SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  -------------
                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported) September 27, 1996

                        General DataComm Industries, Inc.
               (Exact Name of Registrant as Specified in Charter)


       Delaware                        1-8086                06-0853856
(State or Other Jurisdiction         (Commission             (IRS Employer
 of Incorporation)                  File Number)           Identification No.)


          Middlebury, CT                                        06762-1299
(Address of Principal Executive Offices)                       (Zip Code)


       Registrant's telephone number, including area code (203) 574-1118


                                      N /A
     (Former Name or Former Address, if Changed Since Last Report)




<PAGE>

Item 5.  Other Events

     On  September  30, 1996 the  Corporation  sold  800,000  shares of a new 9%
Cumulative  Convertible  Exchangeable  Preferred Stock ("9% Preferred Stock") at
$25.00  a share to a group  of  qualified  institutional  buyers  who  purchased
780,000 shares and its Chairman, Mr. Charles P. Johnson, an accredited investor,
who purchased  20,000 shares.  The proceeds will be used to fund the development
and expansion of the Corporation's Asynchronous Transfer Mode (ATM) business and
for working capital purposes.

     The new 9% Preferred  Stock can be converted on and after November 30, 1996
into  Common  Stock at $13.65 a share,  or the  equivalent  of 1.8315  shares of
Common Stock for each share of Preferred Stock.  After two years the Corporation
has  the  option  to  exchange  the  9%  Preferred   Stock  for  9%  Convertible
Subordinated  Debentures due 2006 at the rate of $25.00 principal  amount of
Debentures  for each  share of 9%  Preferred  Stock  outstanding  at the time of
exchange.  The 9% Preferred Stock cannot be redeemed before  September 30, 1999.
Reference  is made  to  Exhibit  4 to  this  Report  for  all of the  terms  and
conditions of the 9% Preferred Stock.

     The shares of 9% Preferred  Stock were not registered  under the Securities
Act of 1933  and may  not be  offered  or  sold  in the  United  States  without
registration  unless pursuant to an applicable  exemption from the  registration
requirements,  such as Rule 144A on a sale to a qualified  institutional  buyer.
The  Corporation  has  agreed  to  file  a  registration  statement  (under  the
Securities  Act of 1933, as amended,  within one hundred  twenty (120) days) for
the  shares of  Preferred  Stock,  Debentures  and  Common  Stock into which the
Preferred Stock and Debentures are convertible.  The Corporation was represented
by Utendahl Capital Partners, L.P. as Placement Agent.

     Mr. Johnson also paid the Corporation $33,966.00 under Section 16(b) of the
Securities  Exchange Act of 1934  because his purchase of 9% Preferred  Stock is
deemed to be a purchase of underlying  Common Stock matched  against his sale of
10,700 shares of Common Stock in June 1996.

Item 7.  Financial Statements, Proforma Financial Information and Exhibits

        (c)  Exhibits.

        4.    Certificate of the Powers, Designation, Preferences, Rights and
              Limitations of 9% Cumulative Convertible Exchangeable Preferred
              Stock.

       10.17  Amendment No. 3 to Third Amended and Restated Revolving Credit and
              Security Agreement.

                                       2


<PAGE>
                                 SIGNATURES



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                         General DataComm Industries, Inc.
                                                   (Registrant)


                                          By:/s/________________________
                                              William S. Lawrence
                                              Senior Vice President and
                                              Principal Financial Officer




Dated:  October 8, 1996
                                      3
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SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  -------------
                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported) September 27, 1996

                        General DataComm Industries, Inc.
               (Exact Name of Registrant as Specified in Charter)

       Delaware                        1-8086                06-0853856
(State or Other Jurisdiction         (Commission             (IRS Employer
 of Incorporation)                  File Number)           Identification No.)

          Middlebury, CT                                        06762-1299
(Address of Principal Executive Offices)                       (Zip Code)

       Registrant's telephone number, including area code (203) 574-1118

                                      N /A
     (Former Name or Former Address, if Changed Since Last Report)
Item 5.  Other Events

     On  September  30, 1996 the  Corporation  sold  800,000  shares of a new 9%
Cumulative  Convertible  Exchangeable  Preferred Stock ("9% Preferred Stock") at
$25.00  a share to a group  of  qualified  institutional  buyers  who  purchased
780,000 shares and its Chairman, Mr. Charles P. Johnson, an accredited investor,
who purchased  20,000 shares.  The proceeds will be used to fund the development
and expansion of the Corporation's Asynchronous Transfer Mode (ATM) business and
for working capital purposes.

     The new 9% Preferred  Stock can be converted on and after November 30, 1996
into  Common  Stock at $13.65 a share,  or the  equivalent  of 1.8315  shares of
Common Stock for each share of Preferred Stock.  After two years the Corporation
has  the  option  to  exchange  the  9%  Preferred   Stock  for  9%  Convertible
Subordinated  Debentures due 2006 at the rate of $25.00 principal  amount of
Debentures  for each  share of 9%  Preferred  Stock  outstanding  at the time of
exchange.  The 9% Preferred Stock cannot be redeemed before  September 30, 1999.
Reference  is made  to  Exhibit  4 to  this  Report  for  all of the  terms  and
conditions of the 9% Preferred Stock.

     The shares of 9% Preferred  Stock were not registered  under the Securities
Act of 1933  and may  not be  offered  or  sold  in the  United  States  without
registration  unless pursuant to an applicable  exemption from the  registration
requirements,  such as Rule 144A on a sale to a qualified  institutional  buyer.
The  Corporation  has  agreed  to  file  a  registration  statement  (under  the
Securities  Act of 1933, as amended,  within one hundred  twenty (120) days) for
the  shares of  Preferred  Stock,  Debentures  and  Common  Stock into which the
Preferred Stock and Debentures are convertible.  The Corporation was represented
by Utendahl Capital Partners, L.P. as Placement Agent.

     Mr. Johnson also paid the Corporation $33,966.00 under Section 16(b) of the
Securities  Exchange Act of 1934  because his purchase of 9% Preferred  Stock is
deemed to be a purchase of underlying  Common Stock matched  against his sale of
10,700 shares of Common Stock in June 1996.

Item 7.  Financial Statements, Proforma Financial Information and Exhibits

        (c)  Exhibits.

        4.    Certificate of the Powers, Designation, Preferences, Rights and
              Limitations of 9% Cumulative Convertible Exchangeable Preferred
              Stock.

       10.17  Amendment No. 3 to Third Amended and Restated Revolving Credit and
              Security Agreement.

                                       2
SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         General DataComm Industries, Inc.
                                                   (Registrant)

                                          By:/s/________________________
                                              William S. Lawrence
                                              Senior Vice President and
                                              Principal Financial Officer

Dated:  October 8, 1996
                                      3