As filed with the Securities and Exchange Commission on September 10, 1997
                                                
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                ---------------

                                    FORM S-8

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

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

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

            1579 Straits Turnpike, Middlebury, Connecticut 06762-1299
                    (Address of principal executive offices)

                             1991 STOCK OPTION PLAN
                            (Full title of the plan)

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

                         CALCULATION OF REGISTRATION FEE

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

Common Stock, par
value $.10 per share  925,000        $7.1875 (1)    $6,648,438    $2,014.68
- ------------------
(1) Estimated  pursuant to Rule 457(c) solely for the purpose of calculating the
registration  fee on the basis of the average  high/low  price on  September  4,
1997, per the New York Stock Exchange, Inc.

Rule 429:  The prospectus contained herein is a combined prospectus with
Registration Nos. 33-53150, 33-62716, 33-53201 and 33-59573.

<PAGE>


                        GENERAL DATACOMM INDUSTRIES, INC.

                             1991 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;
                                                1991 Stock Option Plan;
                                                Federal Income Tax Consequences

2.  Registrant Information                      Available Information
    and Employee Plan Annual
    Information


<PAGE>


                                   PROSPECTUS



                        GENERAL DATACOMM INDUSTRIES, INC.
                              1579 Straits Turnpike
                       Middlebury, Connecticut 06762-1299
                                  203-574-1118

                             1991 Stock Option Plan

                3,325,000 Shares of Common Stock, $.10 par value

         This prospectus relates to the offering by General DataComm Industries,
Inc.  (the  "Corporation")  of the  shares of  Common  Stock  covered  hereby to
employees of the Corporation  and its  subsidiaries as may be granted options to
purchase  shares  pursuant  to its 1991 Stock  Option  Plan  which is  described
herein.

         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
1933,  as amended,  and such persons may effect such resales only  pursuant to a
separate prospectus or an appropriate exemption from registration.


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


               The date of this Prospectus is September 5, 1997.


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

<PAGE>


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

                                TABLE OF CONTENTS

REGISTRATION STATEMENT ..................................................... 2
AVAILABLE INFORMATION  ..................................................... 3
GENERAL INFORMATION   ...................................................... 3
1991 STOCK OPTION PLAN...................................................... 4
FEDERAL INCOME TAX CONSEQUENCES ............................................ 6
DESCRIPTION OF CAPITAL STOCK ............................................... 7
LEGAL MATTERS............................................................... 9
EXPERTS.....................................................................10
INDEMNIFICATION.............................................................10


                             REGISTRATION STATEMENT


         General DataComm  Industries,  Inc. (the  "Corporation") has filed with
the Securities and Exchange Commission,  Washington, DC, Registration Statements
(hereinafter,  as amended to date, referred to as the Registration  Statements")
on Form S-8 (File Nos.  33-53150,  33-62716,  33-53201,  33-59573 and  33-xxxxx)
under the Securities Act of 1933, as amended,  in respect of 3,325,000 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 key
employees, including officers and directors who are employees of the Corporation
and its subsidiaries  under the Corporation's  1991 Stock Option Plan (the "1991
Plan").  For  further  information  with  respect  to the  Corporation  and  the
securities  offered by this  Prospectus,  reference is made to the  Registration
Statements and the exhibits filed as a part thereof.

         The  statements  made  about  the  1991  Plan  in this  Prospectus  are
summaries of certain  provisions of the 1991 Plan, a copy of which is an exhibit
to this Registration Statement.  Reference is made to the 1991 Plan for complete
statements  of such  provisions,  and  such  summaries  are  qualified  in their
entirety by such reference.

                                      - 2 -


<PAGE>


                              AVAILABLE INFORMATION

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

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

 1.  The Corporation's annual report on Form 10-K for the year ended
     September 30, 1996.

 2.  The  Corporation's  proxy  statement  dated December 10, 1996 with
     respect to its annual meeting of shareholders  held on February 6, 1997.

 3.  The Corporation's  quarterly reports on Form 10-Q for the quarters
     ended December 31, 1996, March 31, 1997, and June 30, 1997.

         All  documents  filed  by  the  Corporation  after  the  date  of  this
Prospectus pursuant to Sections 13, 14, and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a  post-effective  amendment to the registration
statement of which this  Prospectus  constitutes a part which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Prospectus and to be a part hereof from the date of filing of such documents.

                               GENERAL INFORMATION

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

         Any  optionee who may be deemed an  affiliate  of the  Corporation,  as
defined  in Rule  405  issued  under  the  Securities  Act of 1933,  as  amended
("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.

                                       -3-
<PAGE>

                             1991 STOCK OPTION PLAN

Purpose and Eligibility

         The 1991 Plan was adopted by the  stockholders  in 1992 for the purpose
of enabling the  Corporation  and its  subsidiaries  to provide an inducement to
attract  and keep able and  qualified  key  employees,  including  officers  and
directors who are employees,  by the grant of incentive and non-statutory  stock
options  up to a maximum  of 625,000  shares.  The 1991 Plan was  amended by the
stockholders  at the 1993,  1994,  1995 and 1997 Annual  Meetings  to  authorize
625,000,  650,000,  500,000 and 925,000  additional  shares,  respectively.  The
granting  of  options  is  determined  by  the  Chairman  of  the  Board  of the
Corporation  who  administers  the  1991  Plan  as 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 reports to the Board
of Directors the names of those granted options, the number of shares covered by
each option,  the  applicable  option  prices and the type of option.  The Stock
Option  Committee  of the Board of  Directors  reports to the Board of Directors
with respect to the names of employees subject to Section 16 of the Exchange Act
who are granted stock options, the number of shares covered by each such option,
the  applicable  option  prices and the types of  options.  The  Chairman of the
Board,  or the  Stock  Option  Committee,  as the  case may be,  subject  to the
provisions of the 1991 Plan,  has sole  discretion to determine the employees 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  who perform
services of special  importance to the management,  operation and development of
the business of the  Corporation,  provided that no employee  whose basic salary
before  bonuses or  incentive  payments  is less than  $20,000 per year shall be
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,  except no
optionee may be granted  incentive  stock options  resulting in shares  becoming
exercisable  for the first time in any calendar  year having an  aggregate  fair
market value in excess of $100,000.  It is presently expected that approximately
1,506 employees will be eligible to receive options under the 1991 Plan.

Shares Available and Exercise of Options

         The 1991  Plan  provides  for  options  to  purchase  an  aggregate  of
3,325,000 shares of Common Stock of the  Corporation.  Such amount is subject to
appropriate  adjustment in the event of changes in the outstanding  Common Stock
of the Corporation 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 1991 Plan are intended to be either
"incentive  stock  options"  within the meaning of Section  422A of the Internal
Revenue Code of 1986, as amended,  ("Code") or non-statutory stock options.  The
1991 Plan provides that the option price of incentive stock options shall not be
less than the fair market  value of the stock at the time the option is granted,
except that if the optionee would own more than 10% of the outstanding shares of
Common Stock of the  Corporation  (and other voting  securities,  if any) if the
options were exercised, the exercise price of the options shall not be less than
110% of the fair market value on the date of grant;  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  stated in the  option,  commencing  one (1) year after the
date of grant of the option;  and that the options expire unless exercised on or
before ten

                                       -4-

<PAGE>

(10) years from the date of grant (five (5) years with respect to incentive
stock options if the optionee would own more than 10% of the outstanding stock).

         The  option  price of  non-statutory  stock  options  shall be the fair
market  value of the stock at the time of grant or such lesser or 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 shall be for a period
not exceeding ten (10) years from the date of grant.  If an optionee  holds more
than one (1)  incentive  or  non-statutory  stock  option,  such  options may be
exercised by the optionee in any order.

         Options  are  exercised  by the  payment in cash or  delivery of Common
Stock of the Corporation  valued at the market price for such shares at the time
of exercise.

         As of August 31, 1997,  5,152,750  options have been granted  under the
1991 Plan to 596  employees  at an  average  exercise  price of  $9.52.  Of such
granted options,  385,824 have been exercised,  2,316,000 remain outstanding and
2,450,926 have been canceled,  including repriced options.  Separately,  623,176
options  remain  available  for grant at August  31,  1997.  Options  may not be
granted under the 1991 Plan after December 4, 2001.


Limitations in Participation

         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 the  Corporation,  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:

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 the Corporation 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  the  optionee  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.

                                       -5-


<PAGE>

Modification

         The Board of Directors may at any time,  or from time to time,  without
further stockholder approval,  suspend, terminate or amend the 1991 Plan in such
respects as it shall deem  advisable in order that options  shall be  "incentive
stock  options"  as defined in  Section  422A of the Code,  or to conform to any
change in the law, or in any other respects which shall not change:

    (a)   the maximum number of shares for which options may be granted under
          the 1991 Plan; or

    (b)   the provisions relating to the determination of employees to  whom
          options may be granted.


                         FEDERAL INCOME TAX CONSEQUENCES

Tax Aspects - Non-Statutory Stock Options

         Messrs.  Weisman  Celler  Spett & Modlin,  P.C.,  legal  counsel to the
Corporation,  have advised 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 the
Corporation  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 the  Corporation;  (iv) the optionee will take a basis
in the shares equal to the sum of the option price plus the amount of his or her
ordinary  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.

Tax Aspects - Incentive Stock Options

         The Corporation has been advised by such legal counsel that the federal
income tax  consequences  of  incentive  stock  options  under  present  law are
generally as follows:  if an option is an incentive  stock option,  the optionee
will  recognize  no income  upon  grant or  exercise  (except  for  purposes  of
computing the  alternative  minimum tax described  below) of such option and the
Corporation will not be allowed a deduction for federal tax purposes as it would
in the case of a  non-statutory  stock option.  Upon a sale of the shares by the
optionee  (assuming that the sale occurs no sooner than two years after grant of
the option and one year after exercise of the option),  any gain will be capital
gain to the optionee. If the optionee fails to hold the shares for the foregoing
period, the disposal is treated as a disqualifying disposition. The gain on such
disposition  is ordinary  income to the optionee to the extent of the difference
between the option  price and the fair market value of the shares on the date of
exercise and any excess is long-term or short-term  capital gain  depending upon
the holding period. In such event, the Corporation will be entitled to an income
tax deduction equal to the ordinary income amount to the optionee.


                                       -6-


<PAGE>


         In order for an option to qualify as an incentive stock option, (i) the
option must be granted pursuant to a plan which includes the aggregate number of
shares  which  may be  issued  under  options  and the  employees  (or  class of
employees)  eligible to receive options;  (ii) such option is granted within ten
(10) years from the date such plan is adopted, or the date such plan is approved
by the  stockholders,  whichever is earlier;  (iii) the option must be exercised
while the  optionee is an employee of the  Corporation  or a  subsidiary  of the
Corporation,  or no more than three (3) months after the  optionee's  employment
ceases (twelve (12) months in the case of  termination  following the optionee's
total disability); (iv) the option may not by its terms be exercisable after the
expiration  of ten (10) years from the date it is granted;  (v) the option price
must not be less than the fair market value of the stock at the time such option
is granted;  (vi) the option plan must be  approved by the  stockholders  within
twelve (12) months after the date such plan is adopted;  (vii) the option by its
terms  is  non-transferable  other  than  upon  death  of  the  optionee  and is
exercisable  only by the  optionee  during  his or her  lifetime;  (viii) if the
optionee  owns  more  than  10% of  the  voting  power  of  all  classes  of the
Corporation's stock at the time the option is granted,  the option price must be
at least 110% of the fair  market  value on the date of grant and the option may
not be exercised after five (5) years from the date of grant; and (ix) under the
terms of the plan, the aggregate fair market value, determined at time of grant,
of stock for which an employee  may  exercise  incentive  stock  options for the
first time in any calendar year under all plans cannot exceed $100,000.

         For purposes of  determining  the  alternative  minimum tax, the spread
between the fair market value of the stock on the exercise  date of an incentive
stock  option and the option price is added to taxable  income as an  adjustment
for purposes of computing the  alternative  minimum tax. This spread between the
fair  market  value of the  stock on the  exercise  date  and the  option  price
included  in  alternative  minimum  taxable  income is added to the basis of the
stock for  purposes  of  computing  alternative  minimum  tax on any  subsequent
disposition.

Employee Retirement Income Security Act of 1974

         The 1991 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 Code.


                          DESCRIPTION OF CAPITAL STOCK
Common Stock

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

         Dividends on the Common Stock will be paid if, and when, declared.  The
Common  Stock is entitled to cash  dividends  which are 11.11%  higher per share
than the cash  dividends  which may be paid on the Class B Stock,  but otherwise
the Common Stock and the Class B Stock rank equally.  The  Corporation has never
paid cash dividends,  and such dividends are not permitted by the  Corporation's
principal loan  agreement.  Stock  dividends on and stock splits of Common Stock
may only be payable or made in shares of Common Stock.

                                       -7-


<PAGE>

         The Common Stock is entitled upon liquidation to receive the entire net
assets of the Corporation  remaining after payment of all debts and other claims
of creditors and after the holders of each series of Preferred Stock outstanding
or to be issued in the future, if any, have been paid the preferred  liquidating
distribution  on  their  shares  as  fixed  by the  Board  of  Directors  of the
Corporation  (the  liquidation  preference  of Preferred  Stock  outstanding  at
September 5, 1997 amounted to $20 million).  The Common Stock is not convertible
into shares of any other equity security of the Corporation.

         The Common Stock is freely transferable.

Class B Stock

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

         Dividends on the Class B Stock will be paid only as and when  dividends
on the Common Stock are declared and paid.  The Common Stock is entitled to cash
dividends which are 11.11% higher per share than the cash dividends which may be
paid on the Class B Stock,  but otherwise the Common Stock and the Class B Stock
rank equally.  Stock dividends on and stock splits of Class B Stock will only be
payable or made in shares of Class B Stock.

         In the event of liquidation or insolvency,  each share of Class B Stock
will be entitled,  through  conversion  into Common Stock, to share ratably with
the Common Stock in the assets  remaining  after  payment of all debts and other
claims of creditors, subject to the rights of any Preferred Stock outstanding or
which  may be  issued  in the  future,  if any (the  liquidation  preference  of
Preferred Stock outstanding at September 5, 1997 amounted to $20 million).

         Holders of Class B Stock may elect at any time to convert any or all of
such shares back into shares of the 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 a  majority  of the  outstanding
shares of Class B Stock approve the  conversion of all of the Class B Stock into
Common Stock,  then  immediately upon the occurrence of either event, the shares
of the Class B Stock  will  automatically  be  converted  into  shares of Common
Stock.  In the  event of such  conversion,  certificates  formerly  representing
outstanding  shares of Class B Stock will  thereafter  be deemed to  represent a
like number of shares of Common Stock.

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


                                       -8-


<PAGE>

Special Voting Requirements

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

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

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


Preferred Stock

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

         At  August  15,  1997,  800,000  shares  of 9%  Cumulative  Convertible
Exchangeable  Preferred Stock ("9% Preferred  Stock") were  outstanding,  with a
total liquidation  preference of $25.00 per share, or $20 million. Each share of
the  outstanding 9% Preferred  Stock is convertible  into common stock at $13.65
per share,  or the equivalent of 1.8315 shares of common stock for each share of
9% Preferred Stock. Effective October 1, 1998, the Corporation has the option to
exchange the 9% Preferred Stock for 9% Convertible  Subordinated  Debentures Due
2006  ("Debentures")  at the rate of $25.00  principal  amount of Debentures for
each share of 9% Preferred  Stock  outstanding  at the time of exchange.  The 9%
Preferred Stock cannot be redeemed by the Corporation before September 30, 1999.


                                  LEGAL MATTERS

         The legality of the shares  offered by this  Prospectus has been passed
upon by Messrs.  Weisman Celler Spett & Modlin, P.C., 445 Park Avenue, New York,
New York 10022.  As of July 31,  1997,  members of the firm of Weisman,  Celler,
Spett & Modlin  beneficially  owned  6,750  shares  of the  Class B Stock of the
Corporation.  Howard  S.  Modlin,  a member of such  firm,  is  Secretary  and a
director of the Corporation.

                                       -9-


<PAGE>


                                     EXPERTS

         The consolidated financial statements and financial statement schedules
of the  Corporation  as of  September  30, 1996 and 1995 and for the years ended
September 30, 1996, 1995 and 1994, incorporated by reference in this Prospectus,
have been  incorporated  herein in reliance upon the report of Coopers & Lybrand
L.L.P., independent accountants,  given on the authority of that firm as experts
in accounting and auditing.


                                 INDEMNIFICATION

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

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



                                     - 10 -


<PAGE>



                                    FORM S-8

PART II:  UNDERTAKINGS AND OTHER INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.   Incorporation of Documents by Reference

          See Prospectus,  "Available  Information,"  page 3 and "Description of
Capital Stock," page 7.


Item 4.   Description of Securities

          Not applicable.


Item 5.  Interest of Named Experts and Counsel

         The consolidated financial statements and financial statement schedules
of the  Corporation  as of  September  30, 1996 and 1995 and for the years ended
September  30,  1996,   1995  and  1994,   incorporated  by  reference  in  this
Registration  Statement,  have been  incorporated  herein in  reliance  upon the
report of  Coopers  &  Lybrand  L.L.P.,  independent  accountants,  given on the
authority of that firm as experts in accounting and auditing.


Item 6.  Indemnification of Directors and Officers

         Reference  is  made  to  Article  Tenth  of the  registrant's  Restated
Certificate of Incorporation filed as Exhibit 3.1 to the Registrant's  Quarterly
Report on Form 10-Q for the quarter ended June 30, 1988,  which is  incorporated
by  reference  for  information  concerning  indemnification  of  directors  and
officers.  Section 145 of the  General  Corporation  Law of Delaware  permits or
requires  indemnification  of officers  and  directors in the event that certain
statutory standards of conduct are met. However,  reference is made to Item 9(d)
with respect to  indemnification  for  liabilities  arising under the Securities
Act.

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


Item 7.  Exemption from Registration Claimed

         Not applicable.



                                      II-1


<PAGE>


Item 8.  List of Exhibits

10.      (1)      1991 Stock Option Plan (Incorporated by reference to Exhibit A
                  to Proxy Statement dated December 10, 1996).

         (2)       Incentive Stock Option Agreement Form.

         (3)       Non-Statutory Stock Option Agreement Form.

23.                Consents

         (1)       Coopers & Lybrand L.L.P.


Item 9.   Undertakings

         (a)      The undersigned registrant hereby undertakes:

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

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

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

                                      II-2


<PAGE>


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

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

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


                                      II-3



<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Middlebury,  State of Connecticut,  on the 5th day of
September, 1997.

                        GENERAL DATACOMM INDUSTRIES, INC.


                         By: ___________________________
                               Charles P. Johnson
                               Chairman of the Board

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

Signature                                   Title                 Date

/s/ CHARLES P. JOHNSON    Chairman of the Board              September 5, 1997
Charles P. Johnson        and Chief Executive Officer


/S/ WILLIAM S. LAWRENCE  Senior Vice President, Finance     September 5, 1997
William S. Lawrence       and Chief Financial Officer


/S/ WILLIAM G. HENRY      Vice President, Corporate          September 5, 1997
William G. Henry          Controller and Principal
                          Accounting Officer


/S/ HOWARD S. MODLIN
Howard S. Modlin          Director and Secretary             September 5, 1997


/S/ FREDERICK R. CRONIN
Frederick R. Cronin       Director and Vice President,       September 5, 1997
                          Corporate Technology


/S/ LEE M. PASCHALL
Lee M. Paschall           Director                           September 5, 1997


/S/ JOHN L. SEGALL
John L. Segall            Director                           September 5, 1997

                                      II-4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 42803}]
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As filed with the Securities and Exchange Commission on September 10, 1997
                                                
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                ---------------

                                    FORM S-8

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

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

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

            1579 Straits Turnpike, Middlebury, Connecticut 06762-1299
                    (Address of principal executive offices)

                             1991 STOCK OPTION PLAN
                            (Full title of the plan)

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

                         CALCULATION OF REGISTRATION FEE

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

Common Stock, par
value $.10 per share  925,000        $7.1875 (1)    $6,648,438    $2,014.68
- ------------------
(1) Estimated  pursuant to Rule 457(c) solely for the purpose of calculating the
registration  fee on the basis of the average  high/low  price on  September  4,
1997, per the New York Stock Exchange, Inc.

Rule 429:  The prospectus contained herein is a combined prospectus with
Registration Nos. 33-53150, 33-62716, 33-53201 and 33-59573.
GENERAL DATACOMM INDUSTRIES, INC.

                             1991 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;
                                                1991 Stock Option Plan;
                                                Federal Income Tax Consequences

2.  Registrant Information                      Available Information
    and Employee Plan Annual
    Information
PROSPECTUS

                        GENERAL DATACOMM INDUSTRIES, INC.
                              1579 Straits Turnpike
                       Middlebury, Connecticut 06762-1299
                                  203-574-1118

                             1991 Stock Option Plan

                3,325,000 Shares of Common Stock, $.10 par value

         This prospectus relates to the offering by General DataComm Industries,
Inc.  (the  "Corporation")  of the  shares of  Common  Stock  covered  hereby to
employees of the Corporation  and its  subsidiaries as may be granted options to
purchase  shares  pursuant  to its 1991 Stock  Option  Plan  which is  described
herein.

         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
1933,  as amended,  and such persons may effect such resales only  pursuant to a
separate prospectus or an appropriate exemption from registration.

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

               The date of this Prospectus is September 5, 1997.

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

                                TABLE OF CONTENTS

REGISTRATION STATEMENT ..................................................... 2
AVAILABLE INFORMATION  ..................................................... 3
GENERAL INFORMATION   ...................................................... 3
1991 STOCK OPTION PLAN...................................................... 4
FEDERAL INCOME TAX CONSEQUENCES ............................................ 6
DESCRIPTION OF CAPITAL STOCK ............................................... 7
LEGAL MATTERS............................................................... 9
EXPERTS.....................................................................10
INDEMNIFICATION.............................................................10

                             REGISTRATION STATEMENT

         General DataComm  Industries,  Inc. (the  "Corporation") has filed with
the Securities and Exchange Commission,  Washington, DC, Registration Statements
(hereinafter,  as amended to date, referred to as the Registration  Statements")
on Form S-8 (File Nos.  33-53150,  33-62716,  33-53201,  33-59573 and  33-xxxxx)
under the Securities Act of 1933, as amended,  in respect of 3,325,000 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 key
employees, including officers and directors who are employees of the Corporation
and its subsidiaries  under the Corporation's  1991 Stock Option Plan (the "1991
Plan").  For  further  information  with  respect  to the  Corporation  and  the
securities  offered by this  Prospectus,  reference is made to the  Registration
Statements and the exhibits filed as a part thereof.

         The  statements  made  about  the  1991  Plan  in this  Prospectus  are
summaries of certain  provisions of the 1991 Plan, a copy of which is an exhibit
to this Registration Statement.  Reference is made to the 1991 Plan for complete
statements  of such  provisions,  and  such  summaries  are  qualified  in their
entirety by such reference.

                                      - 2 -
AVAILABLE INFORMATION

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

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

 1.  The Corporation's annual report on Form 10-K for the year ended
     September 30, 1996.

 2.  The  Corporation's  proxy  statement  dated December 10, 1996 with
     respect to its annual meeting of shareholders  held on February 6, 1997.

 3.  The Corporation's  quarterly reports on Form 10-Q for the quarters
     ended December 31, 1996, March 31, 1997, and June 30, 1997.

         All  documents  filed  by  the  Corporation  after  the  date  of  this
Prospectus pursuant to Sections 13, 14, and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a  post-effective  amendment to the registration
statement of which this  Prospectus  constitutes a part which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Prospectus and to be a part hereof from the date of filing of such documents.

                               GENERAL INFORMATION

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

         Any  optionee who may be deemed an  affiliate  of the  Corporation,  as
defined  in Rule  405  issued  under  the  Securities  Act of 1933,  as  amended
("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.

                                       -3-
1991 STOCK OPTION PLAN

Purpose and Eligibility

         The 1991 Plan was adopted by the  stockholders  in 1992 for the purpose
of enabling the  Corporation  and its  subsidiaries  to provide an inducement to
attract  and keep able and  qualified  key  employees,  including  officers  and
directors who are employees,  by the grant of incentive and non-statutory  stock
options  up to a maximum  of 625,000  shares.  The 1991 Plan was  amended by the
stockholders  at the 1993,  1994,  1995 and 1997 Annual  Meetings  to  authorize
625,000,  650,000,  500,000 and 925,000  additional  shares,  respectively.  The
granting  of  options  is  determined  by  the  Chairman  of  the  Board  of the
Corporation  who  administers  the  1991  Plan  as 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 reports to the Board
of Directors the names of those granted options, the number of shares covered by
each option,  the  applicable  option  prices and the type of option.  The Stock
Option  Committee  of the Board of  Directors  reports to the Board of Directors
with respect to the names of employees subject to Section 16 of the Exchange Act
who are granted stock options, the number of shares covered by each such option,
the  applicable  option  prices and the types of  options.  The  Chairman of the
Board,  or the  Stock  Option  Committee,  as the  case may be,  subject  to the
provisions of the 1991 Plan,  has sole  discretion to determine the employees 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  who perform
services of special  importance to the management,  operation and development of
the business of the  Corporation,  provided that no employee  whose basic salary
before  bonuses or  incentive  payments  is less than  $20,000 per year shall be
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,  except no
optionee may be granted  incentive  stock options  resulting in shares  becoming
exercisable  for the first time in any calendar  year having an  aggregate  fair
market value in excess of $100,000.  It is presently expected that approximately
1,506 employees will be eligible to receive options under the 1991 Plan.

Shares Available and Exercise of Options

         The 1991  Plan  provides  for  options  to  purchase  an  aggregate  of
3,325,000 shares of Common Stock of the  Corporation.  Such amount is subject to
appropriate  adjustment in the event of changes in the outstanding  Common Stock
of the Corporation 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 1991 Plan are intended to be either
"incentive  stock  options"  within the meaning of Section  422A of the Internal
Revenue Code of 1986, as amended,  ("Code") or non-statutory stock options.  The
1991 Plan provides that the option price of incentive stock options shall not be
less than the fair market  value of the stock at the time the option is granted,
except that if the optionee would own more than 10% of the outstanding shares of
Common Stock of the  Corporation  (and other voting  securities,  if any) if the
options were exercised, the exercise price of the options shall not be less than
110% of the fair market value on the date of grant;  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  stated in the  option,  commencing  one (1) year after the
date of grant of the option;  and that the options expire unless exercised on or
before ten

                                       -4-
(10) years from the date of grant (five (5) years with respect to incentive
stock options if the optionee would own more than 10% of the outstanding stock).

         The  option  price of  non-statutory  stock  options  shall be the fair
market  value of the stock at the time of grant or such lesser or 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 shall be for a period
not exceeding ten (10) years from the date of grant.  If an optionee  holds more
than one (1)  incentive  or  non-statutory  stock  option,  such  options may be
exercised by the optionee in any order.

         Options  are  exercised  by the  payment in cash or  delivery of Common
Stock of the Corporation  valued at the market price for such shares at the time
of exercise.

         As of August 31, 1997,  5,152,750  options have been granted  under the
1991 Plan to 596  employees  at an  average  exercise  price of  $9.52.  Of such
granted options,  385,824 have been exercised,  2,316,000 remain outstanding and
2,450,926 have been canceled,  including repriced options.  Separately,  623,176
options  remain  available  for grant at August  31,  1997.  Options  may not be
granted under the 1991 Plan after December 4, 2001.

Limitations in Participation

         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 the  Corporation,  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:

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 the Corporation 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  the  optionee  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.

                                       -5-
Modification

         The Board of Directors may at any time,  or from time to time,  without
further stockholder approval,  suspend, terminate or amend the 1991 Plan in such
respects as it shall deem  advisable in order that options  shall be  "incentive
stock  options"  as defined in  Section  422A of the Code,  or to conform to any
change in the law, or in any other respects which shall not change:

    (a)   the maximum number of shares for which options may be granted under
          the 1991 Plan; or

    (b)   the provisions relating to the determination of employees to  whom
          options may be granted.

                         FEDERAL INCOME TAX CONSEQUENCES

Tax Aspects - Non-Statutory Stock Options

         Messrs.  Weisman  Celler  Spett & Modlin,  P.C.,  legal  counsel to the
Corporation,  have advised 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 the
Corporation  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 the  Corporation;  (iv) the optionee will take a basis
in the shares equal to the sum of the option price plus the amount of his or her
ordinary  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.

Tax Aspects - Incentive Stock Options

         The Corporation has been advised by such legal counsel that the federal
income tax  consequences  of  incentive  stock  options  under  present  law are
generally as follows:  if an option is an incentive  stock option,  the optionee
will  recognize  no income  upon  grant or  exercise  (except  for  purposes  of
computing the  alternative  minimum tax described  below) of such option and the
Corporation will not be allowed a deduction for federal tax purposes as it would
in the case of a  non-statutory  stock option.  Upon a sale of the shares by the
optionee  (assuming that the sale occurs no sooner than two years after grant of
the option and one year after exercise of the option),  any gain will be capital
gain to the optionee. If the optionee fails to hold the shares for the foregoing
period, the disposal is treated as a disqualifying disposition. The gain on such
disposition  is ordinary  income to the optionee to the extent of the difference
between the option  price and the fair market value of the shares on the date of
exercise and any excess is long-term or short-term  capital gain  depending upon
the holding period. In such event, the Corporation will be entitled to an income
tax deduction equal to the ordinary income amount to the optionee.

                                       -6-
In order for an option to qualify as an incentive stock option, (i) the
option must be granted pursuant to a plan which includes the aggregate number of
shares  which  may be  issued  under  options  and the  employees  (or  class of
employees)  eligible to receive options;  (ii) such option is granted within ten
(10) years from the date such plan is adopted, or the date such plan is approved
by the  stockholders,  whichever is earlier;  (iii) the option must be exercised
while the  optionee is an employee of the  Corporation  or a  subsidiary  of the
Corporation,  or no more than three (3) months after the  optionee's  employment
ceases (twelve (12) months in the case of  termination  following the optionee's
total disability); (iv) the option may not by its terms be exercisable after the
expiration  of ten (10) years from the date it is granted;  (v) the option price
must not be less than the fair market value of the stock at the time such option
is granted;  (vi) the option plan must be  approved by the  stockholders  within
twelve (12) months after the date such plan is adopted;  (vii) the option by its
terms  is  non-transferable  other  than  upon  death  of  the  optionee  and is
exercisable  only by the  optionee  during  his or her  lifetime;  (viii) if the
optionee  owns  more  than  10% of  the  voting  power  of  all  classes  of the
Corporation's stock at the time the option is granted,  the option price must be
at least 110% of the fair  market  value on the date of grant and the option may
not be exercised after five (5) years from the date of grant; and (ix) under the
terms of the plan, the aggregate fair market value, determined at time of grant,
of stock for which an employee  may  exercise  incentive  stock  options for the
first time in any calendar year under all plans cannot exceed $100,000.

         For purposes of  determining  the  alternative  minimum tax, the spread
between the fair market value of the stock on the exercise  date of an incentive
stock  option and the option price is added to taxable  income as an  adjustment
for purposes of computing the  alternative  minimum tax. This spread between the
fair  market  value of the  stock on the  exercise  date  and the  option  price
included  in  alternative  minimum  taxable  income is added to the basis of the
stock for  purposes  of  computing  alternative  minimum  tax on any  subsequent
disposition.

Employee Retirement Income Security Act of 1974

         The 1991 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 Code.

                          DESCRIPTION OF CAPITAL STOCK
Common Stock

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

         Dividends on the Common Stock will be paid if, and when, declared.  The
Common  Stock is entitled to cash  dividends  which are 11.11%  higher per share
than the cash  dividends  which may be paid on the Class B Stock,  but otherwise
the Common Stock and the Class B Stock rank equally.  The  Corporation has never
paid cash dividends,  and such dividends are not permitted by the  Corporation's
principal loan  agreement.  Stock  dividends on and stock splits of Common Stock
may only be payable or made in shares of Common Stock.

                                       -7-
The Common Stock is entitled upon liquidation to receive the entire net
assets of the Corporation  remaining after payment of all debts and other claims
of creditors and after the holders of each series of Preferred Stock outstanding
or to be issued in the future, if any, have been paid the preferred  liquidating
distribution  on  their  shares  as  fixed  by the  Board  of  Directors  of the
Corporation  (the  liquidation  preference  of Preferred  Stock  outstanding  at
September 5, 1997 amounted to $20 million).  The Common Stock is not convertible
into shares of any other equity security of the Corporation.

         The Common Stock is freely transferable.

Class B Stock

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

         Dividends on the Class B Stock will be paid only as and when  dividends
on the Common Stock are declared and paid.  The Common Stock is entitled to cash
dividends which are 11.11% higher per share than the cash dividends which may be
paid on the Class B Stock,  but otherwise the Common Stock and the Class B Stock
rank equally.  Stock dividends on and stock splits of Class B Stock will only be
payable or made in shares of Class B Stock.

         In the event of liquidation or insolvency,  each share of Class B Stock
will be entitled,  through  conversion  into Common Stock, to share ratably with
the Common Stock in the assets  remaining  after  payment of all debts and other
claims of creditors, subject to the rights of any Preferred Stock outstanding or
which  may be  issued  in the  future,  if any (the  liquidation  preference  of
Preferred Stock outstanding at September 5, 1997 amounted to $20 million).

         Holders of Class B Stock may elect at any time to convert any or all of
such shares back into shares of the 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 a  majority  of the  outstanding
shares of Class B Stock approve the  conversion of all of the Class B Stock into
Common Stock,  then  immediately upon the occurrence of either event, the shares
of the Class B Stock  will  automatically  be  converted  into  shares of Common
Stock.  In the  event of such  conversion,  certificates  formerly  representing
outstanding  shares of Class B Stock will  thereafter  be deemed to  represent a
like number of shares of Common Stock.

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

                                       -8-
Special Voting Requirements

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

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

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

Preferred Stock

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

         At  August  15,  1997,  800,000  shares  of 9%  Cumulative  Convertible
Exchangeable  Preferred Stock ("9% Preferred  Stock") were  outstanding,  with a
total liquidation  preference of $25.00 per share, or $20 million. Each share of
the  outstanding 9% Preferred  Stock is convertible  into common stock at $13.65
per share,  or the equivalent of 1.8315 shares of common stock for each share of
9% Preferred Stock. Effective October 1, 1998, the Corporation has the option to
exchange the 9% Preferred Stock for 9% Convertible  Subordinated  Debentures Due
2006  ("Debentures")  at the rate of $25.00  principal  amount of Debentures for
each share of 9% Preferred  Stock  outstanding  at the time of exchange.  The 9%
Preferred Stock cannot be redeemed by the Corporation before September 30, 1999.

                                  LEGAL MATTERS

         The legality of the shares  offered by this  Prospectus has been passed
upon by Messrs.  Weisman Celler Spett & Modlin, P.C., 445 Park Avenue, New York,
New York 10022.  As of July 31,  1997,  members of the firm of Weisman,  Celler,
Spett & Modlin  beneficially  owned  6,750  shares  of the  Class B Stock of the
Corporation.  Howard  S.  Modlin,  a member of such  firm,  is  Secretary  and a
director of the Corporation.

                                       -9-
EXPERTS

         The consolidated financial statements and financial statement schedules
of the  Corporation  as of  September  30, 1996 and 1995 and for the years ended
September 30, 1996, 1995 and 1994, incorporated by reference in this Prospectus,
have been  incorporated  herein in reliance upon the report of Coopers & Lybrand
L.L.P., independent accountants,  given on the authority of that firm as experts
in accounting and auditing.

                                 INDEMNIFICATION

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

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

                                     - 10 -
FORM S-8

PART II:  UNDERTAKINGS AND OTHER INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Documents by Reference

          See Prospectus,  "Available  Information,"  page 3 and "Description of
Capital Stock," page 7.

Item 4.   Description of Securities

          Not applicable.

Item 5.  Interest of Named Experts and Counsel

         The consolidated financial statements and financial statement schedules
of the  Corporation  as of  September  30, 1996 and 1995 and for the years ended
September  30,  1996,   1995  and  1994,   incorporated  by  reference  in  this
Registration  Statement,  have been  incorporated  herein in  reliance  upon the
report of  Coopers  &  Lybrand  L.L.P.,  independent  accountants,  given on the
authority of that firm as experts in accounting and auditing.

Item 6.  Indemnification of Directors and Officers

         Reference  is  made  to  Article  Tenth  of the  registrant's  Restated
Certificate of Incorporation filed as Exhibit 3.1 to the Registrant's  Quarterly
Report on Form 10-Q for the quarter ended June 30, 1988,  which is  incorporated
by  reference  for  information  concerning  indemnification  of  directors  and
officers.  Section 145 of the  General  Corporation  Law of Delaware  permits or
requires  indemnification  of officers  and  directors in the event that certain
statutory standards of conduct are met. However,  reference is made to Item 9(d)
with respect to  indemnification  for  liabilities  arising under the Securities
Act.

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

Item 7.  Exemption from Registration Claimed

         Not applicable.

                                      II-1
Item 8.  List of Exhibits

10.      (1)      1991 Stock Option Plan (Incorporated by reference to Exhibit A
                  to Proxy Statement dated December 10, 1996).

         (2)       Incentive Stock Option Agreement Form.

         (3)       Non-Statutory Stock Option Agreement Form.

23.                Consents

         (1)       Coopers & Lybrand L.L.P.

Item 9.   Undertakings

         (a)      The undersigned registrant hereby undertakes:

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

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

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

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

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

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

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Middlebury,  State of Connecticut,  on the 5th day of
September, 1997.

                        GENERAL DATACOMM INDUSTRIES, INC.

                         By: ___________________________
                               Charles P. Johnson
                               Chairman of the Board

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

Signature                                   Title                 Date

/s/ CHARLES P. JOHNSON    Chairman of the Board              September 5, 1997
Charles P. Johnson        and Chief Executive Officer

/S/ WILLIAM S. LAWRENCE  Senior Vice President, Finance     September 5, 1997
William S. Lawrence       and Chief Financial Officer

/S/ WILLIAM G. HENRY      Vice President, Corporate          September 5, 1997
William G. Henry          Controller and Principal
                          Accounting Officer

/S/ HOWARD S. MODLIN
Howard S. Modlin          Director and Secretary             September 5, 1997

/S/ FREDERICK R. CRONIN
Frederick R. Cronin       Director and Vice President,       September 5, 1997
                          Corporate Technology

/S/ LEE M. PASCHALL
Lee M. Paschall           Director                           September 5, 1997

/S/ JOHN L. SEGALL
John L. Segall            Director                           September 5, 1997

                                      II-4