As filed with the Securities and Exchange Commission on July 27, 1994
Registration No. 33-54417
_____________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_______
GENERAL DATACOMM INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-0853856
(State or other jurisdiction of the (IRS Employer Identification No.)
incorporation or organization)
1579 Straits Turnpike, Middlebury, Connecticut 06762-1299
(203) 574-1118
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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).
Approximate date of commencement of proposed sale to public: From time to
time after this Registration Statement becomes effective.
<PAGE> 2
PROSPECTUS
1,250,000 Shares
GENERAL DATACOMM INDUSTRIES, INC.
COMMON STOCK
This prospectus relates to the offering of 1,250,000 shares of
Common Stock ("Shares") of General Datacomm Industries, Inc.
(the "Corporation") which are held by the Selling Stockholders
named herein (see "Selling Stockholders").
The Corporation will not receive any proceeds from the sale of
Shares by the Selling Stockholders. All expenses incurred in
connection with this offering are being borne by the
Corporation, other than any commissions or discounts paid or
allowed by the Selling Stockholders to underwriters, dealers,
brokers or agents.
The Selling Stockholders have not advised the Corporation of
any specific plans for the distribution of the Shares, but it is
anticipated that the Shares may be sold from time to time in
transactions (which may include block transactions) on the New
York Stock Exchange, Inc. at the market prices then prevailing.
Sales of the Shares may also be made through negotiated
transactions or otherwise. The Selling Stockholders and the
brokers and dealers through which the sales of the Shares may be
made may be deemed to be "underwriters" within the meaning set
forth in the Securities Act of 1933, as amended, and their
commissions and discounts and other compensation may be regarded
as underwriters' compensation. See "Plan of Distribution."
The Common Stock is traded on the New York Stock Exchange, Inc.
under the symbol "GDC." The last reported sale price of the
Common Stock as reported on the New York Stock Exchange, Inc. on
July 26, 1994 was $15.25 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
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 July 27, 1994.
<PAGE> 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-3 and
has duly caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on the 27th day of July,
1994.
GENERAL DATACOMM INDUSTRIES, INC.
Charles P. Johnson, Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this amendment to the registration statement has been signed below by
the following persons in the capacities and on the dates indicated.
Signature Title Date
____________________ Chairman of the Board July 27, 1994
Charles P. Johnson and Chief Executive Officer
____________________ Vice President-Finance July 27, 1994
William S. Lawrence and Chief Financial Officer
____________________ Corporate Controller July 27, 1994
William G. Henry and Principal Accounting Officer
____________________ Director July 27, 1994
Howard S. Modlin
___________________ Director July 27, 1994
Frederick R. Cronin
___________________ Director July , 1994
Lee M. Paschall
___________________ Director July , 1994
John L. Segall
<PAGE> 4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement of General DataComm Industries, Inc. and
Subsidiaries on Form S-3 (File No. 33-54417) of our reports
dated October 21, 1993, except as to the information presented
in Notes 2 and 5 of the "Notes to Consolidated Financial
Statements," for which the dates are November 24, 1993 and
November 30, 1993, respectively, on our audits of the
consolidated financial statements and financial statement
schedules of General DataComm Industries, Inc. and Subsidiaries
as of September 30, 1993 and 1992 and for the years ended
September 30, 1993, 1992 and 1991, which reports are
incorporated by reference or included in the 1993 Annual Report
on Form 10-K. We also consent to the reference to our firm
under the caption "Experts."
COOPERS & LYBRAND
Stamford, Connecticut
July 27, 1994
