**THE FOLLOWING ANNOUNCEMENT WAS RELEASED BY MICRODYNE CORPORATION**

Microdyne contact:
	Neal H. Sanders (703) 329-3700
National Semiconductor contact:
	Susan Smith (408) 721-4210
Novell contact:
	Barbara French (408) 577-6382

MICRODYNE ACQUIRES NATIONAL SEMICONDUCTOR'S ETHERNET ADAPTER CARD BUSINESS

ALEXANDRIA, VA - In its second major acquisition of the year, Microdyne Corporation (NASDAQ: MCDY) today said it has purchased National Semiconductor Corporation's (NYSE: NSM) Ethernet adapter card business. The asset purchase includes three lines of Ethernet products, including National's InfoMover-brand network interface cards for an advanced local-area networking technology called "Fast" or "10/100" Ethernet. The value of the transaction was not disclosed.

The acquisition follows Microdyne's January 1995 purchase of Artisoft, Inc.'s Eagle Technology business. Along with Microdyne, Artisoft and National Semiconductor held rights to market certain computer networking products under the Novell brand name. With the acquisition of National's adapter card business, Microdyne is now the only manufacturer of Novell-label cards.

Adapter cards are the basic connecting devices between a personal computer and a local- area network, or LAN. LAN adapter cards format information from a personal computer to flow over the network to file servers, printers, or other devices. Most LANs move information around a network at 10 million bits of information (10 megabits) per second. A new standard beginning to be adopted by organizations allows data to move at ten times that speed, or 100 megabits per second.

"Microdyne and National Semiconductor sell many comparable products through similar channels but, overall, we believe as a result of this acquisition we can expand and deepen our distribution and add new markets," said Microdyne Chairman and CEO Philip T. Cunningham. "We have two immediate priorities: first, to ensure seamless continuity between National Semiconductor and Microdyne for all current National customers. Our second priority is to move quickly to marry National's 10/100 technology with proprietary Novell software drivers for NetWare so as to provide our customers with a family of products that are unique in the market."

Novell Ties

Both Microdyne and National Semiconductor have close ties to Novell. Microdyne's link to Novell date to 1984 when a predecessor company to Microdyne, Federal Technology Corporation, began specifying and installing Novell's NetWare network operating system software on LANs being installed by Federal Technology for the U.S. Government. More recently, Microdyne has co-developed with or acquired rights to a series of Novell-label hardware products. National's relationship was created to ensure that the technology embedded in National's adapter cards offered the tightest compatibility, performance, and integration possible with Novell's network operating systems.

Joe Marengi, Executive Vice President of Worldwide Sales for Novell, called the sale a "win-win" transaction. "Novell fully endorses the transfer of National's Ethernet adapter card business to Microdyne," he said. "National's chip technology leadership, coupled with Microdyne's proven board-level sales and marketing expertise, makes this a win-win transaction for all three parties. We believe network integrators will appreciate the collective qualifications of Novell, National Semiconductor and Microdyne that are embedded in the NE brand and will increasingly make it their product of choice."

Toby Corey, Vice President of Marketing for Novell's Operating Systems Division stated, "Microdyne's NE line is optimised for NetWare, and the National-powered 10/100 ISA product truly unleashes the power of NetWare to the desktop as LANs move to higher speeds and users move to the industry's leading Network Operating System, NetWare 4. Going forward, this will allow customers to protect their existing PC hardware investment while taking advantage of Fast Ethernet technology."

"Fast" Ethernet's Time Approaching

Microdyne's Cunningham said that while he saw substantial benefits in acquiring National's 10 megabit adapter card business, the greatest long-term excitement of the transaction was in that company's InfoMover 10/100plus Ethernet ISA adapter card.

"Sometime in late 1995 or early 1996, there will be a shift in the market toward fast Ethernet technology as organizations begin to shift their networks to accommodate applications requiring significantly higher bandwidth," Cunningham said. "National had the brilliance to recognize that, while other companies were rushing to develop 10/100 cards for computers with PCI buses, there are millions of computers with ISA buses that will also be connected into 10/100 networks. For those organizations, the Microdyne card with the National Semiconductor silicon will be the best choice for migrating to higher network speeds without obsoleting their prior investment in PC technology."

In lay terms, a computer bus is the internal data highway to which each of a computer's components (disk drive, central processing unit, etc.) are attached. For the past ten years, the standard has been the 16-bit ISA bus. Beginning with the introduction of Pentium- based PCs, a new, speedier 32-bit standard called PCI has been introduced. Computers designed around an ISA bus cannot use PCI interface cards, and vice-versa.

"The question is what becomes of the tens of millions of ISA-bus computers, some of which are only a year old," Cunningham said. "I can't see organizations throwing out a computer that can be readily connected into a higher-speed network. They'll be looking for a solution that dramatically improves the network performance of ISA-bus PCs, and Microdyne will be the source."

"The Only Game in Town"

In its September 12, 1995 review of National's 10/100plus Ethernet ISA card, PC Magazine said, "the industry's first (Fast Ethernet) ISA adapter gives sites with large investments in ISA machines the opportunity to play in the high-speed game." The review also said, "If you want to move to Fast Ethernet but still have a significant investment in ISA client PCs, the InfoMover is currently the only game in town. Instead of replacing all your ISA-based systems or installing bridges on your network, you can get a significant performance boost you need from the InfoMover."

Microdyne will show its growing family of Fast Ethernet technology hardware at the upcoming NetWorld+Interop show in Atlanta, including a 10/100 PCI card and 100 megabit per second hub. "After a long period during which we were content to let others take the technology lead, Microdyne is ready to move to the forefront of local area networking technology," said Dale D'Alessio, Microdyne's Senior Vice President for Sales and Marketing. "At NetWorld+Interop, we'll show that we are not only the price/performance leader, but a technology leader as well."

Smooth Transition Expected

Scott Parker, Vice President of National Semiconductor's Systems Sales and Marketing Division, said he expects National's transition to Microdyne to run smoothly. "With Microdyne at the helm, our customers can be confident that they will receive excellent support for their existing National products installed base as well as Microdyne's expanding product portfolio," Parker said. "Microdyne has successfully proven it can manufacture networking hardware products and effectively sell and market those products in a highly competitive marketplace."

About National and Microdyne

National Semiconductor Corporation designs, develops and markets semiconductor technologies for moving and shaping information. The company focuses on strategic markets within the communications, personal systems, industrial and consumer markets. National Semiconductor is headquartered in Santa Clara, California, and has 22,300 employees worldwide. In fiscal 1995, the company reported sales of $2.4 billion and achieved the highest earnings in its history.

Headquartered in Alexandria, VA, Microdyne Corporation develops, manufactures, and markets data communications and network connectivity products. The company also provides manufacturer support services, and manufactures and sells telemetry products. For the twelve months ended June 30, 1995, Microdyne had sales of $153 million.

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National Semiconductor is listed on the New York Stock Exchange under the symbol NSM.

InfoMover is a trademark of National Semiconductor. NE2000plus is a trademark and Novell and NetWare are registered trademarks of Novell, Inc. All other product names or services mentioned are trademarks or registered trademarks of their respective owners.