SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                                
                           FORM 10-C
                                
REPORT BY ISSUER OF SECURITIES QUOTED ON THE NASDAQ STOCK MARKET
                                
          Filed pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 and Rule 13a-17
                      or 15d-27 thereunder.
                                
                 Penril DataComm Networks, Inc.
                   1300 Quince Orchard Blvd.
                    Gaithersburg, MD  20878
                          310/417-0552
                                
I.   CHANGE IN NUMBER OF SHARES OUTSTANDING

     Indicate any change (increase or decrease) of 5% or more in
     the number of shares outstanding:

     1.   Title of security

               $.01 Par Value Common Stock

     2.   Number of shares outstanding before the change

               9,954,952

     3.   Number of shares outstanding after the change
               
               10,542,469

     4.   Effective date of change 

               May 14, 1996

     5.   Method of change

               Issuance of additional shares through private
               placement and exercise of stock options.

               424,017 additional shares by private placement
               163,500 additional shares by exercise of stock
               options
               
II.       CHANGE IN NAME OF ISSUER

               NONE

Date:     May 14, 1996             \s\Richard D. Rose
                                   -------------------------
                                   Vice President and Chief
                                   Financial Officer