SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

         X        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                            OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 1996

                                       OR

              TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                          Commission File Number 1-8086

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

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

                     Middlebury, Connecticut                  06762-1299
         (Address of principal executive offices)             (Zip Code)

         Registrant's phone number, including area code: (203) 574-1118

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                        Yes  X                     No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

                                                  Number of Shares Outstanding
              Title of Each Class                    at December 31, 1996
         ----------------------------             --------------------------

         Common Stock, $.10 par value                    18,859,496
         Class B Stock, $.10 par value                    2,137,443

                 Total Number of Pages in This Document is 18.

<PAGE>


                        GENERAL DATACOMM INDUSTRIES, INC.
                                AND SUBSIDIARIES
                                      INDEX

                                                                     Page No.
                                                                     --------
Part I.  Financial Information

         Consolidated Balance Sheets -
         December 31, 1996 and September 30, 1996                        3

         Consolidated Statements of Operations and
         Accumulated Deficit - For the Three Months
         Ended December 31, 1996 and 1995                                4

         Consolidated Statements of Cash Flows - For the
         Three Months Ended December 31, 1996 and 1995                   5

         Notes to Consolidated Financial Statements                      6

         Management's Discussion and Analysis
         of Financial Condition and Results of Operations                8


Part II. Other Information

         Item 6.  Exhibits and Reports on Form 8-K                      13





                                   - 2 -
<PAGE>

                          PART I. FINANCIAL INFORMATION
<TABLE>

               GENERAL DATACOMM INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   


                                                                     December 31,   September 30,
In thousands except shares                                               1996           1996
------------------------------------------------------------------------------------------------
                                                                     (Unaudited)
<S>                                                                     <C>            <C>
ASSETS:
Current assets:
    Cash and cash equivalents                                           $17,705        $26,264
    Accounts receivable, less allowance for doubtful
      receivables of $1,740 in December and $1,768 in September          42,897         39,828
    Inventories                                                          43,609         44,588
    Deferred income taxes                                                 4,457          4,457
    Other current assets                                                  7,403          7,054
------------------------------------------------------------------------------------------------
Total current assets                                                    116,071        122,191
================================================================================================
Property, plant and equipment, net                                       49,097         48,838
Capitalized software development costs, net                              23,393         23,393
Other assets                                                             10,440         10,632
------------------------------------------------------------------------------------------------
                                                                       $199,001       $205,054
================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
    Current portion of long-term debt                                    $6,731         $6,533
    Accounts payable, trade                                              14,088         14,917
    Accrued payroll and payroll-related costs                             9,041          6,592
    Deferred income                                                       5,808          7,305
    Other current liabilities                                            18,651         19,211
-----------------------------------------------------------------------------------------------
Total current liabilities                                                54,319         54,558
===============================================================================================
Long-term debt, less current portion                                     22,078         22,781
Deferred income taxes                                                     5,167          4,962
Other liabilities                                                           637            567
----------------------------------------------------------------------------------------------
Total liabilities                                                        82,201         82,868
==============================================================================================
Commitments and contingent liabilities                                       -              -
Stockholders' equity:
    Preferred stock, par value $1.00 per share, 3,000,000 shares
     authorized; issued and outstanding:  800,000 shares of 9%                  
     Cumulative Convertible Exchangeable preferred stock in
     December and September; $20 milion liquidation preference              800            800
    Class B stock, par value $.10 per share, 35,000,000 shares authorized;
     issued and outstanding: 2,137,443 in December and September            214            214
    Common stock, par value $.10 per share, 35,000,000 shares authorized;
     issued and outstanding: 19,279,425 in December and 19,249,987 in
     September                                                            1,928          1,925
    Capital in excess of par value                                      148,334        148,208
    Deficit                                                             (29,447)       (23,323)
    Cumulative foreign currency translation adjustment                   (1,920)        (2,510)
    Common stock held in treasury, at cost:
     419,929 shares in December and 422,429 shares in September          (3,109)        (3,128)
-----------------------------------------------------------------------------------------------
Total stockholders' equity                                              116,800        122,186
-----------------------------------------------------------------------------------------------
                                                                       $199,001       $205,054
===============================================================================================
<FN>
The accompanying notes are an integral part of these consolidated financial 
statements.
</FN>
</TABLE>

                                      -3-
<PAGE>

                   GENERAL DATACOMM INDUSTRIES, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF OPERATIONS AND
                                   ACCUMULATED DEFICIT
                                     (Unaudited)


                                                    Three Months Ended
                                                        December 31,
In thousands, except per share data                 1996            1995
------------------------------------------------------------------------
Revenues:
  Net product sales                              $48,220        $48,217
  Service revenue                                  9,485          9,956
  Lease revenue                                    1,338          1,626
------------------------------------------------------------------------
                                                  59,043         59,799
------------------------------------------------------------------------
Costs and expenses:
  Cost of product sales                           23,117         22,918
  Amortization of capitalized
    software development costs                     3,000          2,600
  Cost of services                                 6,789          6,964
  Cost of lease revenue                              138            216
  Selling, general and administrative             21,449         21,445
  Research and product development                 9,673          7,690
------------------------------------------------------------------------
                                                  64,166         61,833
------------------------------------------------------------------------
Operating loss                                    (5,123)        (2,034)
------------------------------------------------------------------------
Other income (expense):
  Interest                                          (339)          (437)
  Other, net                                        (112)          (120)
------------------------------------------------------------------------
                                                    (451)          (557)
------------------------------------------------------------------------
Loss before income taxes                          (5,574)        (2,591)
Income tax provision                                 100            300
------------------------------------------------------------------------
Net loss                                         ($5,674)       ($2,891)
========================================================================
Loss per share                                    ($0.29)        ($0.14)
========================================================================
Weighted average number of common and
 common equivalent shares outstanding             20,987         20,499
========================================================================

Deficit at beginning of period                  ($23,323)       ($6,153)
Net loss                                          (5,674)        (2,891)
Payment of preferred stock dividends                (450)            --
------------------------------------------------------------------------
Deficit at end of period                        ($29,447)       ($9,044)
========================================================================


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                      - 4 -

<PAGE>

               GENERAL DATACOMM INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                    Increase (Decrease)in Cash
                                                       and Cash Equivalents
                                                    --------------------------
                                                         Three Months Ended
                                                             December 31,
In thousands                                              1996           1995
-------------------------------------------------------------------------------
Cash flows from operating activities:
  Net loss                                              ($5,674)      ($2,891)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
     Depreciation and amortization                        6,510         6,098
     (Increase) decrease in accounts receivable          (2,951)        2,247
     Decrease in inventories                              1,009         1,573
     Increase in accounts payable and accrued expenses      951         4,854
     (Increase) in other net current assets              (2,085)       (2,018)
     (Increase) decrease in other net long-term assets      328          (577)
-------------------------------------------------------------------------------
Net cash provided by (used in) operating activities      (1,912)        9,286
-------------------------------------------------------------------------------
Cash flows from investing activities:
  Acquisition of property, plant, and equipment          (2,667)       (3,170)
  Capitalized software development costs                 (3,000)       (2,600)
------------------------------------------------------------------------------
Net cash used in investing activities                    (5,667)       (5,770)
-------------------------------------------------------------------------------
Cash flows from financing activities:
  Proceeds from notes and mortgages                       1,193            28
  Principal payments on notes and mortgages              (1,852)       (8,375)
  Proceeds from issuing common stock                        148           584
  Payment of preferred stock dividends                     (450)           --
-------------------------------------------------------------------------------
Net cash used in financing activities                      (961)       (7,763)
-------------------------------------------------------------------------------
Effect of exchange rates on cash                            (19)          (39)
-------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                (8,559)       (4,286)
Cash and cash equivalents at beginning of
period - (1)                                             26,264        18,443
-------------------------------------------------------------------------------
Cash and cash equivalents at end of period - (1)        $17,705       $14,157
===============================================================================

(1)- The Corporation  considers all highly liquid  investments  purchased with a
  maturity of three months or less to be cash equivalents.

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       -5-

<PAGE>


                        GENERAL DATACOMM INDUSTRIES, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)




NOTE 1.     BASIS OF PRESENTATION

               In  the  opinion  of  management,   the  accompanying   unaudited
               consolidated   financial   statements   contain  all  adjustments
               necessary  to fairly  present the  financial  position of General
               DataComm Industries,  Inc. and subsidiaries (the "Corporation" or
               "Company") as of December 31, 1996, the results of operations for
               the three months ended  December 31, 1996 and 1995,  and the cash
               flows for the three months ended December 31, 1996 and 1995. Such
               adjustments  are  generally  of a  normal  recurring  nature  and
               include  adjustments  to certain  accruals and asset  reserves to
               appropriate levels.

               The  preparation  of  financial  statements  in  conformity  with
               generally accepted  accounting  principles requires management to
               make estimates and assumptions  that affect the reported  amounts
               of assets and liabilities and disclosure of contingent assets and
               liabilities  at the  date  of the  financial  statements  and the
               reported  amounts of revenues and expenses  during the  reporting
               periods  presented.   Actual  results  could  differ  from those
               estimates.   The  markets   for  the   Company's   products   are
               characterized  by  intense   competition,   rapid   technological
               development and frequent new product introductions,  all of which
               could  impact  the  future  value  of  the  Company's  inventory,
               capitalized software and certain other assets.

               The consolidated  financial statements contained herein should be
               read in conjunction  with the consolidated  financial  statements
               and related notes thereto filed with Form 10-K for the year ended
               September 30, 1996.


NOTE 2.    INVENTORIES

           Inventories consist of (in thousands):

                                December 31, 1996        September 30, 1996
                                ------------------       ------------------

            Raw materials          $16,843                   $16,627
            Work-in-process          6,022                     6,726
            Finished goods          20,744                    21,235
                                    ------                   --------
              Total                $43,609                   $44,588
                                   =======                   =======

                                       -6-
<PAGE>

                        GENERAL DATACOMM INDUSTRIES, INC.
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



NOTE 3.     LONG-TERM DEBT

            Long-term debt consists of (in thousands):

                                      December 31, 1996     September 30, 1996
                                      -----------------      ------------------
              Notes payable                $16,131                 $16,421
              Mortgages payable             12,223                  12,359
              Capital lease obligations        455                     534
                                           -------                 -------
                                            28,809                  29,314
              Less:  current portion         6,731                   6,533
                                           -------                 -------
                                           $22,078                 $22,781
                                           =======                 =======

               Revolving Credit Facility
               -------------------------
               The  Corporation  has an  agreement  with  The  Bank of New  York
               Commercial  Corporation whereby the Corporation has been provided
               a revolving credit facility in the amount of $25 million, subject
               to a borrowing  base  formula.  The  facility,  which  matures in
               November 1998, provides for a sub-limit of $5 million for letters
               of credit.  Certain  assets of the  Corporation,  including  most
               accounts  receivable and inventories,  are pledged as collateral.
               The amount of borrowing is  predicated  on satisfying a borrowing
               base formula related to levels of certain accounts receivable and
               inventories.  The agreement also requires conformity with various
               financial covenants.

               No borrowings  were  outstanding  as of December 31, 1996.  There
               were,  however,  $735,000 of letters of credit  outstanding as of
               December 31, 1996.


NOTE 4.        FOREIGN  CURRENCY  TRANSLATION  FOR MEXICAN  OPERATIONS 
 
               As a result of Mexico's  economy  becoming  highly  inflationary,
               the method of translating the financial  statements of the  
               Corporation's  Mexican  subsidiary from pesos to U.S. dollars
               will be changed to reflect  designation  of the U.S. dollar  as 
               the  functional  currency,  effective  January  1,  1997. 
               Therefore, inventories  (and related cost of sales) and property,
               plant and equipment (and related  depreciation  expense)  will  
               be  translated  at  historical  rates  of exchange, and future
               adjustments resulting from translation will be reflected in 
               results of operations.  Previously, such amounts were stated at 
               current rates of exchange and translation  adjustments  were 
               reported as a separate  component of stockholders' equity.

                                       -7-

<PAGE>


                        GENERAL DATACOMM INDUSTRIES, INC.
                                AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS



GENERAL DISCUSSION

Total  revenues for the first fiscal  quarter ended  December 31, 1996 were down
1.3% from the same  quarter  one year ago,  primarily  attributable  to  reduced
levels of domestic  service and lease  revenues.  Product  revenue was unchanged
from the prior year. International revenue growth partially offset reductions in
domestic business.  International  revenues approximated 50% of total revenue in
the December 31, 1996 quarter,  as compared to 43% in the quarter ended December
31, 1995. Our ATM  (Asynchronous  Transfer Mode) product line shipments  totaled
$12.8 million,  an increase of 17.7% over the prior year and up $3.6 million, or
38.6%, sequentially from the quarter ended September 30, 1996. Revenues from our
transmission and internetworking product segments were down from the prior year,
both  attributable to reduced levels of domestic  business.  ATM product revenue
comprised 26.6% of total product revenue for the three months ended December 31,
1996, as compared to 22.6% for the same period one year ago.

The net loss for the quarter  ended  December 31, 1996 amounted to $5.7 million,
as compared to $2.9 million for quarter  ended  December  31, 1995.  The largest
single factor  contributing  to the  increased  net loss is a $2.0  million,  or
25.8%,  increase in research and product  development  spending.  Reductions  in
domestic  service and lease business also  contributed to the increased net loss
position.

The Company  believes  that its ATM and Access  products  have the  potential to
deliver  substantially  higher  revenues on a longer term basis,  and therefore,
continues  to  make   investments  in  ATM  and  Access   research  and  product
development.

Cash flows from  operations  amounted to a negative $1.9 million for the quarter
ended December 31, 1996.  After investing and financing  activities,  total cash
consumption  amounted to $8.6 million for the quarter.  However, the Company had
on-hand cash balances of $17.7 million at December 31, 1996. Furthermore,  a $25
million revolving loan facility remained unused as of December 31, 1996.



                                       -8-
<PAGE>

RESULTS OF OPERATIONS

The following table sets forth selected consolidated  financial data stated as a
percentage of total revenues (unaudited):

                                                      Three months ended
                                                          December 31,
                                                      -------------------
                                                    1996                1995
                                                    ----                ----
Revenues:
     Net product sales                               81.6%              80.6%
     Service revenue                                 16.1               16.7
     Leasing revenue                                  2.3                2.7
                                                    -----              -----
                                                    100.0              100.0
                                                    -----              -----
Costs and expenses:
     Cost of revenues                                50.9               50.3
     Amortization of capitalized software
         development costs                            5.1                4.3
     Selling, general and administrative             36.3               35.9
     Research and product development                16.4               12.9
                                                     ----               ----
Operating (loss)                                     (8.7)              (3.4)
                                                     -----              -----
Net (loss)                                           (9.6)%             (4.8)%
                                                     ======             ======

Noteworthy  items from the above  summary  include:  Q1 fiscal 1997  service and
lease revenues represent a reduced portion of total revenue, and is attributable
to a decline in  domestic  product  shipments  to  commercial  users who tend to
require such  support  services  and leases.  Research  and product  development
expense has grown to 16.4% of total revenues  versus 12.9% in the prior year, an
increase of 3.5 points or 27%. This reflects the Company's  continued  strategic
investment  in ATM and other product  lines;  51% of the  Corporation's  current
quarter research and development spending was applied to the ATM product line.


Three Months Ended December 31, 1996 vs. Three Months Ended December 31, 1995:

Total revenues decreased $0.8 million, or 1.3% from the corresponding quarter of
the  previous  year.  Product  revenue,   including  licensing  revenues,   were
unchanged;  service and lease  revenues were down $0.5 million and $0.3 million,
or 4.7% and 17.7%,  respectively.  From a product mix  perspective,  ATM revenue
growth of $1.9  million,  or 17.7%,  and $0.9 million of  licensing  fee revenue
growth from our V.34 analog  product  line  technology  offset  product  revenue
declines in our  transmission  and  internetworking  product  segments.  The ATM
revenue growth was achieved via  international  markets;  the  transmission  and
internetworking  business  reductions  occurred in the domestic  marketplace and
were  attributable  to reductions in Narrowband and TMS product line  shipments,
respectively. Geographically, a 17.2% increase in international product revenues
offset a 14.3% reduction in domestic  business.  As noted above, the service and
leasing revenue shortfalls resulted from a decline in domestic business.



                                       -9-
<PAGE>

Three Months Ended December 31, 1996 vs. Three Months Ended December 31, 1995 
  continued:

Gross margin as a percent of revenues (excluding the amortization of capitalized
software  development costs) remained relatively constant at 49.1% and 49.7% for
the three months ended December 31, 1996 and 1995, respectively.  Margin percent
losses in the transmission and internetworking  product lines more than offset a
3.1 point  margin gain in the ATM  segment.  Service  margins were also down 1.7
points from the prior year, principally  attributable to reduced revenue levels.
Separately,  amortization of capitalized software development costs increased to
$3.0 million in the quarter ended  December 31, 1996 as compared to $2.6 million
in the corresponding quarter one year ago.

Selling, general and administrative expenses were unchanged at $21.4 million for
the  quarters  ended  December  31, 1996 and 1995.  A $0.3  million  increase in
selling and marketing  costs,  incurred  primarily to promote ATM products,  was
offset with cost savings achieved via more efficient general and  administrative
activities.

Research and product development  spending,  before consideration of capitalized
software  development costs,  increased to $12.7 million in the first quarter of
fiscal 1997, up $2.4 million or 23.2% from the $10.3 million  spending level one
year ago.  This 23.2%  spending  increase,  principally  comprised  of increased
headcount  and related  salary costs and  increased  utilization  of  outsourced
development costs,  reflects the Company's continued  commitment to aggressively
pursue product development and revenue growth opportunities in the ATM and other
product  lines.  The  complexity of the ATM  technology has and will continue to
demand significant  research and product development  investment.  To expand its
pool of available  engineering talent, the Corporation now operates research and
development   facilities  in  four   locations,   including  the  United  States
(Middlebury,  Connecticut  and  Boston,  Massachusetts),  Canada,  and the  U.K.
Capitalized  software  costs were $3.0 million for the first  fiscal  quarter of
1997, versus $2.6 million for the corresponding period one year ago.


Tax  provisions  recorded by the  Company,  principally  for foreign  income and
domestic  state taxes,  amounted to $100,000 and $300,000 in the quarters  ended
December 31, 1996 and 1995, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The  Corporation's  cash and cash  equivalents  amounted  to  $17.7  million  at
December  31, 1996 as compared to $26.3  million at  September  30,  1996. A $25
million revolving credit facility  remained  available and unused as of December
31,  1996.  Bank debt was  reduced by $0.5  million  during the quarter to $28.8
million at December 31, 1996, from $29.3 million at September 30, 1996.

Operating
---------
During the three months ended  December 31, 1996,  the  Corporation's  operating
activities  generated  negative  cash flow of $(1.9)  million,  as compared to a
positive  cash flow of $9.3  million for the same period one year ago. The $11.2
million difference is principally comprised of a larger net loss ($2.8 million),
an increase in accounts receivable in the quarter ended December 31, 1996 versus
a decrease in the quarter ended December 31, 1995 ($5.2 million),  and a reduced
level of growth in accounts payable and accrued expenses ($3.9 million).


                                      -10-
<PAGE>

Non-debt working capital,  excluding cash and cash  equivalents,  increased $2.9
million to $50.8  million at December  31, 1996 as compared to $47.9  million at
September  30,  1996.  The increase is  principally  comprised of a $3.1 million
increase in accounts  receivable (due to a higher level of product shipments and
a reduced  level of cash  received for  licensing fee revenue as compared to the
preceding quarter),  and a $1.5 million reduction in deferred income (due to the
timing of maintenance  contract  renewals),  both of which were partially offset
with a $2.4 million increase in accrued payroll and related costs  (representing
the accrual of additional days due to the timing of payrolls).

Investing
---------
Net investments in property,  plant and equipment for the quarter ended December
31,  1996  amounted  to  $2.7  million,  as  compared  to $3.2  million  for the
corresponding  quarter  one year ago.  Separately,  investments  in  capitalized
software  amounted to $3.0  million and $2.6  million for the three months ended
December 31, 1996 and 1995,  respectively.  Total  investments  amounted to $5.7
million and $5.8 million in the three  months ended  December 31, 1996 and 1995,
respectively.

Financing
---------
Financing  activities  during the  three-month  period  ended  December 31, 1996
required  the use of $1.0  million  in  cash,  representing  the net  effect  of
$659,000 in net debt payments, payment of $450,000 in preferred stock dividends,
and receipt of $148,000 in cash proceeds from the exercise of stock options.

The  Corporation  has  an  agreement  with  The  Bank  of  New  York  Commercial
Corporation  whereby  the  Corporation  has been  provided  a  revolving  credit
facility in the amount of $25 million  subject to a borrowing base formula.  The
facility, which matures in November 1998, provides for a sub-limit of $5 million
for  letters  of  credit.  Certain  assets of the  Corporation,  including  most
accounts  receivable and inventories,  are pledged as collateral.  The amount of
borrowing is predicated on satisfying a borrowing base formula related to levels
of certain  accounts  receivable  and  inventories.  The agreement also requires
conformity  with various  financial  covenants,  the most  restrictive  of which
include minimum tangible net worth  requirements,  total liabilities to tangible
net  worth  ratio  requirements,   and  net  income  (or  restricted  net  loss)
performance requirements.

No borrowings  were  outstanding as of December 31, 1996.  There were,  however,
$735,000 of letters of credit outstanding as of December 31, 1996.

The Company believes, based on its future forecasts, that the combination of its
existing cash balances,  future cash flows from operations,  and available funds
under  its   revolving   credit   facility  will  be  adequate  to  support  the
Corporation's cash requirements for the near term. In addition,  the Corporation
considers  its  ability to offer for sale its  common  stock,  preferred  stock,
and/or warrants as viable alternative sources of financing.


                                      -11-

<PAGE>

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         Portions  of  the  foregoing  discussion  include  descriptions  of the
Company's  expectations  regarding  future trends  affecting  its business.  The
forward-looking  statements  made  in  this  document,  as  well  as  all  other
forward-looking  statements  or  information  provided  by the  Company  or its
employees,  whether  written or oral,  are made in reliance upon the safe harbor
provisions   of  the  Private   Securities   Litigation   Reform  Act  of  1995.
Forward-looking  statements  and future  results  are  subject to, and should be
considered in light of risks, uncertainties,  and other factors which may affect
future  results  including,  but not limited  to:  competition,  rapid  changing
technology, regulatory requirements, and uncertainties of international trade.


                                      -12-


<PAGE>


                        GENERAL DATACOMM INDUSTRIES, INC.
                                AND SUBSIDIARIES



Part II.  Other Information

Item 6.   Exhibits and Reports on Form 8-K
          (a) Index of Exhibits

          10.16    Amendments to Retirement Savings and Deferred Profit 
                   Sharing Plan. Two (2) separate amendments dated
                   March 31, 1996 and June 5, 1996.

          11.      Calculation of Earnings Per Share for the three-month 
                   periods ended December 31, 1996 and 1995.

          (b) Reports on Form 8-K
 
              No reports on Form 8-K were filed during the quarter for
              which this report is filed.


                                      -13-


<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                         GENERAL DATACOMM INDUSTRIES, INC.
                                (Registrant)


                         /s/ WILLIAM S. LAWRENCE
                         ----------------------------------------------------
                         William S. Lawrence
                         Senior Vice President and Principal Financial Officer


Dated:  February 14, 1997





                                      -14-