SECURITIES AND EXCHANGE COMMISSION
                                 Washington, DC 20549


                                         8-K

                                    CURRENT REPORT

          Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
          1934


                          DATE OF REPORT: SEPTEMBER 22, 1995


                              Commission File No. 1-7886


                            PENRIL DATACOMM NETWORKS, INC.
                                A Delaware Corporation
                      IRS Employer Identification No. 34-1028216
               1300 Quince Orchard Blvd., Gaithersburg, Maryland 20878
                              Telephone - (301) 417-0552



























































          ITEM 2.   Acquisition or Disposition of Assets

               On  September 22, 1995, the registrant  sold an aggregate of
          1,465,000 shares of its Common  Stock, par value $0.01, to Pequot
          Partners Fund,  L.P. (636,000  shares) Pequot  International Fund
          Inc.  (569,000 shares) and  Pequot Endowment Fund,  L.P. (260,000
          shares).   The  sale price  was  $5.00 per  share  and the  gross
          proceeds  were $7,325,000.   In connection with  the transaction,
          the registrant agreed that it will add  to its Board of Directors
          a qualified person designated by  Pequot Partners Fund, L.P.  The
          sale   price  of  the   shares  was  determined   by  arms-length
          negotiation  between the  registrant and  representatives of  the
          purchasers.  The per  share price was arrived  at by applying  to
          the then current market price of the registrant's common stock on
          the NASDAQ National Market System  a discount to reflect the fact
          that a  large block was being sold and  that since the shares are
          not presently  registered under the Securities Act  of 1933, they
          are not readily saleable in the open market.

          ITEM 7.   Financial  Statements, Pro  Forma Financial  Statements
          and       Exhibits

               (a)  Financial Statements of Businesses Acquired. 

                         None

               (b)  Pro Forma Financial Information.

                         None

               (c)  Exhibits.

                    4.   (1)  Stock   Purchase   Agreement  dated   as   of
                              September  22,  1995   among  Registrant  and
                              Pequot    Partners    Fund,    L.P.,   Pequot
                              International Fund Inc.  and Pequot Endowment
                              Fund, L.P.

                         (2)  Registration  Rights  Agreement dated  as  of
                              September  22,  1995   among  Registrant  and
                              Pequot  Partners  Fund,  L.P.,  International
                              Fund Inc. and Pequot Endowment Fund, L.P.




                                      SIGNATURES


          Pursuant to the  requirements of the  Securities Exchange Act  of
          1934, the Registrant  has duly caused this report to be signed on
          its behalf by the undersigned hereunto duly authorized.


                                             PENRIL DATACOMM NETWORKS, INC.



                                             By: \s\Richard D. Rose        
                         
                                             ------------------------------
                                             Richard D. Rose, Vice President,
                                             Chief Financial Officer
                                             October 6, 1995