Exhibit 3.1

                                AMENDED BY-LAWS

                                       OF

                        GENERAL DATACOMM INDUSTRIES, INC.

                            (A Delaware Corporation)
                             As of February 4, 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
 
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of the corporation or of its agent,  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 more classes or

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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 express purpose of objecting,  at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully

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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.

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                 -  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.  Any other action  shall be  authorized  by a majority of the votes
cast  except  where  the  General   Corporation   Law  or  the   certificate  of
incorporation  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.

                                   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.

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                  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.

                  - 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.

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                  - 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  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,

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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.

                                   ARTICLE IV

                                 CORPORATE SEAL

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

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                                    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.


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