EXHIBIT 2.02

                               AMENDMENT AGREEMENT

This Agreement is made and entered into as of the 5th day of August, 1996, by
and among Bay Networks, Inc., a Delaware corporation (the "Buyer"), Beta
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the
Buyer (the "Transitory Subsidiary"), and Penril DataComm Networks, Inc., a
Delaware corporation (the "Company"). The Buyer, the Transitory Subsidiary and
the Company are referred to collectively in this Agreement as the "Parties".

                                   WITNESSETH:

              WHEREAS, a Plan and Agreement of Merger dated as of June 16,
1996, was executed and entered into by and among the Parties (the "Merger
Agreement"); and

              WHEREAS, the Parties desire to amend the Merger Agreement as
provided herein;

              NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:

              1.    Amendment to Section 1.2 of the Merger Agreement.      
                    Section 1.2 of the Merger Agreement is hereby amended and
                    restated in its entirety to read as follows:

                     "1.2 The Closing. The closing of the transactions          
                    contemplated by this Agreement (the "Closing") shall take 
                    place at a mutually agreed upon location, commencing at 9:00
                    a.m. local time on a mutually agreeable date as soon as   
                    practicable after the date on which all of the conditions to
                    the obligations of the Parties to consummate the 
                    transactions contemplated by this Agreement have been 
                    satisfied or waived (the "Closing Date"), but in no event
                    later than November 25, 1996.

              2.    Amendment to Section 1.9 of the Merger Agreement.         
                    Section 1.9 of the Merger Agreement is hereby amended and
                    restated in its entirety to read as follows: 

               "1.9  Fractional Shares.  No certificates or script
               representing fractional Merger Shares shall be issued to
               former Company Stockholders upon the surrender for exchange
               of Certificates, and such former Company Stockholders shall
               not be entitled to any voting rights, rights to receive any
               dividends or distributions or other rights as a stockholder
               of the Buyer with respect to any fractional Merger Shares
               that would otherwise be issued to such former Company
               Stockholders. In lieu of any fractional Merger Shares that
               would otherwise be issued, each former Company Stockholder
               that would have been entitled to receive a fractional Merger
               Share shall, upon proper surrender of such person's
               Certificates, receive a cash payment equal to the Buyer
               Stock Market Price, multiplied by the fraction of a share
               that such Company Stockholder would otherwise be entitled to
               receive.

              3.    Amendment to Section 6.1 of the Merger Agreement.  Section
                    6.1 of the Merger Agreement is hereby amended and restated 
                    in its entirety to read as follows:

                "6.1 Termination of Agreement. The Parties may terminate
               this Agreement prior to the Effective Time (whether before
               or after Requisite Stockholder Approval) as provided below:

                    (a) the Parties may terminate this Agreement by mutual
                    written consent;

                    (b) the Buyer may terminate this Agreement by giving 
                    written notice to the Company in the event the Company
                    is in breach, and the Company may terminate this
                    Agreement by giving written notice to the Buyer and
                    the Transitory Subsidiary in the event the Buyer or
                    the Transitory Subsidiary is in breach, of any
                    material representation, warranty or covenant
                    contained in this Agreement, and such breach is not
                    remedied within 10 days of delivery of written notice
                    thereof;

                    (c) any Party may terminate this Agreement by giving 
                    written notice to the other Parties at any time after
                    the Company Stockholders have voted on whether to
                    approve this Agreement and the Merger in the event
                    this Agreement and the Merger failed to receive the
                    Requisite Stockholder Approval;

                         (d) the Buyer may terminate this Agreement by giving
                         written notice to the Company if the Closing shall not
                         have occurred (i) on or before November 25, 1996, by
                         reason of the failure of any condition precedent under
                         Section 5.1 or 5.2 hereof (unless the failure results
                         primarily from a breach by the Buyer or the Transitory
                         Subsidiary of any representation, warranty or covenant
                         contained in this Agreement);

                         (e) the Company may terminate this Agreement by giving
                         written notice to the Buyer and the Transitory
                         Subsidiary if the Closing shall not have occurred (i)
                         on or before November 25, 1996, by reason of the
                         failure of any condition precedent under Section 5.1
                         or 5.3 hereof (unless the failure results primarily
                         from a breach by the Company of any representation,
                         warranty or covenant contained in this Agreement); or 

                         (f) any Party may terminate this Agreement if the
                         Board of Directors of the Company shall have withdrawn
                         or modified in a manner adverse to the Buyer its
                         approval or recommendation to the Company Stockholders
                         of this Agreement or the Merger or shall have approved
                         or recommended to the Company Stockholders that they
                         accept the terms of any Acquisition Proposal or shall
                         have resolved to take any of the foregoing actions;
                         provided, however, that reasonable delay required to
                         comply with the Company Board Fiduciary Duties shall
                         not be deemed to be a withdrawal or a modification
                         adverse to the Buyer.




              4.    Replacement of Exhibit C to the Merger Agreement.


         Exhibit C to the Merger Agreement is replaced in its entirety by
         Exhibit C attached hereto.

              5.    Effect of Modification.  In the event of any         
                    inconsistency between the provisions of the Merger Agreement
                    and the applicable provisions of this Agreement, the
                    provisions of this Agreement shall control in all respects. 
                    Otherwise, the Merger Agreement shall remain in full force
                    and effect.

              6.    Successors and Assigns; Governing Law. Subject to the Merger
                    Agreement as amended hereby, this Agreement shall inure to
                    the benefit of and bind the respective heirs, personal
                    representatives, successors and assigns of the parties
                    hereto and shall be governed by and construed in accordance
                    with the internal laws (and not the law of conflicts) of the
                    State of Delaware.

              7.    Severability; Modifications.  Should one or more of the
                    provisions of this Agreement be determined by a court of law
                    to be illegal or unenforceable, the other provisions shall
                    nevertheless remain effective and shall be enforceable. 
                    This Agreement shall not be modified without the prior
                    consent of each of the Parties.

              8.    Execution in Counterparts. This Agreement may be executed in
                    two or more counterparts, each of which shall be deemed an
                    original but all of which together shall constitute one and
                    the same instrument.

         This Agreement, once executed, may be delivered to either party
through the use of facsimile transmission. In this regard, any and all
signatures of the parties appearing on any facsimile copies of this Agreement
shall be deemed, unless otherwise proved, the lawful and valid signature of
the executing party.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth below.

              Effective date of this Agreement:  August 5, 1996.


                                            THE BUYER:
                                            BAY NETWORKS, INC.

                                            By:____________________________

                                            Title:_________________________

                                                                 
                                            THE TRANSITORY SUBSIDIARY:
                                            BETA ACQUISITION CORP.

                                            By:____________________________

                                            Title:_________________________

                                            THE COMPANY:

                                            PENRIL DATACOMM NETWORKS, INC.



                                            By:____________________________

                                            Title:_________________________


         Amendment Agreement