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) July 31, 2000


                        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, Connecticut                               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 July 31, 2000, the Company sold 200,000  shares of 5% Cumulative  Convertible
Preferred Stock ("Preferred  Stock") for $5,000,000 to two accredited  investors
in a negotiated private  transaction exempt from registration under Section 4(2)
of the  Securities Act of 1933, as amended.  The Preferred  Stock is convertible
into one million  shares of Common  Stock at $5.00 per share,  or five shares of
Common Stock for each share of Preferred Stock.

The  Corporation  has the option to cause the  Preferred  Stock to convert  into
Common Stock if the market price of the  Company's  Common Stock exceeds 125% of
the conversion  price, or $6.25 per share, for a specified  period,  and has the
right to redeem the Preferred  Stock at original  issue price (par) in the event
certain  transactions  of  $50,000,000 or more are effected by the Company and a
registration statement is in effect covering the Common Stock.  Separately,  the
Preferred  Stock will  automatically  be converted into Common Stock on July 31,
2002 unless  extended if a  registration  statement  is not timely filed or kept
effective. Dividends are payable quarterly, at the option of the Corporation, in
Common Stock or cash.

The conversion price could potentially be adjusted downward at six predetermined
reset dates commencing on January 31, 2001, and each three months thereafter, if
the average  closing price of the Company's  Common Stock during the ten trading
days preceding such predetermined dates falls below the conversion price then in
effect.  An  additional  reset date is possible if the Company's net worth falls
below a certain formula as of September 30, 2000.  However,  in no event can the
conversion  price  drop  below  a point  where  the  Preferred  Stock  would  be
convertible  into more than  19.999% of the  Common  Stock  shares  outstanding,
excluding Class B stock and treasury shares.

The Company  also issued  warrants for the  investors to purchase an  additional
200,000 shares of Common Stock at $5.75 per share.  Such warrants expire in five
years.  The Company has the right to redeem such warrant  shares two years after
issuance for $.01 per share if the Common Stock market price exceeds 200% of the
exercise price then in effect for 20 trading days out of 30 consecutive  trading
days and the  holder  does not  exercise  the  warrant  by the  date  fixed  for
redemption.  The  Company has agreed to register  the  underlying  shares of the
Common Stock.

For more detailed  provisions  relating to this  transaction,  refer to exhibits
filed with this Form 8-K.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

  4.1    Certificate of the Powers, Designation, Preferences, Rights and
         Limitations of 5% Cumulative Convertible Preferred Stock
  4.2    Form of Warrant
 10.1    Securities Purchase Agreement
 10.2    Registration Rights 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 G. HENRY
                                                William G. Henry
                                                Vice President and
                                                Principal Financial Officer



Dated:  August 9, 2000






                                      - 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) July 31, 2000

                        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, Connecticut                               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 July 31, 2000, the Company sold 200,000  shares of 5% Cumulative  Convertible
Preferred Stock ("Preferred  Stock") for $5,000,000 to two accredited  investors
in a negotiated private  transaction exempt from registration under Section 4(2)
of the  Securities Act of 1933, as amended.  The Preferred  Stock is convertible
into one million  shares of Common  Stock at $5.00 per share,  or five shares of
Common Stock for each share of Preferred Stock.

The  Corporation  has the option to cause the  Preferred  Stock to convert  into
Common Stock if the market price of the  Company's  Common Stock exceeds 125% of
the conversion  price, or $6.25 per share, for a specified  period,  and has the
right to redeem the Preferred  Stock at original  issue price (par) in the event
certain  transactions  of  $50,000,000 or more are effected by the Company and a
registration statement is in effect covering the Common Stock.  Separately,  the
Preferred  Stock will  automatically  be converted into Common Stock on July 31,
2002 unless  extended if a  registration  statement  is not timely filed or kept
effective. Dividends are payable quarterly, at the option of the Corporation, in
Common Stock or cash.

The conversion price could potentially be adjusted downward at six predetermined
reset dates commencing on January 31, 2001, and each three months thereafter, if
the average  closing price of the Company's  Common Stock during the ten trading
days preceding such predetermined dates falls below the conversion price then in
effect.  An  additional  reset date is possible if the Company's net worth falls
below a certain formula as of September 30, 2000.  However,  in no event can the
conversion  price  drop  below  a point  where  the  Preferred  Stock  would  be
convertible  into more than  19.999% of the  Common  Stock  shares  outstanding,
excluding Class B stock and treasury shares.

The Company  also issued  warrants for the  investors to purchase an  additional
200,000 shares of Common Stock at $5.75 per share.  Such warrants expire in five
years.  The Company has the right to redeem such warrant  shares two years after
issuance for $.01 per share if the Common Stock market price exceeds 200% of the
exercise price then in effect for 20 trading days out of 30 consecutive  trading
days and the  holder  does not  exercise  the  warrant  by the  date  fixed  for
redemption.  The  Company has agreed to register  the  underlying  shares of the
Common Stock.

For more detailed  provisions  relating to this  transaction,  refer to exhibits
filed with this Form 8-K.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

  4.1    Certificate of the Powers, Designation, Preferences, Rights and
         Limitations of 5% Cumulative Convertible Preferred Stock
  4.2    Form of Warrant
 10.1    Securities Purchase Agreement
 10.2    Registration Rights 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 G. HENRY
                                                William G. Henry
                                                Vice President and
                                                Principal Financial Officer

Dated:  August 9, 2000

                                      - 3 -