<PAGE>
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                     
                                 FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      PENRIL DATACOMM NETWORKS, INC.
          (Exact Name of Registrant as Specified in its Charter)

                DELAWARE                                34-1028216
     (State or Other Jurisdiction of                 (I.R.S. Employer
     Incorporation or Organization)                Identification No.)

                       1300 Quince Orchard Boulevard
                       Gaithersburg, Maryland  20878
        (Address of Principal Executive Offices Including Zip Code)


                     1995 LONG-TERM INCENTIVE PLAN OF
                      PENRIL DATACOMM NETWORKS, INC.
                         (Full Title of the Plan)

                                                       Copy to:
               Richard D. Rose                   Richard D. Margolis
       Penril DataComm Networks, Inc.           Benesch, Friedlander, 
                                               Coplan & Aronoff, P.L.L.
        1300 Quince Orchard Boulevard          2300 BP America Building
        Gaithersburg, Maryland  20878            200 Public Square
               (301) 417-0552               Cleveland, Ohio  44114-2378
                                                    (216) 363-4500

        (Name and Address Including Zip Code; and Telephone Number,
                Including Area Code, of Agent for Service)

     Approximate date of commencement of proposed sale to the public:
   As soon as practicable after the effective date of this Registration
Statement

        If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]

        If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [x]

                      CALCULATION OF REGISTRATION FEE

                                         Proposed      Proposed        
                                          Maximum     Maximum          
                                         Offering    Aggregate     Amount of
    Title of Securities   Amount to be     Price      Offering   Registration
     to be Registered   Registered(1)   Per Share(2)    Price        Fee
   -----------------------------------  ----------   ----------   ------------
Common Stock, $.01             
par value per share     1,000,000 shares variable    8,750,000      $3,017
   -----------------------------------  ----------   ----------   ------------
(1) This Registration Statement also includes an indeterminable number of
shares of Common Stock which may be issued under the anti-dilution provisions
of the plan.

(2)  Estimated in accordance with Rule 457 under the Securities Act of 1933,
solely for the purpose of calculating the registration fee, on the basis of
(a) the average price at which existing options may be exercised or (b) the
average of the high and low prices of the Common Stock on May 7, 1996 as
reported on the NASDAQ National Market System with respect to all other
shares of Common Stock.

<PAGE>                                  
                                  PART I

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

         The documents listed below are incorporated by reference in this
Registration Statement; and all documents concurrently and subsequently
filed by Penril DataComm Networks, Inc. (the "Company") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates all
securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such document.

         (1)  The Company's Annual Report on Form 10-K for the fiscal year
              ended July 31, 1995, as amended, on Form 10-K/A filed with
              the Securities and Exchange Commission (the "SEC") on
              February 23, 1996 (File No. 1-7886).

         (2)  The Company's Quarterly Report on Form 10-Q for the quarter
              ended October 31, 1995, as amended, on Form 10-Q/A filed
              with the SEC on February 23, 1996 (File No. 1-7886).

         (3)  The Company's Quarterly Report on Form 10-Q for the quarter
              ended January 31, 1996 (File No. 1-7886).

         (5)  The description of the Company's Common Stock contained in
              its Registration Statement on Form 8-A, filed with the
              Commission on November 27, 1972.

         For purposes of this Registration Statement, any statement
contained in a document incorporated by or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Registration Statement.


Item 4.   Description of Securities.

         Not Applicable


Item 5.   Interests of Named Experts and Counsel.

         The legality of the Common Stock being registered pursuant to
this Registration Statement has been passed upon by Benesch, Friedlander,
Coplan & Aronoff P.L.L., outside legal counsel to the Company.  Richard D.
Margolis, a partner in the law firm of Benesch, Friedlander, Coplan &
Aronoff P.L.L., is a director of the Company.

Item 6.   Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Law") empowers a Delaware corporation to indemnify
any persons who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by
or in the right of such corporation), by reason of the fact that such
person is or was an officer or director of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise.  The indemnity may include
expenses (including attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding provided that such officer or director
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, and, for criminal proceedings,
had no reasonable cause to believe his conduct was illegal.  A Delaware
corporation may indemnify officers and directors in an action by or in the
right of the corporation under the same conditions against expenses
(including attorney's fees) actually and reasonably incurred by such person
in connection with the defense or settlement of such action, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation in the performance of
his duty.  Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses which such officer or director
actually and reasonably incurred.

         The Amended and Restated Certificate of Incorporation of the
Company provides that each person who was or is made a party to or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer of the Company or is
or was serving at the request of the Company as a director, officer,
employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, shall be indemnified and held harmless
by the Company to the fullest extent authorized by the Delaware Law against
all expense, liability and loss reasonably incurred by such person in
connection therewith.  The Amended and Restated Certificate of
Incorporation provides that the right to indemnification is a contract
right.

         The Company has purchased directors' and officers' liability
insurance in an amount of $2,000,000, covering certain liabilities incurred
by its officers and directors in connection with the performance of their
duties.

Item 7.   Exemption from Registration Claimed
        
        Not Applicable

Item 8.   Exhibits.

        See Exhibit Index.

Item 9.   Undertakings.

         (a)  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 of 1933;

                    (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 (a)(1)(i) and (a)(1)(ii) do
         not apply if the Registration Statement is on Form S-3, Form S-8
         or Form F-3, and the information required to be included in a
         post-effective amendment by those paragraphs is contained in
         periodic reports filed by the registrant pursuant to Section 13
         or Section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the Registration Statement.

              (2)  That, for the purpose of determining any liability
         under the Securities Act of 1933, 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.

         (b)  The undersigned registrant hereby undertakes that, for
    purposes of determining any liability under the Securities Act of
    1933, each filing of the registrant's annual report pursuant to
    Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
    where applicable, each filing of an employee benefit plan's annual
    report pursuant to Section 15(d) of the Securities Exchange Act of
    1934) 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.

         (c)  Insofar as indemnification for liabilities arising under the
    Securities Act of 1933 may be permitted to directors, officers and
    controlling persons of the registrant pursuant to the foregoing
    provisions, or otherwise, the registrant has been advised that in the
    opinion of the Securities and Exchange Commission such indemnification
    is against public policy as expressed in the Act and is, therefore,
    unenforceable. In the event that a claim for indemnification against
    such liabilities (other than 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 Act and will be
    governed by the final adjudication of such issue.

<PAGE>
                                SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Gaithersburg, State
of Maryland, on this 31st day of May, 1996.

                                       PENRIL DATACOMM NETWORKS, INC.
                                       (Registrant)


                                       By: \s\Henry D. Epstein
                                          -------------------------------
                                          Henry D. Epstein
                                          Chairman of the Board, President
                                          and Chief Executive Officer
<PAGE>

                             POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Henry D. Epstein and Richard D.
Rose, or either of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
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 attorney-in-fact and
agent 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 attorney-in-fact, agent, or their
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons on behalf of the Company in the capacities and on the dates
indicated.


                                     
Dated:     May 31, 1996                \s\Henry D. Epstein
                                       -------------------------------
                                       Henry D. Epstein
                                       Chairman of the Board, President
                                       and Chief Executive Officer

Dated:     May 31, 1996               \s\Richard D. Rose
                                       --------------------------------
                                       Richard D. Rose
                                       Senior Vice President and Chief
                                       Financial Officer

Dated:     May 31, 1996               \s\Norman G. Einspruch
                                       --------------------------------
                                       Norman G. Einspruch
                                       Director

Dated:     May 31, 1996               \s\Ronald A. Howard
                                       -------------------------------- 
                                       Ronald A. Howard
                                       Director

Dated:     May 31, 1996               \s\John P. Lowe, Jr.
                                       --------------------------------
                                       John P. Lowe, Jr.
                                       Director

Dated:     May 31, 1996               \s\Richard D. Margolis
                                       --------------------------------
                                       Richard D. Margolis
                                       Director

Dated:     May 31, 1996               \s\Michael H. Newlin
                                       --------------------------------
                                       Michael H. Newlin
                                       Director

Dated:     May 31, 1996               \s\Howard M. Schneider
                                       --------------------------------
                                       Howard M. Schneider
                                       Director

<PAGE>
                                 Exhibit Index

Exhibit No.                  Exhibit Description                   Page No.


4.1        Amended and Restated Certificate of
           Incorporation of the Company (incorporated by
           reference to Exhibit 3(a)(iii) to the Company's
           Quarterly Report on Form 10-Q for the fiscal
           quarter ended April 30, 1989).                                 *

4.2        Certificate of Amendment to the Certificate of
           Incorporation of the Company (incorporated by
           reference to the Company's Registration
           Statement on Form S-3 filed April 29, 1991).                   *

4.3        By-laws of the Company (incorporated by
           reference to Exhibit 3(a)(ii) to the Company's
           Annual Report on Form 10-K for the fiscal year
           ended July 31, 1987).                                          *

4.4        1995 Long-Term Incentive Plan of Penril DataComm
           Networks, Inc.

5.1        Opinion of Benesch, Friedlander, Coplan &
           Aronoff P.L.L., outside counsel to the Company,
           regarding legality.                                             

23.1       Consent of Deloitte & Touche LLP, independent
           public accountants.                                             

23.2       Consent of Benesch, Friedlander, Coplan &
           Aronoff P.L.L. (contained in its opinion filed
           as Exhibit 5.1 to this Registration Statement).              N/A

24.1       Powers of Attorney (included in Part II of this
           Registration Statement).                                     N/A


*          Incorporated herein by reference as indicated.

<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                     
                                 FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      PENRIL DATACOMM NETWORKS, INC.
          (Exact Name of Registrant as Specified in its Charter)

                DELAWARE                                34-1028216
     (State or Other Jurisdiction of                 (I.R.S. Employer
     Incorporation or Organization)                Identification No.)

                       1300 Quince Orchard Boulevard
                       Gaithersburg, Maryland  20878
        (Address of Principal Executive Offices Including Zip Code)

                     1995 LONG-TERM INCENTIVE PLAN OF
                      PENRIL DATACOMM NETWORKS, INC.
                         (Full Title of the Plan)

                                                       Copy to:
               Richard D. Rose                   Richard D. Margolis
       Penril DataComm Networks, Inc.           Benesch, Friedlander, 
                                               Coplan & Aronoff, P.L.L.
        1300 Quince Orchard Boulevard          2300 BP America Building
        Gaithersburg, Maryland  20878            200 Public Square
               (301) 417-0552               Cleveland, Ohio  44114-2378
                                                    (216) 363-4500

        (Name and Address Including Zip Code; and Telephone Number,
                Including Area Code, of Agent for Service)

     Approximate date of commencement of proposed sale to the public:
   As soon as practicable after the effective date of this Registration
Statement

        If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]

        If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [x]

                      CALCULATION OF REGISTRATION FEE

                                         Proposed      Proposed        
                                          Maximum     Maximum          
                                         Offering    Aggregate     Amount of
    Title of Securities   Amount to be     Price      Offering   Registration
     to be Registered   Registered(1)   Per Share(2)    Price        Fee
   -----------------------------------  ----------   ----------   ------------
Common Stock, $.01             
par value per share     1,000,000 shares variable    8,750,000      $3,017
   -----------------------------------  ----------   ----------   ------------
(1) This Registration Statement also includes an indeterminable number of
shares of Common Stock which may be issued under the anti-dilution provisions
of the plan.

(2)  Estimated in accordance with Rule 457 under the Securities Act of 1933,
solely for the purpose of calculating the registration fee, on the basis of
(a) the average price at which existing options may be exercised or (b) the
average of the high and low prices of the Common Stock on May 7, 1996 as
reported on the NASDAQ National Market System with respect to all other
shares of Common Stock.
PART I

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

         The documents listed below are incorporated by reference in this
Registration Statement; and all documents concurrently and subsequently
filed by Penril DataComm Networks, Inc. (the "Company") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates all
securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such document.

         (1)  The Company's Annual Report on Form 10-K for the fiscal year
              ended July 31, 1995, as amended, on Form 10-K/A filed with
              the Securities and Exchange Commission (the "SEC") on
              February 23, 1996 (File No. 1-7886).

         (2)  The Company's Quarterly Report on Form 10-Q for the quarter
              ended October 31, 1995, as amended, on Form 10-Q/A filed
              with the SEC on February 23, 1996 (File No. 1-7886).

         (3)  The Company's Quarterly Report on Form 10-Q for the quarter
              ended January 31, 1996 (File No. 1-7886).

         (5)  The description of the Company's Common Stock contained in
              its Registration Statement on Form 8-A, filed with the
              Commission on November 27, 1972.

         For purposes of this Registration Statement, any statement
contained in a document incorporated by or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Registration Statement.

Item 4.   Description of Securities.

         Not Applicable

Item 5.   Interests of Named Experts and Counsel.

         The legality of the Common Stock being registered pursuant to
this Registration Statement has been passed upon by Benesch, Friedlander,
Coplan & Aronoff P.L.L., outside legal counsel to the Company.  Richard D.
Margolis, a partner in the law firm of Benesch, Friedlander, Coplan &
Aronoff P.L.L., is a director of the Company.

Item 6.   Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Law") empowers a Delaware corporation to indemnify
any persons who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by
or in the right of such corporation), by reason of the fact that such
person is or was an officer or director of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise.  The indemnity may include
expenses (including attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding provided that such officer or director
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, and, for criminal proceedings,
had no reasonable cause to believe his conduct was illegal.  A Delaware
corporation may indemnify officers and directors in an action by or in the
right of the corporation under the same conditions against expenses
(including attorney's fees) actually and reasonably incurred by such person
in connection with the defense or settlement of such action, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation in the performance of
his duty.  Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses which such officer or director
actually and reasonably incurred.

         The Amended and Restated Certificate of Incorporation of the
Company provides that each person who was or is made a party to or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer of the Company or is
or was serving at the request of the Company as a director, officer,
employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, shall be indemnified and held harmless
by the Company to the fullest extent authorized by the Delaware Law against
all expense, liability and loss reasonably incurred by such person in
connection therewith.  The Amended and Restated Certificate of
Incorporation provides that the right to indemnification is a contract
right.

         The Company has purchased directors' and officers' liability
insurance in an amount of $2,000,000, covering certain liabilities incurred
by its officers and directors in connection with the performance of their
duties.

Item 7.   Exemption from Registration Claimed
        
        Not Applicable

Item 8.   Exhibits.

        See Exhibit Index.

Item 9.   Undertakings.

         (a)  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 of 1933;

                    (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 (a)(1)(i) and (a)(1)(ii) do
         not apply if the Registration Statement is on Form S-3, Form S-8
         or Form F-3, and the information required to be included in a
         post-effective amendment by those paragraphs is contained in
         periodic reports filed by the registrant pursuant to Section 13
         or Section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the Registration Statement.

              (2)  That, for the purpose of determining any liability
         under the Securities Act of 1933, 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.

         (b)  The undersigned registrant hereby undertakes that, for
    purposes of determining any liability under the Securities Act of
    1933, each filing of the registrant's annual report pursuant to
    Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
    where applicable, each filing of an employee benefit plan's annual
    report pursuant to Section 15(d) of the Securities Exchange Act of
    1934) 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.

         (c)  Insofar as indemnification for liabilities arising under the
    Securities Act of 1933 may be permitted to directors, officers and
    controlling persons of the registrant pursuant to the foregoing
    provisions, or otherwise, the registrant has been advised that in the
    opinion of the Securities and Exchange Commission such indemnification
    is against public policy as expressed in the Act and is, therefore,
    unenforceable. In the event that a claim for indemnification against
    such liabilities (other than 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 Act and will be
    governed by the final adjudication of such issue.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Gaithersburg, State
of Maryland, on this 31st day of May, 1996.

                                       PENRIL DATACOMM NETWORKS, INC.
                                       (Registrant)

                                       By: \s\Henry D. Epstein
                                          -------------------------------
                                          Henry D. Epstein
                                          Chairman of the Board, President
                                          and Chief Executive Officer
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Henry D. Epstein and Richard D.
Rose, or either of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
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 attorney-in-fact and
agent 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 attorney-in-fact, agent, or their
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons on behalf of the Company in the capacities and on the dates
indicated.

                                     
Dated:     May 31, 1996                \s\Henry D. Epstein
                                       -------------------------------
                                       Henry D. Epstein
                                       Chairman of the Board, President
                                       and Chief Executive Officer

Dated:     May 31, 1996               \s\Richard D. Rose
                                       --------------------------------
                                       Richard D. Rose
                                       Senior Vice President and Chief
                                       Financial Officer

Dated:     May 31, 1996               \s\Norman G. Einspruch
                                       --------------------------------
                                       Norman G. Einspruch
                                       Director

Dated:     May 31, 1996               \s\Ronald A. Howard
                                       -------------------------------- 
                                       Ronald A. Howard
                                       Director

Dated:     May 31, 1996               \s\John P. Lowe, Jr.
                                       --------------------------------
                                       John P. Lowe, Jr.
                                       Director

Dated:     May 31, 1996               \s\Richard D. Margolis
                                       --------------------------------
                                       Richard D. Margolis
                                       Director

Dated:     May 31, 1996               \s\Michael H. Newlin
                                       --------------------------------
                                       Michael H. Newlin
                                       Director

Dated:     May 31, 1996               \s\Howard M. Schneider
                                       --------------------------------
                                       Howard M. Schneider
                                       Director
Exhibit Index

Exhibit No.                  Exhibit Description                   Page No.

4.1        Amended and Restated Certificate of
           Incorporation of the Company (incorporated by
           reference to Exhibit 3(a)(iii) to the Company's
           Quarterly Report on Form 10-Q for the fiscal
           quarter ended April 30, 1989).                                 *

4.2        Certificate of Amendment to the Certificate of
           Incorporation of the Company (incorporated by
           reference to the Company's Registration
           Statement on Form S-3 filed April 29, 1991).                   *

4.3        By-laws of the Company (incorporated by
           reference to Exhibit 3(a)(ii) to the Company's
           Annual Report on Form 10-K for the fiscal year
           ended July 31, 1987).                                          *

4.4        1995 Long-Term Incentive Plan of Penril DataComm
           Networks, Inc.

5.1        Opinion of Benesch, Friedlander, Coplan &
           Aronoff P.L.L., outside counsel to the Company,
           regarding legality.                                             

23.1       Consent of Deloitte & Touche LLP, independent
           public accountants.                                             

23.2       Consent of Benesch, Friedlander, Coplan &
           Aronoff P.L.L. (contained in its opinion filed
           as Exhibit 5.1 to this Registration Statement).              N/A

24.1       Powers of Attorney (included in Part II of this
           Registration Statement).                                     N/A

*          Incorporated herein by reference as indicated.