As filed with the Securities and Exchange Commission on August 31, 1999
                                                 Registration No. 333-________
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                                -----------------

                        GENERAL DATACOMM INDUSTRIES, INC.
                        ---------------------------------
               (Exact name of issuer as specified in its charter)

                  Delaware                             06-0853856
                  --------                             ----------
         (State or other jurisdiction of     (IRS Employer Identification No.)
         incorporation or organization)

             Park Road Extension, Middlebury, Connecticut 06762-1299
             -------------------------------------------------------
                    (Address of principal executive offices)

                        1979 EMPLOYEE STOCK PURCHASE PLAN
                        ---------------------------------
                            (Full title of the plan)

              HOWARD S. MODLIN, Weisman Celler Spett & Modlin, P.C.
            445 Park Avenue, New York, New York 10022 (212) 371-5400
            (Name, address and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------

                                     Proposed     Proposed
                                     Maximum      Maximum
                        Amount       Offering     Aggregate    Amount of
Title of Securities     to be        Price        Offering     Registration
to be Registered        Registered   Per Share    Price        Fee

Common Stock, par
value $.10 per share    600,000      $2.406(1)    $1,443,600   $401.32
------------------
(1) Estimated  pursuant to Rule 457(c) solely for the purpose of calculating the
registration  fee on the basis of the average  high/low  price on August 27,
1999, on the New York Stock Exchange, Inc.

Rule 429:  The prospectus contained herein is a combined prospectus with
Registration No. 333-57117.



<PAGE>


                                   PROSPECTUS

                        GENERAL DATACOMM INDUSTRIES, INC.
                               Park Road Extension
                            Middlebury, CT 06762-1299
                                  203-574-1118

                        1979 EMPLOYEE STOCK PURCHASE PLAN

         Participation   in  the  General   DataComm   Industries,   Inc.   (the
"Corporation") 1979 Employee Stock Purchase Plan (the "Plan") is offered, as set
forth herein,  to eligible  employees of the Corporation  and its  participating
subsidiaries to which the Plan shall be made applicable.






THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



               The date of this Prospectus is August 31, 1999.



THIS  DOCUMENT  CONSTITUTES  A  PROSPECTUS  COVERING  SECURITIES  THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933.


<PAGE>


No person has been  authorized by the  Corporation to give any information or to
make any  representation not contained in this Prospectus in connection with the
offer made hereby,  and, if given or made,  such  information or  representation
must not be relied upon as having been  authorized by the  Corporation.  Neither
the delivery of this  Prospectus  nor any sales made  hereunder  shall under any
circumstances  create  any  implication  that  there  has been no  change in the
affairs of the Corporation since the date hereof.


                                TABLE OF CONTENTS

                                                                          PAGE

    AVAILABLE INFORMATION                                                    3
    REGISTRATION STATEMENT                                                   4
    GENERAL INFORMATION                                                      4
    PART I. INFORMATION ABOUT THE PLAN                                       5
            1.  What Does the Plan Do?                                       5
            2.  Who Is Eligible To Participate?                              5
            3.  How Do You Become a Participant?                             5
            4.  How Much Can You Invest In the Plan?                         5
            5.  What Happens to Your Payroll Deductions?                     6
            6.  What Happens to Unused Payroll Deductions?                   6
            7.  What Is the Payment Period?                                  6
            8.  When and At What Price Is Your Stock Purchased?              6
            9.  In Whose Name Will Your Stock Be Issued?                     6
           10.  Can You Change Your Payroll and Supplementary Deductions?    7
           11.  How Do the Supplementary Deductions Work?                    7
           12.  Can You Withdraw From the Plan?                              7
           13.  If You Withdraw, May You Again Participate In the Plan?      7
           14.  May You Assign or Transfer Your Rights?                      7
           15.  Who Administers the Plan?                                    7
           16.  Are There Limitations on the Sale of Your Stock Purchased
                Under the Plan?                                              7
           17.  Where Do You Find Additional Details of the Plan?            8
           18.  Is There Any Risk of Investment?                             8
           19.  What Are the Federal Income Tax Aspects of the Plan?         8

           BASIC FEDERAL TAX CONSEQUENCES                                    8
           Typical Cases                                                    10

           PART II.    COMPLETE TEXT OF THE PLAN                            11
           DESCRIPTION OF CAPITAL STOCK                                     17
           LEGAL MATTERS                                                    19
           EXPERTS                                                          20
           INDEMNIFICATION                                                  20



                                       2
<PAGE>

                              AVAILABLE INFORMATION

The Corporation is subject to the  informational  requirements of the Securities
Exchange Act of 1934 ("Exchange Act") and in accordance therewith files reports,
proxy  statements  and  other  information  with  the  Securities  and  Exchange
Commission  (the  "Commission").   Such  reports,  proxy  statements  and  other
information  can be  inspected  and  copied at the public  reference  facilities
maintained by the Commission in  Washington,  DC at Room 1024, 450 Fifth Street,
NW, Washington,  DC 20549; in New York City at 7 World Trade Center, Suite 1300,
New York, New York 10048;  and in Chicago at Citicorp  Center,  500 West Madison
Street, Suite 1400, Chicago,  Illinois  60661-2511.  Copies of such material can
also be  obtained  from the  Public  Reference  Section  of the  Securities  and
Exchange  Commission,  450 Fifth Street, NW, Washington,  DC 20549 at prescribed
rates.  The  Corporation  will  provide at the written or oral  request  without
charge at its principal office in Middlebury, Connecticut to each person to whom
this  Prospectus is delivered a copy of any or all of the  information  that has
been  incorporated  by reference.  All such  requests  should be directed to the
Corporation  at its principal  office,  P.O. Box 1299,  Middlebury,  Connecticut
06762-1299,  Attention: Vice President, Finance, or by telephone (203) 574-1118.
The  Corporation's  Common  Stock is listed  and  traded  on the New York  Stock
Exchange,  Inc. and the above  material is also available for inspection at such
Exchange, 20 Broad Street, New York, New York 10005.

The following documents,  filed with the Commission, as stated above (Commission
File No. 1-8086), are hereby incorporated by reference in this Prospectus:

1. The Corporation's annual report on Form 10-K for the year ended September 30,
1998. 2. The Corporation's  proxy statement dated December 14, 1998 with respect
to its  annual  meeting  of  shareholders  held on  February  4,  1999 and proxy
statement dated May 13, 1999 with respect to its special meeting of stockholders
held on June 18, 1999. 3. The  Corporation's  quarterly reports on Form 10-Q for
the quarters ended  December 31, 1998,  March 31, 1999 and June 30, 1999. 4. The
Corporation's current report on Form 8-K as amended dated May 14, 1999.

         All  documents  filed  by  the  Corporation  after  the  date  of  this
Prospectus  pursuant to Sections  13, 14, and 15(d) of the Exchange Act prior to
the filing of a post-effective  amendment to the registration statement of which
this Prospectus  constitutes a part which indicates that all securities  offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference in this  Prospectus and to be a part
hereof from the date of filing of such documents.

                                        3

<PAGE>

                             REGISTRATION STATEMENT

         The  Corporation  has  filed  with  the  Commission,   Washington,  DC,
Registration  Statements  (hereinafter,  as amended to date,  referred to as the
"Registration  Statements") on Form S-8 (File No. 333-57117 and 333-___________)
under the Securities Act of 1933, as amended  ("Securities  Act"), in respect of
shares of the Corporation's Common Stock, $.10 par value, subject to adjustment,
which may be purchased from time to time pursuant to the Plan for the account of
eligible employees who have subscribed to the Plan. As of July 31, 1999, 728,976
shares are still available for purchase under the Plan. For further  information
with respect to the Corporation and the securities  offered by this  Prospectus,
reference is made to the  Registration  Statements  and the exhibits  filed as a
part thereof.

         The  statements  made in Part I,  Information  About the Plan,  in this
Prospectus  are summaries of certain  provisions of the Plan, a copy of which is
set forth in Part II of this  Prospectus  and as an Exhibit to the  Registration
Statement.  Reference  is made  to the  Plan  for  complete  statements  of such
provisions,  and  such  summaries  are  qualified  in  their  entirety  by  such
reference.

                               GENERAL INFORMATION

         The Corporation, the executive offices of which are located at
Middlebury, Connecticut, 06762-1299, is the issuer of the Common Stock, $.10 par
value, covered  by  the  Registration   Statement  and  being  offered  by  this
Prospectus. The Corporation's telephone number is (203) 574-1118.

         Any  optionee who may be deemed an  affiliate  of the  Corporation,  as
defined in Rule 405 issued under the Securities  Act, must utilize an exemption,
including  Rule 144, from the  registration  provisions of the Securities Act to
sell shares  received  pursuant to the  exercise of an option  unless a separate
prospectus is in effect.



                                        4
<PAGE>

                       PART I - INFORMATION ABOUT THE PLAN

                      Questions and Answers About the Plan
                           What the Plan Means to You

1.       What Does the Plan Do?

         The General DataComm Industries, Inc. 1979 Employee Stock Purchase Plan
is a  voluntary  payroll  deduction  plan  which  permits  you,  as an  eligible
employee,  to  purchase  shares  of  Common  Stock of the  Corporation  and thus
provides  you with a  convenient  way to obtain a more  direct  interest  in its
continuing welfare and development.

2.       Who Is Eligible to Participate?

         You are eligible if:

         (1) You have completed ninety-one (91) consecutive days employment with
the Corporation, and

         (2) You are a regular  employee working more than twenty (20) hours per
week.

         Employees of the Corporation  and its  participating  subsidiaries  who
meet the above  requirements are currently  eligible to participate in the Plan.
As of July 31, 1999, approximately 150 employees were participants in the Plan.

3.       How Do You Become a Participant?

         You may  elect to  participate,  after  you have  become  eligible,  by
completing a payroll deduction  authorization  form. This form is available from
the  Human  Resources  department.  The  payroll  deductions  will  start at the
beginning of the next Payment Period as set out in the Plan.  The  authorization
form must be  received  by Human  Resources  at least ten (10) days prior to the
beginning date of the Payment Period.

4.       How Much Can You Invest In the Plan?

         Your authorized  payroll deduction must be in whole percentages  within
the following range:

         The minimum deduction is 2% of your regular base pay.

         The maximum  deduction  is 10% of your  regular  base pay,  bonuses and
commissions.

         Base pay  includes  salary,  overtime  pay and any other  current  cash
compensation, but excludes bonuses, commissions and car allowances.

         You may also choose to authorize  supplementary  deductions  of no less
than 2% nor more than 10% of any bonuses and  commissions,  if any, paid to you.
See Question 11 for further information on supplementary deductions.

                                        5
<PAGE>

5.       What Happens to Your Payroll Deductions?

         Your payroll deductions are accumulated on a non-interest bearing basis
until  the end of the  Payment  Period  when the stock is  purchased.  Only full
shares of stock may be purchased.

6.       What Happens to Unused Payroll Deductions?

         Since only full shares may be purchased,  any employee's account at the
end of that  Payment  Period may show a balance  after full  shares of stock are
purchased. This balance will be carried over into the next Payment Period.


                               How the Plan Works


7.       What is the Payment Period?

         The six-month periods,  September 1 to February 28 or 29 and March 1 to
August 31, are the so-called  Payment  Periods  during which payroll  deductions
were accumulated  under the Plan. The Board of Directors may change the starting
and ending dates of six-month  periods at any time while the Plan is  suspended.
No Payment  Period will commence if at such time 85% of the average market price
per share is less than the publicly reported book value per share.

8.       When And At What Price Is Your Stock Purchased?

         On the first business day of each Payment Period,  you as a participant
in the Plan are granted an option by the  Corporation  to buy shares on the last
business day of the Payment  Period at a price which is the lesser of 85% of the
average market price of the Corporation's Common Stock on the first business day
of the Period or 85% of the average  market  price of the  Corporation's  Common
Stock on the last  business  day of the  Period,  but in no event  less than the
publicly  reported book value per share at the end of the Payment Period. If 85%
of the average  market price per share at the end of the Payment  Period is less
than such book value per share at the end of the Payment Period, the Corporation
will refund your  deductions  with interest at a rate comparable to that offered
by a money market checking account. If 85% of the average market price per share
at the end of the Payment  Period  equals or exceeds the book value per share at
the end of the  Payment  Period,  but 85% of the  average  market  price  at the
beginning  of the  Payment  Period is less than the book value at the end of the
Payment  Period,  the  purchase  price  will be the book value at the end of the
Payment Period. On the last business day of the Payment Period you will purchase
that  number of full  shares  which can be paid for by your  payroll  deductions
accumulated during the Payment Period.

9.       In Whose Name Will Your Stock Be Issued?

         Stock purchased by you under the Plan will be issued only in your name,
or if you so specify in your authorization, in your name and the name of another
person of legal age.  That  person  will  become a joint  tenant  with rights of
survivorship.


                                        6

<PAGE>

10.      Can You Change Your Payroll and Supplementary Deductions?

         Yes.  Your regular  payroll  percentage  deduction  may be increased or
decreased once during a Payment Period.  Likewise, your supplementary percentage
deduction may be increased or decreased once during a Payment Period.

11.      How Do the Supplementary Deductions Work?

         In addition to your regular payroll percentage deduction, you may elect
to have an additional  amount withheld from any bonuses and/or  commissions paid
to you. Your election to make the supplementary contribution deduction discussed
above  must be made no later than ten (10) days  prior to the  beginning  of the
Payment Period to which such election applies. Such election shall automatically
remain in effect until it is revoked.

12.      Can You Withdraw From the Plan?

         Yes.  You can  withdraw  at any  time  prior  to the  next to the  last
business day of each Payment  Period.  In such case, you will receive the entire
balance of your payroll  deductions not previously  used to purchase  stock.  No
partial  withdrawals  can be  made.  In the  event of a  withdrawal  you may not
purchase shares during the then current Period. A form is available in the Human
Resources department to elect to withdraw Funds.

13.      If You Withdraw, May You Again Participate in the Plan?

         Yes. However,  you will not be able to participate before the beginning
of the next Payment Period  following  withdrawal.  Upon rejoining the Plan, you
will be considered a new participant and a new authorization form must be filed.

14.      May You Assign or Transfer Your Rights?

         No. The rights  granted to you under the Plan are yours  alone and may
not be assigned  or  transferred  to anyone else.  Your option may be exercised
only by you.

15.      Who Administers the Plan?

         The Plan is  administered  by a  Committee  of not less than  three (3)
employees of the  Corporation  who are appointed by the Chairman of the Board of
the  Corporation.  The  Committee has the authority to interpret the Plan and to
establish  rules and  regulations.  The  present  members of the  Committee  are
Charles P. Johnson and Frederick R. Cronin.  The Committee members serve without
receiving any compensation therefor. The address of the Committee is c/o General
DataComm Industries, Inc., Park Road Extension, Middlebury, CT 06762-1299.

16.    Are There Limitations On the Sale of Your Stock Purchased Under the Plan?

         Although the Plan is intended to provide you with an ownership interest
as an investment,  most employees may sell stock purchased under the Plan at any
time they choose.  However, those employees who are subject to Section 16 of the
Securities Exchange Act of 1934 or may be deemed "Affiliates" of

                                        7
<PAGE>

the  Corporation  within the meaning of the  Securities Act of 1933, as amended,
may effect such resales only pursuant to a separate prospectus or an appropriate
exemption from  registration.  If you sell your shares,  you should consider the
tax  consequences  and  employees  subject  to Section  16 should  consider  the
liability for short-swing profits under Section 16. In addition,  if such shares
are sold within two (2) years of the date of grant of the  option,  you agree to
notify  the  Corporation  of  such  disposition.  A  form  is  available  in the
Chairman's office to be sent to notify the Corporation.

17.      Where Do You Find Additional Details of the Plan?

         You should read the full text of the Plan which is contained  herein as
Part II.  The  information  provided  above is  simply a guide to the  principal
provisions of the Plan and is not complete.

18.      Is There Any Risk of Investment?

         The  Corporation  makes no  warranty  or  representation  to you in any
manner that the market  value of the stock which you purchase  will  increase or
not decrease.  You assume all risks in connection with any changes in the market
price of the stock which you purchase under the Plan.

19.      What Are the Federal Income Tax Aspects of the Plan?

         In most  cases,  no taxable  income  will be required to be reported on
your tax return  until the shares which you  purchased  under the Plan are sold.
The amount  reported as income is the difference  between your purchase price of
the shares and your net proceeds received when you sell the shares.

         If you have any questions,  you should  consult your own tax advisor.
The following section on Basic Federal Tax Consequences should be reviewed.

                         BASIC FEDERAL TAX CONSEQUENCES

         The  following  general  rules are  applicable  to employees for United
States federal income tax purposes:

         1. Taxable  income will not be realized by the  employee  either at the
time  options are granted  pursuant to the  Purchase  Plan or at the time of the
purchase of shares pursuant to the Purchase Plan.

         2. If the  employee  disposes of the shares two (2) years or more after
the  beginning  of the  Payment  Period in which the shares were  acquired  (and
accordingly, more than one year after issuance of the shares), then the employee
at that time will:

            (a)  recognize as ordinary compensation income an amount equal to
                 the lesser of:

                 (1) the  excess of the fair  market  value of the shares at the
                  time of such  disposition  over the option price, or

                 (2)  the excess of the fair market value of the shares at the
                  beginning of the Payment Period over the option price; and


                                        8
<PAGE>

            (b) recognize a long-term capital gain or loss in an amount equal to
            the  difference  between  the amount  realized  upon the sale of the
            stock and his or her basis in the shares (i.e.,  purchase price plus
            amount, if any, taxed as compensation income).

         3. If the  employee  disposes of the shares  within two (2) years after
the  beginning  of the  Payment  Period in which the shares were  acquired,  the
employee at that time will:

            (a) recognize as ordinary compensation income an amount equal to the
            fair market  value of the shares at the time of  purchase  (the last
            business day of the applicable  Payment Period) less the amount paid
            for the shares; and

            (b)  recognize  a  capital  gain or loss in an  amount  equal to the
            difference  between the amount  realized upon the sale of the shares
            and the basis in the shares (i.e.,  in this case, the purchase price
            plus the amount taxed to him or her as compensation  income); if the
            employee  holds the  shares for more than one year such gain or loss
            will be treated  as a  long-term  capital  gain or loss and with any
            gain taxed at a maximum rate of 20%.

         4. If the two-year  holding period is satisfied,  the Corporation  will
not receive any  deduction  for Federal  income tax purposes with respect to the
options or the shares issued pursuant thereto. If the two-year holding period is
not satisfied, the Corporation may be entitled to a deduction in an amount equal
to the  amount  which  is  considered  ordinary  compensation  income,  and  the
employee,  by participating in the Plan, agrees to notify the Corporation of any
such  disposition.  A Form is available in the  Chairman's  office to be used to
notify the Corporation.

         The following hypothetical example and its tax consequences  illustrate
three typical applications of the tax rules:

                                     Assume:

            A.  At the beginning of the Payment Period, the shares have a market
                price of $10.
            B.  At the end of the Payment Period, the shares have a market price
                of $15.
            C.  X purchases  the shares on the last day of the Payment Period at
                $8.50 per  share  (85% of the lower of A and B above and equal
                to or greater than the book value at the end of the Payment
                Period.


                                        9
<PAGE>


                                  TYPICAL CASES


1.  X holds the shares for two (2) years after the beginning of the Payment
    Period, then sells for a gain.

    If X holds  the  shares  two (2)  years  or more  from  the date of the
beginning of the Payment  Period and then sells at $20 a share,  X would compute
his or her taxes by taking 15% of the $10 fair  market  value on the date of the
beginning  of the Payment  Period and include  this amount  ($1.50 per share) as
ordinary  income in X's tax return for the year in which the sale was made.  The
difference  between the amount X paid for the shares  ($8.50) plus the amount of
ordinary income ($1.50) and X's selling price ($20), or $10.00,  is treated as a
gain from the sale of a capital asset in the year the sale was made.


2.   X holds the shares for less than two (2) years after the  beginning  of the
     Payment Period, then sells for a gain.

         If X holds the shares for less than two (2) years from the beginning of
the Payment Period and then sells the shares at $20 a share, X would include the
difference  between the $8.50 X paid for the shares and the fair market value on
the date of  purchase  ($15) or $6.50  per share as  ordinary  income in the tax
return filed for the year in which the sale was made. The difference between the
amount X paid for the shares ($8.50) plus the amount of ordinary  income ($6.50)
and X's  selling  price  ($20),  or $5,  is  treated  as a gain from the sale of
capital assets in the year the sale was made.


3.  X holds the shares for two (2) years after the beginning of the Payment
    Period, then sells at a loss.

         If X holds the  shares for more than two (2) years from the date of the
beginning  of the  Payment  Period and then sells the shares at $8 per share,  X
would include the  difference  between the $8 sales price and the $8.50 purchase
price as a capital  loss in the tax return  filed for the year in which the sale
was made.


4.   X holds the shares for  fifteen  (15)  months  after the  beginning  of the
     Payment Period, then sells at a loss.

         If X holds the shares for only fifteen (15) months from the date of the
beginning  of the Payment  Period and then sells the shares at $14 per share,  X
would first include the difference between the $8.50 purchase price and the fair
market  value on the date of  purchase  ($15),  or $6.50,  per share as ordinary
income in the tax return filed for the year in which the sale was made, and next
include  the  difference  between  the $14 sale  price and the $15 basis  ($8.50
purchase price plus $6.50 taxed as compensation  income) as a loss from the sale
of capital assets in the year the sale was made.

                                       10
<PAGE>

                       PART II - COMPLETE TEXT OF THE PLAN

                        GENERAL DATACOMM INDUSTRIES, INC.
                        1979 EMPLOYEE STOCK PURCHASE PLAN

Article 1 - Purpose

This Employee  Stock  Purchase Plan (the "Plan") is intended as an incentive and
to  encourage  stock  ownership by all  eligible  employees of General  DataComm
Industries, Inc. (the "Corporation") and participating subsidiaries so that they
may obtain a more direct  interest in the continuing  welfare and development of
the Corporation.  The Plan is designed to encourage eligible employees to remain
in the  employ  of  the  Corporation  and  to  provide  incentive  for  superior
performance.  It is intended  that  options be issued  pursuant to an  "employee
stock purchase  plan" within the meaning of Section 423 of the Internal  Revenue
Code of 1986, as amended ("Code").

Article 2 - Eligible Employees

All  employees  of the  Corporation  and  participating  subsidiaries  who  have
completed 91 consecutive  days  employment  shall be eligible to receive options
under this Plan to purchase the Corporation's  Common Stock, $.10 per value (the
"Common  Stock").  There shall be no  participation  by subsidiaries  which have
employees in countries whose laws make  participation  impractical.  Persons who
have been so employed for 91 days or more on the first day of the Payment Period
shall  receive  their  options as of such day.  Persons who attain the status of
employment  for 91 days or more after the date on which the initial  options are
granted  under  this Plan  shall be  granted  options  on the next date on which
options are granted to all  eligible  employees.  In no event may an employee be
granted  an option if such  employee,  after the option is  granted,  owns stock
possessing five (5%) percent or more of the total combined voting power or value
of all  classes  of stock of the  Corporation  or of its parent  corporation  or
subsidiary  corporation,  as the  terms  "parent  corporation"  and  "subsidiary
corporation"  are defined in Section 424(e) and (f) of the Code. For purposes of
determining stock ownership under this paragraph, the rules of Section 424(d) of
the Code shall apply and stock which the employee may purchase under outstanding
options shall be treated as stock owned by the employee.

         For purposes of this Article 2, the term employee  shall not include an
employee whose customary  employment is twenty (20) hours or less per week or is
for not more than five (5) months in any calendar year.

Article 3 - Stock Subject to the Plan

The stock subject to the options shall be shares of the Corporation's authorized
but unissued shares of Common Stock or shares of Common Stock  reacquired by the
Corporation  including shares purchased in the open market. The aggregate number
of shares  which may be issued  pursuant  to the Plan is  3,825,704,  subject to
increase  or  decrease by reason of stock  split-ups,  reclassifications,  stock
dividends, changes in par value and the like.

                                       11
<PAGE>

Article 4 - Payment Periods And Stock Options

The original six-month periods,  November 1 to April 30 and May 1 to October 31,
were Payment Periods during which payroll  deductions were accumulated under the
Plan.  Each Payment Period includes only full pay periods falling within it. The
Board of Directors may change the starting and ending dates of six-month periods
at any time while the Plan is suspended.  No Payment  Period will commence if at
such time 85% of the average  market  price per share is less than the  publicly
reported book value per share.  The current  Payment  Periods are September 1 to
February 28 or 29 and March 1 to August 31.

         Twice each year, on the first business day of each Payment Period,  the
Corporation  will grant to each eligible  employee who is then a participant  in
the Plan an option to purchase on the last day of such  Payment  Period,  at the
Option Price hereinafter provided for, such number of shares of the Common Stock
of the Corporation  reserved for the purpose of the Plan whose aggregate average
market  price  does not exceed 10% of the  employee's  regular  base pay for the
Payment Period,  on condition that such employee remains eligible to participate
in the Plan  throughout  such Payment  Period.  The foregoing  limitation on the
number of shares  which may be  granted  in any  Payment  Period is  subject  to
increase  or  decrease by reason of stock  split-ups,  reclassifications,  stock
dividends,  changes in par value and the like. The participant shall be entitled
to exercise such options so granted only to the extent of his or her accumulated
payroll  deductions on the last day of such Payment Period. The Option Price for
each Payment  Period shall be the lesser of (i) 85% of the average  market price
per share of the  Corporation's  Common  Stock on the first  business day of the
Payment  Period  or (ii)  85% of the  average  market  price  per  share  of the
Corporation's  Common Stock on the last business day of the Payment Period,  but
in no event less than the publicly  reported  book value per share at the end of
the Payment  Period.  If 85% of the average market price per share at the end of
the  Payment  Period is less  than  such book  value per share at the end of the
Payment  Period,  then the Corporation  will refund the employees'  withholdings
plus interest  comparable to that offered on money market checking accounts.  If
85% of the  average  market  price  per share at the end of the  Payment  Period
equals or exceeds book value per share,  but 85% of the average market price per
share at the  beginning  of the Payment  Period is less than such book value per
share at the end of the Payment  Period,  the  purchase  price will be such book
value per share at the end of the Payment Period. In the event of an increase or
decrease in the number of outstanding  shares of Common Stock of the Corporation
through stock  split-ups,  reclassifications,  stock  dividends,  changes in par
value and the like,  an  appropriate  adjustment  shall be made in the number of
shares  and  Option  Price per share  provided  for under the Plan,  either by a
proportionate  increase in the number of shares and a proportionate  decrease in
the Option  Price per share,  or by a  proportionate  decrease  in the number of
shares and a  proportionate  increase in the Option  Price per share,  as may be
required to enable an eligible employee who is then a participant in the Plan as
to whom an  option  is  exercised  on the last day of any then  current  Payment
Period to acquire such number of full shares as his or her  accumulated  payroll
deductions on such date will pay for at the adjusted Option Price.

         For  purposes of this Plan the term  "average  market  price" means the
average of the high and low prices of the Common Stock of the Corporation on the
New York  Stock  Exchange,  or if not  listed  on such  Exchange  on such  other
national securities exchange as shall be designated by the Board of Directors or
the NASDAQ system.

         For purposes of this Plan the term  "business day" as used herein means
a day on which there is trading on the New York Stock  Exchange or such national
securities  exchange as shall be designated  by the Board of  Directors,  or the
NASDAQ system.

                                       12
<PAGE>


         No employee  shall be granted an option which permits his or her rights
to purchase Common Stock under the Plan and any similar plans of the Corporation
or any  parent or  subsidiary  corporations  to accrue at a rate  which  exceeds
$25,000 of fair market value of such stock  (determined  at the time such option
is granted) for each  calendar year in which such option is  outstanding  at any
time. The purpose of the limitation in the preceding  sentence is to comply with
the provisions of Section  423(b)(8) of the Code, which are incorporated  herein
by reference.

Article 5 - Exercise of Option

Eligible  employees  who  continue  to be  participants  in the Plan on the last
business day of a Payment Period shall be deemed to have exercised their options
on such date and shall be deemed to have  purchased  from the  Corporation  such
number of full shares of Common  Stock  reserved  for the purpose of the Plan as
accumulated  payroll  deductions on such date will pay for at such Option Price.
If a  participant  is not an  employee  on the last  business  day of a  Payment
Period, he or she shall not be entitled to exercise the option.

Article 6 - Supplementary Deductions and Unused Payroll Deductions

         (a) Only full shares of Common Stock may be  purchased  under the Plan.
         Unused payroll deductions remaining in an employee's account at the end
         of a Payment Period will be carried  forward to the succeeding  Payment
         Period.

         (b) An employee shall have the right to authorize supplementary payroll
         deductions  based on any bonuses and  commissions,  if any, paid to the
         employee. The election to authorize a supplementary  deduction shall be
         made by written  notice  received by Human  Resources no later than ten
         (10) days prior to the  beginning  of the  Payment  Period in which the
         supplementary  contribution  is to be made and  shall  remain in effect
         through all succeeding  Payment Periods until revoked by written notice
         received by Human Resources.

         (c) An employee may not make any cash payments into his or her account.

Article 7 - Authorization For Entering Plan

An employee  may enter the Plan by  completing,  signing and  delivering  to the
Human Resources department an Authorization Form:

         (a) stating the percentage to be deducted regularly from his or her
         pay;

         (b)  authorizing the purchase of stock on his or her behalf in each
         Payment Period in accordance with the terms of the Plan; and

         (c) specifying the exact name in which  purchased stock is to be issued
as provided under Article 11 hereof.

         Such  Authorization  must be received by Human  Resources  at least ten
         (10) days before the  beginning  date of such next  succeeding  Payment
         Period.

                                       13
<PAGE>

         Unless an employee files a new Authorization Form or withdraws from the
         Plan,  deductions and purchases  under the  Authorization  Form on file
         under the Plan will continue as long as the Plan remains in effect.

         The Corporation will accumulate and hold for the employee's account the
         amounts  deducted  from his or her pay. No interest  will be paid on or
         credited to the employee's account,  except as specifically provided in
         Article 4 on refunds.

Article 8 - Maximum Amount Of Payroll Deductions

An employee may authorize  payroll  deductions in an amount not less than 2% but
not more than 10% of his or her regular base pay. In addition, an employee shall
be  entitled  to  authorize  supplementary  deductions  of the same  limitations
pursuant to Article 6 hereof.

Article 9 - Change In Payroll Deductions

Deductions may only be increased or decreased once in a Payment Period and shall
become  effective in the next payroll  period  commencing  after receipt of said
authorized  change. A new authorization will be required and must be received by
Human Resources.

Article 10 - Withdrawal From The Plan

An employee  may  withdraw  from the Plan in whole but not in part,  at any time
prior to the next to the last business day of each Payment  Period by delivering
a written  withdrawal notice to Human Resources,  in which event the Corporation
will refund the entire balance of his or her deductions within ten (l0) business
days after receipt of said notice.

         An employee who withdraws from the Plan is treated like an employee who
has never entered the Plan. To re-enter,  a new Authorization Form must be filed
at least ten (10) days before the  beginning  date of the next  Payment  Period.
This Form,  however,  cannot become  effective  before the beginning of the next
Payment Period following withdrawal.

Article 11 - Issuance of Stock

Certificates  for Common Stock issued to participants  will be delivered as soon
as practicable after each Payment Period.

         Common Stock  purchased  under the Plan will be issued only in the name
of the employee,  or if the Authorization Form so specifies,  in the name of the
employee  and  another  person  of legal  age as joint  tenants  with  rights of
survivorship.

Article 12 - No Transfer or Assignment of Employee's Rights

An  employee's  rights  under  the  Plan  are his or hers  alone  and may not be
transferred or assigned to or availed of by any other person. Any option granted
to an employee may only be exercised by that person.

                                       14
<PAGE>

Article 13 - Termination Of Employee's Rights

An employee's  rights under the Plan will  terminate when he or she ceases to be
an employee  because of  retirement,  resignation,  lay-off,  discharge,  death,
change  of  status,  or for  any  other  reason.  A  withdrawal  notice  will be
considered  as having been  received  from the  employee  on the day  employment
ceases,  and all payroll  deductions  not used to purchase  Common Stock will be
refunded.

         If an  employee's  payroll  deductions  are  interrupted  by any  legal
process,  a withdrawal  notice will be considered as having been received on the
day the interruption occurs.

Article 14 - Termination and Amendments To Plan

The Plan shall terminate on October 31, 2001.

         The Plan may be  terminated at any time by the  Corporation's  Board of
Directors.  It will terminate in any case when all or  substantially  all of the
unissued  shares of Common Stock  reserved for the purpose of the Plan have been
purchased. If at any time shares of Common Stock reserved for the purpose of the
Plan remain  available for purchase but not in sufficient  number to satisfy all
then unfilled purchase  requirements,  the available shares shall be apportioned
among  participants in proportion to their options and the Plan shall terminate.
Upon  such  termination  or any  other  termination  of the  Plan,  all  payroll
deductions not used to purchase Common Stock will be refunded.

         The Board of Directors  also  reserves the right to amend the Plan from
time to time in any  respect  provided,  however,  that no  amendment  shall  be
effective without prior approval of the stockholders,  which would (a) except as
provided in Articles 3 and 4,  increase  the number of shares of Common Stock to
be  offered  above or (b)  change  the class of  employees  eligible  to receive
options under the Plan.

Article 15 - Limitations on Sale of Stock Purchased Under The Plan

The Plan is intended to provide  Common Stock for investment and not for resale.
The Corporation does not, however,  intend to restrict or influence any employee
in the conduct of personal financial affairs. An employee may,  therefore,  sell
Common Stock purchased under the Plan at any time so chosen.  Because of certain
Federal tax  requirements,  each employee  will agree,  by entering the Plan, to
promptly give the  Corporation  notice of any such stock  disposed of within two
(2) years  after the date of grant of the  applicable  option or within  one (1)
year after  issuance of the shares  showing the number of such shares  disposed.
The employee  assumes the risk of any market  fluctuations  in the price of such
Common Stock.

Article 16 - Corporation's Payment of Expenses Related To Plan

The Corporation will bear all costs of administering the Plan.

Article 17 - Participating Subsidiaries

The  term  "participating   subsidiaries"  shall  mean  any  subsidiary  of  the
Corporation  which is designated by the Board of Directors to participate in the
Plan.  The Board of  Directors  shall  have the  power to make such  designation
before or after the Plan is approved by the stockholders.

                                       15
<PAGE>

Article 18 - Administration of The Plan

The Plan shall be administered  by a committee  appointed by the Chairman of the
Board of the Corporation (the  "Committee").  The Committee shall consist of not
less  than  three  (3)  employees  of  the  Corporation  and/or  members  of the
Corporation's  Board of  Directors.  The  Chairman of the Board may from time to
time remove  members  from, or add members to, the  Committee.  Vacancies on the
Committee,  howsoever caused,  shall be filled by the Chairman of the Board. The
Committee  shall  select  one (l) of its  members  as  Chairman,  and shall hold
meetings at such times and places as it may determine. Acts by a majority of the
Committee,  or acts  reduced to or  approved  in  writing  by a majority  of the
members of the Committee, shall be the valid acts of the Committee.

The  interpretation  and  construction by the Committee of any provisions of the
Plan  or of any  option  granted  under  it  shall  be  final  unless  otherwise
determined by the Board of Directors.  The Committee may from time to time adopt
such rules and  regulations  for carrying  out the Plan as it may deem best.  No
member of the Committee shall be liable for any action or determination  made in
good faith with respect to the Plan or any option granted under it.

Article 19 - Options Not Stockholders

Neither  the  granting of an option to an  employee  nor the payroll  deductions
shall  constitute such employee a stockholder of the shares covered by an option
until such shares have been purchased by and issued to the employee.

Article 20 - Application of Funds

The proceeds  received by the Corporation from the sale of Common Stock pursuant
to options granted under the Plan will be used for general corporate purposes.

Article 21 - Governmental Regulation

The  Corporation's  obligation to sell and deliver  shares of the  Corporation's
Common  Stock  under this Plan is subject to the  approval  of any  governmental
authority  required in connection  with the  authorization,  issuance or sale of
such Common Stock.

Article 22 - Approval of Stockholders

The Plan was approved by the stockholders at the 1980 Annual Meeting and amended
by the  stockholders at the 1983,  1986,  l987,  1988, 1989, 1991, 1998 and 1999
Annual Meetings.
                                       16

<PAGE>

                          DESCRIPTION OF CAPITAL STOCK

         The shares of Common  Stock are  entitled  to one (1) vote per share on
all matters submitted to stockholders. They are also entitled to vote separately
as a class (as are the shares of Class B Stock  described  below) on all matters
requiring an amendment to the  Corporation's  Certificate of  Incorporation,  as
well as on mergers,  consolidations  and certain other significant  transactions
for which  stockholder  approval is required under Delaware law.  Holders of the
Common Stock do not have preemptive rights or cumulative voting rights.

         Dividends  on the  Common  Stock  will be paid if,  and when  declared.
However,  if a cash  dividend  is paid in respect of the  Common  Stock,  a cash
dividend  must also be paid on the Class B Stock in an amount per share of Class
B Stock equal to 90% of the amount of the cash  dividends  paid on each share of
the Common  Stock.  Otherwise,  however,  the Common Stock and the Class B Stock
rank equally as to dividends.

         The  Corporation  has never paid cash dividends on the Common Stock and
Class B Stock and cash  dividends  (except as provided for by the  Corporation's
loan and security  agreement  allowing  payment of dividends on the 9% Preferred
Stock, as hereinafter  defined) are not permitted by the Corporation's  loan and
security  agreement.  Stock  dividends  on and stock splits of Common Stock will
only be payable or made in shares of Common Stock.

         Upon  liquidation,  dissolution  or  winding  up of the  affairs of the
Corporation,  the holders of the Common  Stock  ratably  with the holders of the
Class B Stock (which are  considered for this purpose one class) are entitled to
receive the entire net assets of the Corporation  remaining after payment of all
debts and other  claims of  creditors  and after the  holders of each  series of
preferred stock, if any, have been paid the preferred  liquidating  distribution
on their shares,  if any, as fixed by the Board of Directors of the  Corporation
(the  liquidation  preference of Preferred  Stock  outstanding  at July 31, 1999
amounted to $20 million). The Common Stock is not convertible into shares of any
other equity security of the Corporation.

         The Common Stock is freely transferable.

Class B Stock

         The shares of Class B Stock are  entitled  to one (1) vote per share on
all matters submitted to stockholders, except that they are entitled to ten (10)
votes per share in the election of directors under certain  circumstances.  They
are also  entitled  to vote  separately  as a class (as are the shares of Common
Stock) on all matters requiring an amendment to the Corporation's Certificate of
Incorporation,   as  well  as  on  mergers,  consolidations  and  certain  other
significant  transactions  for which  stockholder  approval  is  required  under
Delaware  law.  Holders  of the Class B Stock do not have  preemptive  rights or
cumulative voting rights.

         Dividends on the Class B Stock will be paid only as and when  dividends
on the Common Stock are declared and paid. Moreover,  if a cash dividend is paid
in respect of the Common Stock, a cash dividend must also be paid on the Class B
Stock in an amount per share of Class B Stock  equal to 90% of the amount of the
cash  dividends  paid on each share of Common  Stock.  Otherwise,  however,  the

                                       17

<PAGE>

Common Stock and the Class B Stock rank equally as to dividends. Stock dividends
on and stock  splits of Class B Stock  will only be payable or made in shares of
Class B Stock.

         In the event of liquidation or insolvency,  each share of Class B Stock
will be entitled to share ratably with the Common Stock in the assets  remaining
after payment of all debts and other claims of creditors,  subject to the rights
of any Preferred  Stock  outstanding  (the  liquidation  preference of Preferred
Stock outstanding at July 31, 1999 amounted to $20 million).

         Holders of Class B Stock may elect at any time to convert any or all of
such shares back into shares of Common Stock on a share-for-share  basis. In the
event that the number of  outstanding  shares of Class B Stock falls below 5% of
the aggregate number of issued and outstanding  shares of Common Stock and Class
B Stock,  or the Board of  Directors  of the  Corporation  and a majority of the
outstanding shares of Class B Stock approve the conversion of all of the Class B
Stock into Common Stock,  then  immediately upon the occurrence of either event,
the shares of the Class B Stock will  automatically  be converted into shares of
Common  Stock.  In  the  event  of  such   conversion,   certificates   formerly
representing  outstanding  shares of Class B Stock will  thereafter be deemed to
represent a like number of shares of Common Stock corresponding to the number of
shares of Class B Stock thus converted.

         The Class B Stock is not transferable  except to certain family members
and related entities.

Special Voting Requirements

         The  Corporation's  Restated  Certificate of  Incorporation  contains a
provision  requiring a two-thirds vote on mergers,  consolidations  or a sale of
substantially all of the  Corporation's  assets. It also contains a "fair price"
provision  requiring all stockholders  receive equal treatment in the event of a
takeover which may be coercive;  this "fair price"  provision may not be amended
except by a four-fifths  vote of the  stockholders and may be considered to have
the effect of discouraging  tender offers,  takeover  attempts,  acquisitions or
business  combinations  involving the Corporation.  That provision also requires
that business  combinations  involving the  Corporation  and certain  "Acquiring
Persons" (i.e., a person or entity which directly or indirectly owns or controls
at least 5% of the voting stock of the  Corporation)  be approved by the holders
of four-fifths of the Corporation's  outstanding  shares entitled to vote (other
than shares held by an  Acquiring  Person with which or by or on whose  behalf a
business combination is proposed) unless such business combination either:

            (1) has been authorized by the Board of Directors of the Corporation
            prior  to the  time  that  the  Acquiring  Person  involved  in such
            business combination became an Acquiring Person, or

            (2) will  result  in the  receipt  by the  other  stockholders  of a
            specified minimum amount and form of payment for their shares.

Anti-Takeover Statute

         Section  203  of the  Delaware  General  Corporation  Law  ("DGCL")  is
applicable to corporate takeovers in Delaware. Subject to certain exceptions set
forth  therein,  Section 203 of the DGCL provides  that a corporation  shall not
engage in any  business  combination  with any  "interested  stockholder"  for a
three-year period following the date that such stockholder becomes an interested
stockholder  unless  (a)  prior to such  date,  the  board of  directors  of the
corporation  approved either the

                                       18
<PAGE>


business  combination  or the  transaction  which  resulted  in the  stockholder
becoming an interested  stockholder;  (b) upon  consummation  of the transaction
which  resulted in the  stockholder  becoming  an  interested  stockholder,  the
interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction  commenced (excluding certain shares) or
(c) on or subsequent to such date,  the business  combination is approved by the
board of directors of the corporation and by the affirmative vote of at least 66
2/3% of the  outstanding  voting  stock  which is not  owned  by the  interested
stockholder.

Except as specified therein, an interested stockholder is defined to include any
person that is the owner of 15% or more of the  outstanding  voting stock of the
corporation,  or is an affiliate or  associate  of the  corporation  and was the
owner of 15% or more of the  outstanding  voting stock of the corporation at any
time  within  three  years  immediately  prior  to the  relevant  date,  and the
affiliates and associates of such person. Under certain  circumstances,  Section
203 of the DGCL  makes it more  difficult  for an  "interested  stockholder"  to
effect various business  combinations with a corporation for a three-year period
although the  stockholders  may, by adopting an  amendment to the  corporation's
certificate  of  incorporation  or  by-laws,  elect not to be  governed  by this
section,   effective   twelve  months  after   adoption.   The   Certificate  of
Incorporation   and  the  By-laws  do  not  exclude  the  Corporation  from  the
restrictions imposed under Section 203 of the DGCL.

Preferred Stock

         The  Preferred  Stock,   including  the   Corporation's  9%  Cumulative
Convertible Exchangeable Preferred Stock ("9% Preferred Stock") may be issued in
one or more series from time to time by action of the Board of  Directors of the
Corporation. The Shares of any series of Preferred Stock may be convertible into
Common  Stock,  may have priority over the Common Stock and Class B Stock in the
payment  of  dividends  and as to the  distribution  of  assets  in the event of
liquidation,  dissolution  or  winding  up  of  the  Corporation  and  may  have
preferential  or other  voting  rights,  in each case,  to the  extent,  if any,
determined by the Board of Directors of the  Corporation  at the time it creates
the  series.

     At July 31, 1999,  800,000 shares of 9% Preferred  Stock were  outstanding,
with a total  liquidation  preference of $25.00 per share,  or $20 million.
Each share of the  outstanding  9% Preferred  Stock is  convertible  into Common
Stock at $13.65 per share,  or the  equivalent  of 1.8315 shares of Common Stock
for each share of 9% Preferred Stock. The Corporation has the option to exchange
the 9%  Preferred  Stock for 9%  Convertible  Subordinated  Debentures  due 2006
("Debentures")  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 by the Corporation before September 30, 1999.

Registrar and Transfer Agent

         Chase  Mellon  Shareholder  Services,  L.L.C.,  is  the  Registrar  and
Transfer Agent for the Common Stock.

<PAGE>

                                  LEGAL MATTERS

   The legality of the shares  offered by this  Prospectus has been passed
upon by Messrs. Weisman Celler Spett & Modlin, P.C., 445 Park Avenue, New
York, New York 10022. As of July 31, 1999, members of the firm of Weisman
Celler Spett & Modlin, P.C. beneficially owned 6,750 shares of the Class B
Stock and the firm owned 90,535 shares of Common Stock of the Corporation.
Howard S. Modlin, a member of such firm, is Secretary and a director of the
Corporation.


                                       19

<PAGE>

                                     EXPERTS

         The  consolidated  balance sheets as of September 30, 1998 and 1997 and
the consolidated statements of operations and accumulated deficit and cash flows
for each of the three years in the period ended September 30, 1998, incorporated
by reference in this Prospectus,  have been incorporated herein in reliance upon
the report of PricewaterhouseCoopers  LLP, independent accountants,  given on
the authority of that firm as experts in accounting and auditing.

                                 INDEMNIFICATION

         The   Corporation's   Certificate  of   Incorporation   authorizes  the
indemnification  of  directors  and  officers  and the  purchase of insurance on
behalf of such persons against liability  asserted against them in such capacity
or arising out of such status.  The  Corporation  maintains an insurance  policy
covering its directors and officers  against certain losses.  Section 145 of the
General  Corporation  Law of  Delaware  permits or requires  indemnification  of
officers and directors in the event that certain statutory  standards of conduct
are met.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Corporation pursuant to the foregoing provisions,  or otherwise, the Corporation
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

                                       20
<PAGE>

                                    FORM S-8

PART II:  UNDERTAKINGS AND OTHER INFORMATION NOT REQUIRED IN
               PROSPECTUS

Item 3.   Incorporation of Documents by Reference

          See Prospectus,  "Available  Information,"  page 3 and "Description of
Capital Stock," page 17.

Item 4.   Description of Securities

          Not applicable.

Item 5.  Interest of Named Experts and Counsel

         The  consolidated  balance sheets as of September 30, 1998 and 1997 and
the consolidated statements of operations and accumulated deficit and cash flows
for each of the three years in the period ended September 30, 1998, incorporated
by reference in this Registration  Statement,  have been incorporated  herein in
reliance on the report of  PricewaterhouseCoopers  LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing.

Item 6.  Indemnification of Directors and Officers

         Reference is made to Article Tenth of the form of registrant's Restated
Certificate of Incorporation filed as Exhibit 3.1 to the Registrant's  Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999,  which is  incorporated
by  reference  for  information  concerning  indemnification  of  directors  and
officers.  Section 145 of the  General  Corporation  Law of Delaware  permits or
requires  indemnification  of officers  and  directors in the event that certain
statutory standards of conduct are met. However,  reference is made to Item 9(d)
with respect to  indemnification  for  liabilities  arising under the Securities
Act.

         Under an  insurance  policy  with The  Chubb  Group of  Companies,  the
directors  and  certain   officers  of  the   undersigned   registrant  and  its
subsidiaries are indemnified  against certain losses arising from certain claims
which may be made against such persons,  by reason of their being such directors
or officers.

Item 7.  Exemption from Registration Claimed

         Not applicable.


                                      II-1
<PAGE>


Item 8. List of Exhibits

10.      (a)  1979 Employee Stock Purchase Plan (set forth in Part II of the
               Prospectus).

23.      Consents

         (a)  PricewaterhouseCoopers LLP

Item 9.   Undertakings

         (a)  The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective  amendment to this Registration  Statement:  (i) to
include any  prospectus  required by Section  10(a)(3) of the  Securities Act of
1933 (the  "Securities  Act");  (ii) to reflect in the  prospectus  any facts or
events arising after the effective date of this  Registration  Statement (or the
most recent  post-effective  amendment  hereof)  which,  individually  or in the
aggregate,  represent a fundamental  change in the information set forth in this
Registration  Statement;  and (iii) to include  any  material  information  with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration  Statement,  provided,  however,  that  clauses (i) and (ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  clauses is  contained  in  periodic  reports  filed by the  registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
(the "Exchange  Act") that are  incorporated  by reference in this  Registration
Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new  registration  statement  relating to the securities  offered herein and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.



                                      II-2
<PAGE>


         (b) The undersigned  registrant  hereby undertakes that for the purpose
of  determining  any  liability  under the  Securities  Act,  each filing of the
registrant's  annual report  pursuant to Section 13 or 15(d) of the Exchange Act
(and,  where  applicable each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities  offered  therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the Prospectus to each employee to whom the Prospectus is sent
or given, a copy of the registrant's  latest annual report to stockholders  that
is  incorporated  by reference in the Prospectus  and furnished  pursuant to and
meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the  Exchange  Act,
unless such employee  otherwise has received a copy of such report in which case
the  registrant  shall state in the  Prospectus  that it will  promptly  furnish
without  charge a copy of such report on written  request of the  employee,  and
where  interim  financial  information  required to be presented by Article 3 of
Regulation  S-X is not set  forth  in the  Prospectus,  to  deliver  the  latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
Prospectus to provide such financial information.

         (d)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of  the  undersigned  registrant  pursuant  to  the  foregoing  provisions,   or
otherwise,  the  undersigned  registrant has been advised that in the opinion of
the Securities and Exchange  Commission such  indemnification  is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the  payment by the  registrant  of  expenses  incurred  or paid by a  director,
officer or controlling  person of the  undersigned  registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
undersigned registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Middlebury,  State of Connecticut,  on the 30th day
of August, 1999.

                                             GENERAL DATACOMM INDUSTRIES, INC.

                                             By:  /S/ CHARLES P. JOHNSON
                                                      Charles P. Johnson
                                                      Chairman of the Board

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                       Title                          Date
---------                       -----                          ----

/S/ CHARLES P. JOHNSON          Chairman of the Board          August 30, 1999
Charles P. Johnson              and Chief Executive Officer


/S/ WILLIAM G. HENRY            Vice President, Finance        August 30, 1999
William G. Henry                Chief Financial Officer and
                                Principal Accounting Officer

/S/ HOWARD S. MODLIN
Howard S. Modlin                Director and Secretary         August 30, 1999


/S/ FREDERICK R. CRONIN         Director and Vice President,   August 30, 1999
Frederick R. Cronin             Corporate Technology


/S/ LEE M. PASCHALL
Lee M. Paschall                 Director                       August 30, 1999


/S/ JOHN L. SEGALL
John L. Segall                  Director                       August 30, 1999



                                       II-4

<PAGE>

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of General DataComm  Industries,  Inc. and Subsidiaries of
our report  dated  October  29,  1998  (except for Note 15 for which the date is
December  31,  1998)  relating  to  our  audits  of the  consolidated  financial
statements and financial  statement  schedules of General  DataComm  Industries,
Inc. and Subsidiaries as of September 30, 1998 and 1997 and for the years ending
September  30,  1998,  and 1997,  and 1996 which  reports  are  incorporated  by
reference in the Annual Report on Form 10-K.




/S/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Stamford, Connecticut
August 30, 1999
[{"type": "S-8", "sequence": "1", "description": "1979 EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 69322}]
{"company-data": {"conformed-name": "GENERAL DATACOMM INDUSTRIES INC", "cik": "0000040518", "assigned-sic": "3661", "irs-number": "060853856", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86229", "film-number": "99703735"}, "business-address": {"street1": "ROUTE 63", "city": "MIDDLEBURY", "state": "CT", "zip": "06762", "phone": "2035741118"}, "mail-address": {"street1": "P O BOX 1299", "city": "MIDDLEBURY", "state": "CT", "zip": "06762-1299"}}
As filed with the Securities and Exchange Commission on August 31, 1999
                                                 Registration No. 333-________
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                                -----------------

                        GENERAL DATACOMM INDUSTRIES, INC.
                        ---------------------------------
               (Exact name of issuer as specified in its charter)

                  Delaware                             06-0853856
                  --------                             ----------
         (State or other jurisdiction of     (IRS Employer Identification No.)
         incorporation or organization)

             Park Road Extension, Middlebury, Connecticut 06762-1299
             -------------------------------------------------------
                    (Address of principal executive offices)

                        1979 EMPLOYEE STOCK PURCHASE PLAN
                        ---------------------------------
                            (Full title of the plan)

              HOWARD S. MODLIN, Weisman Celler Spett & Modlin, P.C.
            445 Park Avenue, New York, New York 10022 (212) 371-5400
            (Name, address and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------

                                     Proposed     Proposed
                                     Maximum      Maximum
                        Amount       Offering     Aggregate    Amount of
Title of Securities     to be        Price        Offering     Registration
to be Registered        Registered   Per Share    Price        Fee

Common Stock, par
value $.10 per share    600,000      $2.406(1)    $1,443,600   $401.32
------------------
(1) Estimated  pursuant to Rule 457(c) solely for the purpose of calculating the
registration  fee on the basis of the average  high/low  price on August 27,
1999, on the New York Stock Exchange, Inc.

Rule 429:  The prospectus contained herein is a combined prospectus with
Registration No. 333-57117.
PROSPECTUS

                        GENERAL DATACOMM INDUSTRIES, INC.
                               Park Road Extension
                            Middlebury, CT 06762-1299
                                  203-574-1118

                        1979 EMPLOYEE STOCK PURCHASE PLAN

         Participation   in  the  General   DataComm   Industries,   Inc.   (the
"Corporation") 1979 Employee Stock Purchase Plan (the "Plan") is offered, as set
forth herein,  to eligible  employees of the Corporation  and its  participating
subsidiaries to which the Plan shall be made applicable.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

               The date of this Prospectus is August 31, 1999.

THIS  DOCUMENT  CONSTITUTES  A  PROSPECTUS  COVERING  SECURITIES  THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933.
No person has been  authorized by the  Corporation to give any information or to
make any  representation not contained in this Prospectus in connection with the
offer made hereby,  and, if given or made,  such  information or  representation
must not be relied upon as having been  authorized by the  Corporation.  Neither
the delivery of this  Prospectus  nor any sales made  hereunder  shall under any
circumstances  create  any  implication  that  there  has been no  change in the
affairs of the Corporation since the date hereof.

                                TABLE OF CONTENTS

                                                                          PAGE

    AVAILABLE INFORMATION                                                    3
    REGISTRATION STATEMENT                                                   4
    GENERAL INFORMATION                                                      4
    PART I. INFORMATION ABOUT THE PLAN                                       5
            1.  What Does the Plan Do?                                       5
            2.  Who Is Eligible To Participate?                              5
            3.  How Do You Become a Participant?                             5
            4.  How Much Can You Invest In the Plan?                         5
            5.  What Happens to Your Payroll Deductions?                     6
            6.  What Happens to Unused Payroll Deductions?                   6
            7.  What Is the Payment Period?                                  6
            8.  When and At What Price Is Your Stock Purchased?              6
            9.  In Whose Name Will Your Stock Be Issued?                     6
           10.  Can You Change Your Payroll and Supplementary Deductions?    7
           11.  How Do the Supplementary Deductions Work?                    7
           12.  Can You Withdraw From the Plan?                              7
           13.  If You Withdraw, May You Again Participate In the Plan?      7
           14.  May You Assign or Transfer Your Rights?                      7
           15.  Who Administers the Plan?                                    7
           16.  Are There Limitations on the Sale of Your Stock Purchased
                Under the Plan?                                              7
           17.  Where Do You Find Additional Details of the Plan?            8
           18.  Is There Any Risk of Investment?                             8
           19.  What Are the Federal Income Tax Aspects of the Plan?         8

           BASIC FEDERAL TAX CONSEQUENCES                                    8
           Typical Cases                                                    10

           PART II.    COMPLETE TEXT OF THE PLAN                            11
           DESCRIPTION OF CAPITAL STOCK                                     17
           LEGAL MATTERS                                                    19
           EXPERTS                                                          20
           INDEMNIFICATION                                                  20

                                       2
AVAILABLE INFORMATION

The Corporation is subject to the  informational  requirements of the Securities
Exchange Act of 1934 ("Exchange Act") and in accordance therewith files reports,
proxy  statements  and  other  information  with  the  Securities  and  Exchange
Commission  (the  "Commission").   Such  reports,  proxy  statements  and  other
information  can be  inspected  and  copied at the public  reference  facilities
maintained by the Commission in  Washington,  DC at Room 1024, 450 Fifth Street,
NW, Washington,  DC 20549; in New York City at 7 World Trade Center, Suite 1300,
New York, New York 10048;  and in Chicago at Citicorp  Center,  500 West Madison
Street, Suite 1400, Chicago,  Illinois  60661-2511.  Copies of such material can
also be  obtained  from the  Public  Reference  Section  of the  Securities  and
Exchange  Commission,  450 Fifth Street, NW, Washington,  DC 20549 at prescribed
rates.  The  Corporation  will  provide at the written or oral  request  without
charge at its principal office in Middlebury, Connecticut to each person to whom
this  Prospectus is delivered a copy of any or all of the  information  that has
been  incorporated  by reference.  All such  requests  should be directed to the
Corporation  at its principal  office,  P.O. Box 1299,  Middlebury,  Connecticut
06762-1299,  Attention: Vice President, Finance, or by telephone (203) 574-1118.
The  Corporation's  Common  Stock is listed  and  traded  on the New York  Stock
Exchange,  Inc. and the above  material is also available for inspection at such
Exchange, 20 Broad Street, New York, New York 10005.

The following documents,  filed with the Commission, as stated above (Commission
File No. 1-8086), are hereby incorporated by reference in this Prospectus:

1. The Corporation's annual report on Form 10-K for the year ended September 30,
1998. 2. The Corporation's  proxy statement dated December 14, 1998 with respect
to its  annual  meeting  of  shareholders  held on  February  4,  1999 and proxy
statement dated May 13, 1999 with respect to its special meeting of stockholders
held on June 18, 1999. 3. The  Corporation's  quarterly reports on Form 10-Q for
the quarters ended  December 31, 1998,  March 31, 1999 and June 30, 1999. 4. The
Corporation's current report on Form 8-K as amended dated May 14, 1999.

         All  documents  filed  by  the  Corporation  after  the  date  of  this
Prospectus  pursuant to Sections  13, 14, and 15(d) of the Exchange Act prior to
the filing of a post-effective  amendment to the registration statement of which
this Prospectus  constitutes a part which indicates that all securities  offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference in this  Prospectus and to be a part
hereof from the date of filing of such documents.

                                        3
REGISTRATION STATEMENT

         The  Corporation  has  filed  with  the  Commission,   Washington,  DC,
Registration  Statements  (hereinafter,  as amended to date,  referred to as the
"Registration  Statements") on Form S-8 (File No. 333-57117 and 333-___________)
under the Securities Act of 1933, as amended  ("Securities  Act"), in respect of
shares of the Corporation's Common Stock, $.10 par value, subject to adjustment,
which may be purchased from time to time pursuant to the Plan for the account of
eligible employees who have subscribed to the Plan. As of July 31, 1999, 728,976
shares are still available for purchase under the Plan. For further  information
with respect to the Corporation and the securities  offered by this  Prospectus,
reference is made to the  Registration  Statements  and the exhibits  filed as a
part thereof.

         The  statements  made in Part I,  Information  About the Plan,  in this
Prospectus  are summaries of certain  provisions of the Plan, a copy of which is
set forth in Part II of this  Prospectus  and as an Exhibit to the  Registration
Statement.  Reference  is made  to the  Plan  for  complete  statements  of such
provisions,  and  such  summaries  are  qualified  in  their  entirety  by  such
reference.

                               GENERAL INFORMATION

         The Corporation, the executive offices of which are located at
Middlebury, Connecticut, 06762-1299, is the issuer of the Common Stock, $.10 par
value, covered  by  the  Registration   Statement  and  being  offered  by  this
Prospectus. The Corporation's telephone number is (203) 574-1118.

         Any  optionee who may be deemed an  affiliate  of the  Corporation,  as
defined in Rule 405 issued under the Securities  Act, must utilize an exemption,
including  Rule 144, from the  registration  provisions of the Securities Act to
sell shares  received  pursuant to the  exercise of an option  unless a separate
prospectus is in effect.

                                        4
PART I - INFORMATION ABOUT THE PLAN

                      Questions and Answers About the Plan
                           What the Plan Means to You

1.       What Does the Plan Do?

         The General DataComm Industries, Inc. 1979 Employee Stock Purchase Plan
is a  voluntary  payroll  deduction  plan  which  permits  you,  as an  eligible
employee,  to  purchase  shares  of  Common  Stock of the  Corporation  and thus
provides  you with a  convenient  way to obtain a more  direct  interest  in its
continuing welfare and development.

2.       Who Is Eligible to Participate?

         You are eligible if:

         (1) You have completed ninety-one (91) consecutive days employment with
the Corporation, and

         (2) You are a regular  employee working more than twenty (20) hours per
week.

         Employees of the Corporation  and its  participating  subsidiaries  who
meet the above  requirements are currently  eligible to participate in the Plan.
As of July 31, 1999, approximately 150 employees were participants in the Plan.

3.       How Do You Become a Participant?

         You may  elect to  participate,  after  you have  become  eligible,  by
completing a payroll deduction  authorization  form. This form is available from
the  Human  Resources  department.  The  payroll  deductions  will  start at the
beginning of the next Payment Period as set out in the Plan.  The  authorization
form must be  received  by Human  Resources  at least ten (10) days prior to the
beginning date of the Payment Period.

4.       How Much Can You Invest In the Plan?

         Your authorized  payroll deduction must be in whole percentages  within
the following range:

         The minimum deduction is 2% of your regular base pay.

         The maximum  deduction  is 10% of your  regular  base pay,  bonuses and
commissions.

         Base pay  includes  salary,  overtime  pay and any other  current  cash
compensation, but excludes bonuses, commissions and car allowances.

         You may also choose to authorize  supplementary  deductions  of no less
than 2% nor more than 10% of any bonuses and  commissions,  if any, paid to you.
See Question 11 for further information on supplementary deductions.

                                        5
5.       What Happens to Your Payroll Deductions?

         Your payroll deductions are accumulated on a non-interest bearing basis
until  the end of the  Payment  Period  when the stock is  purchased.  Only full
shares of stock may be purchased.

6.       What Happens to Unused Payroll Deductions?

         Since only full shares may be purchased,  any employee's account at the
end of that  Payment  Period may show a balance  after full  shares of stock are
purchased. This balance will be carried over into the next Payment Period.

                               How the Plan Works

7.       What is the Payment Period?

         The six-month periods,  September 1 to February 28 or 29 and March 1 to
August 31, are the so-called  Payment  Periods  during which payroll  deductions
were accumulated  under the Plan. The Board of Directors may change the starting
and ending dates of six-month  periods at any time while the Plan is  suspended.
No Payment  Period will commence if at such time 85% of the average market price
per share is less than the publicly reported book value per share.

8.       When And At What Price Is Your Stock Purchased?

         On the first business day of each Payment Period,  you as a participant
in the Plan are granted an option by the  Corporation  to buy shares on the last
business day of the Payment  Period at a price which is the lesser of 85% of the
average market price of the Corporation's Common Stock on the first business day
of the Period or 85% of the average  market  price of the  Corporation's  Common
Stock on the last  business  day of the  Period,  but in no event  less than the
publicly  reported book value per share at the end of the Payment Period. If 85%
of the average  market price per share at the end of the Payment  Period is less
than such book value per share at the end of the Payment Period, the Corporation
will refund your  deductions  with interest at a rate comparable to that offered
by a money market checking account. If 85% of the average market price per share
at the end of the Payment  Period  equals or exceeds the book value per share at
the end of the  Payment  Period,  but 85% of the  average  market  price  at the
beginning  of the  Payment  Period is less than the book value at the end of the
Payment  Period,  the  purchase  price  will be the book value at the end of the
Payment Period. On the last business day of the Payment Period you will purchase
that  number of full  shares  which can be paid for by your  payroll  deductions
accumulated during the Payment Period.

9.       In Whose Name Will Your Stock Be Issued?

         Stock purchased by you under the Plan will be issued only in your name,
or if you so specify in your authorization, in your name and the name of another
person of legal age.  That  person  will  become a joint  tenant  with rights of
survivorship.

                                        6
10.      Can You Change Your Payroll and Supplementary Deductions?

         Yes.  Your regular  payroll  percentage  deduction  may be increased or
decreased once during a Payment Period.  Likewise, your supplementary percentage
deduction may be increased or decreased once during a Payment Period.

11.      How Do the Supplementary Deductions Work?

         In addition to your regular payroll percentage deduction, you may elect
to have an additional  amount withheld from any bonuses and/or  commissions paid
to you. Your election to make the supplementary contribution deduction discussed
above  must be made no later than ten (10) days  prior to the  beginning  of the
Payment Period to which such election applies. Such election shall automatically
remain in effect until it is revoked.

12.      Can You Withdraw From the Plan?

         Yes.  You can  withdraw  at any  time  prior  to the  next to the  last
business day of each Payment  Period.  In such case, you will receive the entire
balance of your payroll  deductions not previously  used to purchase  stock.  No
partial  withdrawals  can be  made.  In the  event of a  withdrawal  you may not
purchase shares during the then current Period. A form is available in the Human
Resources department to elect to withdraw Funds.

13.      If You Withdraw, May You Again Participate in the Plan?

         Yes. However,  you will not be able to participate before the beginning
of the next Payment Period  following  withdrawal.  Upon rejoining the Plan, you
will be considered a new participant and a new authorization form must be filed.

14.      May You Assign or Transfer Your Rights?

         No. The rights  granted to you under the Plan are yours  alone and may
not be assigned  or  transferred  to anyone else.  Your option may be exercised
only by you.

15.      Who Administers the Plan?

         The Plan is  administered  by a  Committee  of not less than  three (3)
employees of the  Corporation  who are appointed by the Chairman of the Board of
the  Corporation.  The  Committee has the authority to interpret the Plan and to
establish  rules and  regulations.  The  present  members of the  Committee  are
Charles P. Johnson and Frederick R. Cronin.  The Committee members serve without
receiving any compensation therefor. The address of the Committee is c/o General
DataComm Industries, Inc., Park Road Extension, Middlebury, CT 06762-1299.

16.    Are There Limitations On the Sale of Your Stock Purchased Under the Plan?

         Although the Plan is intended to provide you with an ownership interest
as an investment,  most employees may sell stock purchased under the Plan at any
time they choose.  However, those employees who are subject to Section 16 of the
Securities Exchange Act of 1934 or may be deemed "Affiliates" of

                                        7
the  Corporation  within the meaning of the  Securities Act of 1933, as amended,
may effect such resales only pursuant to a separate prospectus or an appropriate
exemption from  registration.  If you sell your shares,  you should consider the
tax  consequences  and  employees  subject  to Section  16 should  consider  the
liability for short-swing profits under Section 16. In addition,  if such shares
are sold within two (2) years of the date of grant of the  option,  you agree to
notify  the  Corporation  of  such  disposition.  A  form  is  available  in the
Chairman's office to be sent to notify the Corporation.

17.      Where Do You Find Additional Details of the Plan?

         You should read the full text of the Plan which is contained  herein as
Part II.  The  information  provided  above is  simply a guide to the  principal
provisions of the Plan and is not complete.

18.      Is There Any Risk of Investment?

         The  Corporation  makes no  warranty  or  representation  to you in any
manner that the market  value of the stock which you purchase  will  increase or
not decrease.  You assume all risks in connection with any changes in the market
price of the stock which you purchase under the Plan.

19.      What Are the Federal Income Tax Aspects of the Plan?

         In most  cases,  no taxable  income  will be required to be reported on
your tax return  until the shares which you  purchased  under the Plan are sold.
The amount  reported as income is the difference  between your purchase price of
the shares and your net proceeds received when you sell the shares.

         If you have any questions,  you should  consult your own tax advisor.
The following section on Basic Federal Tax Consequences should be reviewed.

                         BASIC FEDERAL TAX CONSEQUENCES

         The  following  general  rules are  applicable  to employees for United
States federal income tax purposes:

         1. Taxable  income will not be realized by the  employee  either at the
time  options are granted  pursuant to the  Purchase  Plan or at the time of the
purchase of shares pursuant to the Purchase Plan.

         2. If the  employee  disposes of the shares two (2) years or more after
the  beginning  of the  Payment  Period in which the shares were  acquired  (and
accordingly, more than one year after issuance of the shares), then the employee
at that time will:

            (a)  recognize as ordinary compensation income an amount equal to
                 the lesser of:

                 (1) the  excess of the fair  market  value of the shares at the
                  time of such  disposition  over the option price, or

                 (2)  the excess of the fair market value of the shares at the
                  beginning of the Payment Period over the option price; and

                                        8
(b) recognize a long-term capital gain or loss in an amount equal to
            the  difference  between  the amount  realized  upon the sale of the
            stock and his or her basis in the shares (i.e.,  purchase price plus
            amount, if any, taxed as compensation income).

         3. If the  employee  disposes of the shares  within two (2) years after
the  beginning  of the  Payment  Period in which the shares were  acquired,  the
employee at that time will:

            (a) recognize as ordinary compensation income an amount equal to the
            fair market  value of the shares at the time of  purchase  (the last
            business day of the applicable  Payment Period) less the amount paid
            for the shares; and

            (b)  recognize  a  capital  gain or loss in an  amount  equal to the
            difference  between the amount  realized upon the sale of the shares
            and the basis in the shares (i.e.,  in this case, the purchase price
            plus the amount taxed to him or her as compensation  income); if the
            employee  holds the  shares for more than one year such gain or loss
            will be treated  as a  long-term  capital  gain or loss and with any
            gain taxed at a maximum rate of 20%.

         4. If the two-year  holding period is satisfied,  the Corporation  will
not receive any  deduction  for Federal  income tax purposes with respect to the
options or the shares issued pursuant thereto. If the two-year holding period is
not satisfied, the Corporation may be entitled to a deduction in an amount equal
to the  amount  which  is  considered  ordinary  compensation  income,  and  the
employee,  by participating in the Plan, agrees to notify the Corporation of any
such  disposition.  A Form is available in the  Chairman's  office to be used to
notify the Corporation.

         The following hypothetical example and its tax consequences  illustrate
three typical applications of the tax rules:

                                     Assume:

            A.  At the beginning of the Payment Period, the shares have a market
                price of $10.
            B.  At the end of the Payment Period, the shares have a market price
                of $15.
            C.  X purchases  the shares on the last day of the Payment Period at
                $8.50 per  share  (85% of the lower of A and B above and equal
                to or greater than the book value at the end of the Payment
                Period.

                                        9
TYPICAL CASES

1.  X holds the shares for two (2) years after the beginning of the Payment
    Period, then sells for a gain.

    If X holds  the  shares  two (2)  years  or more  from  the date of the
beginning of the Payment  Period and then sells at $20 a share,  X would compute
his or her taxes by taking 15% of the $10 fair  market  value on the date of the
beginning  of the Payment  Period and include  this amount  ($1.50 per share) as
ordinary  income in X's tax return for the year in which the sale was made.  The
difference  between the amount X paid for the shares  ($8.50) plus the amount of
ordinary income ($1.50) and X's selling price ($20), or $10.00,  is treated as a
gain from the sale of a capital asset in the year the sale was made.

2.   X holds the shares for less than two (2) years after the  beginning  of the
     Payment Period, then sells for a gain.

         If X holds the shares for less than two (2) years from the beginning of
the Payment Period and then sells the shares at $20 a share, X would include the
difference  between the $8.50 X paid for the shares and the fair market value on
the date of  purchase  ($15) or $6.50  per share as  ordinary  income in the tax
return filed for the year in which the sale was made. The difference between the
amount X paid for the shares ($8.50) plus the amount of ordinary  income ($6.50)
and X's  selling  price  ($20),  or $5,  is  treated  as a gain from the sale of
capital assets in the year the sale was made.

3.  X holds the shares for two (2) years after the beginning of the Payment
    Period, then sells at a loss.

         If X holds the  shares for more than two (2) years from the date of the
beginning  of the  Payment  Period and then sells the shares at $8 per share,  X
would include the  difference  between the $8 sales price and the $8.50 purchase
price as a capital  loss in the tax return  filed for the year in which the sale
was made.

4.   X holds the shares for  fifteen  (15)  months  after the  beginning  of the
     Payment Period, then sells at a loss.

         If X holds the shares for only fifteen (15) months from the date of the
beginning  of the Payment  Period and then sells the shares at $14 per share,  X
would first include the difference between the $8.50 purchase price and the fair
market  value on the date of  purchase  ($15),  or $6.50,  per share as ordinary
income in the tax return filed for the year in which the sale was made, and next
include  the  difference  between  the $14 sale  price and the $15 basis  ($8.50
purchase price plus $6.50 taxed as compensation  income) as a loss from the sale
of capital assets in the year the sale was made.

                                       10
PART II - COMPLETE TEXT OF THE PLAN

                        GENERAL DATACOMM INDUSTRIES, INC.
                        1979 EMPLOYEE STOCK PURCHASE PLAN

Article 1 - Purpose

This Employee  Stock  Purchase Plan (the "Plan") is intended as an incentive and
to  encourage  stock  ownership by all  eligible  employees of General  DataComm
Industries, Inc. (the "Corporation") and participating subsidiaries so that they
may obtain a more direct  interest in the continuing  welfare and development of
the Corporation.  The Plan is designed to encourage eligible employees to remain
in the  employ  of  the  Corporation  and  to  provide  incentive  for  superior
performance.  It is intended  that  options be issued  pursuant to an  "employee
stock purchase  plan" within the meaning of Section 423 of the Internal  Revenue
Code of 1986, as amended ("Code").

Article 2 - Eligible Employees

All  employees  of the  Corporation  and  participating  subsidiaries  who  have
completed 91 consecutive  days  employment  shall be eligible to receive options
under this Plan to purchase the Corporation's  Common Stock, $.10 per value (the
"Common  Stock").  There shall be no  participation  by subsidiaries  which have
employees in countries whose laws make  participation  impractical.  Persons who
have been so employed for 91 days or more on the first day of the Payment Period
shall  receive  their  options as of such day.  Persons who attain the status of
employment  for 91 days or more after the date on which the initial  options are
granted  under  this Plan  shall be  granted  options  on the next date on which
options are granted to all  eligible  employees.  In no event may an employee be
granted  an option if such  employee,  after the option is  granted,  owns stock
possessing five (5%) percent or more of the total combined voting power or value
of all  classes  of stock of the  Corporation  or of its parent  corporation  or
subsidiary  corporation,  as the  terms  "parent  corporation"  and  "subsidiary
corporation"  are defined in Section 424(e) and (f) of the Code. For purposes of
determining stock ownership under this paragraph, the rules of Section 424(d) of
the Code shall apply and stock which the employee may purchase under outstanding
options shall be treated as stock owned by the employee.

         For purposes of this Article 2, the term employee  shall not include an
employee whose customary  employment is twenty (20) hours or less per week or is
for not more than five (5) months in any calendar year.

Article 3 - Stock Subject to the Plan

The stock subject to the options shall be shares of the Corporation's authorized
but unissued shares of Common Stock or shares of Common Stock  reacquired by the
Corporation  including shares purchased in the open market. The aggregate number
of shares  which may be issued  pursuant  to the Plan is  3,825,704,  subject to
increase  or  decrease by reason of stock  split-ups,  reclassifications,  stock
dividends, changes in par value and the like.

                                       11
Article 4 - Payment Periods And Stock Options

The original six-month periods,  November 1 to April 30 and May 1 to October 31,
were Payment Periods during which payroll  deductions were accumulated under the
Plan.  Each Payment Period includes only full pay periods falling within it. The
Board of Directors may change the starting and ending dates of six-month periods
at any time while the Plan is suspended.  No Payment  Period will commence if at
such time 85% of the average  market  price per share is less than the  publicly
reported book value per share.  The current  Payment  Periods are September 1 to
February 28 or 29 and March 1 to August 31.

         Twice each year, on the first business day of each Payment Period,  the
Corporation  will grant to each eligible  employee who is then a participant  in
the Plan an option to purchase on the last day of such  Payment  Period,  at the
Option Price hereinafter provided for, such number of shares of the Common Stock
of the Corporation  reserved for the purpose of the Plan whose aggregate average
market  price  does not exceed 10% of the  employee's  regular  base pay for the
Payment Period,  on condition that such employee remains eligible to participate
in the Plan  throughout  such Payment  Period.  The foregoing  limitation on the
number of shares  which may be  granted  in any  Payment  Period is  subject  to
increase  or  decrease by reason of stock  split-ups,  reclassifications,  stock
dividends,  changes in par value and the like. The participant shall be entitled
to exercise such options so granted only to the extent of his or her accumulated
payroll  deductions on the last day of such Payment Period. The Option Price for
each Payment  Period shall be the lesser of (i) 85% of the average  market price
per share of the  Corporation's  Common  Stock on the first  business day of the
Payment  Period  or (ii)  85% of the  average  market  price  per  share  of the
Corporation's  Common Stock on the last business day of the Payment Period,  but
in no event less than the publicly  reported  book value per share at the end of
the Payment  Period.  If 85% of the average market price per share at the end of
the  Payment  Period is less  than  such book  value per share at the end of the
Payment  Period,  then the Corporation  will refund the employees'  withholdings
plus interest  comparable to that offered on money market checking accounts.  If
85% of the  average  market  price  per share at the end of the  Payment  Period
equals or exceeds book value per share,  but 85% of the average market price per
share at the  beginning  of the Payment  Period is less than such book value per
share at the end of the Payment  Period,  the  purchase  price will be such book
value per share at the end of the Payment Period. In the event of an increase or
decrease in the number of outstanding  shares of Common Stock of the Corporation
through stock  split-ups,  reclassifications,  stock  dividends,  changes in par
value and the like,  an  appropriate  adjustment  shall be made in the number of
shares  and  Option  Price per share  provided  for under the Plan,  either by a
proportionate  increase in the number of shares and a proportionate  decrease in
the Option  Price per share,  or by a  proportionate  decrease  in the number of
shares and a  proportionate  increase in the Option  Price per share,  as may be
required to enable an eligible employee who is then a participant in the Plan as
to whom an  option  is  exercised  on the last day of any then  current  Payment
Period to acquire such number of full shares as his or her  accumulated  payroll
deductions on such date will pay for at the adjusted Option Price.

         For  purposes of this Plan the term  "average  market  price" means the
average of the high and low prices of the Common Stock of the Corporation on the
New York  Stock  Exchange,  or if not  listed  on such  Exchange  on such  other
national securities exchange as shall be designated by the Board of Directors or
the NASDAQ system.

         For purposes of this Plan the term  "business day" as used herein means
a day on which there is trading on the New York Stock  Exchange or such national
securities  exchange as shall be designated  by the Board of  Directors,  or the
NASDAQ system.

                                       12
No employee  shall be granted an option which permits his or her rights
to purchase Common Stock under the Plan and any similar plans of the Corporation
or any  parent or  subsidiary  corporations  to accrue at a rate  which  exceeds
$25,000 of fair market value of such stock  (determined  at the time such option
is granted) for each  calendar year in which such option is  outstanding  at any
time. The purpose of the limitation in the preceding  sentence is to comply with
the provisions of Section  423(b)(8) of the Code, which are incorporated  herein
by reference.

Article 5 - Exercise of Option

Eligible  employees  who  continue  to be  participants  in the Plan on the last
business day of a Payment Period shall be deemed to have exercised their options
on such date and shall be deemed to have  purchased  from the  Corporation  such
number of full shares of Common  Stock  reserved  for the purpose of the Plan as
accumulated  payroll  deductions on such date will pay for at such Option Price.
If a  participant  is not an  employee  on the last  business  day of a  Payment
Period, he or she shall not be entitled to exercise the option.

Article 6 - Supplementary Deductions and Unused Payroll Deductions

         (a) Only full shares of Common Stock may be  purchased  under the Plan.
         Unused payroll deductions remaining in an employee's account at the end
         of a Payment Period will be carried  forward to the succeeding  Payment
         Period.

         (b) An employee shall have the right to authorize supplementary payroll
         deductions  based on any bonuses and  commissions,  if any, paid to the
         employee. The election to authorize a supplementary  deduction shall be
         made by written  notice  received by Human  Resources no later than ten
         (10) days prior to the  beginning  of the  Payment  Period in which the
         supplementary  contribution  is to be made and  shall  remain in effect
         through all succeeding  Payment Periods until revoked by written notice
         received by Human Resources.

         (c) An employee may not make any cash payments into his or her account.

Article 7 - Authorization For Entering Plan

An employee  may enter the Plan by  completing,  signing and  delivering  to the
Human Resources department an Authorization Form:

         (a) stating the percentage to be deducted regularly from his or her
         pay;

         (b)  authorizing the purchase of stock on his or her behalf in each
         Payment Period in accordance with the terms of the Plan; and

         (c) specifying the exact name in which  purchased stock is to be issued
as provided under Article 11 hereof.

         Such  Authorization  must be received by Human  Resources  at least ten
         (10) days before the  beginning  date of such next  succeeding  Payment
         Period.

                                       13
Unless an employee files a new Authorization Form or withdraws from the
         Plan,  deductions and purchases  under the  Authorization  Form on file
         under the Plan will continue as long as the Plan remains in effect.

         The Corporation will accumulate and hold for the employee's account the
         amounts  deducted  from his or her pay. No interest  will be paid on or
         credited to the employee's account,  except as specifically provided in
         Article 4 on refunds.

Article 8 - Maximum Amount Of Payroll Deductions

An employee may authorize  payroll  deductions in an amount not less than 2% but
not more than 10% of his or her regular base pay. In addition, an employee shall
be  entitled  to  authorize  supplementary  deductions  of the same  limitations
pursuant to Article 6 hereof.

Article 9 - Change In Payroll Deductions

Deductions may only be increased or decreased once in a Payment Period and shall
become  effective in the next payroll  period  commencing  after receipt of said
authorized  change. A new authorization will be required and must be received by
Human Resources.

Article 10 - Withdrawal From The Plan

An employee  may  withdraw  from the Plan in whole but not in part,  at any time
prior to the next to the last business day of each Payment  Period by delivering
a written  withdrawal notice to Human Resources,  in which event the Corporation
will refund the entire balance of his or her deductions within ten (l0) business
days after receipt of said notice.

         An employee who withdraws from the Plan is treated like an employee who
has never entered the Plan. To re-enter,  a new Authorization Form must be filed
at least ten (10) days before the  beginning  date of the next  Payment  Period.
This Form,  however,  cannot become  effective  before the beginning of the next
Payment Period following withdrawal.

Article 11 - Issuance of Stock

Certificates  for Common Stock issued to participants  will be delivered as soon
as practicable after each Payment Period.

         Common Stock  purchased  under the Plan will be issued only in the name
of the employee,  or if the Authorization Form so specifies,  in the name of the
employee  and  another  person  of legal  age as joint  tenants  with  rights of
survivorship.

Article 12 - No Transfer or Assignment of Employee's Rights

An  employee's  rights  under  the  Plan  are his or hers  alone  and may not be
transferred or assigned to or availed of by any other person. Any option granted
to an employee may only be exercised by that person.

                                       14
Article 13 - Termination Of Employee's Rights

An employee's  rights under the Plan will  terminate when he or she ceases to be
an employee  because of  retirement,  resignation,  lay-off,  discharge,  death,
change  of  status,  or for  any  other  reason.  A  withdrawal  notice  will be
considered  as having been  received  from the  employee  on the day  employment
ceases,  and all payroll  deductions  not used to purchase  Common Stock will be
refunded.

         If an  employee's  payroll  deductions  are  interrupted  by any  legal
process,  a withdrawal  notice will be considered as having been received on the
day the interruption occurs.

Article 14 - Termination and Amendments To Plan

The Plan shall terminate on October 31, 2001.

         The Plan may be  terminated at any time by the  Corporation's  Board of
Directors.  It will terminate in any case when all or  substantially  all of the
unissued  shares of Common Stock  reserved for the purpose of the Plan have been
purchased. If at any time shares of Common Stock reserved for the purpose of the
Plan remain  available for purchase but not in sufficient  number to satisfy all
then unfilled purchase  requirements,  the available shares shall be apportioned
among  participants in proportion to their options and the Plan shall terminate.
Upon  such  termination  or any  other  termination  of the  Plan,  all  payroll
deductions not used to purchase Common Stock will be refunded.

         The Board of Directors  also  reserves the right to amend the Plan from
time to time in any  respect  provided,  however,  that no  amendment  shall  be
effective without prior approval of the stockholders,  which would (a) except as
provided in Articles 3 and 4,  increase  the number of shares of Common Stock to
be  offered  above or (b)  change  the class of  employees  eligible  to receive
options under the Plan.

Article 15 - Limitations on Sale of Stock Purchased Under The Plan

The Plan is intended to provide  Common Stock for investment and not for resale.
The Corporation does not, however,  intend to restrict or influence any employee
in the conduct of personal financial affairs. An employee may,  therefore,  sell
Common Stock purchased under the Plan at any time so chosen.  Because of certain
Federal tax  requirements,  each employee  will agree,  by entering the Plan, to
promptly give the  Corporation  notice of any such stock  disposed of within two
(2) years  after the date of grant of the  applicable  option or within  one (1)
year after  issuance of the shares  showing the number of such shares  disposed.
The employee  assumes the risk of any market  fluctuations  in the price of such
Common Stock.

Article 16 - Corporation's Payment of Expenses Related To Plan

The Corporation will bear all costs of administering the Plan.

Article 17 - Participating Subsidiaries

The  term  "participating   subsidiaries"  shall  mean  any  subsidiary  of  the
Corporation  which is designated by the Board of Directors to participate in the
Plan.  The Board of  Directors  shall  have the  power to make such  designation
before or after the Plan is approved by the stockholders.

                                       15
Article 18 - Administration of The Plan

The Plan shall be administered  by a committee  appointed by the Chairman of the
Board of the Corporation (the  "Committee").  The Committee shall consist of not
less  than  three  (3)  employees  of  the  Corporation  and/or  members  of the
Corporation's  Board of  Directors.  The  Chairman of the Board may from time to
time remove  members  from, or add members to, the  Committee.  Vacancies on the
Committee,  howsoever caused,  shall be filled by the Chairman of the Board. The
Committee  shall  select  one (l) of its  members  as  Chairman,  and shall hold
meetings at such times and places as it may determine. Acts by a majority of the
Committee,  or acts  reduced to or  approved  in  writing  by a majority  of the
members of the Committee, shall be the valid acts of the Committee.

The  interpretation  and  construction by the Committee of any provisions of the
Plan  or of any  option  granted  under  it  shall  be  final  unless  otherwise
determined by the Board of Directors.  The Committee may from time to time adopt
such rules and  regulations  for carrying  out the Plan as it may deem best.  No
member of the Committee shall be liable for any action or determination  made in
good faith with respect to the Plan or any option granted under it.

Article 19 - Options Not Stockholders

Neither  the  granting of an option to an  employee  nor the payroll  deductions
shall  constitute such employee a stockholder of the shares covered by an option
until such shares have been purchased by and issued to the employee.

Article 20 - Application of Funds

The proceeds  received by the Corporation from the sale of Common Stock pursuant
to options granted under the Plan will be used for general corporate purposes.

Article 21 - Governmental Regulation

The  Corporation's  obligation to sell and deliver  shares of the  Corporation's
Common  Stock  under this Plan is subject to the  approval  of any  governmental
authority  required in connection  with the  authorization,  issuance or sale of
such Common Stock.

Article 22 - Approval of Stockholders

The Plan was approved by the stockholders at the 1980 Annual Meeting and amended
by the  stockholders at the 1983,  1986,  l987,  1988, 1989, 1991, 1998 and 1999
Annual Meetings.
                                       16
DESCRIPTION OF CAPITAL STOCK

         The shares of Common  Stock are  entitled  to one (1) vote per share on
all matters submitted to stockholders. They are also entitled to vote separately
as a class (as are the shares of Class B Stock  described  below) on all matters
requiring an amendment to the  Corporation's  Certificate of  Incorporation,  as
well as on mergers,  consolidations  and certain other significant  transactions
for which  stockholder  approval is required under Delaware law.  Holders of the
Common Stock do not have preemptive rights or cumulative voting rights.

         Dividends  on the  Common  Stock  will be paid if,  and when  declared.
However,  if a cash  dividend  is paid in respect of the  Common  Stock,  a cash
dividend  must also be paid on the Class B Stock in an amount per share of Class
B Stock equal to 90% of the amount of the cash  dividends  paid on each share of
the Common  Stock.  Otherwise,  however,  the Common Stock and the Class B Stock
rank equally as to dividends.

         The  Corporation  has never paid cash dividends on the Common Stock and
Class B Stock and cash  dividends  (except as provided for by the  Corporation's
loan and security  agreement  allowing  payment of dividends on the 9% Preferred
Stock, as hereinafter  defined) are not permitted by the Corporation's  loan and
security  agreement.  Stock  dividends  on and stock splits of Common Stock will
only be payable or made in shares of Common Stock.

         Upon  liquidation,  dissolution  or  winding  up of the  affairs of the
Corporation,  the holders of the Common  Stock  ratably  with the holders of the
Class B Stock (which are  considered for this purpose one class) are entitled to
receive the entire net assets of the Corporation  remaining after payment of all
debts and other  claims of  creditors  and after the  holders of each  series of
preferred stock, if any, have been paid the preferred  liquidating  distribution
on their shares,  if any, as fixed by the Board of Directors of the  Corporation
(the  liquidation  preference of Preferred  Stock  outstanding  at July 31, 1999
amounted to $20 million). The Common Stock is not convertible into shares of any
other equity security of the Corporation.

         The Common Stock is freely transferable.

Class B Stock

         The shares of Class B Stock are  entitled  to one (1) vote per share on
all matters submitted to stockholders, except that they are entitled to ten (10)
votes per share in the election of directors under certain  circumstances.  They
are also  entitled  to vote  separately  as a class (as are the shares of Common
Stock) on all matters requiring an amendment to the Corporation's Certificate of
Incorporation,   as  well  as  on  mergers,  consolidations  and  certain  other
significant  transactions  for which  stockholder  approval  is  required  under
Delaware  law.  Holders  of the Class B Stock do not have  preemptive  rights or
cumulative voting rights.

         Dividends on the Class B Stock will be paid only as and when  dividends
on the Common Stock are declared and paid. Moreover,  if a cash dividend is paid
in respect of the Common Stock, a cash dividend must also be paid on the Class B
Stock in an amount per share of Class B Stock  equal to 90% of the amount of the
cash  dividends  paid on each share of Common  Stock.  Otherwise,  however,  the

                                       17
Common Stock and the Class B Stock rank equally as to dividends. Stock dividends
on and stock  splits of Class B Stock  will only be payable or made in shares of
Class B Stock.

         In the event of liquidation or insolvency,  each share of Class B Stock
will be entitled to share ratably with the Common Stock in the assets  remaining
after payment of all debts and other claims of creditors,  subject to the rights
of any Preferred  Stock  outstanding  (the  liquidation  preference of Preferred
Stock outstanding at July 31, 1999 amounted to $20 million).

         Holders of Class B Stock may elect at any time to convert any or all of
such shares back into shares of Common Stock on a share-for-share  basis. In the
event that the number of  outstanding  shares of Class B Stock falls below 5% of
the aggregate number of issued and outstanding  shares of Common Stock and Class
B Stock,  or the Board of  Directors  of the  Corporation  and a majority of the
outstanding shares of Class B Stock approve the conversion of all of the Class B
Stock into Common Stock,  then  immediately upon the occurrence of either event,
the shares of the Class B Stock will  automatically  be converted into shares of
Common  Stock.  In  the  event  of  such   conversion,   certificates   formerly
representing  outstanding  shares of Class B Stock will  thereafter be deemed to
represent a like number of shares of Common Stock corresponding to the number of
shares of Class B Stock thus converted.

         The Class B Stock is not transferable  except to certain family members
and related entities.

Special Voting Requirements

         The  Corporation's  Restated  Certificate of  Incorporation  contains a
provision  requiring a two-thirds vote on mergers,  consolidations  or a sale of
substantially all of the  Corporation's  assets. It also contains a "fair price"
provision  requiring all stockholders  receive equal treatment in the event of a
takeover which may be coercive;  this "fair price"  provision may not be amended
except by a four-fifths  vote of the  stockholders and may be considered to have
the effect of discouraging  tender offers,  takeover  attempts,  acquisitions or
business  combinations  involving the Corporation.  That provision also requires
that business  combinations  involving the  Corporation  and certain  "Acquiring
Persons" (i.e., a person or entity which directly or indirectly owns or controls
at least 5% of the voting stock of the  Corporation)  be approved by the holders
of four-fifths of the Corporation's  outstanding  shares entitled to vote (other
than shares held by an  Acquiring  Person with which or by or on whose  behalf a
business combination is proposed) unless such business combination either:

            (1) has been authorized by the Board of Directors of the Corporation
            prior  to the  time  that  the  Acquiring  Person  involved  in such
            business combination became an Acquiring Person, or

            (2) will  result  in the  receipt  by the  other  stockholders  of a
            specified minimum amount and form of payment for their shares.

Anti-Takeover Statute

         Section  203  of the  Delaware  General  Corporation  Law  ("DGCL")  is
applicable to corporate takeovers in Delaware. Subject to certain exceptions set
forth  therein,  Section 203 of the DGCL provides  that a corporation  shall not
engage in any  business  combination  with any  "interested  stockholder"  for a
three-year period following the date that such stockholder becomes an interested
stockholder  unless  (a)  prior to such  date,  the  board of  directors  of the
corporation  approved either the

                                       18
business  combination  or the  transaction  which  resulted  in the  stockholder
becoming an interested  stockholder;  (b) upon  consummation  of the transaction
which  resulted in the  stockholder  becoming  an  interested  stockholder,  the
interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction  commenced (excluding certain shares) or
(c) on or subsequent to such date,  the business  combination is approved by the
board of directors of the corporation and by the affirmative vote of at least 66
2/3% of the  outstanding  voting  stock  which is not  owned  by the  interested
stockholder.

Except as specified therein, an interested stockholder is defined to include any
person that is the owner of 15% or more of the  outstanding  voting stock of the
corporation,  or is an affiliate or  associate  of the  corporation  and was the
owner of 15% or more of the  outstanding  voting stock of the corporation at any
time  within  three  years  immediately  prior  to the  relevant  date,  and the
affiliates and associates of such person. Under certain  circumstances,  Section
203 of the DGCL  makes it more  difficult  for an  "interested  stockholder"  to
effect various business  combinations with a corporation for a three-year period
although the  stockholders  may, by adopting an  amendment to the  corporation's
certificate  of  incorporation  or  by-laws,  elect not to be  governed  by this
section,   effective   twelve  months  after   adoption.   The   Certificate  of
Incorporation   and  the  By-laws  do  not  exclude  the  Corporation  from  the
restrictions imposed under Section 203 of the DGCL.

Preferred Stock

         The  Preferred  Stock,   including  the   Corporation's  9%  Cumulative
Convertible Exchangeable Preferred Stock ("9% Preferred Stock") may be issued in
one or more series from time to time by action of the Board of  Directors of the
Corporation. The Shares of any series of Preferred Stock may be convertible into
Common  Stock,  may have priority over the Common Stock and Class B Stock in the
payment  of  dividends  and as to the  distribution  of  assets  in the event of
liquidation,  dissolution  or  winding  up  of  the  Corporation  and  may  have
preferential  or other  voting  rights,  in each case,  to the  extent,  if any,
determined by the Board of Directors of the  Corporation  at the time it creates
the  series.

     At July 31, 1999,  800,000 shares of 9% Preferred  Stock were  outstanding,
with a total  liquidation  preference of $25.00 per share,  or $20 million.
Each share of the  outstanding  9% Preferred  Stock is  convertible  into Common
Stock at $13.65 per share,  or the  equivalent  of 1.8315 shares of Common Stock
for each share of 9% Preferred Stock. The Corporation has the option to exchange
the 9%  Preferred  Stock for 9%  Convertible  Subordinated  Debentures  due 2006
("Debentures")  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 by the Corporation before September 30, 1999.

Registrar and Transfer Agent

         Chase  Mellon  Shareholder  Services,  L.L.C.,  is  the  Registrar  and
Transfer Agent for the Common Stock.
LEGAL MATTERS

   The legality of the shares  offered by this  Prospectus has been passed
upon by Messrs. Weisman Celler Spett & Modlin, P.C., 445 Park Avenue, New
York, New York 10022. As of July 31, 1999, members of the firm of Weisman
Celler Spett & Modlin, P.C. beneficially owned 6,750 shares of the Class B
Stock and the firm owned 90,535 shares of Common Stock of the Corporation.
Howard S. Modlin, a member of such firm, is Secretary and a director of the
Corporation.

                                       19
EXPERTS

         The  consolidated  balance sheets as of September 30, 1998 and 1997 and
the consolidated statements of operations and accumulated deficit and cash flows
for each of the three years in the period ended September 30, 1998, incorporated
by reference in this Prospectus,  have been incorporated herein in reliance upon
the report of PricewaterhouseCoopers  LLP, independent accountants,  given on
the authority of that firm as experts in accounting and auditing.

                                 INDEMNIFICATION

         The   Corporation's   Certificate  of   Incorporation   authorizes  the
indemnification  of  directors  and  officers  and the  purchase of insurance on
behalf of such persons against liability  asserted against them in such capacity
or arising out of such status.  The  Corporation  maintains an insurance  policy
covering its directors and officers  against certain losses.  Section 145 of the
General  Corporation  Law of  Delaware  permits or requires  indemnification  of
officers and directors in the event that certain statutory  standards of conduct
are met.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Corporation pursuant to the foregoing provisions,  or otherwise, the Corporation
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

                                       20
FORM S-8

PART II:  UNDERTAKINGS AND OTHER INFORMATION NOT REQUIRED IN
               PROSPECTUS

Item 3.   Incorporation of Documents by Reference

          See Prospectus,  "Available  Information,"  page 3 and "Description of
Capital Stock," page 17.

Item 4.   Description of Securities

          Not applicable.

Item 5.  Interest of Named Experts and Counsel

         The  consolidated  balance sheets as of September 30, 1998 and 1997 and
the consolidated statements of operations and accumulated deficit and cash flows
for each of the three years in the period ended September 30, 1998, incorporated
by reference in this Registration  Statement,  have been incorporated  herein in
reliance on the report of  PricewaterhouseCoopers  LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing.

Item 6.  Indemnification of Directors and Officers

         Reference is made to Article Tenth of the form of registrant's Restated
Certificate of Incorporation filed as Exhibit 3.1 to the Registrant's  Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999,  which is  incorporated
by  reference  for  information  concerning  indemnification  of  directors  and
officers.  Section 145 of the  General  Corporation  Law of Delaware  permits or
requires  indemnification  of officers  and  directors in the event that certain
statutory standards of conduct are met. However,  reference is made to Item 9(d)
with respect to  indemnification  for  liabilities  arising under the Securities
Act.

         Under an  insurance  policy  with The  Chubb  Group of  Companies,  the
directors  and  certain   officers  of  the   undersigned   registrant  and  its
subsidiaries are indemnified  against certain losses arising from certain claims
which may be made against such persons,  by reason of their being such directors
or officers.

Item 7.  Exemption from Registration Claimed

         Not applicable.

                                      II-1
Item 8. List of Exhibits

10.      (a)  1979 Employee Stock Purchase Plan (set forth in Part II of the
               Prospectus).

23.      Consents

         (a)  PricewaterhouseCoopers LLP

Item 9.   Undertakings

         (a)  The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective  amendment to this Registration  Statement:  (i) to
include any  prospectus  required by Section  10(a)(3) of the  Securities Act of
1933 (the  "Securities  Act");  (ii) to reflect in the  prospectus  any facts or
events arising after the effective date of this  Registration  Statement (or the
most recent  post-effective  amendment  hereof)  which,  individually  or in the
aggregate,  represent a fundamental  change in the information set forth in this
Registration  Statement;  and (iii) to include  any  material  information  with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration  Statement,  provided,  however,  that  clauses (i) and (ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  clauses is  contained  in  periodic  reports  filed by the  registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
(the "Exchange  Act") that are  incorporated  by reference in this  Registration
Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new  registration  statement  relating to the securities  offered herein and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                                      II-2
(b) The undersigned  registrant  hereby undertakes that for the purpose
of  determining  any  liability  under the  Securities  Act,  each filing of the
registrant's  annual report  pursuant to Section 13 or 15(d) of the Exchange Act
(and,  where  applicable each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities  offered  therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the Prospectus to each employee to whom the Prospectus is sent
or given, a copy of the registrant's  latest annual report to stockholders  that
is  incorporated  by reference in the Prospectus  and furnished  pursuant to and
meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the  Exchange  Act,
unless such employee  otherwise has received a copy of such report in which case
the  registrant  shall state in the  Prospectus  that it will  promptly  furnish
without  charge a copy of such report on written  request of the  employee,  and
where  interim  financial  information  required to be presented by Article 3 of
Regulation  S-X is not set  forth  in the  Prospectus,  to  deliver  the  latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
Prospectus to provide such financial information.

         (d)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of  the  undersigned  registrant  pursuant  to  the  foregoing  provisions,   or
otherwise,  the  undersigned  registrant has been advised that in the opinion of
the Securities and Exchange  Commission such  indemnification  is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the  payment by the  registrant  of  expenses  incurred  or paid by a  director,
officer or controlling  person of the  undersigned  registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
undersigned registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Middlebury,  State of Connecticut,  on the 30th day
of August, 1999.

                                             GENERAL DATACOMM INDUSTRIES, INC.

                                             By:  /S/ CHARLES P. JOHNSON
                                                      Charles P. Johnson
                                                      Chairman of the Board

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                       Title                          Date
---------                       -----                          ----

/S/ CHARLES P. JOHNSON          Chairman of the Board          August 30, 1999
Charles P. Johnson              and Chief Executive Officer

/S/ WILLIAM G. HENRY            Vice President, Finance        August 30, 1999
William G. Henry                Chief Financial Officer and
                                Principal Accounting Officer

/S/ HOWARD S. MODLIN
Howard S. Modlin                Director and Secretary         August 30, 1999

/S/ FREDERICK R. CRONIN         Director and Vice President,   August 30, 1999
Frederick R. Cronin             Corporate Technology

/S/ LEE M. PASCHALL
Lee M. Paschall                 Director                       August 30, 1999

/S/ JOHN L. SEGALL
John L. Segall                  Director                       August 30, 1999

                                       II-4
CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of General DataComm  Industries,  Inc. and Subsidiaries of
our report  dated  October  29,  1998  (except for Note 15 for which the date is
December  31,  1998)  relating  to  our  audits  of the  consolidated  financial
statements and financial  statement  schedules of General  DataComm  Industries,
Inc. and Subsidiaries as of September 30, 1998 and 1997 and for the years ending
September  30,  1998,  and 1997,  and 1996 which  reports  are  incorporated  by
reference in the Annual Report on Form 10-K.

/S/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Stamford, Connecticut
August 30, 1999