As filed with the Securities and Exchange Commission on December 20, 2000.
   ----------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF l933

                        GENERAL DATACOMM INDUSTRIES, INC.
             (Exact name of registrant 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-l299
                                 (203) 758-1811
  (Address, including zip code,  and  telephone  number,  including  area
                   code, of Registrant's principal executive offices)

                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

           HOWARD S. MODLIN, ESQ., Weisman Celler Spett & Modlin, P.C.
                    445 Park Avenue, New York, New York l0022
                                 (2l2) 37l-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 Unit(1)   Price        Fee
-------------------        ----------   -----------   ---------    ------------

Common Stock, par          500,000      $1.25         $625,000     $173.75
value, $.l0 per share
--------------

(1)   Estimated  pursuant to Rule 457(c)  solely for the purpose of  calculating
      the  registration  fee  based  upon the  closing  price of  shares  of the
      Registrant's  common stock, par value $.l0 per share on December 13, 2000
      on the New York Stock Exchange.

Rule 429:  The prospectus contained herein is a combined prospectus with
Registration No. 333-89571.

<PAGE>

                        GENERAL DATACOMM INDUSTRIES, INC.

                             1998 STOCK OPTION PLAN

         Cross Reference Sheet Between Items of Form S-8 and Prospectus


Item Required by Form S-8                    Caption in Prospectus
-------------------------                    ---------------------
1.   Plan Information                        Cover Page;
                                             1998 Stock Option Plan;
                                             Federal Income Tax Consequences

2.   Registrant Information                  Available Information
     and Employee Plan Annual
     Information



                                       ii
<PAGE>

                                   PROSPECTUS

                        GENERAL DATACOMM INDUSTRIES, INC.
                               Park Road Extension
                       Middlebury, Connecticut 06762-1299
                                  203-758-1811

                             1998 STOCK OPTION PLAN

                2,000,000 Shares of Common Stock, $.10 par value

         This prospectus relates to the offering by General DataComm Industries,
Inc.  ("GDC") of the shares of Common Stock covered  hereby to our employees and
directors  and  employees  of our  subsidiaries  as may be  granted  options  to
purchase  shares  pursuant to our 1998 Stock  Option Plan which is  described in
this prospectus.

         Certain of the  optionees  may,  from time to time,  sell or  otherwise
dispose of some or all of the shares of Common  Stock  which may be  acquired by
them.  Certain of the resales or other dispositions may be made pursuant to this
Prospectus,  but  others  may  be  made  by  employees  who  are  deemed  to  be
"affiliates"  of the  Corporation  within the meaning of the  Securities  Act of
1993, as amended  ("Securities  Act"),  and such persons may effect such resales
only  pursuant  to a  separate  prospectus  or  an  appropriate  exemption  from
registration.


         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                       ----------------------------------



               The date of this prospectus is December 20, 2000

This  document  constitutes  a  prospectus  covering  securities  that have been
registered under the Securities Act of 1933, as amended.

<PAGE>

             No person has been  authorized by us to give any  information or to
make any  representation not contained in this Prospectus in connection with the
offering  covered by this Prospectus and, if given or made, such  information or
representation  must not be relied upon as having been authorized by us. 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 our
affairs since the date hereof.

                                TABLE OF CONTENTS

                                                              PAGE
                                                              ----

REGISTRATION STATEMENT                                          2
WHERE YOU CAN FIND MORE INFORMATION                             3
1998 STOCK OPTION PLAN                                          4
FEDERAL INCOME TAX CONSEQUENCES                                 6
DESCRIPTION OF CAPITAL STOCK                                    7
LEGAL MATTERS                                                  17
INDEPENDENT ACCOUNTANTS                                        17
INDEMNIFICATION                                                17

                             REGISTRATION STATEMENT

         We have filed with the Securities and Exchange Commission,  Washington,
D.C. Registration  Statements  (hereinafter,  as amended to date, referred to as
the  "Registration  Statements")  on Form  S-8  (File  Nos.  333-89571  and 333-
_________)  under the  Securities  Act in  respect  of  2,000,000  shares of the
Corporation's Common Stock, $.10 par value, subject to adjustment,  which may be
purchased  from  time  to time  pursuant  to  stock  options  issued  to our key
employees,  including  our  officers and  directors  who are  employees  and non
employee directors and employees of our subsidiaries under our 1998 Stock Option
Plan (the "1998  Plan").  For further  information  with  respect to GDC 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  about  the  1998  Plan  in this  Prospectus  are
summaries of certain  provisions of the 1998 Plan, a copy of which is an exhibit
to this Registration Statement.  Reference is made to the 1998 Plan for complete
statements of such provisions, and such summaries are qualified in this entirety
by such reference.

         Any  optionee who may be deemed an affiliate of GDC, 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.

                                       2
<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

             Federal securities law requires us to file information with the SEC
concerning our business and  operations.  We file annual,  quarterly and special
reports,  proxy statements and other  information with the SEC. You can read and
copy these documents at the public reference  facility  maintained by the SEC at
Judiciary Plaza, 450 Fifth Street, NW, Room 1024, Washington,  DC 20549. You can
also copy and inspect such reports,  proxy  statements and other  information at
the regional offices of the SEC located at Seven World Trade Center, 13th Floor,
New York,  New York 10048 and 500 West  Madison  Street,  Suite  1400,  Chicago,
Illinois 60661.

             Please call the SEC at  1-800-SEC-0330  for further  information on
the public  reference rooms. Our SEC filings are also available to the public on
the SEC's web site at  http://www.sec.gov.  You can also  inspect  our  reports,
proxy  statements  and other  information  at the  offices of the New York Stock
Exchange.

             The SEC allows us to  "incorporate by reference" the information we
file with it, which means that we can disclose  important  information to you by
referring  you to  those  documents.  The  information  that we  incorporate  by
reference is considered  to be part of this  prospectus,  and later  information
that we file  with the SEC  will  automatically  update  and/or  supersede  this
information.  We  incorporate  by reference the  documents  listed below and any
future filings made by us with the SEC under Sections 13(a),  13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"):

      1.  Our Annual Report on Form 10-K for the year ended September 30, 1999.

      2.  Our quarterly reports on Form 10-Q for the quarters ended December 31,
          1999, March 31, 2000 and June 30, 2000.

      3.  Our current reports on Form 8-K dated May 17, 2000 and July 31, 2000.

      4.  The Definitive Proxy Statement for the Annual Meeting of GDC on
          Schedule 14A, dated January 4, 2000.

             This  prospectus is part of  registration  statements we filed with
the SEC (Registration No. 333-89571 and 333- _____). You may request a free copy
of any of the above  filings  by  writing or  calling  Vice  President  Business
Development, General DataComm Industries, Inc., Park Road Extension, Middlebury,
CT 06762-1299 (telephone number (203) 758-1811).



                                       3

<PAGE>

You should rely only on the information incorporated by reference or provided in
this  prospectus or any  supplement to this  prospectus.  We have not authorized
anyone else to provide  you with  different  information.  You should not assume
that the  information in this prospectus or any supplement to this prospectus is
accurate as of any date other than the date on the cover page of this prospectus
or any supplement.

                            1998 STOCK OPTION PLAN
                            ----------------------

Purpose and Eligibility
-----------------------

         The 1998 Plan was originally adopted by our directors on April 22, 1998
as a "broad  based Stock Option Plan" as permitted by the policy of the New York
Stock Exchange for the purpose of enabling GDC and its  subsidiaries  to provide
an inducement to attract and keep able and  qualified key  employees,  including
officers and  directors who are employees  and  non-employee  directors,  by the
grant of  non-statutory  stock  options  up to a present  maximum  of  2,000,000
shares.  At all times a minimum of 20% of our  employees  must be  eligible  for
grants of options under the 1998 Plan, and less than 50% of the persons eligible
for options  shall be  officers.  The granting of options is  determined  by our
Chairman of the Board who administers  the 1998 Plan to all persons,  other than
employees  subject  to  Section  16 of  the  Securities  Exchange  Act  of  1934
("Exchange Act") who are generally executive officers and directors, and reports
to the Board of  Directors  the names of those  granted  options,  the number of
shares covered by each option and the applicable option prices. The Stock Option
Committee  of the Board of  Directors  reports  to the Board of  Directors  with
respect to the names of employees and non-employee  directors subject to Section
16 of the  Exchange  Act who are  granted  stock  options,  the number of shares
covered by each such option,  and the applicable option prices.  The Chairman of
the Board,  or the Stock Option  Committee,  as the case may be,  subject to the
provisions  of the 1998 Plan,  has sole  discretion  to determine the persons to
whom options shall be granted, the number of shares to be subject to each option
and the increments by which such granted options are exercisable. In making such
determination,  the Chairman of the Board or the Stock Option Committee,  as the
case may be,  considers in his or their opinion those  employees or non-employee
directors, as the case may be, who perform services of special importance to the
management,  operation and development of our business provided that no employee
whose basis salary before bonuses or incentive payments is less than $20,000 per
year is eligible to receive an option.  There is no  limitation  with respect to
the number of shares that are subject to grant of option to any one employee. It
is  presently  expected  that  approximately  900  employees  and all three
non-employee directors are eligible to receive options under the 1998 Plan.


                                       4


<PAGE>

Shares Available and Exercise of Options
----------------------------------------

         The 1998  Plan  provides  for  options  to  purchase  an  aggregate  of
2,000,000 shares of Common Stock of the  Corporation.  Such amount is subject to
appropriate  adjustment in the event of changes in our outstanding  common stock
by reason of stock dividends or splits in excess of 5% in any one year, mergers,
consolidations, exchanges or reorganizations.

         The stock options granted under the 1998 Plan are  non-statutory  stock
options.  The 1998 Plan provides  that each option  granted is  exercisable,  in
whole or in part, from time to time during the term thereof as may be determined
by the Chairman of the Board or the Stock Option Committee,  as the case may be,
and as stated in each option granted,  commencing one (1) year after the date of
grant of the option;  and that the options expire unless  exercised on or before
ten (10)  years  from the date of grant.  Such one (1) year  restriction  may be
waived by the Chairman of the Board or Stock Option  Committee,  as the case may
be, in their discretion as to any option or options.

         The option price of the  non-statutory  stock options shall be the fair
market value of our Common  Stock at the time of grant or such greater  price as
determined  by the Chairman of the Board or the Stock Option  Committee,  as the
case may be. The term of each non-statutory stock option may not exceed ten (10)
years from the date of grant.  If an optionee holds more than one  non-statutory
stock option, such options may be exercised by the optionee in any order.

         Options are  exercised  by the  payment of cash or the  delivery of our
common stock valued at the market price for such shares at the time of exercise.

         As of September 30, 2000, 2,568,706 options have been granted under the
1998 Plan to 479 employees  at an average  exercise  price of $3.98.  Of such
granted  options,  64,550 have been  exercised,  1,762,777  remain  outstanding,
741,379 have been  canceled and 172,673  options  remain  available for grant at
such date. Options may not be granted under the 1998 Plan after April 22, 2008.

Limitations in Participation
----------------------------

         Except for gifts to family members or a transfer pursuant to a domestic
relations order,  options are not transferable other than by will or by the laws
of descent and  distribution.  If an optionee  becomes  permanently  and totally
disabled or dies while employed by us, the option granted to the optionee may be
exercised  only within one (1) year  following  the date of such  permanent  and
total disability or death, by the optionee in the case of such  disability,  and
by the person or persons to whom the  Optionee's  rights  under the option shall
pass by the Optionee's will or the laws of descent and  distribution in the case
of death,  to the extent of the  following  schedule,  but in no event after the
expiration of the term of the option.

                                       5
<PAGE>

Time from Grant of Option
-------------------------
         From                    To (the end of)        Percentage Exercisable
         ----                    ---------------        ----------------------

        1 day                       12 months                      33%
        12 months                   24 months                      67%
        Over 24 months                                            100%

         If an  optionee  ceases  to  be  employed  by  us  or a  non-employee's
directorship terminates for any reason other than death or disability, he or she
may,  but  only  within  the  three  (3)  months  following  such  cessation  of
employment, exercise his or her option to the extent that he or she was entitled
to exercise it at the date of such cessation, unless the optionee was discharged
for cause. If an optionee is discharged for cause, or the optionee fails to give
reasonable  notice of termination of employment,  such option  terminates on the
date of such  discharge  and the optionee  forfeits any and all rights which may
have accrued prior thereto.  The above  restrictions apply to options which were
permitted gifts on transfers.

Modification
------------

         Our Board of Directors may at any time,  or from time to time,  without
stockholder approval, suspend, terminate or amend the 1998 Plan in such respects
as it shall deem advisable.


                         FEDERAL INCOME TAX CONSEQUENCES

Tax Aspects - Non-statutory Stock Options
-----------------------------------------

         Messrs.  Weisman Celler Spett & Modlin,  P.C., our legal counsel,  have
advised  us  that  under   existing   Treasury   regulations   with  respect  to
non-statutory  stock  options,  (i) an optionee will not realize  taxable income
upon the grant of an option;  (ii) the  difference  between the option price and
the fair  market  value of the  shares on the date of  exercise  is  taxable  as
ordinary  income to the  optionee at the time of exercise and is allowable to us
as an income tax  deduction;  (iii) the ordinary  income to the optionee will be
treated  as  compensation  to the  optionee  which  is  subject  to  income  tax
withholding  by us; (iv) the  optionee  will take a basis in the shares equal to
the sum of the option price plus the amount taxed to him or her as  compensation
income; and (v) any gain or loss on a subsequent sale of the shares,  which will
equal the difference  between the sales proceeds and the optionee's basis in the
shares,  will be capital gain or loss at the time of sale. If the optionee holds
the  shares  for more than one year,  such  gain or loss  will be  treated  as a
long-term  capital gain or loss, with any such long-term capital gain taxed at a
maximum rate of 20%.

                                       6

<PAGE>

Employee Retirement Income Security Act of 1974
-----------------------------------------------

         The 1998 Plan is not subject to any of the  provisions  of the Employee
Retirement  Income  Security  Act of 1974 or of Section 401 (a) of the  Internal
Revenue Code of 1986.


                          DESCRIPTION OF CAPITAL STOCK

             Our current  authorized  capital  consists of 50,000,000  shares of
common stock, par value $.10 per share,  10,000,000 shares of Class B Stock, par
value $.10 per share and 3,000,000  shares of Preferred  Stock,  par value $1.00
per share.

             The Board of  Directors  is  authorized  pursuant  to our  Restated
Certificate of Incorporation  ("Charter") to provide for the issue of the shares
of  Preferred  Stock in one or more  series  with  such  rights  as the Board of
Directors may determine.


Common Stock

             The holders of shares of our common  stock are entitled to one vote
per share on all matters  submitted to  stockholders.  They are also entitled to
vote  separately as a class as are the holders of shares of the Class B Stock on
all  matters  requiring  an  amendment  to our  Charter  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 our 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,  our common stock and the Class B Stock
rank equally as to dividends.

             We have never paid cash  dividends  on the common  stock or Class B
Stock  and cash  dividends,  except  as  provided  for in our loan and  security
agreement  allowing  payment of  dividends on our 9%  Preferred  Stock,  are not
permitted  by our 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 our liquidation, dissolution or winding up of our affairs, the
holders of our common stock and Class B stock, sharing ratably as one class, are
entitled to receive the entire net assets of the Company 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

                                       7
<PAGE>

preferred  liquidating  distribution  on their  shares,  if any, as fixed by our
Board of Directors. The common stock is not convertible into shares of any other
equity security of GDC.

             Our common stock is freely transferable.

Class B Stock

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

             Dividends  on our  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 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 our liquidation or insolvency, the holders of Class
B Stock and common stock share ratably in the assets  remaining after payment of
all debts and other claims of creditors,  subject to the rights of any preferred
stock which may be issued in the future.

             Holders of our Class B Stock may elect at any time to  convert  any
of or all such shares to shares of our 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  and  holders  of a  majority  of the
outstanding  shares of Class B Stock approve the conversion of the Class B Stock
into common stock,  then 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  the 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 of the holder thereof.

                                       8
<PAGE>

Special Voting Requirements

             Our Charter contains a provision requiring a two-thirds vote on any
merger or consolidation or any sale or other disposition of all or substantially
all of our assets.  It also  contains a "fair  price"  provision  requiring  all
stockholders  to 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  us.  That   provision   also  requires  that  business
combinations  involving us and certain "Acquiring Persons",  who are any persons
or  entities  which  directly  or  indirectly  own or control at least 5% of our
voting  stock,  be  approved by the holders of  four-fifths  of our  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:

    -    Has been  authorized  by our Board of Directors  prior to the time that
         the Acquiring  Person involved in such business  combination  became an
         Acquiring Person; or
    -    will result in the receipt by our 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  ("Delaware
Section  203") is  applicable  to corporate  takeovers  in Delaware.  Subject to
certain  exceptions  set forth  therein,  Delaware  Section 203 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:

    -    Prior to such date, the board of directors of the corporation  approved
         either the business  combination or the  transaction  which resulted in
         the stockholder becoming an interested stockholder;
    -    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
    -    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.

             An  interested  stockholder  is defined to include  any person who,
together with  affiliates  and  associates,  owns, or within the prior three (3)
years did own, 15% or more of the corporation's  voting stock.  Delaware Section
203 could  make it more  difficult  for an

                                       9
<PAGE>

"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. Our
Charter  and  By-laws do not  exclude  us from the  restrictions  imposed  under
Delaware Section 203.

Preferred Stock - General

             Preferred Stock,  including our 5% Preferred Stock and 9% Preferred
Stock,  may be issued in one or more  series  from time to time by action of our
Board  of  Directors.  The  shares  of any  series  of  Preferred  Stock  may be
convertible  into our 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 our  liquidation,  dissolution  or winding up of our affairs and
may have  preferential or other voting rights,  in each case, to the extent,  if
any,  determined  by our Board of Directors at the time it creates the series of
Preferred  Stock.  The 5% Preferred  Stock and 9%  Preferred  Stock are our only
classes of Preferred Stock outstanding.

5% Preferred Stock

             We have  outstanding  200,000 shares of 5% Preferred  Stock. The 5%
Preferred Stock has a liquidation preference of $25.00 per share and ranks as to
dividends and liquidation  prior to the common stock and on a parity with the 9%
Preferred Stock. The 5% Preferred Stock is fully paid and nonassessable. Holders
of 5% Preferred Stock do not have any preemptive  rights. The 5% Preferred Stock
is not subject to any sinking fund or other  obligation to redeem or retire such
stock except it will automatically  convert into common stock two (2) years from
issuance on July 31, 2002 unless  extended for failure of the underlying  shares
of common stock to be registered.

             Holders of shares of our 5%  Preferred  Stock will be  entitled  to
receive,  when,  if and as declared by our Board of  Directors  out of our funds
legally  available for payment,  dividends at the annual rate of 5% or $1.25 per
share.  Dividends are payable quarterly in arrears on January 31, April 30, July
31,  and  October  31 of each  year.  Dividends  on the 5%  Preferred  Stock are
cumulative  from the date of  original  issue and at the  option of the Board of
Directors  are  payable in common  stock or cash.  We have not  declared or paid
dividends for the quarterly period ended October 31, 2000.

             So  long  as our 5%  Preferred  Stock  is  outstanding,  we may not
declare or pay any dividend on common stock or other stock ranking  junior to or
on a parity with the 5%  Preferred  Stock or acquire  common  stock or any other
stock  ranking  junior to or on a parity with the 5% Preferred  Stock (except by
conversion  into or exchange  for any stock  ranking  junior to the 5% Preferred
Stock), unless the full cumulative dividends on the 5% Preferred Stock have been
paid,  or  contemporaneously  are declared and paid,  through the last

                                       10
<PAGE>

dividend payment date.  Should dividends not be paid in full on the 5% Preferred
Stock,  and any other  preferred  stock ranking on a parity as to dividends with
the 5% Preferred Stock, all dividends declared on the 5% Preferred Stock and any
other  preferred stock ranking on a parity as to dividends with the 5% Preferred
Stock will be declared pro rata,  so that the amount of  dividends  declared per
share on the 5% Preferred Stock and such other preferred stock will bear to each
other the same ratio that  accumulated  dividends  per share on the shares of 5%
Preferred  Stock and such other preferred stock bear to each other. No interest,
or sum of money in lieu of interest, shall be payable in respect of any dividend
payment or payments on the 5%  Preferred  Stock which may be in arrears.  The 5%
Preferred Stock and our 9% Preferred Stock are on a parity.

             We are not currently  permitted by our principal  loan agreement to
pay  cash  dividends  on the 5%  Preferred  Stock,  so it is  intended  all such
dividends  will be payable in shares of common stock  registered  under  another
prospectus.

             The holders of our 5%  Preferred  Stock are entitled at any time to
convert the shares of the 5% Preferred Stock into common stock at the conversion
price of $5.00 per share, subject to adjustment, or presently 5 shares of common
stock for each share of 5% Preferred Stock,  except that, with respect to shares
of the 5%  Preferred  Stock  called  for  automatic  conversion  or  redemption,
conversion  rights will expire at the close of business on the redemption  date,
unless  with  respect to  redemption,  we  default in payment of the  redemption
price.

             The  conversion  price is subject to  potential  adjustment  on six
reset dates commencing  January 31, 2001 and each three (3) months thereafter if
the trading price of our common stock is less than the conversion  price then in
effect based on the average  closing  price for ten (10) trading days  preceding
the reset date.  There was a potential  earlier reset date following  release of
our  September  30, 2000  quarter  results if our net worth fell below a formula
which did not occur  because such net worth  exceeded  the  formula.  Subject to
consent under our  revolving  credit and term loan facility we have the right to
redeem some or all of the 5% Preferred Stock at 105% of the redemption  price of
$25.00 per share plus  accumulated  and unpaid  dividends  in order to avoid the
reset by written  notice  given at least 15 days prior to the reset date.  If we
fail to redeem the  shares on any reset  date for which we have given  notice of
redemption, we will lose the right to repurchase the shares for any future reset
date if there is an adjustment.  We have given notice that we will redeem all of
the outstanding 5% Preferred Stock to avoid any such reset, if applicable.

             In  the  event  of  our  voluntary  or   involuntary   liquidation,
dissolution or winding-up,  the holders of shares of the 5% Preferred Stock will
be  entitled  to  receive,  out of the  assets  available  for  distribution  to
stockholders,  before any  distribution  or payment is made to holders of common
stock or any other stock  ranking  junior upon  liquidation  to the 5%

                                       11

<PAGE>

Preferred  Stock,  liquidating  distributions  in the amount of $25.00 per share
plus all accumulated and unpaid dividends to the date of liquidation.

             Subject  to  consent  under  our  revolving  credit  and term  loan
facility, we have the right to redeem the 5% Preferred Stock at $25.00 per share
plus any accumulated and unpaid  dividends,  on no less than 30 days and no more
than 60 days  notice  if we sell  assets or one or more  business  units for net
proceeds of $50 million or more or sell  securities  in an  underwritten  public
offering in excess of $50 million and a registration  statement is in effect for
the shares of common stock into which the 5% Preferred Stock is convertible.

             We also have the right by no less than 30 days nor more than  sixty
(60) days  written  notice to cause the 5% Preferred  Stock to be  automatically
convertible  into common  stock if the closing  price (as defined) of the common
stock has equaled or exceeded 125% of the conversion price then in effect for at
least 20 trading  days within 30  consecutive  trading  days ending  within five
trading days before notice of conversion is mailed, and a registration statement
is in effect for the shares of common stock to be issued.

             Unless full cumulative  dividends on all outstanding  shares of our
5% Preferred Stock and any other preferred stock ranking on a parity with the 5%
Preferred  Stock have been or  contemporaneously  are  declared and paid for all
past dividend periods, the 5% Preferred Stock may not be redeemed and we may not
purchase or otherwise acquire any shares of the 5% Preferred Stock.

             If we are to be merged into another corporation, the holders of the
5%  Preferred  Stock will have the option by written  notice  given with fifteen
(15) days after receipt of notice of the stockholders  meeting called to approve
the merger to either  convert their 5% Preferred  Stock into our common stock at
the then conversion price or require the surviving  corporation to redeem our 5%
Preferred  Stock  at 125%  of its  liquidation  value.  If  such  option  is not
exercised,  the 5% Preferred  Stock will  automatically  convert into our common
stock at the end of the fifteen (15) day period.

             Except as required by the Delaware General Corporation Law, the
holders of 5% Preferred Stock will not be entitled to vote.

             The approval of the holders of at least a majority of the shares of
the 5%  Preferred  Stock then  outstanding  will be required to amend,  alter or
repeal any of the provisions of the Charter or the Certificate of Designation or
to authorize any  reclassification  of the 5% Preferred Stock, in either case so
as to affect adversely the  preferences,  special rights or privileges or voting
power of the 5%  Preferred  Stock,  either  directly  or  indirectly.  A similar
majority  vote of the  holders  of the  shares of the 5%  Preferred  Stock  then
outstanding is required:

                                       12
<PAGE>


    -    to authorize or create any class of stock senior to the 5% Preferred
         Stock as to dividends or distributions upon liquidation or;
    -    to create,  issue or increase  the  authorized  number of shares of any
         series  of our  authorized  preferred  stock  ranking  senior to the 5%
         Preferred Stock as to dividends or distributions upon liquidation; or
   -     to authorize additional shares of 5% Preferred Stock.

9% Preferred Stock

             We have  outstanding  787,900 shares of 9% Preferred  Stock. The 9%
Preferred Stock has a liquidation preference of $25.00 per share and ranks as to
dividends and liquidation  prior to the common stock and on a parity with the 5%
Preferred Stock. The 9% Preferred Stock is fully paid and nonassessable. Holders
of 9% Preferred Stock do not have any preemptive  rights. The 9% Preferred Stock
is not subject to any sinking fund or other  obligation to redeem or retire such
stock.  Unless  converted,  redeemed or exchanged,  the 9% Preferred  Stock will
remain outstanding indefinitely.

             Holders of shares of our 9%  Preferred  Stock will be  entitled  to
receive,  when,  if and as declared by our Board of  Directors  out of our funds
legally available for payment,  cash dividends at the annual rate of 9% or $2.25
per share.  Dividends  are  payable  quarterly  in arrears on March 31, June 30,
September 30, and December 31 of each year.  Dividends on the 9% Preferred Stock
are  cumulative  from the date of original  issue.  We have not declared or paid
dividends for the quarterly period ended September 30, 2000.

             So  long  as our 9%  Preferred  Stock  is  outstanding,  we may not
declare or pay any dividend on common stock or other stock ranking  junior to or
on a parity with the 9%  Preferred  Stock or acquire  common  stock or any other
stock  ranking  junior to or on a parity with the 9% Preferred  Stock (except by
conversion  into or exchange  for our stock  ranking  junior to the 9% Preferred
Stock), unless the full cumulative dividends on the 9% Preferred Stock have been
paid,  or  contemporaneously  are declared and paid,  through the last  dividend
payment date.  Should  dividends not be paid in full on the 9% Preferred  Stock,
and any other  preferred  stock ranking on a parity as to dividends  with the 9%
Preferred Stock, all dividends  declared on the 9% Preferred Stock and any other
preferred  stock ranking on a parity as to dividends with the 9% Preferred Stock
will be declared pro rata, so that the amount of dividends declared per share on
the 9% Preferred  Stock and such other  preferred  stock will bear to each other
the  same  ratio  that  accumulated  dividends  per  share on the  shares  of 9%
Preferred  Stock and such other preferred stock bear to each other. No interest,
or sum of money in lieu of interest, shall be payable in respect of any dividend
payment or payments on the 9% Preferred Stock which may be in arrears.

                                       13
<PAGE>

             We are permitted to pay cash  dividends on the 9% Preferred  Stock,
so long as we are not in  default  under  our  revolving  credit  and term  loan
facility and our borrowing availability exceeds $1,000,000 after payment of such
dividend.

             The holders of our 9%  Preferred  Stock are entitled at any time to
convert the shares of the 9% Preferred Stock into common stock at the conversion
price of $13.65 per share subject to  adjustment,  except that,  with respect to
shares of the 9% Preferred  Stock called for redemption or exchange,  conversion
rights will expire at the close of business on the  redemption or exchange date,
unless we default in:

    -   the payment of the redemption price;
    -   the issuance of 9% Debentures in exchange for the 9% Preferred Stock; or
    -   the payment of the final dividend on the exchange date.

             The 9% Preferred Stock is  exchangeable in whole,  but not in part,
at our sole option for 9% Convertible  Subordinated Debentures due 2006 (the "9%
Debentures") on any Dividend  Payment Date at a rate of $25.00  principal amount
of the 9%  Debentures  for each  share  of the 9%  Preferred  Stock.  We may not
exchange any shares of the 9% Preferred Stock unless full  cumulative  dividends
have been paid or set aside for  payment  on the 9%  Preferred  Stock and on any
preferred stock ranking as to dividends on a parity with the 9% Preferred Stock.

             On and  after the date of  exchange  of 9%  Preferred  Stock for 9%
Debentures,  the 9% Preferred Stock will cease to accumulate dividends,  will no
longer be deemed to be outstanding  and will represent only the right to receive
the 9%  Debentures  and accrued and unpaid  dividends,  if any, to the  Exchange
Date.

             In  the  event  of  our  voluntary  or   involuntary   liquidation,
dissolution or winding-up,  the holders of shares of the 9% Preferred Stock will
be  entitled  to  receive,  out of the  assets  available  for  distribution  to
stockholders,  before any  distribution  or payment is made to holders of common
stock or any other stock  ranking  junior upon  liquidation  to the 9% Preferred
Stock,  liquidating  distributions  in the  amount of $25.00  per share plus all
accumulated and unpaid dividends to the date of liquidation.

             The 9% Preferred  Stock is  redeemable  in whole or in part, at our
sole option,  at the redemption price of $25.00 per share,  plus accumulated and
unpaid dividends to the date fixed for redemption.

             Unless full cumulative  dividends on all  outstanding  shares of 9%
Preferred  Stock and any other  preferred  stock ranking on a parity with the 9%
Preferred  Stock have been or  contemporaneously  are  declared and paid for all
past dividend periods, the 9% Preferred

                                       14
<PAGE>

Stock may not be  redeemed  and we may not  purchase  or  otherwise  acquire any
shares of the 9% Preferred Stock.

             Except as indicated  below or as required by the  Delaware  General
Corporation Law, the holders of 9% Preferred Stock will not be entitled to vote.

             If at any time dividends  payable on our 9% Preferred  Stock are in
arrears and unpaid in an amount  equal to or  exceeding  the amount of dividends
payable  thereon  for six  quarterly  dividend  periods,  the  holders of our 9%
Preferred  Stock,  voting  separately  as a class with the  holders of any other
series of our preferred  stock  granted  voting  rights,  will have the right to
elect two (2) directors.  These  directors would be in addition to the number of
directors  constituting our Board of Directors  immediately prior to the accrual
of that right.  So long as our Board of Directors is divided into  classes,  our
directors  so elected by the  holders  of shares of the 9%  Preferred  Stock and
other such  preferred  stock  series  would be elected to the  classes  with the
longest  remaining terms.  Such voting rights will continue for the 9% Preferred
Stock until all dividends  accumulated  and payable on that stock have been paid
in full,  at which time such voting  rights of the  holders of the 9%  Preferred
Stock  will  terminate.  Such  voting  rights  would  revest  in the  event of a
subsequent similar arrearage. Upon any termination of such voting right the term
of office of all the  directors  so elected  by  preferred  stockholders  voting
separately  as a class  will  terminate.  We have  not  paid  dividends  for the
quarterly period ended September 30, 2000.

             The approval of the holders of at least a majority of the shares of
the 9%  Preferred  Stock then  outstanding  will be required to amend,  alter or
repeal any of the provisions of the Charter or the Certificate of Designation or
to authorize any  reclassification  of the 9% Preferred Stock, in either case so
as to affect adversely the  preferences,  special rights or privileges or voting
power of the 9%  Preferred  Stock,  either  directly  or  indirectly.  A similar
majority  vote of the  holders  of the  shares of the 9%  Preferred  Stock  then
outstanding  is required (a) to authorize or create any class of stock senior to
the 9% Preferred Stock as to dividends or distributions  upon liquidation or (b)
to create,  issue or increase the  authorized  number of shares of any series of
our authorized  preferred  stock ranking senior to the 9% Preferred  Stock as to
dividends or distributions upon liquidation.

             The 9%  Preferred  Stock has special  rights that become  effective
upon the  occurrence  of certain  types of  significant  transactions  affecting
corporate  control or our ownership which are deemed a "Change in Control".  The
holders of the 9% Preferred Stock shall have the right effective for thirty days
following the mailing date of a notice disclosing a Change in Control to require
us to  repurchase  all or any part of their shares of 9% Preferred  Stock on the
date  that is no later  than 45 days  after  the date of such  repurchase  right
notice, at a repurchase price equal to $25.00 per share, plus accrued and unpaid
dividends to the repurchase date with respect to such shares. We may satisfy our

                                       15
<PAGE>

repurchase obligations through the issuance of shares of our common stock valued
at the Market Price of the common stock.

             A "Change in Control"  means the occurrence of any of the following
events:

    -    any person (including any entity or group deemed to be a "person" under
         Section  13(d)(3) or Section  14(d)(2) of the Exchange Act) becomes the
         direct or indirect  beneficial  owner (as determined in accordance with
         Rule  13d-3  under the  Exchange  Act) of shares of our  capital  stock
         representing  greater  than 50% of the total voting power of all shares
         of our  capital  stock  entitled to vote in the  election of  Directors
         under  ordinary  circumstances  or to elect a majority  of our Board of
         Directors;

    -    we sell, transfer or otherwise dispose of all or substantially all of
         our assets;

    -    when,  during any  period of 12  consecutive  months  after the date of
         original  issuance  of  the  Preferred  Stock,  individuals  who at the
         beginning  of  any  such  12-month  period  constituted  our  Board  of
         Directors (together with any new directors whose election by such Board
         or whose  nomination for election by our stockholders was approved by a
         vote of a majority  of the  directors  still in office who were  either
         directors  at the  beginning  of  such  period  or  whose  election  or
         nomination  for election was  previously  so  approved),  cease for any
         reason to  constitute  a  majority  of our Board of  Directors  then in
         office  (excluding  from such  calculation any election of directors by
         holders of the 9% Preferred Stock); or

    -    the  date of the  consummation  of our  merger  or  consolidation  with
         another  corporation  where our stockholders  immediately  prior to the
         merger or  consolidation,  would not beneficially own immediately after
         the merger or  consolidation, shares entitling such stockholders to 50%
         or more of all votes (without  consideration of the rights of any class
         of stock to elect  directors  by a  separate  class  vote) to which all
         stockholders  of the  corporation  issuing  cash or  securities  in the
         merger or consolidation  would be entitled in the election of directors
         rectors,  or where members of our Board of Directors  immediately prior
         to the merger or consolidation,  would not immediately after the merger
         or  consolidation,  constitute  a majority of the board of directors of
         the   corporation   issuing  cash  or   securities  in  the  merger  or
         consolidation.

             As used herein,  "Market Price" of a share of the common stock will
be the  average of the  Closing  Prices of the common  stock for the ten trading
days ending on the last trading day preceding the date of the Change in Control.


                                       16

<PAGE>

Registrar and Transfer Agent

     Chase Mellon  Shareholder  Services,  L.L.C., is our Registrar and Transfer
Agent for the 9% Preferred  Stock as well as our common stock and Class B Stock.
We act as Registrar and Transfer Agent for the 5% Preferred Stock.

                                  LEGAL MATTERS

     The  validity of the shares of Common Stock  offered  hereby will be passed
upon for us by Weisman Celler Spett & Modlin,  P.C., New York, New York.  Howard
S. Modlin,  a member of Weisman  Celler  Spett & Modlin,  P.C. is a Director and
Secretary of GDC.
                             INDEPENDENT ACCOUNTANTS

             Our consolidated  financial statements as of September 30, l999 and
l998 and for each of the periods in the three year period  ended  September  30,
l999  incorporated  by  reference  in  this  prospectus  have  been  audited  by
PricewaterhouseCoopers  L.L.P.,  independent  accountants,  as  stated  in their
report appearing therein.


                                 INDEMNIFICATION
                                 ---------------

         Our Charter  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.  We
maintain an insurance policy covering our 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 our directors, officers and controlling persons pursuant
to the  foregoing  provisions,  or  otherwise,  we have 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.

                                       17
<PAGE>


                                    FORM S-8

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.         Incorporation of Documents by Reference

                See Prospectus,  "Where You Can Find More  Information,"  page 3
                and "Description of Capital Stock," page 7.

Item 4.         Description of Securities

                Not applicable.

Item 5.         Interest of Named Experts and Counsel

                The consolidated  financial  statements as of September 30, 1999
and 1998 and for each of the periods in the three years ended September 30, 1999
incorporated by reference in this Registration  Statement,  have been audited by
PricewaterhouseCoopers  LLP, independent accountants,  as stated in their report
therein.

Item 6.         Indemnification of Directors and Officers

             Reference  is made to Article  Tenth of the  registrant's  Restated
Certificate of Incorporation filed as Exhibit 3.l to the Registrant's  Quarterly
Report on Form l0-Q for the quarter ended June 30, l999,  which is  incorporated
by  reference  for  information  concerning  indemnification  of  directors  and
officers.  Section l45 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.



Item 8.         List of Exhibits

                10.1  1998 Stock Option Plan

                                      II-1

<PAGE>

                10.2  Non-Statutory Stock Option Agreement form - employee
                (Incorporated by reference from Exhibit 10.2 to Form S-8,
                Registration Statement No. 333-89571.)

                10.3  Non-Statutory Stock Option Agreement form -
                non-employee directors (Incorporated by reference from
                Exhibit 10.3 to Form S-8, Registration Statement No. 333-89571.)

        23.     Consents

                PricewaterhouseCoopers LLP

Item 9.  Undertakings

             (a)     The undersigned registrant hereby undertakes:

                     (l) 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  l0(a)(3) of the  Securities Act of
l933 (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 l3 or Section l5(d)
of the Securities Exchange Act of l934 ("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.

              (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 l3 or l5(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section l5(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.

                                      II-2
<PAGE>

              (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 for 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  will be  governed  by the  final
adjudication of such issue.



                                      II-3

<PAGE>

                                   SIGNATURES

             Pursuant to the  requirements  of the  Securities  Act of l933, 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 Town of Middlebury, State of Connecticut, on the 20th day of
December, 2000.

                                 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 l933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

SIGNATURE                            TITLE                    DATE
---------                            -----                    ----

/s/ CHARLES P. JOHNSON        Chairman of the Board           December 20, 2000
Charles P. Johnson            and Chief Executive Officer

/s/ WILLIAM G. HENRY          Vice President, Finance         December 20, 2000
William G. Henry              And Chief Financial Officer

/s/ HOWARD S. MODLIN          Director                        December 20, 2000
Howard S. Modlin

/s/ FREDERICK R. CRONIN       Director                        December 20, 2000
Frederick R. Cronin

/s/ LEE M. PASCHALL
Lee M. Paschall               Director                        December 20, 2000

/s/ JOHN L. SEGALL
John L. Segall                Director                        December 20, 2000



                                      II-4
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{"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": "333-52302", "film-number": "792587"}, "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 December 20, 2000.
   ----------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF l933

                        GENERAL DATACOMM INDUSTRIES, INC.
             (Exact name of registrant 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-l299
                                 (203) 758-1811
  (Address, including zip code,  and  telephone  number,  including  area
                   code, of Registrant's principal executive offices)

                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

           HOWARD S. MODLIN, ESQ., Weisman Celler Spett & Modlin, P.C.
                    445 Park Avenue, New York, New York l0022
                                 (2l2) 37l-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 Unit(1)   Price        Fee
-------------------        ----------   -----------   ---------    ------------

Common Stock, par          500,000      $1.25         $625,000     $173.75
value, $.l0 per share
--------------

(1)   Estimated  pursuant to Rule 457(c)  solely for the purpose of  calculating
      the  registration  fee  based  upon the  closing  price of  shares  of the
      Registrant's  common stock, par value $.l0 per share on December 13, 2000
      on the New York Stock Exchange.

Rule 429:  The prospectus contained herein is a combined prospectus with
Registration No. 333-89571.
GENERAL DATACOMM INDUSTRIES, INC.

                             1998 STOCK OPTION PLAN

         Cross Reference Sheet Between Items of Form S-8 and Prospectus

Item Required by Form S-8                    Caption in Prospectus
-------------------------                    ---------------------
1.   Plan Information                        Cover Page;
                                             1998 Stock Option Plan;
                                             Federal Income Tax Consequences

2.   Registrant Information                  Available Information
     and Employee Plan Annual
     Information

                                       ii
PROSPECTUS

                        GENERAL DATACOMM INDUSTRIES, INC.
                               Park Road Extension
                       Middlebury, Connecticut 06762-1299
                                  203-758-1811

                             1998 STOCK OPTION PLAN

                2,000,000 Shares of Common Stock, $.10 par value

         This prospectus relates to the offering by General DataComm Industries,
Inc.  ("GDC") of the shares of Common Stock covered  hereby to our employees and
directors  and  employees  of our  subsidiaries  as may be  granted  options  to
purchase  shares  pursuant to our 1998 Stock  Option Plan which is  described in
this prospectus.

         Certain of the  optionees  may,  from time to time,  sell or  otherwise
dispose of some or all of the shares of Common  Stock  which may be  acquired by
them.  Certain of the resales or other dispositions may be made pursuant to this
Prospectus,  but  others  may  be  made  by  employees  who  are  deemed  to  be
"affiliates"  of the  Corporation  within the meaning of the  Securities  Act of
1993, as amended  ("Securities  Act"),  and such persons may effect such resales
only  pursuant  to a  separate  prospectus  or  an  appropriate  exemption  from
registration.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                       ----------------------------------

               The date of this prospectus is December 20, 2000

This  document  constitutes  a  prospectus  covering  securities  that have been
registered under the Securities Act of 1933, as amended.
No person has been  authorized by us to give any  information or to
make any  representation not contained in this Prospectus in connection with the
offering  covered by this Prospectus and, if given or made, such  information or
representation  must not be relied upon as having been authorized by us. 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 our
affairs since the date hereof.

                                TABLE OF CONTENTS

                                                              PAGE
                                                              ----

REGISTRATION STATEMENT                                          2
WHERE YOU CAN FIND MORE INFORMATION                             3
1998 STOCK OPTION PLAN                                          4
FEDERAL INCOME TAX CONSEQUENCES                                 6
DESCRIPTION OF CAPITAL STOCK                                    7
LEGAL MATTERS                                                  17
INDEPENDENT ACCOUNTANTS                                        17
INDEMNIFICATION                                                17

                             REGISTRATION STATEMENT

         We have filed with the Securities and Exchange Commission,  Washington,
D.C. Registration  Statements  (hereinafter,  as amended to date, referred to as
the  "Registration  Statements")  on Form  S-8  (File  Nos.  333-89571  and 333-
_________)  under the  Securities  Act in  respect  of  2,000,000  shares of the
Corporation's Common Stock, $.10 par value, subject to adjustment,  which may be
purchased  from  time  to time  pursuant  to  stock  options  issued  to our key
employees,  including  our  officers and  directors  who are  employees  and non
employee directors and employees of our subsidiaries under our 1998 Stock Option
Plan (the "1998  Plan").  For further  information  with  respect to GDC 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  about  the  1998  Plan  in this  Prospectus  are
summaries of certain  provisions of the 1998 Plan, a copy of which is an exhibit
to this Registration Statement.  Reference is made to the 1998 Plan for complete
statements of such provisions, and such summaries are qualified in this entirety
by such reference.

         Any  optionee who may be deemed an affiliate of GDC, 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.

                                       2
WHERE YOU CAN FIND MORE INFORMATION

             Federal securities law requires us to file information with the SEC
concerning our business and  operations.  We file annual,  quarterly and special
reports,  proxy statements and other  information with the SEC. You can read and
copy these documents at the public reference  facility  maintained by the SEC at
Judiciary Plaza, 450 Fifth Street, NW, Room 1024, Washington,  DC 20549. You can
also copy and inspect such reports,  proxy  statements and other  information at
the regional offices of the SEC located at Seven World Trade Center, 13th Floor,
New York,  New York 10048 and 500 West  Madison  Street,  Suite  1400,  Chicago,
Illinois 60661.

             Please call the SEC at  1-800-SEC-0330  for further  information on
the public  reference rooms. Our SEC filings are also available to the public on
the SEC's web site at  http://www.sec.gov.  You can also  inspect  our  reports,
proxy  statements  and other  information  at the  offices of the New York Stock
Exchange.

             The SEC allows us to  "incorporate by reference" the information we
file with it, which means that we can disclose  important  information to you by
referring  you to  those  documents.  The  information  that we  incorporate  by
reference is considered  to be part of this  prospectus,  and later  information
that we file  with the SEC  will  automatically  update  and/or  supersede  this
information.  We  incorporate  by reference the  documents  listed below and any
future filings made by us with the SEC under Sections 13(a),  13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"):

      1.  Our Annual Report on Form 10-K for the year ended September 30, 1999.

      2.  Our quarterly reports on Form 10-Q for the quarters ended December 31,
          1999, March 31, 2000 and June 30, 2000.

      3.  Our current reports on Form 8-K dated May 17, 2000 and July 31, 2000.

      4.  The Definitive Proxy Statement for the Annual Meeting of GDC on
          Schedule 14A, dated January 4, 2000.

             This  prospectus is part of  registration  statements we filed with
the SEC (Registration No. 333-89571 and 333- _____). You may request a free copy
of any of the above  filings  by  writing or  calling  Vice  President  Business
Development, General DataComm Industries, Inc., Park Road Extension, Middlebury,
CT 06762-1299 (telephone number (203) 758-1811).

                                       3
You should rely only on the information incorporated by reference or provided in
this  prospectus or any  supplement to this  prospectus.  We have not authorized
anyone else to provide  you with  different  information.  You should not assume
that the  information in this prospectus or any supplement to this prospectus is
accurate as of any date other than the date on the cover page of this prospectus
or any supplement.

                            1998 STOCK OPTION PLAN
                            ----------------------

Purpose and Eligibility
-----------------------

         The 1998 Plan was originally adopted by our directors on April 22, 1998
as a "broad  based Stock Option Plan" as permitted by the policy of the New York
Stock Exchange for the purpose of enabling GDC and its  subsidiaries  to provide
an inducement to attract and keep able and  qualified key  employees,  including
officers and  directors who are employees  and  non-employee  directors,  by the
grant of  non-statutory  stock  options  up to a present  maximum  of  2,000,000
shares.  At all times a minimum of 20% of our  employees  must be  eligible  for
grants of options under the 1998 Plan, and less than 50% of the persons eligible
for options  shall be  officers.  The granting of options is  determined  by our
Chairman of the Board who administers  the 1998 Plan to all persons,  other than
employees  subject  to  Section  16 of  the  Securities  Exchange  Act  of  1934
("Exchange Act") who are generally executive officers and directors, and reports
to the Board of  Directors  the names of those  granted  options,  the number of
shares covered by each option and the applicable option prices. The Stock Option
Committee  of the Board of  Directors  reports  to the Board of  Directors  with
respect to the names of employees and non-employee  directors subject to Section
16 of the  Exchange  Act who are  granted  stock  options,  the number of shares
covered by each such option,  and the applicable option prices.  The Chairman of
the Board,  or the Stock Option  Committee,  as the case may be,  subject to the
provisions  of the 1998 Plan,  has sole  discretion  to determine the persons to
whom options shall be granted, the number of shares to be subject to each option
and the increments by which such granted options are exercisable. In making such
determination,  the Chairman of the Board or the Stock Option Committee,  as the
case may be,  considers in his or their opinion those  employees or non-employee
directors, as the case may be, who perform services of special importance to the
management,  operation and development of our business provided that no employee
whose basis salary before bonuses or incentive payments is less than $20,000 per
year is eligible to receive an option.  There is no  limitation  with respect to
the number of shares that are subject to grant of option to any one employee. It
is  presently  expected  that  approximately  900  employees  and all three
non-employee directors are eligible to receive options under the 1998 Plan.

                                       4
Shares Available and Exercise of Options
----------------------------------------

         The 1998  Plan  provides  for  options  to  purchase  an  aggregate  of
2,000,000 shares of Common Stock of the  Corporation.  Such amount is subject to
appropriate  adjustment in the event of changes in our outstanding  common stock
by reason of stock dividends or splits in excess of 5% in any one year, mergers,
consolidations, exchanges or reorganizations.

         The stock options granted under the 1998 Plan are  non-statutory  stock
options.  The 1998 Plan provides  that each option  granted is  exercisable,  in
whole or in part, from time to time during the term thereof as may be determined
by the Chairman of the Board or the Stock Option Committee,  as the case may be,
and as stated in each option granted,  commencing one (1) year after the date of
grant of the option;  and that the options expire unless  exercised on or before
ten (10)  years  from the date of grant.  Such one (1) year  restriction  may be
waived by the Chairman of the Board or Stock Option  Committee,  as the case may
be, in their discretion as to any option or options.

         The option price of the  non-statutory  stock options shall be the fair
market value of our Common  Stock at the time of grant or such greater  price as
determined  by the Chairman of the Board or the Stock Option  Committee,  as the
case may be. The term of each non-statutory stock option may not exceed ten (10)
years from the date of grant.  If an optionee holds more than one  non-statutory
stock option, such options may be exercised by the optionee in any order.

         Options are  exercised  by the  payment of cash or the  delivery of our
common stock valued at the market price for such shares at the time of exercise.

         As of September 30, 2000, 2,568,706 options have been granted under the
1998 Plan to 479 employees  at an average  exercise  price of $3.98.  Of such
granted  options,  64,550 have been  exercised,  1,762,777  remain  outstanding,
741,379 have been  canceled and 172,673  options  remain  available for grant at
such date. Options may not be granted under the 1998 Plan after April 22, 2008.

Limitations in Participation
----------------------------

         Except for gifts to family members or a transfer pursuant to a domestic
relations order,  options are not transferable other than by will or by the laws
of descent and  distribution.  If an optionee  becomes  permanently  and totally
disabled or dies while employed by us, the option granted to the optionee may be
exercised  only within one (1) year  following  the date of such  permanent  and
total disability or death, by the optionee in the case of such  disability,  and
by the person or persons to whom the  Optionee's  rights  under the option shall
pass by the Optionee's will or the laws of descent and  distribution in the case
of death,  to the extent of the  following  schedule,  but in no event after the
expiration of the term of the option.

                                       5
Time from Grant of Option
-------------------------
         From                    To (the end of)        Percentage Exercisable
         ----                    ---------------        ----------------------

        1 day                       12 months                      33%
        12 months                   24 months                      67%
        Over 24 months                                            100%

         If an  optionee  ceases  to  be  employed  by  us  or a  non-employee's
directorship terminates for any reason other than death or disability, he or she
may,  but  only  within  the  three  (3)  months  following  such  cessation  of
employment, exercise his or her option to the extent that he or she was entitled
to exercise it at the date of such cessation, unless the optionee was discharged
for cause. If an optionee is discharged for cause, or the optionee fails to give
reasonable  notice of termination of employment,  such option  terminates on the
date of such  discharge  and the optionee  forfeits any and all rights which may
have accrued prior thereto.  The above  restrictions apply to options which were
permitted gifts on transfers.

Modification
------------

         Our Board of Directors may at any time,  or from time to time,  without
stockholder approval, suspend, terminate or amend the 1998 Plan in such respects
as it shall deem advisable.

                         FEDERAL INCOME TAX CONSEQUENCES

Tax Aspects - Non-statutory Stock Options
-----------------------------------------

         Messrs.  Weisman Celler Spett & Modlin,  P.C., our legal counsel,  have
advised  us  that  under   existing   Treasury   regulations   with  respect  to
non-statutory  stock  options,  (i) an optionee will not realize  taxable income
upon the grant of an option;  (ii) the  difference  between the option price and
the fair  market  value of the  shares on the date of  exercise  is  taxable  as
ordinary  income to the  optionee at the time of exercise and is allowable to us
as an income tax  deduction;  (iii) the ordinary  income to the optionee will be
treated  as  compensation  to the  optionee  which  is  subject  to  income  tax
withholding  by us; (iv) the  optionee  will take a basis in the shares equal to
the sum of the option price plus the amount taxed to him or her as  compensation
income; and (v) any gain or loss on a subsequent sale of the shares,  which will
equal the difference  between the sales proceeds and the optionee's basis in the
shares,  will be capital gain or loss at the time of sale. If the optionee holds
the  shares  for more than one year,  such  gain or loss  will be  treated  as a
long-term  capital gain or loss, with any such long-term capital gain taxed at a
maximum rate of 20%.

                                       6
Employee Retirement Income Security Act of 1974
-----------------------------------------------

         The 1998 Plan is not subject to any of the  provisions  of the Employee
Retirement  Income  Security  Act of 1974 or of Section 401 (a) of the  Internal
Revenue Code of 1986.

                          DESCRIPTION OF CAPITAL STOCK

             Our current  authorized  capital  consists of 50,000,000  shares of
common stock, par value $.10 per share,  10,000,000 shares of Class B Stock, par
value $.10 per share and 3,000,000  shares of Preferred  Stock,  par value $1.00
per share.

             The Board of  Directors  is  authorized  pursuant  to our  Restated
Certificate of Incorporation  ("Charter") to provide for the issue of the shares
of  Preferred  Stock in one or more  series  with  such  rights  as the Board of
Directors may determine.

Common Stock

             The holders of shares of our common  stock are entitled to one vote
per share on all matters  submitted to  stockholders.  They are also entitled to
vote  separately as a class as are the holders of shares of the Class B Stock on
all  matters  requiring  an  amendment  to our  Charter  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 our 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,  our common stock and the Class B Stock
rank equally as to dividends.

             We have never paid cash  dividends  on the common  stock or Class B
Stock  and cash  dividends,  except  as  provided  for in our loan and  security
agreement  allowing  payment of  dividends on our 9%  Preferred  Stock,  are not
permitted  by our 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 our liquidation, dissolution or winding up of our affairs, the
holders of our common stock and Class B stock, sharing ratably as one class, are
entitled to receive the entire net assets of the Company 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

                                       7
preferred  liquidating  distribution  on their  shares,  if any, as fixed by our
Board of Directors. The common stock is not convertible into shares of any other
equity security of GDC.

             Our common stock is freely transferable.

Class B Stock

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

             Dividends  on our  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 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 our liquidation or insolvency, the holders of Class
B Stock and common stock share ratably in the assets  remaining after payment of
all debts and other claims of creditors,  subject to the rights of any preferred
stock which may be issued in the future.

             Holders of our Class B Stock may elect at any time to  convert  any
of or all such shares to shares of our 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  and  holders  of a  majority  of the
outstanding  shares of Class B Stock approve the conversion of the Class B Stock
into common stock,  then 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  the 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 of the holder thereof.

                                       8
Special Voting Requirements

             Our Charter contains a provision requiring a two-thirds vote on any
merger or consolidation or any sale or other disposition of all or substantially
all of our assets.  It also  contains a "fair  price"  provision  requiring  all
stockholders  to 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  us.  That   provision   also  requires  that  business
combinations  involving us and certain "Acquiring Persons",  who are any persons
or  entities  which  directly  or  indirectly  own or control at least 5% of our
voting  stock,  be  approved by the holders of  four-fifths  of our  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:

    -    Has been  authorized  by our Board of Directors  prior to the time that
         the Acquiring  Person involved in such business  combination  became an
         Acquiring Person; or
    -    will result in the receipt by our 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  ("Delaware
Section  203") is  applicable  to corporate  takeovers  in Delaware.  Subject to
certain  exceptions  set forth  therein,  Delaware  Section 203 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:

    -    Prior to such date, the board of directors of the corporation  approved
         either the business  combination or the  transaction  which resulted in
         the stockholder becoming an interested stockholder;
    -    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
    -    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.

             An  interested  stockholder  is defined to include  any person who,
together with  affiliates  and  associates,  owns, or within the prior three (3)
years did own, 15% or more of the corporation's  voting stock.  Delaware Section
203 could  make it more  difficult  for an

                                       9
"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. Our
Charter  and  By-laws do not  exclude  us from the  restrictions  imposed  under
Delaware Section 203.

Preferred Stock - General

             Preferred Stock,  including our 5% Preferred Stock and 9% Preferred
Stock,  may be issued in one or more  series  from time to time by action of our
Board  of  Directors.  The  shares  of any  series  of  Preferred  Stock  may be
convertible  into our 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 our  liquidation,  dissolution  or winding up of our affairs and
may have  preferential or other voting rights,  in each case, to the extent,  if
any,  determined  by our Board of Directors at the time it creates the series of
Preferred  Stock.  The 5% Preferred  Stock and 9%  Preferred  Stock are our only
classes of Preferred Stock outstanding.

5% Preferred Stock

             We have  outstanding  200,000 shares of 5% Preferred  Stock. The 5%
Preferred Stock has a liquidation preference of $25.00 per share and ranks as to
dividends and liquidation  prior to the common stock and on a parity with the 9%
Preferred Stock. The 5% Preferred Stock is fully paid and nonassessable. Holders
of 5% Preferred Stock do not have any preemptive  rights. The 5% Preferred Stock
is not subject to any sinking fund or other  obligation to redeem or retire such
stock except it will automatically  convert into common stock two (2) years from
issuance on July 31, 2002 unless  extended for failure of the underlying  shares
of common stock to be registered.

             Holders of shares of our 5%  Preferred  Stock will be  entitled  to
receive,  when,  if and as declared by our Board of  Directors  out of our funds
legally  available for payment,  dividends at the annual rate of 5% or $1.25 per
share.  Dividends are payable quarterly in arrears on January 31, April 30, July
31,  and  October  31 of each  year.  Dividends  on the 5%  Preferred  Stock are
cumulative  from the date of  original  issue and at the  option of the Board of
Directors  are  payable in common  stock or cash.  We have not  declared or paid
dividends for the quarterly period ended October 31, 2000.

             So  long  as our 5%  Preferred  Stock  is  outstanding,  we may not
declare or pay any dividend on common stock or other stock ranking  junior to or
on a parity with the 5%  Preferred  Stock or acquire  common  stock or any other
stock  ranking  junior to or on a parity with the 5% Preferred  Stock (except by
conversion  into or exchange  for any stock  ranking  junior to the 5% Preferred
Stock), unless the full cumulative dividends on the 5% Preferred Stock have been
paid,  or  contemporaneously  are declared and paid,  through the last

                                       10
dividend payment date.  Should dividends not be paid in full on the 5% Preferred
Stock,  and any other  preferred  stock ranking on a parity as to dividends with
the 5% Preferred Stock, all dividends declared on the 5% Preferred Stock and any
other  preferred stock ranking on a parity as to dividends with the 5% Preferred
Stock will be declared pro rata,  so that the amount of  dividends  declared per
share on the 5% Preferred Stock and such other preferred stock will bear to each
other the same ratio that  accumulated  dividends  per share on the shares of 5%
Preferred  Stock and such other preferred stock bear to each other. No interest,
or sum of money in lieu of interest, shall be payable in respect of any dividend
payment or payments on the 5%  Preferred  Stock which may be in arrears.  The 5%
Preferred Stock and our 9% Preferred Stock are on a parity.

             We are not currently  permitted by our principal  loan agreement to
pay  cash  dividends  on the 5%  Preferred  Stock,  so it is  intended  all such
dividends  will be payable in shares of common stock  registered  under  another
prospectus.

             The holders of our 5%  Preferred  Stock are entitled at any time to
convert the shares of the 5% Preferred Stock into common stock at the conversion
price of $5.00 per share, subject to adjustment, or presently 5 shares of common
stock for each share of 5% Preferred Stock,  except that, with respect to shares
of the 5%  Preferred  Stock  called  for  automatic  conversion  or  redemption,
conversion  rights will expire at the close of business on the redemption  date,
unless  with  respect to  redemption,  we  default in payment of the  redemption
price.

             The  conversion  price is subject to  potential  adjustment  on six
reset dates commencing  January 31, 2001 and each three (3) months thereafter if
the trading price of our common stock is less than the conversion  price then in
effect based on the average  closing  price for ten (10) trading days  preceding
the reset date.  There was a potential  earlier reset date following  release of
our  September  30, 2000  quarter  results if our net worth fell below a formula
which did not occur  because such net worth  exceeded  the  formula.  Subject to
consent under our  revolving  credit and term loan facility we have the right to
redeem some or all of the 5% Preferred Stock at 105% of the redemption  price of
$25.00 per share plus  accumulated  and unpaid  dividends  in order to avoid the
reset by written  notice  given at least 15 days prior to the reset date.  If we
fail to redeem the  shares on any reset  date for which we have given  notice of
redemption, we will lose the right to repurchase the shares for any future reset
date if there is an adjustment.  We have given notice that we will redeem all of
the outstanding 5% Preferred Stock to avoid any such reset, if applicable.

             In  the  event  of  our  voluntary  or   involuntary   liquidation,
dissolution or winding-up,  the holders of shares of the 5% Preferred Stock will
be  entitled  to  receive,  out of the  assets  available  for  distribution  to
stockholders,  before any  distribution  or payment is made to holders of common
stock or any other stock  ranking  junior upon  liquidation  to the 5%

                                       11
Preferred  Stock,  liquidating  distributions  in the amount of $25.00 per share
plus all accumulated and unpaid dividends to the date of liquidation.

             Subject  to  consent  under  our  revolving  credit  and term  loan
facility, we have the right to redeem the 5% Preferred Stock at $25.00 per share
plus any accumulated and unpaid  dividends,  on no less than 30 days and no more
than 60 days  notice  if we sell  assets or one or more  business  units for net
proceeds of $50 million or more or sell  securities  in an  underwritten  public
offering in excess of $50 million and a registration  statement is in effect for
the shares of common stock into which the 5% Preferred Stock is convertible.

             We also have the right by no less than 30 days nor more than  sixty
(60) days  written  notice to cause the 5% Preferred  Stock to be  automatically
convertible  into common  stock if the closing  price (as defined) of the common
stock has equaled or exceeded 125% of the conversion price then in effect for at
least 20 trading  days within 30  consecutive  trading  days ending  within five
trading days before notice of conversion is mailed, and a registration statement
is in effect for the shares of common stock to be issued.

             Unless full cumulative  dividends on all outstanding  shares of our
5% Preferred Stock and any other preferred stock ranking on a parity with the 5%
Preferred  Stock have been or  contemporaneously  are  declared and paid for all
past dividend periods, the 5% Preferred Stock may not be redeemed and we may not
purchase or otherwise acquire any shares of the 5% Preferred Stock.

             If we are to be merged into another corporation, the holders of the
5%  Preferred  Stock will have the option by written  notice  given with fifteen
(15) days after receipt of notice of the stockholders  meeting called to approve
the merger to either  convert their 5% Preferred  Stock into our common stock at
the then conversion price or require the surviving  corporation to redeem our 5%
Preferred  Stock  at 125%  of its  liquidation  value.  If  such  option  is not
exercised,  the 5% Preferred  Stock will  automatically  convert into our common
stock at the end of the fifteen (15) day period.

             Except as required by the Delaware General Corporation Law, the
holders of 5% Preferred Stock will not be entitled to vote.

             The approval of the holders of at least a majority of the shares of
the 5%  Preferred  Stock then  outstanding  will be required to amend,  alter or
repeal any of the provisions of the Charter or the Certificate of Designation or
to authorize any  reclassification  of the 5% Preferred Stock, in either case so
as to affect adversely the  preferences,  special rights or privileges or voting
power of the 5%  Preferred  Stock,  either  directly  or  indirectly.  A similar
majority  vote of the  holders  of the  shares of the 5%  Preferred  Stock  then
outstanding is required:

                                       12
-    to authorize or create any class of stock senior to the 5% Preferred
         Stock as to dividends or distributions upon liquidation or;
    -    to create,  issue or increase  the  authorized  number of shares of any
         series  of our  authorized  preferred  stock  ranking  senior to the 5%
         Preferred Stock as to dividends or distributions upon liquidation; or
   -     to authorize additional shares of 5% Preferred Stock.

9% Preferred Stock

             We have  outstanding  787,900 shares of 9% Preferred  Stock. The 9%
Preferred Stock has a liquidation preference of $25.00 per share and ranks as to
dividends and liquidation  prior to the common stock and on a parity with the 5%
Preferred Stock. The 9% Preferred Stock is fully paid and nonassessable. Holders
of 9% Preferred Stock do not have any preemptive  rights. The 9% Preferred Stock
is not subject to any sinking fund or other  obligation to redeem or retire such
stock.  Unless  converted,  redeemed or exchanged,  the 9% Preferred  Stock will
remain outstanding indefinitely.

             Holders of shares of our 9%  Preferred  Stock will be  entitled  to
receive,  when,  if and as declared by our Board of  Directors  out of our funds
legally available for payment,  cash dividends at the annual rate of 9% or $2.25
per share.  Dividends  are  payable  quarterly  in arrears on March 31, June 30,
September 30, and December 31 of each year.  Dividends on the 9% Preferred Stock
are  cumulative  from the date of original  issue.  We have not declared or paid
dividends for the quarterly period ended September 30, 2000.

             So  long  as our 9%  Preferred  Stock  is  outstanding,  we may not
declare or pay any dividend on common stock or other stock ranking  junior to or
on a parity with the 9%  Preferred  Stock or acquire  common  stock or any other
stock  ranking  junior to or on a parity with the 9% Preferred  Stock (except by
conversion  into or exchange  for our stock  ranking  junior to the 9% Preferred
Stock), unless the full cumulative dividends on the 9% Preferred Stock have been
paid,  or  contemporaneously  are declared and paid,  through the last  dividend
payment date.  Should  dividends not be paid in full on the 9% Preferred  Stock,
and any other  preferred  stock ranking on a parity as to dividends  with the 9%
Preferred Stock, all dividends  declared on the 9% Preferred Stock and any other
preferred  stock ranking on a parity as to dividends with the 9% Preferred Stock
will be declared pro rata, so that the amount of dividends declared per share on
the 9% Preferred  Stock and such other  preferred  stock will bear to each other
the  same  ratio  that  accumulated  dividends  per  share on the  shares  of 9%
Preferred  Stock and such other preferred stock bear to each other. No interest,
or sum of money in lieu of interest, shall be payable in respect of any dividend
payment or payments on the 9% Preferred Stock which may be in arrears.

                                       13
We are permitted to pay cash  dividends on the 9% Preferred  Stock,
so long as we are not in  default  under  our  revolving  credit  and term  loan
facility and our borrowing availability exceeds $1,000,000 after payment of such
dividend.

             The holders of our 9%  Preferred  Stock are entitled at any time to
convert the shares of the 9% Preferred Stock into common stock at the conversion
price of $13.65 per share subject to  adjustment,  except that,  with respect to
shares of the 9% Preferred  Stock called for redemption or exchange,  conversion
rights will expire at the close of business on the  redemption or exchange date,
unless we default in:

    -   the payment of the redemption price;
    -   the issuance of 9% Debentures in exchange for the 9% Preferred Stock; or
    -   the payment of the final dividend on the exchange date.

             The 9% Preferred Stock is  exchangeable in whole,  but not in part,
at our sole option for 9% Convertible  Subordinated Debentures due 2006 (the "9%
Debentures") on any Dividend  Payment Date at a rate of $25.00  principal amount
of the 9%  Debentures  for each  share  of the 9%  Preferred  Stock.  We may not
exchange any shares of the 9% Preferred Stock unless full  cumulative  dividends
have been paid or set aside for  payment  on the 9%  Preferred  Stock and on any
preferred stock ranking as to dividends on a parity with the 9% Preferred Stock.

             On and  after the date of  exchange  of 9%  Preferred  Stock for 9%
Debentures,  the 9% Preferred Stock will cease to accumulate dividends,  will no
longer be deemed to be outstanding  and will represent only the right to receive
the 9%  Debentures  and accrued and unpaid  dividends,  if any, to the  Exchange
Date.

             In  the  event  of  our  voluntary  or   involuntary   liquidation,
dissolution or winding-up,  the holders of shares of the 9% Preferred Stock will
be  entitled  to  receive,  out of the  assets  available  for  distribution  to
stockholders,  before any  distribution  or payment is made to holders of common
stock or any other stock  ranking  junior upon  liquidation  to the 9% Preferred
Stock,  liquidating  distributions  in the  amount of $25.00  per share plus all
accumulated and unpaid dividends to the date of liquidation.

             The 9% Preferred  Stock is  redeemable  in whole or in part, at our
sole option,  at the redemption price of $25.00 per share,  plus accumulated and
unpaid dividends to the date fixed for redemption.

             Unless full cumulative  dividends on all  outstanding  shares of 9%
Preferred  Stock and any other  preferred  stock ranking on a parity with the 9%
Preferred  Stock have been or  contemporaneously  are  declared and paid for all
past dividend periods, the 9% Preferred

                                       14
Stock may not be  redeemed  and we may not  purchase  or  otherwise  acquire any
shares of the 9% Preferred Stock.

             Except as indicated  below or as required by the  Delaware  General
Corporation Law, the holders of 9% Preferred Stock will not be entitled to vote.

             If at any time dividends  payable on our 9% Preferred  Stock are in
arrears and unpaid in an amount  equal to or  exceeding  the amount of dividends
payable  thereon  for six  quarterly  dividend  periods,  the  holders of our 9%
Preferred  Stock,  voting  separately  as a class with the  holders of any other
series of our preferred  stock  granted  voting  rights,  will have the right to
elect two (2) directors.  These  directors would be in addition to the number of
directors  constituting our Board of Directors  immediately prior to the accrual
of that right.  So long as our Board of Directors is divided into  classes,  our
directors  so elected by the  holders  of shares of the 9%  Preferred  Stock and
other such  preferred  stock  series  would be elected to the  classes  with the
longest  remaining terms.  Such voting rights will continue for the 9% Preferred
Stock until all dividends  accumulated  and payable on that stock have been paid
in full,  at which time such voting  rights of the  holders of the 9%  Preferred
Stock  will  terminate.  Such  voting  rights  would  revest  in the  event of a
subsequent similar arrearage. Upon any termination of such voting right the term
of office of all the  directors  so elected  by  preferred  stockholders  voting
separately  as a class  will  terminate.  We have  not  paid  dividends  for the
quarterly period ended September 30, 2000.

             The approval of the holders of at least a majority of the shares of
the 9%  Preferred  Stock then  outstanding  will be required to amend,  alter or
repeal any of the provisions of the Charter or the Certificate of Designation or
to authorize any  reclassification  of the 9% Preferred Stock, in either case so
as to affect adversely the  preferences,  special rights or privileges or voting
power of the 9%  Preferred  Stock,  either  directly  or  indirectly.  A similar
majority  vote of the  holders  of the  shares of the 9%  Preferred  Stock  then
outstanding  is required (a) to authorize or create any class of stock senior to
the 9% Preferred Stock as to dividends or distributions  upon liquidation or (b)
to create,  issue or increase the  authorized  number of shares of any series of
our authorized  preferred  stock ranking senior to the 9% Preferred  Stock as to
dividends or distributions upon liquidation.

             The 9%  Preferred  Stock has special  rights that become  effective
upon the  occurrence  of certain  types of  significant  transactions  affecting
corporate  control or our ownership which are deemed a "Change in Control".  The
holders of the 9% Preferred Stock shall have the right effective for thirty days
following the mailing date of a notice disclosing a Change in Control to require
us to  repurchase  all or any part of their shares of 9% Preferred  Stock on the
date  that is no later  than 45 days  after  the date of such  repurchase  right
notice, at a repurchase price equal to $25.00 per share, plus accrued and unpaid
dividends to the repurchase date with respect to such shares. We may satisfy our

                                       15
repurchase obligations through the issuance of shares of our common stock valued
at the Market Price of the common stock.

             A "Change in Control"  means the occurrence of any of the following
events:

    -    any person (including any entity or group deemed to be a "person" under
         Section  13(d)(3) or Section  14(d)(2) of the Exchange Act) becomes the
         direct or indirect  beneficial  owner (as determined in accordance with
         Rule  13d-3  under the  Exchange  Act) of shares of our  capital  stock
         representing  greater  than 50% of the total voting power of all shares
         of our  capital  stock  entitled to vote in the  election of  Directors
         under  ordinary  circumstances  or to elect a majority  of our Board of
         Directors;

    -    we sell, transfer or otherwise dispose of all or substantially all of
         our assets;

    -    when,  during any  period of 12  consecutive  months  after the date of
         original  issuance  of  the  Preferred  Stock,  individuals  who at the
         beginning  of  any  such  12-month  period  constituted  our  Board  of
         Directors (together with any new directors whose election by such Board
         or whose  nomination for election by our stockholders was approved by a
         vote of a majority  of the  directors  still in office who were  either
         directors  at the  beginning  of  such  period  or  whose  election  or
         nomination  for election was  previously  so  approved),  cease for any
         reason to  constitute  a  majority  of our Board of  Directors  then in
         office  (excluding  from such  calculation any election of directors by
         holders of the 9% Preferred Stock); or

    -    the  date of the  consummation  of our  merger  or  consolidation  with
         another  corporation  where our stockholders  immediately  prior to the
         merger or  consolidation,  would not beneficially own immediately after
         the merger or  consolidation, shares entitling such stockholders to 50%
         or more of all votes (without  consideration of the rights of any class
         of stock to elect  directors  by a  separate  class  vote) to which all
         stockholders  of the  corporation  issuing  cash or  securities  in the
         merger or consolidation  would be entitled in the election of directors
         rectors,  or where members of our Board of Directors  immediately prior
         to the merger or consolidation,  would not immediately after the merger
         or  consolidation,  constitute  a majority of the board of directors of
         the   corporation   issuing  cash  or   securities  in  the  merger  or
         consolidation.

             As used herein,  "Market Price" of a share of the common stock will
be the  average of the  Closing  Prices of the common  stock for the ten trading
days ending on the last trading day preceding the date of the Change in Control.

                                       16
Registrar and Transfer Agent

     Chase Mellon  Shareholder  Services,  L.L.C., is our Registrar and Transfer
Agent for the 9% Preferred  Stock as well as our common stock and Class B Stock.
We act as Registrar and Transfer Agent for the 5% Preferred Stock.

                                  LEGAL MATTERS

     The  validity of the shares of Common Stock  offered  hereby will be passed
upon for us by Weisman Celler Spett & Modlin,  P.C., New York, New York.  Howard
S. Modlin,  a member of Weisman  Celler  Spett & Modlin,  P.C. is a Director and
Secretary of GDC.
                             INDEPENDENT ACCOUNTANTS

             Our consolidated  financial statements as of September 30, l999 and
l998 and for each of the periods in the three year period  ended  September  30,
l999  incorporated  by  reference  in  this  prospectus  have  been  audited  by
PricewaterhouseCoopers  L.L.P.,  independent  accountants,  as  stated  in their
report appearing therein.

                                 INDEMNIFICATION
                                 ---------------

         Our Charter  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.  We
maintain an insurance policy covering our 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 our directors, officers and controlling persons pursuant
to the  foregoing  provisions,  or  otherwise,  we have 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.

                                       17
FORM S-8

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.         Incorporation of Documents by Reference

                See Prospectus,  "Where You Can Find More  Information,"  page 3
                and "Description of Capital Stock," page 7.

Item 4.         Description of Securities

                Not applicable.

Item 5.         Interest of Named Experts and Counsel

                The consolidated  financial  statements as of September 30, 1999
and 1998 and for each of the periods in the three years ended September 30, 1999
incorporated by reference in this Registration  Statement,  have been audited by
PricewaterhouseCoopers  LLP, independent accountants,  as stated in their report
therein.

Item 6.         Indemnification of Directors and Officers

             Reference  is made to Article  Tenth of the  registrant's  Restated
Certificate of Incorporation filed as Exhibit 3.l to the Registrant's  Quarterly
Report on Form l0-Q for the quarter ended June 30, l999,  which is  incorporated
by  reference  for  information  concerning  indemnification  of  directors  and
officers.  Section l45 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.

Item 8.         List of Exhibits

                10.1  1998 Stock Option Plan

                                      II-1
10.2  Non-Statutory Stock Option Agreement form - employee
                (Incorporated by reference from Exhibit 10.2 to Form S-8,
                Registration Statement No. 333-89571.)

                10.3  Non-Statutory Stock Option Agreement form -
                non-employee directors (Incorporated by reference from
                Exhibit 10.3 to Form S-8, Registration Statement No. 333-89571.)

        23.     Consents

                PricewaterhouseCoopers LLP

Item 9.  Undertakings

             (a)     The undersigned registrant hereby undertakes:

                     (l) 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  l0(a)(3) of the  Securities Act of
l933 (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 l3 or Section l5(d)
of the Securities Exchange Act of l934 ("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.

              (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 l3 or l5(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section l5(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.

                                      II-2
(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 for 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  will be  governed  by the  final
adjudication of such issue.

                                      II-3
SIGNATURES

             Pursuant to the  requirements  of the  Securities  Act of l933, 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 Town of Middlebury, State of Connecticut, on the 20th day of
December, 2000.

                                 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 l933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

SIGNATURE                            TITLE                    DATE
---------                            -----                    ----

/s/ CHARLES P. JOHNSON        Chairman of the Board           December 20, 2000
Charles P. Johnson            and Chief Executive Officer

/s/ WILLIAM G. HENRY          Vice President, Finance         December 20, 2000
William G. Henry              And Chief Financial Officer

/s/ HOWARD S. MODLIN          Director                        December 20, 2000
Howard S. Modlin

/s/ FREDERICK R. CRONIN       Director                        December 20, 2000
Frederick R. Cronin

/s/ LEE M. PASCHALL
Lee M. Paschall               Director                        December 20, 2000

/s/ JOHN L. SEGALL
John L. Segall                Director                        December 20, 2000

                                      II-4