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 26, 1997


                        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 September 26, 1997,  General DataComm  Industries,  Inc. (the  "Corporation")
sold  $25,000,000   principal  amount  of  a  new  7-3/4%   Convertible   Senior
Subordinated  Debenture  issue  due  2002  ("7-3/4%  Debentures")  to a group of
qualified  institutional  buyers and  institutional  accredited  investors.  The
proceeds  will be used  primarily to fund  operating  and  investing  activities
including,   but  not  limited  to,  the   development   and  expansion  of  the
Corporation's Asynchronous Transfer Mode (ATM) business.

The  7-3/4%  Debentures  can be  converted  at any time into  Common  Stock at a
conversion  price of $6.86 a share,  or the  equivalent of  approximately  145.8
shares of Common Stock for each $1,000  principal  amount of 7-3/4%  Debentures.
Such conversion  price will be reset on each of March 30, 1998 and September 30,
1999 (each a "Reset  Date") to the average  closing price (as defined) of Common
Stock for the ten previous trading days preceding a Reset Date plus the original
premium thereof if lower than the initial  conversion price, but in no event may
the  conversion  price be reset at a price  lower  than 15%  below  the  initial
conversion price or be reset on the second Reset Date at a price higher than the
conversion price set on the first Reset Date.

The 7-3/4%  Debentures may not be redeemed at the option of the Company prior to
September 30, 2000. The 7-3/4% Debentures are redeemable in whole or in part, at
the  option  of the  Company, at any time on or after  September  30,  2000  at
specified  redemption  prices plus accrued  interest to the date of  redemption,
provided,  however,  that the 7-3/4%  Debentures are not redeemable on and after
September  30, 2000 and prior to September  30, 2001 unless the closing price of
the Common Stock has equaled or exceeded 150% of the conversion  price per share
then in effect for at least 20 trading days within 30  consecutive  trading days
ending within five trading days before notice of redemption is mailed.

The 7-3/4%  Debentures  will be subordinated in right of payment to all existing
and future  senior  indebtedness  of the  Corporation.  During the 30-day period
commencing  September 30, 2000, each holder of the 7-3/4%  Debentures shall have
the right to require the Corporation to repurchase  such 7-3/4%  Debentures at a
repurchase  price in cash equal to 100% of the principal  amount  thereof,  plus
accrued  and unpaid  interest.  The  Corporation  may  satisfy  such  repurchase
obligations  through the issuance of nonconvertible  senior  subordinated  notes
which are  subordinated  to the same extent and due on the same maturity date as
the  7-3/4%  Debentures  and having  substantially  the same terms as the 7-3/4%
Debentures,  except such notes shall not be convertible and shall bear a rate of
interest in order to have a market  value of 100% of their  principal  amount on
the date of  repurchase,  as  determined by a nationally  recognized  investment
banking firm chosen by the  Corporation;  provided  that the interest rate shall
not exceed 14% per annum.  Reference is made to Exhibit 4 to this Report for all
of the terms and conditions of the 7-3/4% Debentures.


                                        2
<PAGE>

Item 5.  Other Events (continued)

The 7-3/4%  Debentures 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, for the 7-3/4% Debentures  and Common
Stock into which the 7-3/4%  Debentures are convertible,under the Securities Act
of 1933,  as amended,  within  ninety (90) days from the date of  issuance.  The
Corporation  was  represented by Utendahl  Capital  Partners,  L.P. as Placement
Agent.

Item 7.  Financial Statements, Proforma Financial Information and Exhibits

          (c)  Exhibits.

              4.  Indenture dated as of September 26, 1997.


                                        3


<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
                                             --------------------------
                                               William S. Lawrence
                                               Senior Vice President and
                                               Principal Financial Officer



Dated:  October 8, 1997
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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 26, 1997

                        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 September 26, 1997,  General DataComm  Industries,  Inc. (the  "Corporation")
sold  $25,000,000   principal  amount  of  a  new  7-3/4%   Convertible   Senior
Subordinated  Debenture  issue  due  2002  ("7-3/4%  Debentures")  to a group of
qualified  institutional  buyers and  institutional  accredited  investors.  The
proceeds  will be used  primarily to fund  operating  and  investing  activities
including,   but  not  limited  to,  the   development   and  expansion  of  the
Corporation's Asynchronous Transfer Mode (ATM) business.

The  7-3/4%  Debentures  can be  converted  at any time into  Common  Stock at a
conversion  price of $6.86 a share,  or the  equivalent of  approximately  145.8
shares of Common Stock for each $1,000  principal  amount of 7-3/4%  Debentures.
Such conversion  price will be reset on each of March 30, 1998 and September 30,
1999 (each a "Reset  Date") to the average  closing price (as defined) of Common
Stock for the ten previous trading days preceding a Reset Date plus the original
premium thereof if lower than the initial  conversion price, but in no event may
the  conversion  price be reset at a price  lower  than 15%  below  the  initial
conversion price or be reset on the second Reset Date at a price higher than the
conversion price set on the first Reset Date.

The 7-3/4%  Debentures may not be redeemed at the option of the Company prior to
September 30, 2000. The 7-3/4% Debentures are redeemable in whole or in part, at
the  option  of the  Company, at any time on or after  September  30,  2000  at
specified  redemption  prices plus accrued  interest to the date of  redemption,
provided,  however,  that the 7-3/4%  Debentures are not redeemable on and after
September  30, 2000 and prior to September  30, 2001 unless the closing price of
the Common Stock has equaled or exceeded 150% of the conversion  price per share
then in effect for at least 20 trading days within 30  consecutive  trading days
ending within five trading days before notice of redemption is mailed.

The 7-3/4%  Debentures  will be subordinated in right of payment to all existing
and future  senior  indebtedness  of the  Corporation.  During the 30-day period
commencing  September 30, 2000, each holder of the 7-3/4%  Debentures shall have
the right to require the Corporation to repurchase  such 7-3/4%  Debentures at a
repurchase  price in cash equal to 100% of the principal  amount  thereof,  plus
accrued  and unpaid  interest.  The  Corporation  may  satisfy  such  repurchase
obligations  through the issuance of nonconvertible  senior  subordinated  notes
which are  subordinated  to the same extent and due on the same maturity date as
the  7-3/4%  Debentures  and having  substantially  the same terms as the 7-3/4%
Debentures,  except such notes shall not be convertible and shall bear a rate of
interest in order to have a market  value of 100% of their  principal  amount on
the date of  repurchase,  as  determined by a nationally  recognized  investment
banking firm chosen by the  Corporation;  provided  that the interest rate shall
not exceed 14% per annum.  Reference is made to Exhibit 4 to this Report for all
of the terms and conditions of the 7-3/4% Debentures.

                                        2
Item 5.  Other Events (continued)

The 7-3/4%  Debentures 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, for the 7-3/4% Debentures  and Common
Stock into which the 7-3/4%  Debentures are convertible,under the Securities Act
of 1933,  as amended,  within  ninety (90) days from the date of  issuance.  The
Corporation  was  represented by Utendahl  Capital  Partners,  L.P. as Placement
Agent.

Item 7.  Financial Statements, Proforma Financial Information and Exhibits

          (c)  Exhibits.

              4.  Indenture dated as of September 26, 1997.

                                        3
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
                                             --------------------------
                                               William S. Lawrence
                                               Senior Vice President and
                                               Principal Financial Officer

Dated:  October 8, 1997