GENERAL DATACOMM INDUSTRIES INC
DEFA14A, 1999-05-26
TELEPHONE & TELEGRAPH APPARATUS
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                              M E M O R A N D U M


TO:      All Employees

FROM:    W. G. Henry

DATE:    May 26, 1999

SUBJECT: Special Stockholders' Meeting on June 18, 1999
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The Board of Directors of GDC has called for a special  stockholders' meeting on
June 18, 1999 for the purpose of authorizing additional shares of common stock.

Since  many  employees  of GDC are also  shareholders,  I am  writing  to you to
encourage  you to vote in favor of the  proposal  to  authorize  the  additional
common shares. Proxy cards are now being mailed to all shareholders.

The additional shares are needed for a number of reasons, not the least of which
is to assure that we can continue the employee stock purchase plan and the stock
option program for employees.

In  addition,  the  Company  needs to know that,  if  necessary,  it can look to
issuing  common  stock  to  provide  working  capital  to fund  the new  product
developments and to support the new business unit initiatives  necessary to make
GDC successful.

As chief financial officer, I need the maximum flexibility to meet the Company's
financial  requirements  in the best  interests of all  stockholders  as well as
employees. Your vote in favor of the proposal would help me achieve this.

Please sign, date and return your proxy card as soon as possible.

Sincerely,

/S/ William G. Henry



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