As filed with the Securities and Exchange Commission on May 27, 1997
						                                     		Registration No. 33-___________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8

                           Registration Statement
                                 Under the
                           Securities Act of 1933

                          DIGITAL LINK CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)
                      
    California                                              77-0067742
(State or Other Jurisdiction of                          (I.R.S. Employer  
 Incorporation or Organization)                        Identification No.)


                              217 Humboldt Court
                          Sunnyvale, California 94089
                     (Address of Principal Executive Offices)

                            1992 Equity Incentive Plan 
                             (Full Title of the Plan)

                             Stanley E. Kazmierczak
                            Digital Link Corporation
                               217 Humboldt Court
                          Sunnyvale, California  94089
                     (Name and Address of Agent For Service)
                          
                               (408)  745-6200
           (Telephone Number, Including Area Code, of Agent For Service)

                                  Copies to:

                         Eileen Duffy Robinett, Esq.
                              Fenwick & West LLP
                             Two Palo Alto Square
                          Palo Alto, California  94306

                        CALCULATION OF REGISTRATION FEE


                                                    Proposed
Title of Securities    Amount       Proposed        Maximum       Amount of
 to be Registered      to be     Maximum Offering   Aggregate    Registration
                     Registered   Price Per Share  Offering Price    Fee
Common Stock, 
     no par value    800,000(1)    $17.6875(2)    	$14,150,000(2) 	$4,287.88
	

(1)	Additional shares available for grant and not yet subject to outstanding
    options as of May 21, 1997 under the 1992 Equity Incentive Plan, as 
    amended.
(2)	Estimated as of May 23, 1997 pursuant to Rule 457(c) solely for the 
    purpose of calculating the registration fee.


                            DIGITAL LINK CORPORATION
                      REGISTRATION STATEMENT ON FORM S-8
                                  PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange 
Commission (the "Commission") are incorporated herein by reference:

        	(a)	The Registrant's annual report on Form 10-K for the year ended 
             December 31, 1996 filed under the Securities Exchange Act of 
             1934, as amended (the "Exchange Act") on March 28, 1997 
             (Commission File No. 0-23110);
 
        	(b)	The Registrant's quarterly report on Form 10-Q for the quarter 
             ended March 31, 1997 filed under the Exchange Act on May 15, 
             1997 (Commission File No. 0-23110);

        	(c) The description of the Registrant's Common Stock contained in 
             the Registrant's Registration Statement on Form 8-A (Commission 
             File No. 0-23110) filed on December 20, 1993 with the Commission
             under Section 12(g) of the Exchange Act, including any amendment
             or report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered 
have been sold or which deregisters all securities then remaining unsold, 
shall be deemed incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.

Item 4.  Description of Securities.

        	Not applicable.

Item 5.  Interests of Named Experts and Counsel.

        	Not applicable.

Item 6.  Indemnification of Directors and Officers.

        	The Registrant's Articles of Incorporation include a provision that 
eliminates the personal liability of its directors to the Registrant and its
shareholders for monetary damages for breach of the directors' fiduciary 
duties in certain circumstances.  This limitation has no effect on a 
director's liability (i) for acts or omissions that involve intentional 
misconduct or a knowing and culpable violation of law, (ii) for acts or 
omissions that a director believes to be contrary to the best interests of 
the Registrant or its shareholders or that involve the absence of good faith
on the part of the director, (iii) for any transaction from which a director
derived an improper personal benefit, (iv) for acts or omissions that show a 
reckless disregard for the director's duty to the Registrant or its 
shareholders in circumstances in which the director was aware, or should 
have been aware, in the ordinary course of performing a director's duties, 
of a risk of a serious injury to the Registrant or its shareholders, (v) for 
acts or omissions that constitute an unexcused pattern of inattention that 
amounts to an abdication of the director's duty to the Registrant or its 
shareholders, (vi) under Section 310 of the California Corporations Code
(the "California Code") (concerning contracts or transactions between the 
Registrant and a director) or (vii) under Section 316 of the California Code
(concerning directors' liability for improper dividends, loans and
guarantees).  The provision does not extend to acts or ommissions of a
director in his capacity as an officer.  Further, the provision has no effect
on claims arising under federal or state securities laws and will not affect
the availability of injunctions and other equitable remedies available to
the Registrant's shareholders for any violation of a director's fiduciary
duty to the Registrant or its shareholders.

     	The Registrant's Articles of Incorporation also include an 
authorization for the Registrant to indemnify its agents (as defined in 
Section 317 of the California Code), through bylaws provisions, by agreement 
or otherwise, to the fullest extent permitted by law.  Pursuant to this 
latter provision, the Registrant's Bylaws provide for indemnification of the
Registrant's directors, officers and employees.  In addition, the Registrant,
at its discretion, may provide indemnification to persons whom the Registrant
is not obligated to indemnify.  The Bylaws also allow the Registrant to enter
into indemnity agreements with individual directors, officers, employees 
and other agents.  These indemnity agreements have been entered into with all
directors and provide the maximum indemnification permitted by law.  These 
agreements, together with the Registrant's Bylaws and Articles of 
Incorporation, may require the Registrant, among other things, to indemnify 
such directors against certain liabilities that may arise by reason of their
status or service as directors (other than liabilities resulting from willful
misconduct of a culpable nature), to advance expenses to them as they are
incurred, provided that they undertake to repay the amount advanced if it is
ultimately determined by a court that they are not entitled to 
indemnification, and to obtain directors' and officers' insurance if 
available on reasonable terms.

        	Section 317 of the California Code and the Registrant's Bylaws make 
provision for the indemnification of officers, directors and other corporate 
agents in terms sufficiently broad to indemnify such persons, under certain 
circumstances, for liabilities (including reimbursement of expenses 
incurred) arising under the Securities Act.

        	The Registrant carries directors' and officers' insurance.

Item 7.  Exemption from Registration Claimed.

        	Not applicable.

Item 8.  Exhibits.

        	4.01	Registrant's Amended and Restated Articles of Incorporation 
              filed on February 7, 1994 (incorporated herein by reference to 
              Exhibit 3.01 of the Registrant's Form 10-K for the year ended 
              December 31, 1994 (the "1994 Form 10-K"), Commission File No. 
              0-23110).

	        4.02	Registrant's Certificate of Correction of Amended and Restated 
              Articles of Incorporation filed on April 7, 1994 (incorporated 
              herein by reference to Exhibit 3.02 of the 1994 Form 10-K, 
              Commission File No. 0-23110).

        	4.03	Registrant's Bylaws, as amended (incorporated herein by 
              reference to Exhibit 4.03 of Registrant's Registration 
              Statement on Form S-8 (No. 33-95176) filed with the Commission 
              on July 31, 1995.

        	4.04	Registrant's 1992 Equity Incentive Plan, as amended.

        	4.05	Form of Agreement for Registrant's 1992 Equity Incentive Plan, 
              as amended (incorporated herein by reference to Exhibit 10.06 
              of the 1994 Form 10-K, Commission File No. 0-23110).

        	4.06	Form of specimen certificate for Registrant's Common Stock 
              (incorporated herein by reference to Exhibit 4.01 of the 
              Registrant's Registration Statement on Form S-1 (No. 33-72642) 
              originally filed on December 8, 1993 (the "Form S-1")).

        	4.07	Registration Rights Agreement among Registrant, Vinita Gupta, 
              Summit Ventures, L.P., SV Eurofund C.V. and Summit Investors, 
              L.P. dated December 23, 1987 and certain exhibits thereto 
              (incorporated herein by reference to Exhibit 4.02 of the 
              Form S-1).

        	5.01	Opinion of Fenwick & West LLP.

       	23.01	Consent of Fenwick & West LLP (included in Exhibit 5.01).

       	23.02	Consent of Coopers & Lybrand L.L.P., Independent Accountants.

       	24.01	Power of Attorney (see page 7).

Item 9.  Undertakings.

        	The undersigned Registrant hereby undertakes:

           		(1)	To file, during any period in which offers or sales are 
being made, a post-effective amendment to this Registration Statement:

           		(i) To include any prospectus required by Section 10(a)(3) of 
the Securities Act;

          		(ii)	To reflect in the prospectus any facts or events arising 
after the effective date of the Registration Statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
Registration Statement;

         		(iii)	To include any material information with respect to the plan 
of distribution not previously disclosed in the Registration Statement or 
any material change to such information in the Registration Statement.

         		Provided, however, that paragraphs (1)(i) and (1)(ii) above do not 
apply if the information required to be included in a post-effective 
amendment by those paragraphs is contained in periodic reports filed with 
or furnished to the Commission by the Registrant pursuant to Section 13 or 
Section 15(d) of the Exchange Act that are incorporated by reference in the 
Registration Statement.

          		(2)	That, for the purpose of determining any liability under 
the Securities Act, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

          		(3)	To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

          		The undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act, each filing 
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) 
of the Exchange Act that is incorporated by reference in the Registration 
Statement shall be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at that time 
shall be deemed to be the initial bona fide offering thereof.

          		Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the provisions discussed in Item 6, 
above, or otherwise, the Registrant has been advised that in the opinion of 
the Commission such indemnification is against public policy as expressed in 
the Securities Act and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the Registrant 
will, unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Securities Act and will be governed by the final 
adjudication of such issue.

                                 EXPERTS

     	The consolidated balance sheets as of December 31, 1995 and 1996 and the 
consolidated statements of income, shareholders' equity and cash flows for 
each of the three years in the period ended December 31, 1996, incorporated 
by reference in this Registration Statement, have been audited by Coopers & 
Lybrand L.L.P, Independent Accountants, as set forth in their report thereon,
and are incorporated by reference in reliance upon such report given upon 
the authority of such firm as experts in accounting and auditing.



                               SIGNATURES

    	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 Sunnyvale, State of California, 
on the 27th day of May, 1997.


                            	DIGITAL LINK CORPORATION



                             By: 	/s/ Stanley E. Kazmierczak	
	                                	Stanley E. Kazmierczak, 
	                                	Vice President, Finance and Andministration, 
                                		Chief Financial Officer and Secretary



                                 POWER OF ATTORNEY

     	KNOW ALL MEN BY THESE PRESENTS that each individual whose 
signature appears below constitutes and appoints Vinita Gupta and Stanley E. 
Kazmierczak, and each of them, his true and lawful attorneys-in-fact and 
agents with full power of substitution, for him and in his name, place and 
stead, in any and all capacities, to sign any and all amendments (including 
post-effective amendments) to this Registration Statement on Form S-8, and 
to file the same with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 
or it might or could do in person, hereby ratifying and confirming all that 
said attorneys-in-fact and agents or any of them, or his or their 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 has been signed by the following persons in the 
capacities and on the date indicated.

       Signature        	               Title             	           Date      

Principal Executive Officer:

/s/ Alan I. Fraser		            Chief Executive Officer and	     May 27, 1997
Alan I. Fraser                 	President	


Principal Financial Officer
and Principal Accounting
Officer:

/s/ Stanley E. Kazmierczak		    Vice President, Finance and	     May 27, 1997
Stanley E. Kazmierczak    	     Administration , Chief Financial 
	                               Officer and Secretary

Additional Directors:

/s/ Richard Alberding		         Director	                        May 27, 1997
Richard C. Alberding

/s/ Gregory Avis		              Director	                        May 27, 1997
Gregory Avis	

/s/ Narendra K. Gupta		         Director	                        May 27, 1997
Narendra K. Gupta	

/s/ Vinita Gupta		              Director	                        May 27, 1997
Vinita Gupta



                                 Exhibit Index

                                                               		Sequentially
		                                                                  Numbered
Exhibit No.	                   Description		                          Page	

	4.01	   Registrant's Amended and Restated Articles of 
         Incorporation filed on February 7, 1994 (incorporated 
         herein by reference to Exhibit 3.01  of the Registrant's 
         Form 10-K for the year ended December 31, 1994 (the 
         "1994 Form 10-K"), Commission File No. 0-23110).

	4.02	   Registrant's Certificate of Correction of Amended 
         and Restated Articles of Incorporation filed on 
         April 7, 1994 (incorporated herein by reference to 
         Exhibit 3.02 of the 1994 Form 10-K, Commission File 
         No. 0-23110).

	4.03	   Registrant's Bylaws, as amended (incorporated herein by 
         reference to Exhibit 4.03 of Registrant's Registration 
         Statement on Form S-8 (No. 33-95176) filed with the 
         Commission on July 31, 1995.

	4.04	   Registrant's 1992 Equity Incentive Plan, as amended.           9

	4.05	   Form of Agreement for Registrant's 1992 Equity Incentive 
         Plan, as amended (incorporated herein by reference to 
         Exhibit 10.06 of the 1994 Form 10-K, Commission File 
         No. 0-23110).

	4.06   	Form of specimen certificate for Registrant's Common
         Stock (incorporated herein by reference to Exhibit 
         4.01 of this Registrant's Registration Statement on 
         Form S-1 (No. 33-72642) originally filed on December 8, 
         1993 (the "Form S-1")).

	4.07	   Registration Rights Agreement among Registrant,
         Vinita Gupta, Summit Ventures, L.P., SV Eurofund C.V. 
         and Summit Investors, L.P. dated December 23, 1987 and 
         certain exhibits thereto (incorporated herein by reference 
         to Exhibit 4.02 of the Form S-1).

	5.01	   Opinion of Fenwick & West LLP.                                  10   

	23.01	  Consent of Fenwick & West LLP (included in Exhibit 5.01).

	23.02	  Consent of Coopers & Lybrand L.L.P., Independent Accountants.   11

	24.01	  Power of Attorney (see page 7).
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As filed with the Securities and Exchange Commission on May 27, 1997
						                                     		Registration No. 33-___________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8

                           Registration Statement
                                 Under the
                           Securities Act of 1933

                          DIGITAL LINK CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)
                      
    California                                              77-0067742
(State or Other Jurisdiction of                          (I.R.S. Employer  
 Incorporation or Organization)                        Identification No.)

                              217 Humboldt Court
                          Sunnyvale, California 94089
                     (Address of Principal Executive Offices)

                            1992 Equity Incentive Plan 
                             (Full Title of the Plan)

                             Stanley E. Kazmierczak
                            Digital Link Corporation
                               217 Humboldt Court
                          Sunnyvale, California  94089
                     (Name and Address of Agent For Service)
                          
                               (408)  745-6200
           (Telephone Number, Including Area Code, of Agent For Service)

                                  Copies to:

                         Eileen Duffy Robinett, Esq.
                              Fenwick & West LLP
                             Two Palo Alto Square
                          Palo Alto, California  94306

                        CALCULATION OF REGISTRATION FEE

                                                    Proposed
Title of Securities    Amount       Proposed        Maximum       Amount of
 to be Registered      to be     Maximum Offering   Aggregate    Registration
                     Registered   Price Per Share  Offering Price    Fee
Common Stock, 
     no par value    800,000(1)    $17.6875(2)    	$14,150,000(2) 	$4,287.88
	

(1)	Additional shares available for grant and not yet subject to outstanding
    options as of May 21, 1997 under the 1992 Equity Incentive Plan, as 
    amended.
(2)	Estimated as of May 23, 1997 pursuant to Rule 457(c) solely for the 
    purpose of calculating the registration fee.

                            DIGITAL LINK CORPORATION
                      REGISTRATION STATEMENT ON FORM S-8
                                  PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange 
Commission (the "Commission") are incorporated herein by reference:

        	(a)	The Registrant's annual report on Form 10-K for the year ended 
             December 31, 1996 filed under the Securities Exchange Act of 
             1934, as amended (the "Exchange Act") on March 28, 1997 
             (Commission File No. 0-23110);
 
        	(b)	The Registrant's quarterly report on Form 10-Q for the quarter 
             ended March 31, 1997 filed under the Exchange Act on May 15, 
             1997 (Commission File No. 0-23110);

        	(c) The description of the Registrant's Common Stock contained in 
             the Registrant's Registration Statement on Form 8-A (Commission 
             File No. 0-23110) filed on December 20, 1993 with the Commission
             under Section 12(g) of the Exchange Act, including any amendment
             or report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered 
have been sold or which deregisters all securities then remaining unsold, 
shall be deemed incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.

Item 4.  Description of Securities.

        	Not applicable.

Item 5.  Interests of Named Experts and Counsel.

        	Not applicable.

Item 6.  Indemnification of Directors and Officers.

        	The Registrant's Articles of Incorporation include a provision that 
eliminates the personal liability of its directors to the Registrant and its
shareholders for monetary damages for breach of the directors' fiduciary 
duties in certain circumstances.  This limitation has no effect on a 
director's liability (i) for acts or omissions that involve intentional 
misconduct or a knowing and culpable violation of law, (ii) for acts or 
omissions that a director believes to be contrary to the best interests of 
the Registrant or its shareholders or that involve the absence of good faith
on the part of the director, (iii) for any transaction from which a director
derived an improper personal benefit, (iv) for acts or omissions that show a 
reckless disregard for the director's duty to the Registrant or its 
shareholders in circumstances in which the director was aware, or should 
have been aware, in the ordinary course of performing a director's duties, 
of a risk of a serious injury to the Registrant or its shareholders, (v) for 
acts or omissions that constitute an unexcused pattern of inattention that 
amounts to an abdication of the director's duty to the Registrant or its 
shareholders, (vi) under Section 310 of the California Corporations Code
(the "California Code") (concerning contracts or transactions between the 
Registrant and a director) or (vii) under Section 316 of the California Code
(concerning directors' liability for improper dividends, loans and
guarantees).  The provision does not extend to acts or ommissions of a
director in his capacity as an officer.  Further, the provision has no effect
on claims arising under federal or state securities laws and will not affect
the availability of injunctions and other equitable remedies available to
the Registrant's shareholders for any violation of a director's fiduciary
duty to the Registrant or its shareholders.

     	The Registrant's Articles of Incorporation also include an 
authorization for the Registrant to indemnify its agents (as defined in 
Section 317 of the California Code), through bylaws provisions, by agreement 
or otherwise, to the fullest extent permitted by law.  Pursuant to this 
latter provision, the Registrant's Bylaws provide for indemnification of the
Registrant's directors, officers and employees.  In addition, the Registrant,
at its discretion, may provide indemnification to persons whom the Registrant
is not obligated to indemnify.  The Bylaws also allow the Registrant to enter
into indemnity agreements with individual directors, officers, employees 
and other agents.  These indemnity agreements have been entered into with all
directors and provide the maximum indemnification permitted by law.  These 
agreements, together with the Registrant's Bylaws and Articles of 
Incorporation, may require the Registrant, among other things, to indemnify 
such directors against certain liabilities that may arise by reason of their
status or service as directors (other than liabilities resulting from willful
misconduct of a culpable nature), to advance expenses to them as they are
incurred, provided that they undertake to repay the amount advanced if it is
ultimately determined by a court that they are not entitled to 
indemnification, and to obtain directors' and officers' insurance if 
available on reasonable terms.

        	Section 317 of the California Code and the Registrant's Bylaws make 
provision for the indemnification of officers, directors and other corporate 
agents in terms sufficiently broad to indemnify such persons, under certain 
circumstances, for liabilities (including reimbursement of expenses 
incurred) arising under the Securities Act.

        	The Registrant carries directors' and officers' insurance.

Item 7.  Exemption from Registration Claimed.

        	Not applicable.

Item 8.  Exhibits.

        	4.01	Registrant's Amended and Restated Articles of Incorporation 
              filed on February 7, 1994 (incorporated herein by reference to 
              Exhibit 3.01 of the Registrant's Form 10-K for the year ended 
              December 31, 1994 (the "1994 Form 10-K"), Commission File No. 
              0-23110).

	        4.02	Registrant's Certificate of Correction of Amended and Restated 
              Articles of Incorporation filed on April 7, 1994 (incorporated 
              herein by reference to Exhibit 3.02 of the 1994 Form 10-K, 
              Commission File No. 0-23110).

        	4.03	Registrant's Bylaws, as amended (incorporated herein by 
              reference to Exhibit 4.03 of Registrant's Registration 
              Statement on Form S-8 (No. 33-95176) filed with the Commission 
              on July 31, 1995.

        	4.04	Registrant's 1992 Equity Incentive Plan, as amended.

        	4.05	Form of Agreement for Registrant's 1992 Equity Incentive Plan, 
              as amended (incorporated herein by reference to Exhibit 10.06 
              of the 1994 Form 10-K, Commission File No. 0-23110).

        	4.06	Form of specimen certificate for Registrant's Common Stock 
              (incorporated herein by reference to Exhibit 4.01 of the 
              Registrant's Registration Statement on Form S-1 (No. 33-72642) 
              originally filed on December 8, 1993 (the "Form S-1")).

        	4.07	Registration Rights Agreement among Registrant, Vinita Gupta, 
              Summit Ventures, L.P., SV Eurofund C.V. and Summit Investors, 
              L.P. dated December 23, 1987 and certain exhibits thereto 
              (incorporated herein by reference to Exhibit 4.02 of the 
              Form S-1).

        	5.01	Opinion of Fenwick & West LLP.

       	23.01	Consent of Fenwick & West LLP (included in Exhibit 5.01).

       	23.02	Consent of Coopers & Lybrand L.L.P., Independent Accountants.

       	24.01	Power of Attorney (see page 7).

Item 9.  Undertakings.

        	The undersigned Registrant hereby undertakes:

           		(1)	To file, during any period in which offers or sales are 
being made, a post-effective amendment to this Registration Statement:

           		(i) To include any prospectus required by Section 10(a)(3) of 
the Securities Act;

          		(ii)	To reflect in the prospectus any facts or events arising 
after the effective date of the Registration Statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
Registration Statement;

         		(iii)	To include any material information with respect to the plan 
of distribution not previously disclosed in the Registration Statement or 
any material change to such information in the Registration Statement.

         		Provided, however, that paragraphs (1)(i) and (1)(ii) above do not 
apply if the information required to be included in a post-effective 
amendment by those paragraphs is contained in periodic reports filed with 
or furnished to the Commission by the Registrant pursuant to Section 13 or 
Section 15(d) of the Exchange Act that are incorporated by reference in the 
Registration Statement.

          		(2)	That, for the purpose of determining any liability under 
the Securities Act, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

          		(3)	To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

          		The undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act, each filing 
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) 
of the Exchange Act that is incorporated by reference in the Registration 
Statement shall be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at that time 
shall be deemed to be the initial bona fide offering thereof.

          		Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the provisions discussed in Item 6, 
above, or otherwise, the Registrant has been advised that in the opinion of 
the Commission such indemnification is against public policy as expressed in 
the Securities Act and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the Registrant 
will, unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Securities Act and will be governed by the final 
adjudication of such issue.

                                 EXPERTS

     	The consolidated balance sheets as of December 31, 1995 and 1996 and the 
consolidated statements of income, shareholders' equity and cash flows for 
each of the three years in the period ended December 31, 1996, incorporated 
by reference in this Registration Statement, have been audited by Coopers & 
Lybrand L.L.P, Independent Accountants, as set forth in their report thereon,
and are incorporated by reference in reliance upon such report given upon 
the authority of such firm as experts in accounting and auditing.

                               SIGNATURES

    	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 Sunnyvale, State of California, 
on the 27th day of May, 1997.

                            	DIGITAL LINK CORPORATION

                             By: 	/s/ Stanley E. Kazmierczak	
	                                	Stanley E. Kazmierczak, 
	                                	Vice President, Finance and Andministration, 
                                		Chief Financial Officer and Secretary

                                 POWER OF ATTORNEY

     	KNOW ALL MEN BY THESE PRESENTS that each individual whose 
signature appears below constitutes and appoints Vinita Gupta and Stanley E. 
Kazmierczak, and each of them, his true and lawful attorneys-in-fact and 
agents with full power of substitution, for him and in his name, place and 
stead, in any and all capacities, to sign any and all amendments (including 
post-effective amendments) to this Registration Statement on Form S-8, and 
to file the same with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 
or it might or could do in person, hereby ratifying and confirming all that 
said attorneys-in-fact and agents or any of them, or his or their 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 has been signed by the following persons in the 
capacities and on the date indicated.

       Signature        	               Title             	           Date      

Principal Executive Officer:

/s/ Alan I. Fraser		            Chief Executive Officer and	     May 27, 1997
Alan I. Fraser                 	President	

Principal Financial Officer
and Principal Accounting
Officer:

/s/ Stanley E. Kazmierczak		    Vice President, Finance and	     May 27, 1997
Stanley E. Kazmierczak    	     Administration , Chief Financial 
	                               Officer and Secretary

Additional Directors:

/s/ Richard Alberding		         Director	                        May 27, 1997
Richard C. Alberding

/s/ Gregory Avis		              Director	                        May 27, 1997
Gregory Avis	

/s/ Narendra K. Gupta		         Director	                        May 27, 1997
Narendra K. Gupta	

/s/ Vinita Gupta		              Director	                        May 27, 1997
Vinita Gupta

                                 Exhibit Index

                                                               		Sequentially
		                                                                  Numbered
Exhibit No.	                   Description		                          Page	

	4.01	   Registrant's Amended and Restated Articles of 
         Incorporation filed on February 7, 1994 (incorporated 
         herein by reference to Exhibit 3.01  of the Registrant's 
         Form 10-K for the year ended December 31, 1994 (the 
         "1994 Form 10-K"), Commission File No. 0-23110).

	4.02	   Registrant's Certificate of Correction of Amended 
         and Restated Articles of Incorporation filed on 
         April 7, 1994 (incorporated herein by reference to 
         Exhibit 3.02 of the 1994 Form 10-K, Commission File 
         No. 0-23110).

	4.03	   Registrant's Bylaws, as amended (incorporated herein by 
         reference to Exhibit 4.03 of Registrant's Registration 
         Statement on Form S-8 (No. 33-95176) filed with the 
         Commission on July 31, 1995.

	4.04	   Registrant's 1992 Equity Incentive Plan, as amended.           9

	4.05	   Form of Agreement for Registrant's 1992 Equity Incentive 
         Plan, as amended (incorporated herein by reference to 
         Exhibit 10.06 of the 1994 Form 10-K, Commission File 
         No. 0-23110).

	4.06   	Form of specimen certificate for Registrant's Common
         Stock (incorporated herein by reference to Exhibit 
         4.01 of this Registrant's Registration Statement on 
         Form S-1 (No. 33-72642) originally filed on December 8, 
         1993 (the "Form S-1")).

	4.07	   Registration Rights Agreement among Registrant,
         Vinita Gupta, Summit Ventures, L.P., SV Eurofund C.V. 
         and Summit Investors, L.P. dated December 23, 1987 and 
         certain exhibits thereto (incorporated herein by reference 
         to Exhibit 4.02 of the Form S-1).

	5.01	   Opinion of Fenwick & West LLP.                                  10   

	23.01	  Consent of Fenwick & West LLP (included in Exhibit 5.01).

	23.02	  Consent of Coopers & Lybrand L.L.P., Independent Accountants.   11

	24.01	  Power of Attorney (see page 7).