AMENDED BY-LAWS

                                       OF

                        GENERAL DATACOMM INDUSTRIES, INC.

                            (A Delaware Corporation)
                               As of July 22, 1999


                                    ARTICLE I

                                  STOCKHOLDERS

              1. CERTIFICATES  REPRESENTING  STOCK. Every holder of stock in the
corporation  shall be entitled to have a  certificate  signed by, or in the name
of, the corporation by the Chairman or  Vice-Chairman of the Board of Directors,
if any, or by the  President  or a  Vice-President  and by the  Treasurer  or an
Assistant   Treasurer  or  the  Secretary  or  an  Assistant  Secretary  of  the
corporation certifying the number of shares owned by him in the corporation.  If
such certificate is countersigned by a transfer agent other than the corporation
or its employee or by a registrar  other than the  corporation  or its employee,
any other signature on the certificate may be a facsimile.  In case any officer,
transfer  agent,  or registrar who has signed or whose  facsimile  signature has
been placed upon a certificate  shall have ceased to be such  officer,  transfer
agent, or registrar before such  certificate is issued,  it may be issued by the
corporation with the same effect as if he were such officer,  transfer agent, or
registrar at the date of issue.

                      Whenever the corporation shall be authorized to issue more
    than one class of stock or more than one  series of any class of stock,  and
    whenever the corporation  shall issue any shares of its stock as partly paid
    stock, the certificates  representing  shares of any such class or series or
    of any such  partly  paid  stock  shall set  forth  thereon  the  statements
    prescribed by the General  Corporation Law. Any restrictions on the transfer
    or  registration  of  transfer of any shares of stock of any class or series
    shall be noted conspicuously on the certificate representing such shares.

                      The  corporation  may issue a new  certificate of stock in
    place of any  certificate  theretofore  issued by it,  alleged  to have been
    lost, stolen, or destroyed, and the Board of Directors may require the owner
    of any lost, stolen, or destroyed certificate,  or his legal representative,
    to give the  corporation  a bond  sufficient  to indemnify  the  corporation
    against  any claim that may be made  against  it on  account of the  alleged
    loss,  theft, or destruction of any such  certificate or the issuance of any
    such new certificate.

                  2. FRACTIONAL SHARE INTERESTS.  The corporation may, but shall
    not be required  to, issue  fractions  of a share.  In lieu thereof it shall
    either pay in cash the fair value of fractions of a share,  as determined by
    the  Board  of  Directors,  to those  entitled  thereto  or  issue  scrip or
    fractional  warrants  in  registered  or  bearer  form  over the  manual  or
    facsimile signature of an officer of the corporation or of its agent,

<PAGE>


    exchangeable  as  therein  provided  for  full  shares,  but  such  scrip or
    fractional  warrants  shall  not  entitle  the  holder  to any  rights  of a
    stockholder  except as therein provided.  Such scrip or fractional  warrants
    may be issued  subject to the  condition  that the same shall become void if
    not exchanged for  certificates  representing  full shares of stock before a
    specified  date,  or subject to the  condition  that the shares of stock for
    which such scrip or fractional  warrants are exchangeable may be sold by the
    corporation  and the  proceeds  thereof  distributed  to the holders of such
    scrip or fractional  warrants,  or subject to any other conditions which the
    Board of Directors may determine.

                      3.  STOCK  TRANSFERS.   Upon  compliance  with  provisions
    restricting  the transfer or registration of transfer of shares of stock, if
    any,  transfers  or  registration  of  transfers  of  shares of stock of the
    corporation shall be made only on the stock ledger of the corporation by the
    registered holder thereof, or by his attorney thereunto  authorized by power
    of attorney duly executed and filed with the Secretary of the corporation or
    with a  transfer  agent or a  registrar,  if any,  and on  surrender  of the
    certificate or certificates  for such shares of stock properly  endorsed and
    the payment of all taxes due thereon.

                  4.   RECORD  DATE  FOR   STOCKHOLDERS.   For  the  purpose  of
    determining the stockholders entitled to notice of or to vote at any meeting
    of  stockholders  or  any  adjournment   thereof,  or  for  the  purpose  of
    determining  stockholders  entitled  to receive  payment of any  dividend or
    other  distribution or the allotment of any rights,  or entitled to exercise
    any rights in respect of any change,  conversion,  or exchange of stock,  or
    for the  purpose of any other  lawful  action,  the  directors  may fix,  in
    advance,   a  date  as  the  record  date  for  any  such  determination  of
    stockholders.  Such date shall not be more than sixty days nor less than ten
    days before the date of such meeting,  nor more than sixty days prior to any
    other  action.  If no  record  date  is  fixed,  the  record  date  for  the
    determination of stockholders  entitled to notice of or to vote at a meeting
    of stockholders  shall be at the close of business on the day next preceding
    the day on which notice is given,  or, if notice is waived,  at the close of
    business on the day next preceding the day on which the meeting is held; the
    record date for determining  stockholders  for any other purpose shall be at
    the close of business on the day on which the Board of Directors  adopts the
    resolution relating thereto.  When a determination of stockholders of record
    entitled  to notice of or to vote at any  meeting of  stockholders  has been
    made as provided in this paragraph,  such  determination  shall apply to any
    adjournment thereof; provided,  however, that the Board of Directors may fix
    a new record date for the adjourned meeting.

                      5. MEANING OF CERTAIN TERMS.  As used herein in respect of
    the right to notice of a meeting of  stockholders  or a waiver thereof or to
    participate  or vote  thereat,  as the case  may be,  the  term  "share"  or
    "shares"  or  "share  of stock" or  "shares  of stock" or  "stockholder"  or
    "stockholders"  refers to an  outstanding  share or shares of stock and to a
    holder  or  holders  of  record  of  outstanding  shares  of stock  when the
    corporation  is authorized  to issue only one class of shares of stock,  and
    said reference is also intended to include any  outstanding  share or shares
    of stock and any holder or holders of record of outstanding  shares of stock
    of any  class  upon  which or upon  whom the  certificate  of  incorporation
    confers such rights where there are two or

                                       2
<PAGE>

more classes or series of shares of stock or upon which or upon whom the General
Corporation  Law confers such rights  notwithstanding  that the  certificate  of
incorporation  may provide for more than one class or series of shares of stock,
one or more of which are  limited or denied such  rights  thereunder;  provided,
however, that no such right shall vest in the event of an increase or a decrease
in the  authorized  number of  shares  of stock of any class or series  which is
otherwise  denied  voting  rights under the  provisions  of the  certificate  of
incorporation.

                       6.  STOCKHOLDER MEETINGS.

                       - TIME.  The annual meeting shall be held on the date and
    at the time fixed,  from time to time, by the directors.  A special  meeting
    shall be held on the date and at the time fixed by the directors.

                        - PLACE.  Annual meetings and special  meetings shall be
    held at such  place,  within  or  without  the  State  of  Delaware,  as the
    directors may, from time to time fix.  Whenever the directors  shall fail to
    fix such place,  the meeting shall be held at the  registered  office of the
    corporation in the State of Delaware.

                        - CALL.  Annual meetings and special meetings may be
    called by the directors or by any officer instructed by the directors to
    call the meeting.

                        - NOTICE  OR  WAIVER OF  NOTICE.  Written  notice of all
    meetings  shall be given,  stating the place,  date, and hour of the meeting
    and stating the place within the city or other  municipality or community at
    which the list of  stockholders  of the  corporation  may be  examined.  The
    notice of an annual  meeting  shall state that the meeting is called for the
    election of directors and for the  transaction  of other  business which may
    properly  come before the  meeting,  and shall,  (if any other  action which
    could be taken at a special  meeting is to be taken at such annual  meeting)
    state the purpose or purposes.  The notice of a special meeting shall in all
    instances state the purpose or purposes for which the meeting is called.  If
    any  action  is  proposed  to  be  taken  which  would,  if  taken,  entitle
    stockholders to receive payment for their shares of stock,  the notice shall
    include a statement of that purpose and to that effect.  Except as otherwise
    provided by the General Corporation Law, a copy of the notice of any meeting
    shall be given,  personally or by mail, not less than ten days nor more than
    sixty  days  before  the  date  of the  meeting,  unless  the  lapse  of the
    prescribed  period of time  shall have been  waived,  and  directed  to each
    stockholder at his record address or at such other address which he may have
    furnished by request in writing to the Secretary of the corporation.  Notice
    by mail shall be deemed to be given when  deposited,  with  postage  thereon
    prepaid,  in the United  States  mail.  If a meeting is adjourned to another
    time, not more than thirty days hence,  and/or to another  place,  and if an
    announcement  of the adjourned time and/or place is made at the meeting,  it
    shall not be necessary to give notice of the  adjourned  meeting  unless the
    directors,  after  adjournment,  fix a new  record  date  for the  adjourned
    meeting.  Notice need not be given to any  stockholder who submits a written
    waiver of notice by him before or after the time stated therein.  Attendance
    of a person at a meeting of stockholders shall constitute a waiver of notice
    of such meeting, except when the stockholder attends a meeting for the

                                       3
<PAGE>

    express  purpose of  objecting,  at the  beginning  of the  meeting,  to the
    transaction  of any business  because the meeting is not lawfully  called or
    convened.  Neither the business to be transacted at, nor the purpose of, any
    regular or special  meeting of the  stockholders  need be  specified  in any
    written waiver of notice.

                   - STOCKHOLDER  LIST.  The officer who has charge of the stock
    ledger of the  corporation  shall prepare and make, at least ten days before
    every meeting of stockholders, a complete list of the stockholders, arranged
    in alphabetical  order,  and showing the address of each stockholder and the
    number of shares registered in the name of each stockholder. Such list shall
    be open to the  examination of any  stockholder,  for any purpose germane to
    the meeting,  during ordinary  business hours,  for a period of at least ten
    days  prior  to the  meeting,  either  at a place  within  the city or other
    municipality or community where the meeting is to be held, which place shall
    be specified in the notice of the meeting,  or if not so  specified,  at the
    place where the meeting is to be held.  The list shall also be produced  and
    kept at the time and place where the  meeting is to be held.  The list shall
    also be produced  and kept at the time and place of the  meeting  during the
    whole time thereof,  and may be inspected by any stockholder who is present.
    The stock ledger shall be the only  evidence as to who are the  stockholders
    entitled to examine the stock  ledger,  the list required by this section or
    the books of the corporation, or to vote at any meeting of stockholders.

                  - CONDUCT OF MEETING.  Meetings of the  stockholders  shall be
    presided over by one of the following officers in the order of seniority and
    if present and acting - the Chairman of the Board, if any, the Vice-Chairman
    of the Board, if any, the President,  a  Vice-President,  or, if none of the
    foregoing is in office and present and acting, by a chairman to be chosen by
    the stockholders.  The Secretary of the corporation,  or in his absence,  an
    Assistant Secretary, shall act as secretary of every meeting, but if neither
    the  Secretary  nor an  Assistant  Secretary  is present the Chairman of the
    meeting shall appoint a secretary of the meeting.

                  -  PROXY  REPRESENTATION.   Every  stockholder  may  authorize
    another  person or persons to act for him by proxy in all matters in which a
    stockholder  is entitled to  participate,  whether by waiving  notice of any
    meeting,  voting or  participating  at a meeting,  or expressing  consent or
    dissent without a meeting.  Every proxy must be signed by the stockholder or
    by his  attorney-in-fact.  No proxy shall be voted or acted upon after three
    years from its date unless such proxy provides for a longer  period.  A duly
    executed proxy shall be irrevocable if it states that it is irrevocable and,
    if, and only as long as, it is coupled with an interest sufficient in law to
    support an irrevocable power. A proxy may be made irrevocable  regardless of
    whether  the  interest  with which it is coupled is an interest in the stock
    itself or an interest in the corporation generally.

                                       4
<PAGE>

                   - INSPECTORS  AND JUDGES.  The  directors,  in advance of any
    meeting,  may, but need not,  appoint one or more  inspectors of election or
    judges  of the  vote,  as the  case  may be,  to act at the  meeting  or any
    adjournment  thereof.  If an inspector or  inspectors or judge or judges are
    not  appointed,  the person  presiding  at the  meeting  may,  but need not,
    appoint  one or more  inspectors  or  judges.  In case any person who may be
    appointed  as an  inspector or judge fails to appear or act, the vacancy may
    be filled by appointment  made by the directors in advance of the meeting or
    at the meeting by the person presiding thereat.  Each inspector or judge, if
    any, before  entering upon the discharge of his duties,  shall take and sign
    an oath  faithfully  to  execute  the duties of  inspector  or judge at such
    meeting with strict  impartiality  and according to the best of his ability.
    The inspectors or judges,  if any,  shall  determine the number of shares of
    stock  outstanding  and the  voting  power  of  each,  the  shares  of stock
    represented  at the meeting,  the  existence  of a quorum,  the validity and
    effect of proxies,  and shall receive votes,  ballots or consents,  hear and
    determine all challenges and questions  arising in connection with the right
    to vote,  count and tabulate all votes,  ballots or consents,  determine the
    result,  and do such acts as are proper to conduct the election or vote with
    fairness  to all  stockholders.  On request of the person  presiding  at the
    meeting,  the inspector or inspectors or judge or judges, if any, shall make
    a report in writing of any challenge,  question or matter  determined by him
    or them and execute a certificate of any fact found by him or them.

                   - QUORUM. The holders of a majority of the outstanding shares
    of stock  shall  constitute  a quorum at a meeting of  stockholders  for the
    transaction  of any  business.  The  stockholders  present  may  adjourn the
    meeting despite the absence of a quorum.

                   -  VOTING.  Except  as  may  otherwise  be  provided  by  the
    certificate of  incorporation,  each share of stock shall entitle the holder
    thereof to one vote. In the election of directors,  a plurality of the votes
    cast shall  elect.  Except  where a greater  vote is required by the General
    Corporation  Law or the  certificate  of  incorporation  or  By-Laws  of the
    corporation,  any proposal submitted by a stockholder in accordance with the
    rules and regulations of the Securities and Exchange Commission or otherwise
    shall be authorized by a majority of the outstanding  shares of stock of the
    corporation  entitled to vote.  Any other  action shall be  authorized  by a
    majority of the votes cast except where the General  Corporation  Law or the
    certificate  of  incorporation  or By-Laws of the  corporation  prescribes a
    different  percentage of votes and/or a different  exercise of voting power.
    In the election of directors, voting need not be by ballot. Voting by ballot
    shall not be required  for any other  corporate  action  except as otherwise
    provided by the General Corporation Law.

                                       5
<PAGE>

                                  ARTICLE II

                                   DIRECTORS

                  1.    FUNCTIONS AND DEFINITION.  The business of the
    corporation shall be managed by the Board of Directors of the corporation.
    The use of the phrase "whole board" herein refers to the total number of
    directors which the corporation would have if there were no vacancies.

                  2.  QUALIFICATIONS  AND  NUMBER.  A  director  need  not  be a
    stockholder,  a citizen of the United States,  or a resident of the State of
    Delaware.  The property,  affairs and business of the  corporation  shall be
    managed by its Board of  Directors.  Directors  shall be divided  into three
    classes,  each class to be determined by the directors prior to the election
    of a  particular  class.  In the event that at any time or from time to time
    the  number of  directors  is  increased,  the newly  created  directorships
    resulting  therefrom  shall  be  filled  by a vote  of the  majority  of the
    directors in office  immediately  prior to such  increase  and  directors so
    elected  shall serve until the term of the class to which they are  assigned
    expires.  Vacancies in any class of directors shall be filled by the vote of
    the remaining directors, and directors so elected shall serve until the term
    of such class  expires.  The number of  directors  may be fixed from time to
    time by action of a majority of the  directors.  The number of directors may
    be increased or decreased by action of the majority of the directors then in
    office.

                      3. ELECTION AND TERM.  Any director may resign at any time
    upon written notice to the corporation. The Board of Directors shall consist
    of such number of persons  fixed from time to time by the Board of Directors
    pursuant to  resolution  adopted by a majority of directors  then in office.
    Subject  to the rights of holders  of any  series of  preferred  stock,  any
    vacancy in the Board of  Directors  caused by death,  resignation,  removal,
    retirement,  disqualification  or any other cause  (including an increase in
    the number of directors)  may be filled solely by resolution  adopted by the
    affirmative  vote of a majority of the directors then in office,  whether or
    not such majority  constitutes  less than a quorum,  or by a sole  remaining
    director.  Any new  directors  elected  to fill a  vacancy  on the  Board of
    Directors will serve for the remainder of the full term of that director for
    which the vacancy  occurred.  No decease in the size of the Board shall have
    effect of shortening the term of any incumbent director.

                  4. MEETINGS.

                  - TIME. Meetings shall be held at such time as the Board shall
    fix, except that the first meeting of a newly elected Board shall be held as
    soon after its election as the directors may conveniently assemble.

                  -     PLACE.  Meetings shall be held at such place within or
    without the State of Delaware as shall be fixed by the Board.

                                       6
<PAGE>

                  - CALL.  No call shall be required  for regular  meetings  for
which the time and place have been fixed.  Special  meetings may be called by or
at the direction of the Chairman of the Board, if any, the  Vice-Chairman of the
Board, if any, of the President or of a majority of the directors in office.

                  - NOTICE OR ACTUAL OR CONSTRUCTIVE  WAIVER. No notice shall be
    required for regular  meetings for which the time and place have been fixed.
    Written,  oral,  or any other mode of notice of the time and place  shall be
    given for special meetings in sufficient time for the convenient assembly of
    the  directors  thereat.  The notice of any  meeting  need not  specify  the
    purpose of the  meeting.  Any  requirement  of  furnishing a notice shall be
    waived by any director who signs a written  waiver of such notice  before or
    after the time stated therein.

                  - QUORUM AND  ACTION.  A  majority  of the whole  Board  shall
    constitute  a quorum  except  when a  vacancy  or  vacancies  prevents  such
    majority, whereupon a majority of the directors in office shall constitute a
    quorum,  provided, that such majority shall constitute at least one-third of
    the whole  Board.  A majority  of the  directors  present,  whether or not a
    quorum is present,  may adjourn a meeting to another time and place.  Except
    as herein  otherwise  provided,  and  except as  otherwise  provided  by the
    General  Corporation Law, the act of the Board shall be the act by vote of a
    majority of the directors present at a meeting, a quorum being present.  The
    quorum  and  voting  provisions  herein  stated  shall not be  construed  as
    conflicting  with any  provisions of the General  Corporation  Law and these
    By-Laws which govern a meeting of directors held to fill vacancies and newly
    created directorships in the Board.

                  -     CHAIRMAN OF THE MEETING.  The Chairman of the Board, if
    any and if present and acting, shall preside at all meetings.  Otherwise,
    the Vice-Chairman of the Board, if any and if present and acting, or the
    President, if present and acting, or any other director chosen by the Board,
    shall preside.

                  5. REMOVAL OF DIRECTORS. Subject to the rights of holders of a
    class or series of preferred stock to elect directors or to remove directors
    so elected,  a duly elected  director of the corporation may be removed from
    such position,  with or without cause,  only by the affirmative  vote of the
    holders of at least eighty (80)  percent in voting power of the  outstanding
    capital  stock  of the  corporation  entitled  to  vote in the  election  of
    directors,  voting as a single class. A special meeting of stockholders  may
    be called by holders of shares  outstanding  entitled to exercise a majority
    of the voting power of the corporation in the election of directors,  solely
    for the  purpose of removing a director or  directors.  A meeting  called by
    stockholders for the removal of a director or directors shall be called upon
    the request in writing to the  Chairman,  President  or  Secretary,  sent by
    registered  mail or  delivered  to the  officer  in  person,  by a holder or
    holders of shares outstanding  entitled to exercise a majority of the voting
    power  of the  corporation  in  the  election  of  directors.  Such  officer
    forthwith  shall cause  notice to be given to the  stockholders  entitled to
    vote that a meeting will be held at a time, fixed by such officer,  not less
    than 30 and not more than 60 days after the receipt of the request. If the

                                       7
<PAGE>

    notice is not given within 20 days after the date of  delivery,  or the date
    of the mailing,  of the request,  the person or persons  calling the meeting
    may fix the time of  meeting  and give the  notice  in the  manner  provided
    herein.

                6. COMMITTEES.  The Board of Directors may, by resolution passed
    by a majority of the whole Board,  designate  one or more  committees,  each
    committee to consist of two or more of the directors of the corporation. The
    Board may  designate  one or more  directors  as  alternate  members  of any
    committee,  who may replace any absent or disqualified member at any meeting
    of the  committee.  Any  such  committee,  to  the  extent  provided  in the
    resolution of the Board, shall have and may exercise the powers of the Board
    of  Directors  in  the  management  of  the  business  and  affairs  of  the
    corporation,  and may authorize the seal of the corporation to be affixed to
    all papers which may require it. In the absence or  disqualification  of any
    member of any such  committee or committees,  the member or members  thereof
    present at any meeting and not disqualified  from voting,  whether or not he
    or they constitute a quorum,  may unanimously  appoint another member of the
    Board of  Directors to act at the meeting in the place of any such absent or
    disqualified member.

                  7. ACTION IN WRITING.  Any action  required or permitted to be
    taken at any meeting of the Board of Directors or any committee  thereof may
    be taken without a meeting if all members of the Board or committee,  as the
    case may be,  consent  thereto in writing,  and the writing or writings  are
    filed with the minutes of proceedings of the Board or committee.

                                   ARTICLE III

                                    OFFICERS

                      The directors shall elect a President, a Secretary,  and a
    Treasurer,   and  may  elect  a  Chairman  of  the  Board  of  Directors,  a
    Vice-Chairman   thereof,   and  one  or  more   Vice-Presidents,   Assistant
    Secretaries,  and Assistant Treasurers,  and may elect or appoint such other
    officers  and agents as are  desired.  The  President  may but need not be a
    director. Any number of offices may be held by the same person.

                      Unless otherwise provided in the resolution of election or
    appointment,  each officer  shall hold office until the meeting of the Board
    of Directors following the next annual meeting of stockholders and until his
    successor has been elected and qualified. Any officer may resign at any time
    upon written notice.

                      Officers  shall have the powers and duties  defined in the
    resolutions  appointing them; provided,  that the Secretary shall record all
    proceedings of the meetings or of the written actions of the directors,  and
    any committee thereof in a book to be kept for that purpose.

                  The Board of  Directors  may remove any  officer  for cause or
without cause.

                                       8
<PAGE>

                                   ARTICLE IV

                                 CORPORATE SEAL

                  The  corporate  seal  shall  be in such  form as the  Board of
    Directors shall prescribe.

                                    ARTICLE V

                                   FISCAL YEAR

                  The fiscal year of the corporation  shall be fixed,  and shall
    be subject to change, by the Board of Directors.

                                   ARTICLE VI

                              CONTROL OVER BY-LAWS

                  The power to amend,  alter,  and repeal  these  By-Laws and to
    adopt new By-Laws shall be vested in the Board of Directors;  provided, that
    the Board of Directors may delegate such power,  in whole or in part, to the
    stockholders.

                                   ARTICLE VII

                  BY-LAW   VOTED  BY  PLURALITY   VOTE  AT  ANNUAL   MEETING  OF
    STOCKHOLDERS  HELD ON FEBRUARY 4, 1999 (The Board of Directors  has reserved
    the right to  challenge  or repeal this By-Law on the grounds of  illegality
    under Delaware law and other reasons, as well as the status of the proponent
    as a stockholder).

                  OPTION  REPRICING.  The  Company  shall not  reprice any stock
    options  already issued and  outstanding to a lower strike price at any time
    during the term of such option, without the prior approval of shareholders.


                                       9