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 401(k) Plan
                            (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        300,000        $31.53(2)         $9,459,000(2)      $ 2,893.64
value (SOP)      shares
================================================================================

(1) This Form S-8 registers additional shares made available under 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.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

       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.  33-50412  as amended by
Post-Effective  Amendment  No. 1  thereto)  and is  filed  in  order to  reflect
additional  shares made  available  under 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>
   

  The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned Plan Administrator, thereunto duly authorized, in the City of Omaha,
State of Nebraska, on October 13, 1997.

                                       DATA TRANSMISSION NETWORK
                                       CORPORATION 401(k) PLAN

                                       By:  DATA TRANSMISSION NETWORK
                                            CORPORATION, Plan Administrator


                                       By: /s/ Greg T. Sloma
                                           ------------------------------------
                                           Greg T. Sloma
                                           President and Chief Operating Officer


                                       4
<PAGE>


<TABLE>
<CAPTION>

                                  EXHIBIT INDEX

                                                                  Page Number
         Exhibit                                                 In Sequential
           No.                                                  Numbering 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    Data Transmission Network Corporation 401(k) Plan,
                 as initially adopted.

   (2)           4.3(a) Amendment to the Data Transmission  Network
                 Corporation 401(k) Plan effective January 1, 1989.

   (2)           4.3(b) Amendment to the Data Transmission  Network  
                 Corporation 401(k) Plan effective July 1, 1992.

   (3)           4.3(c) Amendment to the Data Transmission  Network
                 Corporation 401(k) Plan adopted October 18, 1994.

   (3)           4.3(d) Amendment to the Data Transmission  Network
                 Corporation 401(k) Plan effective January 1, 1996.

    (3)   5.1    Internal Revenue Service determination letter that the
                 Plan, as restated July 1, 1992, is qualified under
                 Section 401 of the Internal Revenue Code.

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

          23.1   Consent of Deloitte & Touche LLP.                            6

          23.2   Consent of Abrahams, Kaslow & Cassman
                 (included in Exhibit 5.2).

          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)    Exhibits  4.3,  4.3(a)  and 4.3(b)  hereto  were  previously  filed as
          exhibits to the Registration  Statement of Data  Transmission  Network
          Corporation  on  Form  S-8   (Registration   No.   33-50412)  and  are
          incorporated herein by this reference.

   (3)    Exhibits  4.3(c),  4.3(d) and 5.1 hereto were previously filed as 
          exhibits  to  Post-Effective  Amendment  No.  1 to  the  Registration
          Statement  of Data  Transmission  Network  Corporation  on  Form  S-8
          (Registration  No.  33-50412)  and are  incorporated  herein  by this
          reference.
</FN>
</TABLE>

                                       5
<PAGE>

                                                                     EXHIBIT 5.2




                                          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 300,000  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 Data Transmission  Network Corporation 401(k)
Plan  (the  "401(k)  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
401(k) 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


                                       6
<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 and May 22, 1997,  incorporated  by  reference in the Annual  Report on
Form 10-K of Data Transmission  Network  Corporation for the year ended December
31, 1996 and  appearing in the Annual  Report on Form 11-K of Data  Transmission
Network   Corporation  401(k)  Plan  for  the  year  ended  December  31,  1996,
respectively.



DELOITTE & TOUCHE LLP
Omaha, Nebraska

October 2, 1997

                                        7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 - 401(K) PLAN", "secsgml_size_bytes": 13403}]
{"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": "333-37999", "film-number": "97696493"}, "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 401(k) Plan
                            (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        300,000        $31.53(2)         $9,459,000(2)      $ 2,893.64
value (SOP)      shares
================================================================================

(1) This Form S-8 registers additional shares made available under 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.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

       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.  33-50412  as amended by
Post-Effective  Amendment  No. 1  thereto)  and is  filed  in  order to  reflect
additional  shares made  available  under 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
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned Plan Administrator, thereunto duly authorized, in the City of Omaha,
State of Nebraska, on October 13, 1997.

                                       DATA TRANSMISSION NETWORK
                                       CORPORATION 401(k) PLAN

                                       By:  DATA TRANSMISSION NETWORK
                                            CORPORATION, Plan Administrator

                                       By: /s/ Greg T. Sloma
                                           ------------------------------------
                                           Greg T. Sloma
                                           President and Chief Operating Officer

                                       4
EXHIBIT INDEX

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

   (1)    4.2    Bylaws of Data Transmission Network Corporation.

   (2)    4.3    Data Transmission Network Corporation 401(k) Plan,
                 as initially adopted.

   (2)           4.3(a) Amendment to the Data Transmission  Network
                 Corporation 401(k) Plan effective January 1, 1989.

   (2)           4.3(b) Amendment to the Data Transmission  Network  
                 Corporation 401(k) Plan effective July 1, 1992.

   (3)           4.3(c) Amendment to the Data Transmission  Network
                 Corporation 401(k) Plan adopted October 18, 1994.

   (3)           4.3(d) Amendment to the Data Transmission  Network
                 Corporation 401(k) Plan effective January 1, 1996.

    (3)   5.1    Internal Revenue Service determination letter that the
                 Plan, as restated July 1, 1992, is qualified under
                 Section 401 of the Internal Revenue Code.

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

          23.1   Consent of Deloitte & Touche LLP.                            6

          23.2   Consent of Abrahams, Kaslow & Cassman
                 (included in Exhibit 5.2).

          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)    Exhibits  4.3,  4.3(a)  and 4.3(b)  hereto  were  previously  filed as
          exhibits to the Registration  Statement of Data  Transmission  Network
          Corporation  on  Form  S-8   (Registration   No.   33-50412)  and  are
          incorporated herein by this reference.

   (3)    Exhibits  4.3(c),  4.3(d) and 5.1 hereto were previously filed as 
          exhibits  to  Post-Effective  Amendment  No.  1 to  the  Registration
          Statement  of Data  Transmission  Network  Corporation  on  Form  S-8
          (Registration  No.  33-50412)  and are  incorporated  herein  by this
          reference.
5
EXHIBIT 5.2

                                          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 300,000  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 Data Transmission  Network Corporation 401(k)
Plan  (the  "401(k)  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
401(k) 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

                                       6
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 and May 22, 1997,  incorporated  by  reference in the Annual  Report on
Form 10-K of Data Transmission  Network  Corporation for the year ended December
31, 1996 and  appearing in the Annual  Report on Form 11-K of Data  Transmission
Network   Corporation  401(k)  Plan  for  the  year  ended  December  31,  1996,
respectively.

DELOITTE & TOUCHE LLP
Omaha, Nebraska

October 2, 1997

                                        7