As filed with the Securities and Exchange Commission on October 22, 1999
                                                   Registration No. 333-
          -------------------------------------------------------------

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

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

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

                             1998 STOCK OPTION PLAN
                             ----------------------
                            (Full title of the plan)

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


                         CALCULATION OF REGISTRATION FEE

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

Common Stock, par
value $.10 per share    1,500,000      $2.78(1)     $4,170,000    $1,159.26

(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 October 20, 1999,
on the New York Stock Exchange, Inc.


<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


<PAGE>

                                   PROSPECTUS

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

                             1998 Stock Option Plan

                1,500,000 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  and  directors  of the  Corporation  and its  subsidiaries  as may be
granted  options to purchase shares pursuant to its 1998 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  ("Securities  Act"),  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 October 22, 1999

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


<PAGE>

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

                                TABLE OF CONTENTS
                                                                          PAGE
                                                                          ----
REGISTRATION STATEMENT .....................................................2
AVAILABLE INFORMATION ......................................................3
GENERAL INFORMATION ........................................................3
1998 STOCK OPTION PLAN .....................................................4
FEDERAL INCOME TAX CONSEQUENCES ............................................6
DESCRIPTION OF CAPITAL STOCK ...............................................6
LEGAL MATTERS ..............................................................9
EXPERTS ....................................................................9
INDEMNIFICATION ............................................................9

                             REGISTRATION STATEMENT

         General DataComm  Industries,  Inc. (the  "Corporation") has filed with
the Securities and Exchange Commission, Washington, DC, a Registration Statement
(hereinafter,  as amended to date, referred to as the "Registration  Statement")
on Form S-8  (File  No.  333------)  under  the  Securities  Act in  respect  of
1,500,000 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 and
nonemployee  directors  of  the  Corporation  and  its  subsidiaries  under  the
Corporation's 1998 Stock Option Plan (the "1998 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  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 their
entirety by such reference.

                                       2
<PAGE>

                              AVAILABLE INFORMATION

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

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

         1.   The Corporation's annual report on Form 10-K for the year ended
September 30, 1998.

         2.   The  Corporation's  proxy  statement  dated December 14, 1998 with
respect to its annual meeting of shareholders held on February 4, 1999 and proxy
statement  dated May 13, 1999 with respect to its,  1999 and special  meeting of
stockholders held on June 18, 1999.

         3.   The  Corporation's  quarterly  reports on Form 10-Q for the
quarters ended December 31, 1998,  March 31, 1999 and June 30, 1999.

         4.   The Corporation's current report on Form 8-K as amended dated
May 14, 1999.

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


                               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.


                                        3

<PAGE>

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


                             1998 ST0CK OPTION PLAN

Purpose and Eligibility

         The 1998  Plan was  originally adopted  by the  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  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 and non-employee
directors,  by the grant of non-statutory  stock options up to a present maximum
of  1,500,000  shares.  At all  times  a  minimum  of  20% of the  Corporation's
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 the  Chairman  of the Board of the  Corporation,  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 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.  It is presently expected that  approximately  1,100 employees and
all three non-employee  directors are eligible to receive options under the 1998
Plan.

Shares Available and Exercise of Options

         The 1998  Plan  provides  for  options  to  purchase  an  aggregate  of
1,500,000 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 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.

                                       4
<PAGE>

         The option price of the  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  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
Common  Stock of the  Corporation  valued at the market price for such shares at
the time of exercise.

         As of September 30, 1999, 1,519,625 options  have been granted  under
the 1998 Plan to 389 employees at an average  exercise price of $3.20. Of such
granted options, none have been exercised, 1,260,935 remain outstanding, 258,690
have been canceled and 239,065 options remain  available for grant at such date.
Options may not be granted under the 1998 Plan after April 22, 2008.

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  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 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.

Modification

           The 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.

                                        5
<PAGE>

                         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 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%.

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

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 on its Common Stock, 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.

         Upon  liquidation,  dissolution  or  winding  up of the  affairs of the
Corporation,  the holders of the Common  Stock,  ratably with the holders of the
Class B Stock (which are considered for this purpose as one class), are entitled
to 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, if any,

                                       6
<PAGE>

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 30, 1999 amounted to $20 million).  The
Common Stock is not convertible  into shares of any other equity security of the
Corporation.

         The Common Stock is freely transferable.

Class B Stock

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

         Dividends on the Class B Stock will be declared and 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, 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 liquidation or insolvency,  each share of Class B Stock
will be entitled to share ratably with the Common Stock in the assets  remaining
after payment of all debts and other claims of creditors,  subject to the rights
of any Preferred  Stock  outstanding  (the  liquidation  preference of Preferred
Stock outstanding at September 30, 1999 amounted to $20 million).

         Holders of Class B Stock may elect at any time to convert any or all of
such shares back into shares of 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.

Special Voting Requirements

         The  Corporation's  Certificate of  Incorporation  contains a provision
requiring  a  two-thirds   vote  on  mergers,   consolidations   or  a  sale  of
substantially all of the  Corporation's  assets. It also contains a "fair price"
provision  requiring all stockholders 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

                                       7
<PAGE>

the stockholders and may be considered to have the effect of discouraging tender
offers,  takeover attempts,  acquisitions or business combinations involving the
Corporation.  That provision also requires that business combinations  involving
the Corporation and certain "Acquiring  Persons" (i.e., a person or entity which
directly or  indirectly  owns or controls at least 5% of the voting stock of the
Corporation)  be  approved by the holders of  four-fifths  of the  Corporation's
outstanding  shares  entitled to vote  (other  than shares held by an  Acquiring
Person with which or by or on whose behalf a business  combination  is proposed)
unless such business combination either:

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

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

Anti-Takeover Statute

         Section  203  of the  Delaware  General  Corporation  Law  ("DGCL")  is
applicable to corporate takeovers in Delaware. Subject to certain exceptions set
forth  therein,  Section 203 of the DGCL provides  that a corporation  shall not
engage in any  business  combination  with any  "interested  stockholder"  for a
three-year period following the date that such stockholder becomes an interested
stockholder  unless  (a)  prior to such  date,  the  board of  directors  of the
corporation  approved either the business  combination or the transaction  which
resulted  in the  stockholder  becoming  an  interested  stockholder;  (b)  upon
consummation  of the transaction  which resulted in the stockholder  becoming an
interested  stockholder,  the interested  stockholder  owned at least 85% of the
voting  stock  of the  corporation  outstanding  at  the  time  the  transaction
commenced  (excluding  certain shares) or (c) on or subsequent to such date, the
business  combination  is approved by the board of directors of the  corporation
and by the affirmative vote of at least 66 2/3% of the outstanding  voting stock
which is not owned by the interested stockholder.

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

Preferred Stock

         The  Preferred  Stock,   including  the   Corporation's  9%  Cumulative
Convertible Exchangeable Preferred Stock ("9% Preferred Stock") may be issued in
one or more  series from time to time by action of the Board of  Directors.  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

                                       8
<PAGE>

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

Registrar and Transfer Agent

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

                                  LEGAL MATTERS

         The legality of the shares  offered by this  Prospectus has been passed
upon by Messrs.  Weisman Celler Spett & Modlin, P.C., 445 Park Avenue, New York,
New York 10022. As of September 30, 1999,  members of the firm of Weisman Celler
Spett & Modlin,  P.C.  beneficially owned 6,750 shares of the Class B Stock, and
the firm  owned  90,535  shares of Common  Stock of the  Corporation.  Howard S.
Modlin, a member of such firm, is Secretary and a director of the Corporation.


                                     EXPERTS

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


                                 INDEMNIFICATION

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

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

                                       9
<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 6.

Item 4. Description of Securities

         Not applicable.

Item 5. Interest of Named Experts and Counsel

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

Item 6. Indemnification of Directors and Officers

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

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

Item 7. Exemption from Registration Claimed

         Not applicable.

Item 8.  List of Exhibits

10.      (1)  1998 Stock Option Plan
         (2)  Non-Statutory Stock Option Agreement form - employee
         (3)  Non-Statutory Stock Option Agreement form - non-employee directors

                                      II-1
<PAGE>

 23.     Consents

         (1)  PricewaterhouseCoopers LLP

Item 9. Undertakings

         (a) The undersigned registrant hereby undertakes:

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

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

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

         (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

                                       II-2

<PAGE>

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 22nd day of
October, 1999.

                                              GENERAL DATACOMM INDUSTRIES, INC.

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

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

Signature                             Title                          Date

/S/ CHARLES P. JOHNSON         Chairman of the Board         October 22, 1999
Charles P. Johnson             and Chief Executive Officer


/S/ WILLIAM G. HENRY           Vice President, Finance       October 22, 1999
William G. Henry               Chief  Financial Officer
                               and Principal Accounting Officer


/S/ HOWARD S. MODLIN           Director and Secretary        October 22, 1999
Howard S. Modlin


/S/ FREDERICK R. CRONIN        Director and Vice President,  October 22, 1999
Frederick R. Cronin            Corporate Technology


/S/ LEE M. PASCHALL            Director                      October 22, 1999
Lee M. Paschall


/S/ JOHN L. SEGALL             Director                      October 22, 1999
John L. Segall



                                       II-4

<PAGE>



                       CONSENT OF INDEPENDENT ACCOUNTANTS

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



/S/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Stamford, Connecticut
October 22, 1999
[{"type": "S-8", "sequence": "1", "description": "1998 STOCK OPTION PLAN", "secsgml_size_bytes": 41723}]
{"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": "333-89571", "film-number": "99732530"}, "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 October 22, 1999
                                                   Registration No. 333-
          -------------------------------------------------------------

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

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

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

                             1998 STOCK OPTION PLAN
                             ----------------------
                            (Full title of the plan)

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

                         CALCULATION OF REGISTRATION FEE

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

Common Stock, par
value $.10 per share    1,500,000      $2.78(1)     $4,170,000    $1,159.26

(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 October 20, 1999,
on the New York Stock Exchange, Inc.
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
PROSPECTUS

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

                             1998 Stock Option Plan

                1,500,000 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  and  directors  of the  Corporation  and its  subsidiaries  as may be
granted  options to purchase shares pursuant to its 1998 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  ("Securities  Act"),  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 October 22, 1999

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

                                TABLE OF CONTENTS
                                                                          PAGE
                                                                          ----
REGISTRATION STATEMENT .....................................................2
AVAILABLE INFORMATION ......................................................3
GENERAL INFORMATION ........................................................3
1998 STOCK OPTION PLAN .....................................................4
FEDERAL INCOME TAX CONSEQUENCES ............................................6
DESCRIPTION OF CAPITAL STOCK ...............................................6
LEGAL MATTERS ..............................................................9
EXPERTS ....................................................................9
INDEMNIFICATION ............................................................9

                             REGISTRATION STATEMENT

         General DataComm  Industries,  Inc. (the  "Corporation") has filed with
the Securities and Exchange Commission, Washington, DC, a Registration Statement
(hereinafter,  as amended to date, referred to as the "Registration  Statement")
on Form S-8  (File  No.  333------)  under  the  Securities  Act in  respect  of
1,500,000 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 and
nonemployee  directors  of  the  Corporation  and  its  subsidiaries  under  the
Corporation's 1998 Stock Option Plan (the "1998 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  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 their
entirety by such reference.

                                       2
AVAILABLE INFORMATION

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

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

         1.   The Corporation's annual report on Form 10-K for the year ended
September 30, 1998.

         2.   The  Corporation's  proxy  statement  dated December 14, 1998 with
respect to its annual meeting of shareholders held on February 4, 1999 and proxy
statement  dated May 13, 1999 with respect to its,  1999 and special  meeting of
stockholders held on June 18, 1999.

         3.   The  Corporation's  quarterly  reports on Form 10-Q for the
quarters ended December 31, 1998,  March 31, 1999 and June 30, 1999.

         4.   The Corporation's current report on Form 8-K as amended dated
May 14, 1999.

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

                               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.

                                        3
Any  optionee who may be deemed an  affiliate  of the  Corporation,  as
defined in Rule 405 issued under the  Securities  Act must utilize an exemption,
including  Rule 144, from the  registration  provisions of the Securities Act to
sell shares  received  pursuant to the  exercise of an option  unless a separate
prospectus is in effect.

                             1998 ST0CK OPTION PLAN

Purpose and Eligibility

         The 1998  Plan was  originally adopted  by the  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  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 and non-employee
directors,  by the grant of non-statutory  stock options up to a present maximum
of  1,500,000  shares.  At all  times  a  minimum  of  20% of the  Corporation's
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 the  Chairman  of the Board of the  Corporation,  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 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.  It is presently expected that  approximately  1,100 employees and
all three non-employee  directors are eligible to receive options under the 1998
Plan.

Shares Available and Exercise of Options

         The 1998  Plan  provides  for  options  to  purchase  an  aggregate  of
1,500,000 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 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.

                                       4
The option price of the  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  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
Common  Stock of the  Corporation  valued at the market price for such shares at
the time of exercise.

         As of September 30, 1999, 1,519,625 options  have been granted  under
the 1998 Plan to 389 employees at an average  exercise price of $3.20. Of such
granted options, none have been exercised, 1,260,935 remain outstanding, 258,690
have been canceled and 239,065 options remain  available for grant at such date.
Options may not be granted under the 1998 Plan after April 22, 2008.

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  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 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.

Modification

           The 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.

                                        5
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 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%.

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

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 on its Common Stock, 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.

         Upon  liquidation,  dissolution  or  winding  up of the  affairs of the
Corporation,  the holders of the Common  Stock,  ratably with the holders of the
Class B Stock (which are considered for this purpose as one class), are entitled
to 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, if any,

                                       6
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 30, 1999 amounted to $20 million).  The
Common Stock is not convertible  into shares of any other equity security of the
Corporation.

         The Common Stock is freely transferable.

Class B Stock

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

         Dividends on the Class B Stock will be declared and 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, 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 liquidation or insolvency,  each share of Class B Stock
will be entitled to share ratably with the Common Stock in the assets  remaining
after payment of all debts and other claims of creditors,  subject to the rights
of any Preferred  Stock  outstanding  (the  liquidation  preference of Preferred
Stock outstanding at September 30, 1999 amounted to $20 million).

         Holders of Class B Stock may elect at any time to convert any or all of
such shares back into shares of 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.

Special Voting Requirements

         The  Corporation's  Certificate of  Incorporation  contains a provision
requiring  a  two-thirds   vote  on  mergers,   consolidations   or  a  sale  of
substantially all of the  Corporation's  assets. It also contains a "fair price"
provision  requiring all stockholders 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

                                       7
the stockholders and may be considered to have the effect of discouraging tender
offers,  takeover attempts,  acquisitions or business combinations involving the
Corporation.  That provision also requires that business combinations  involving
the Corporation and certain "Acquiring  Persons" (i.e., a person or entity which
directly or  indirectly  owns or controls at least 5% of the voting stock of the
Corporation)  be  approved by the holders of  four-fifths  of the  Corporation's
outstanding  shares  entitled to vote  (other  than shares held by an  Acquiring
Person with which or by or on whose behalf a business  combination  is proposed)
unless such business combination either:

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

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

Anti-Takeover Statute

         Section  203  of the  Delaware  General  Corporation  Law  ("DGCL")  is
applicable to corporate takeovers in Delaware. Subject to certain exceptions set
forth  therein,  Section 203 of the DGCL provides  that a corporation  shall not
engage in any  business  combination  with any  "interested  stockholder"  for a
three-year period following the date that such stockholder becomes an interested
stockholder  unless  (a)  prior to such  date,  the  board of  directors  of the
corporation  approved either the business  combination or the transaction  which
resulted  in the  stockholder  becoming  an  interested  stockholder;  (b)  upon
consummation  of the transaction  which resulted in the stockholder  becoming an
interested  stockholder,  the interested  stockholder  owned at least 85% of the
voting  stock  of the  corporation  outstanding  at  the  time  the  transaction
commenced  (excluding  certain shares) or (c) on or subsequent to such date, the
business  combination  is approved by the board of directors of the  corporation
and by the affirmative vote of at least 66 2/3% of the outstanding  voting stock
which is not owned by the interested stockholder.

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

Preferred Stock

         The  Preferred  Stock,   including  the   Corporation's  9%  Cumulative
Convertible Exchangeable Preferred Stock ("9% Preferred Stock") may be issued in
one or more  series from time to time by action of the Board of  Directors.  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

                                       8
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 September 30, 1999, 800,000  shares  of  9%  Preferred   Stock  were
outstanding,  with a total  liquidation  preference of $25.00 per share,  or $20
million.  Each share of the outstanding 9% Preferred  Stock is convertible  into
Common Stock at $13.65 per share,  or the  equivalent of 1.8315 shares of Common
Stock for each share of 9% Preferred  Stock.  The  Corporation has the option to
exchange the 9% Preferred Stock for 9% Convertible  Subordinated  Debentures due
2006  ("Debentures")  at the rate of $25.00  principal  amount of Debentures for
each share of 9% Preferred  Stock  outstanding  at the time of exchange.  The 9%
Preferred Stock cannot be redeemed by the Corporation before September 30, 1999.

Registrar and Transfer Agent

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

                                  LEGAL MATTERS

         The legality of the shares  offered by this  Prospectus has been passed
upon by Messrs.  Weisman Celler Spett & Modlin, P.C., 445 Park Avenue, New York,
New York 10022. As of September 30, 1999,  members of the firm of Weisman Celler
Spett & Modlin,  P.C.  beneficially owned 6,750 shares of the Class B Stock, and
the firm  owned  90,535  shares of Common  Stock of the  Corporation.  Howard S.
Modlin, a member of such firm, is Secretary and a director of the Corporation.

                                     EXPERTS

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

                                 INDEMNIFICATION

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

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

                                       9
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 6.

Item 4. Description of Securities

         Not applicable.

Item 5. Interest of Named Experts and Counsel

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

Item 6. Indemnification of Directors and Officers

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

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

Item 7. Exemption from Registration Claimed

         Not applicable.

Item 8.  List of Exhibits

10.      (1)  1998 Stock Option Plan
         (2)  Non-Statutory Stock Option Agreement form - employee
         (3)  Non-Statutory Stock Option Agreement form - non-employee directors

                                      II-1
23.     Consents

         (1)  PricewaterhouseCoopers LLP

Item 9. Undertakings

         (a) The undersigned registrant hereby undertakes:

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

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

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

         (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

                                       II-2
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 22nd day of
October, 1999.

                                              GENERAL DATACOMM INDUSTRIES, INC.

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

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

Signature                             Title                          Date

/S/ CHARLES P. JOHNSON         Chairman of the Board         October 22, 1999
Charles P. Johnson             and Chief Executive Officer

/S/ WILLIAM G. HENRY           Vice President, Finance       October 22, 1999
William G. Henry               Chief  Financial Officer
                               and Principal Accounting Officer

/S/ HOWARD S. MODLIN           Director and Secretary        October 22, 1999
Howard S. Modlin

/S/ FREDERICK R. CRONIN        Director and Vice President,  October 22, 1999
Frederick R. Cronin            Corporate Technology

/S/ LEE M. PASCHALL            Director                      October 22, 1999
Lee M. Paschall

/S/ JOHN L. SEGALL             Director                      October 22, 1999
John L. Segall

                                       II-4
CONSENT OF INDEPENDENT ACCOUNTANTS

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

/S/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Stamford, Connecticut
October 22, 1999