registrant of the same
class as other  securities for which a registration  statement filed on Form S-8
relating  to the plan is  effective  (Registration  No.  33-50406  as amended by
Post-Effective  Amendment  No. 1  thereto)  and is  filed  in  order to  reflect
additional  shares made available under the plan pursuant to prior amendments to
the plan. The contents of such earlier  registration  statement are incorporated
herein by this reference.

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Omaha, State of Nebraska on October 13, 1997.

                                           DATA TRANSMISSION NETWORK CORPORATION

                                       By: /s/ Roger R. Brodersen
                                           -------------------------------------
                                           Roger R. Brodersen
                                           Chief Executive Officer

                                       2
POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Roger R. Brodersen and Greg T. Sloma, and
each of them  individually,  his true and lawful  attorneys-in-fact  and agents,
with full power of  substitution  and  resubstitution,  for him and in his name,
place,  and stead,  in any and all capacities  (including,  if  applicable,  his
capacity as a director and/or officer of Data Transmission Network Corporation),
to sign any and all  amendments  (including  post-effective  amendments) to this
Registration Statement and to file the same, with all exhibits thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact and agents, and each of them individually,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and about the  premises as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  and Power of  Attorney  have been  signed  below by the
following persons in the capacities and on the dates indicated.

        Signature                       Title                         Date
        ---------                       -----                         ----
/s/ Roger R. Brodersen           Chairman of the Board,         October 13, 1977
-----------------------------
ROGER R. BRODERSEN               Chief Executive Officer
                                 and a Director

/s/ Greg T. Sloma                Chief Operating Officer,       October 13, 1997
-----------------------------
GREG T. SLOMA                    President and a Director

/s/ Roger W. Wallace             Senior Vice President and      October 13, 1997
----------------------------- 
ROGER W. WALLACE                 a Director

/s/ Robert S. Herman             Senior Vice President and      October 13, 1997
-----------------------------  
ROBERT S. HERMAN                 a Director

/s/ Brian L. Larson              Vice President, Chief          October 13, 1997
-----------------------------
BRIAN L. LARSON                  Financial Officer, Secretary    
                                 and Treasurer (Principal 
                                 Financial and Accounting 
                                 Officer)

/s/ Jay E. Ricks                 Director                       October 13, 1997
-----------------------------
JAY E. RICKS

/s/ David K. Karnes              Director                       October 13, 1997
-----------------------------
DAVID K. KARNES

/s/ J. Michael Parks             Director                       October 13, 1997
-----------------------------
J. MICHAEL PARKS
3
EXHIBIT INDEX

                                                                    Page Number
                                                                   In Sequential
         Exhibit                                                    Numbering
           No.                                                        System
         -------                                                   -------------
(1)   4.1    Certificate of Incorporation of
                Data Transmission Network Corporation.

   (1)   4.2    Bylaws of Data Transmission Network Corporation.

   (2)   4.3    Amended and Restated Data Transmission Network
                Corporation Stock Option Plan of 1989.

         5.1    Opinion of Abrahams, Kaslow & Cassman regarding              5
                legality of Common Stock being registered.

         23.1   Consent of Deloitte & Touche LLP.                            6

         23.2   Consent of Abrahams, Kaslow & Cassman
                (included in Exhibit 5.1).

         24.1   Power of Attorney (included on
                signature page).
-------------------------
(1)   Exhibits  4.1 and 4.2 hereto were  previously  filed as exhibits to the
         Registration Statement of Data Transmission Network Corporation on Form
         S-1 as filed December 4, 1987, and are incorporated herein by this
         reference.

   (2)    Exhibit 4.3 was  previously  filed as an exhibit to  Post-Effective 
          Amendment No. 1 to the  Registration  Statement of Data  Transmission
          Network  Corporation on Form S-8  (Registration  No. 33-50406) and is
          incorporated herein by this reference.
4
EXHIBIT 5.1

                                                 October 13, 1997

Data Transmission Network Corporation
9110 West Dodge Road, Suite 200
Omaha, NE  68114

Gentlemen:

         We  have  examined  the   Registration   Statement  on  Form  S-8  (the
"Registration  Statement") to be filed by Data Transmission  Network Corporation
(the "Company")  with the Securities and Exchange  Commission in connection with
the  registration of 1,750,000 shares of the $.001 par value Common Stock of the
Company (the "Shares") under the Securities Act of 1933, as amended.

         We also have  examined  the  Amended  and  Restated  Data  Transmission
Network  Corporation  Stock  Option  Plan  of 1989  (the  "Stock  Option  Plan")
incorporated  by reference  into the  Registration  Statement and such corporate
records, certificates and other documents as we deemed relevant and appropriate.

         It is our opinion that,  when sold in accordance  with the terms of the
Stock  Option  Plan,  the  Shares  will  be  legally  issued,   fully  paid  and
non-assessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement.

                            Very truly yours,

                            ABRAHAMS KASLOW & CASSMAN

                                       5
EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Data Transmission  Network  Corporation on Form S-8 of our reports dated January
31, 1997,  incorporated  by reference in the Annual  Report on Form 10-K of Data
Transmission  Network  Corporation  for the year  ended  December  31,  1996.

DELOITTE & TOUCHE LLP
Omaha, Nebraska

October 2, 1997

                                       6