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
