UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10Q

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


For the quarterly period ended June 30, 2004       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
incorporation or organization)                               Identification No.)


                  6 Rubber Avenue, Naugatuck, Connecticut 06770
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)


                                 (203) 729-0271
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


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 [ ] No [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [ ] No [X]

Applicable only to Registrants involved in bankruptcy proceeding during the
preceding five years:

Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the Court. Yes [X] No [ ]


         Number of shares of Common Stock and Class B Stock outstanding
                              as of July 30, 2004:

                        3,303,872 Shares of Common Stock
                          664,978 Shares of Class B Stock

<PAGE>

                        GENERAL DATACOMM INDUSTRIES, INC.

                     INDEX TO QUARTERLY REPORT ON FORM 10-Q


PART I       FINANCIAL INFORMATION                                          Page
------                                                                      ----

Item 1.      Financial Statements (unaudited):
               Condensed Consolidated Balance Sheets as of
                 June 30, 2004 and September 30, 2003.....................    3
               Condensed Consolidated Statements of Operations for
                 the Three Months and Nine Months Ended June 30, 2004
                 and 2003.................................................    4
               Condensed Consolidated Statements of Cash Flows for
                 the Three Months and Nine Months Ended June 30, 2004
                 and 2003.................................................    5
               Notes to the Condensed Consolidated Financial Statements...    6

Item 2.      Management's Discussion and Analysis of Financial
               Condition and Results of Operations........................   11

Item 3.      Quantitative and Qualitative Disclosures about
               Market Risk................................................   26

Item 4.      Controls and Procedures......................................   27

PART II      OTHER INFORMATION
-------

Item 5.      Exhibits and Reports on Form 8-K.............................   27

                                       2
<PAGE>
<TABLE>
<CAPTION>
                                          PART I. FINANCIAL INFORMATION

                                           ITEM 1. FINANCIAL STATEMENTS

                                        General DataComm Industries, Inc.
                                      Condensed Consolidated Balance Sheets
                                           (in thousands except shares)

                                                                                       June 30,     September 30,
                                                                                         2004           2003*
                                                                                      (Unaudited)
                                                                                      -----------   -------------
<S>                                                                                    <C>           <C>
Assets:
Current assets:
  Cash and cash equivalents                                                            $     901     $    2,113
  Restricted cash                                                                             --            325
  Accounts receivable, less allowance for doubtful accounts of
    $572 at June 30, 2004 and $514 at September 30, 2003                                   2,770          3,431
  Notes receivable, net                                                                       25            136
  Inventories                                                                              4,102          4,744
  Other current assets                                                                       332            877
                                                                                       ---------     ----------
Total current assets                                                                       8,130         11,626
                                                                                       =========     ==========
Property, plant and equipment, net                                                         4,200          4,309
Other assets                                                                                  --              4
                                                                                       ---------     ----------
Total Assets                                                                           $  12,330     $   15,939
                                                                                       =========     ==========

Liabilities and Stockholders' Deficit:
Current liabilities:
  Current portion of long-term debt                                                    $   3,000     $    3,000
  Accounts payable                                                                         1,276          1,579
  Accrued payroll and payroll-related costs                                                  495          1,104
  Other current liabilities                                                                6,368          7,544
                                                                                       ---------     ----------
Total current liabilities                                                                 11,139         13,227
                                                                                       =========     ==========
Long-term debt, less current portion                                                      34,902         36,817
Other liabilities                                                                          3,008          2,654
                                                                                       ---------     ----------
                                                                                          49,049         52,698
                                                                                       =========     ==========

Commitments and contingencies                                                                 --             --

Redeemable 5% preferred stock, par value $1.00 per share; issued and
  outstanding: no shares at June 30, 2004 and 73,000 shares
  at September 30, 2003                                                                       --          1,825
                                                                                       ---------     ----------

Stockholders' deficit:
  Preferred stock, par value $1.00 per share, 2,000,000 shares
    authorized, none outstanding                                                              --             --
  9% Preferred stock, par value $1.00 per share, 800,000 shares
    authorized, 787,900  shares issued and  outstanding; $26.7                               788            788
    million liquidation preference at June 30, 2004
  Class B common stock, par value $.01 per share, 10,000,000 shares
    authorized;  664,978 shares issued and outstanding                                         7              7
  Common stock, par value $.01 per share, 50,000,000 shares authorized;
    3,305,833 shares issued                                                                   33             33
  Capital in excess of par value                                                         198,312        196,487
  Accumulated deficit                                                                   (235,714)      (235,754)
  Common stock held in treasury, at cost; 1,961 shares                                      (145)          (145)
                                                                                       =========     ==========
Total Stockholders' Deficit                                                              (36,719)       (38,584)
                                                                                       =========     ==========
Total Liabilities and Stockholders' Deficit                                            $  12,330     $   15,939
                                                                                       =========     ==========

---------------
* Derived from the Company's audited consolidated balance sheet at September 30,
2003.


                               The accompanying notes are an integral part of these
                                   condensed consolidated financial statements.
</TABLE>

                                                        3
<PAGE>
<TABLE>
<CAPTION>
                                           General DataComm Industries, Inc.
                              Condensed Consolidated Statements of Operations (Unaudited)
                                           (in thousands except share data)


                                                                 Three Months Ended            Nine Months Ended
                                                                      June 30,                      June 30,
                                                             --------------------------    --------------------------
                                                                2004           2003           2004           2003
                                                             -----------    -----------    -----------    -----------

<S>                                                          <C>            <C>            <C>            <C>
Net sales                                                    $     3,605    $     6,992    $    12,800    $    17,831
Cost of sales                                                      1,544          3,260          5,419          8,543
                                                             -----------    -----------    -----------    -----------

Gross profit                                                       2,061          3,732          7,381          9,288

Operating expenses:

  Selling, general and administrative                              1,156          1,841          4,758          5,294
  Research and product development                                   670            788          2,124          2,338
                                                             -----------    -----------    -----------    -----------
                                                                   1,826          2,629          6,882          7,632

Operating  income                                                    235          1,103            499          1,656

Other income (expense):
  Interest expense                                                  (869)        (1,066)        (2,659)        (3,332)
  Gain on legal settlement                                            --             30             --          2,480
  Net gain sale of real estate                                        --            329             --            329
  Other, net                                                         (38)            25             99            198
                                                             -----------    -----------    -----------    -----------
                                                                    (907)          (682)        (2,560)          (325)

Income (loss) before reorganization items and income taxes          (672)          (421)        (2,061)         1,331
                                                             -----------    -----------    -----------    -----------

Reorganization items:
     Professional fees                                                --          1,038             --          2,175
     Claims reductions                                               788             --          2,118              6
                                                             -----------    -----------    -----------    -----------

Income (loss)  before income taxes                                   116           (617)            57           (838)

Income tax provision                                                   6             38             17            112
                                                             -----------    -----------    -----------    -----------

Net income (loss)                                                    110           (655)            40           (950)

Less:  dividends applicable to preferred stock                      (443)          (478)        (1,337)        (1,434)
                                                             -----------    -----------    -----------    -----------

Net loss applicable to common and Class B stock              $      (333)   $    (1,133)   $    (1,297)   $    (2,384)
                                                             ===========    ===========    ===========    ===========

Basic and diluted loss per share                             $     (0.08)   $     (0.33)   $     (0.33)   $     (0.70)
                                                             -----------    -----------    -----------    -----------

Weighted average number of common and Class B
  shares outstanding, basic and diluted:                       3,968,850      3,400,138      3,966,040      3,400,138
                                                             ===========    ===========    ===========    ===========


                                 The accompanying notes are an integral part of these
                                     condensed consolidated financial statements.
</TABLE>

                                                          4
<PAGE>
<TABLE>
<CAPTION>
                                    General DataComm Industries, Inc.
                       Condensed Consolidated Statements of Cash Flows (Unaudited)
                                             (In thousands)


                                                               Three Months Ended    Nine Months Ended
                                                                    June 30,              June, 30,
                                                               ------------------    ------------------
                                                                2004       2003       2004       2003
                                                               -------    -------    -------    -------

<S>                                                            <C>        <C>        <C>        <C>
Cash flows from operating activities:
Net income (loss)                                              $   110    $  (655)   $    40    $  (950)
Adjustments to reconcile net income (loss) to net cash
  provided (used) by operating activities:
    Depreciation and amortization                                   49         42        143        132
    Gains on claim reductions                                     (788)        --     (2,118)        --
    Changes in:
      Accounts receivable                                          942       (959)       661     (1,056)
      Inventories                                                  478        993        642      1,650
      Accounts payable                                            (412)        67       (303)       128
      Accrued payroll and payroll-related costs                   (156)       107       (516)       180
      Other net current assets                                    (420)       395       (419)     1,437
      Other net long-term assets                                   605         --      1,533          8
                                                               -------    -------    -------    -------
Net cash  provided (used) by operating activities                  408        (10)      (337)     1,529
                                                               =======    =======    =======    =======

Cash flows from investing activities:
  Acquisition of property, plant and equipment, net                 (5)        --        (34)        (6)
  Net proceeds from the sales and transfers of assets               --      1,917         --      1,917
  Notes receivable collections                                      --        342        111      1,199
                                                               -------    -------    -------    -------
Net cash  provided (used) by investing activities                   (5)     2,259         77      3,110
                                                               =======    =======    =======    =======

Cash flows from financing activities:
  Proceeds from notes payable to related parties                   250         --      1,350         --
  Principal payments on term loan obligation, net                 (750)    (2,282)    (2,627)    (5,965)
                                                               -------    -------    -------    -------
Net cash used by financing activities                             (500)    (2,282)    (1,277)    (5,965)
                                                               =======    =======    =======    =======
Net decrease in cash and cash equivalents                          (97)       (33)    (1,537)    (1,326)

Cash and cash equivalents, beginning of period                     998      1,942      2,438      3,235
                                                               -------    -------    -------    -------
Cash and cash equivalents, end of period                       $   901    $ 1,909    $   901    $ 1,909
                                                               =======    =======    =======    =======

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Interest                                                   $   259    $ 1,066    $   760    $ 3,332
    Income taxes                                               $     8    $    --    $    25    $    --
    Reorganization items                                       $    45    $   723    $   458    $ 1,844
                                                               =======    =======    =======    =======
</TABLE>


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

                                        5
<PAGE>

                        GENERAL DATACOMM INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


Note 1 - Basis of Presentation, Liquidity and Recent Developments

         The accompanying unaudited interim condensed consolidated financial
statements of General DataComm Industries, Inc. (the "Company" or "GDC") have
been prepared in accordance with generally accepted accounting principles for
interim financial information, the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for year end
financial statements. In the opinion of management, these statements include all
adjustments, consisting of normal and recurring adjustments, considered
necessary for a fair presentation of the results for the periods presented. The
results of operations for the periods presented are not necessarily indicative
of results which may be achieved for the entire fiscal year ending September 30,
2004. The unaudited interim condensed consolidated financial statements should
be read in conjunction with the financial statements and notes thereto contained
in the Company's annual report on Form 10-K for the fiscal year ended September
30, 2003 as filed with the Securities and Exchange Commission.

         The accompanying condensed consolidated financial statements were
prepared on the basis that the Company will continue as a going concern. The
Company has no current line of credit and limited ability to borrow additional
funds. In recent months it has had to rely on loans from related parties (see
Note 4) in order to meet its payment obligations to senior secured lenders. It
must therefore fund operations from cash balances and cash generated from
operations to pay expenses and monthly payments of principal and interest
(currently such principal and interest total approximately $320,000 each month)
under its loan and security agreement. At June 30, 2004 the Company had
significant outstanding long-term debt obligations ($37.9) million) and priority
tax claims ($1.2 million), along with interest thereon. The Company is also
required under its loan and security agreement to meet an "EBITDA" (earnings
before interest, taxes, depreciation and amortization) financial covenant to
avoid an event of default. The Company met the covenant requirement for the six
months ended June 30, 2004 due in large part to substantial resolution of
creditors' claims in the Company's favor in the bankruptcy court. There can be
no assurance that such covenant will be met for the period ending September 30,
2004 or thereafter. The failure to meet the covenant requirement may result in a
default in which case the senior secured lenders may accelerate payment of the
outstanding debt due to them ($14.6 million at June 30, 2004) and have the right
to foreclose on their security interests and to exercise their warrant to
purchase up to (currently) 35% of the Company's common stock at $0.01 per share.

In fiscal 2003 and 2002, operations were funded primarily through cash balances
on hand and cash generated from operations. Proceeds realized from sales and
liquidations of non-core assets were required to pay down the secured debt. In
prior years the Company had obtained cash from a combination of loans,
convertible debt, and sales of common and preferred stock.

As a result of the Company's potential liquidity and cash flow risks, the
Company's independent auditors for fiscal 2003 expressed uncertainty about the
Company's ability to continue as a going concern in their opinion on the
Company's financial statements.

Management has responded to such risks as part of an ongoing strategy by
restructuring the Company's sales force, increasing factory and office shutdown
time, containing expenses and reducing the size of the employee workforce. In
addition and as mentioned above, from December 30, 2003 through June 30, 2004

                                       6
<PAGE>

the Company obtained loans from related parties in the aggregate amount of
$1,350,000 to be used primarily to make required payments to the Company's
secured lenders (see Note 4). The Company also is actively marketing for sale
its land and building and pursuing other asset recoveries, the proceeds of which
would be used to reduce secured debt and related interest.

While the Company is aggressively pursuing opportunities and corrective actions,
there can be no assurance that the Company will be successful in its efforts to
generate sufficient cash from operations or obtain additional funding sources.
The Company's condensed consolidated financial statements do not include any
adjustments that may result from the outcome of these uncertainties.

Recent Developments
-------------------

The Company continues to experience a slow-down in customer orders in the nine
months ended June 30, 2004 and through the filing date of this report, primarily
from its customer base of large telecommunication carriers. This has resulted in
lower revenues in subsequent months.

In response to the lower revenues, the Company implemented cost reduction
actions, which are currently in effect, including for substantially all
employees a reduction in the work-week to approximately four days or up to
approximately 23% wage or salary reductions. Such actions were taken to conserve
cash and jobs during this slow period.

Note 2 - Earnings (Loss) Per Share

         Basic earnings (loss) per share is computed by dividing net income
available to common stockholders by the weighted average number of common and
Class B shares outstanding during the period. Diluted earnings per share gives
effect to all potential dilutive common shares outstanding during the period. In
computing diluted earnings per share, the average price of the Company's common
stock for the period is used in determining the number of shares assumed to be
purchased from exercise of stock options. Dividends applicable to preferred
stock represent accumulating dividends that are not declared or accrued. The
following table sets forth the computation of basic and diluted earnings (loss)
applicable to common and Class B stock for the three and nine months ended June
30, 2004 and 2003 (in thousands, except shares and per share data):

<TABLE>
<CAPTION>
                                                                      Three Months Ended            Nine Months Ended
                                                                           June 30,                      June 30,
                                                                  --------------------------    --------------------------
                                                                     2004           2003           2004           2003
                                                                  -----------    -----------    -----------    -----------

<S>                                                               <C>            <C>            <C>            <C>
Net income (loss)                                                 $       110    $      (655)   $       (40)   $      (950)
  Less: dividends applicable to preferred stock                          (443)          (478)        (1,337)        (1,434)
                                                                  -----------    -----------    -----------    -----------
Net income loss applicable to common and Class B stock            $      (333)   $    (1,133)   $    (1,297)   $    (2,384)
                                                                  ===========    ===========    ===========    ===========
Weighted average number of common and Class B
  shares outstanding, basic and diluted:                            3,968,850      3,400,138      3,966,040      3,400,138
                                                                  -----------    -----------    -----------    -----------

Basic and diluted (loss) per common and Class B share             $     (0.08)   $     (0.33)   $     (0.33)   $     (0.70)
                                                                  ===========    ===========    ===========    ===========
Number of  shares subject to option excluded
  from computation of diluted earnings per share because their
  effect is anti-dilutive                                             280,265         51,249        280,265         51,249
                                                                  ===========    ===========    ===========    ===========
</TABLE>

                                       7
<PAGE>

Other outstanding securities not included in the computation of earnings (loss)
per share include convertible notes payable to related parties and convertible
preferred stock, the impact of which is dilutive on reported loss per share, and
contingent warrants granted to secured lenders which are issuable only in the
event of a default or of certain payment terms not being met and the impact of
which is also dilutive to reported loss per share (for further discussion of
these items, see Note 6 in Item 8 of the Company's annual report on Form 10-K
for the fiscal year ended September 30, 2003 as filed with the Securities and
Exchange Commission and Note 4 below).

Note 3 - Inventories

Inventories consist of  (in thousands):

                                                       June 30,    September 30,
                                                         2004          2003
                                                       --------    -------------

Raw materials                                          $ 1,188       $ 1,674
Work-in-process                                          1,457         1,501
Finished goods                                           1,457         1,569
                                                       -------       -------
                                                       $ 4,102       $ 4,744
                                                       =======       =======

Inventories are stated at the lower of cost or market using the first-in, first
out method. Reserves in the amount of $2,568,000 and $4,177,000 were recorded at
June 30, 2004 and September 30, 2003, respectively, for excess and obsolete
inventories. The inventory reserve decreased due primarily to the write-off of
certain obsolete inventories.

Note 4 - Long-Term Debt

Long-term debt consists of (in thousands):
                                                       June 30,    September 30,
                                                         2004          2003
                                                       --------    -------------

Term Obligation                                        $ 12,148      $ 14,775
PIK Obligation                                            2,500         2,500
Convertible Notes Payable to Related Parties              1,350            --
Debentures                                               21,904        22,542
                                                       --------      --------
                                                         37,902        39,817
Less current portion                                      3,000         3,000
                                                       --------      --------
                                                       $ 34,902      $ 36,817
                                                       ========      ========


Long-term debt matures in amounts totaling $3,000,000 in fiscal 2004, $4,350,000
in fiscal 2005, $3,000,000 in each of fiscal 2006 and 2007, and $24,552,000 in
fiscal 2008. The decrease in the Debentures was due to the Company settling
claims through the bankruptcy proceedings.

Term Obligation, PIK Obligation and Debentures
----------------------------------------------

Under the terms of the loan and security agreement which became effective
September 15, 2003, minimum payments under the Term Obligation are $250,000 per
month, or $3,000,000 per year, and interest is payable monthly at the annual
rate of 7.25% through December 31, 2003, and thereafter at the greater of (i)
7.25% and (ii) the prime rate plus 2.5%. In addition, proceeds from the
potential sales of non-core assets and certain other proceeds must be used to
reduce the term obligation.

The Company also entered into a loan in the original principal amount of $5
million, subject to adjustment, due December 31, 2007 (the "PIK Obligation").
Interest accrues at the same rates as the Term Obligation. The outstanding
principal and accrued interest thereon shall be forgiven in increments of $1.25
million if payments on the Term Obligation are made in the amount of $5 million

                                       8
<PAGE>

by June 30, 2003, of $10 million by December 31, 2003, of $15 million by June
30, 2004 and the balance by December 31, 2004. Since by September 30, 2003
payments on the Term Obligation of more than $10 million were made, the current
balance owing on the PIK Obligation was reduced to $2.5 million, plus accrued
interest, in the accompanying condensed consolidated balance sheets at September
30, 2003 and June 30, 2004. Since payments on the Term Obligation did not reach
$15 million by June 30, 2004, $1.25 million was not forgiven on that date.
Debentures with principal and interest due in fiscal 2008 were or will be issued
to unsecured creditors as part of the Company's Plan of Reorganization.

For further details of the loan and security agreement and a description of the
Term Obligation, PIK Obligation and Debentures, see Note 6, "Reorganization Plan
and Emergence from Chapter 11" included in Item 8 of the Company's annual report
on Form 10-K for the year ended September 30, 2003 as filed with the Securities
and Exchange Commission.

Convertible Notes Payable to Related Parties
--------------------------------------------

Pursuant to authorization by the Board of Directors and amendments to the loan
agreement with the Corporation's senior lenders, the Corporation has borrowed an
aggregate of $1,350,000 in a series of loans during the period December 30, 2003
through June 30, 2004 from Howard S. Modlin, Chairman of the Board, who has
loaned an aggregate of $800,000, and John L. Segall, a Director, who has loaned
an aggregate of $550,000. The loans were made primarily for replacement of
senior indebtedness being repaid with the proceeds. The loans are each for two
years and bear interest accruing from the date of issue, at the rate of 10% per
annum, payable monthly commencing three full months after the date of the loan.
The notes are secured by all of the assets of the Corporation subordinate to the
first lien of the Corporation's senior lenders who hold the Term and PIK
obligations, and are convertible into common stock at the option of the holder.
The first such loans aggregated $600,000 and were made on December 30, 2003 with
a conversion price of $2.12 per share, and were made equally by Messrs. Modlin
and Segall, or $300,000 each. The second such loans aggregated $250,000 and were
made on March 1, 2004 with a conversion price of $.8625 per share and were made
equally by them, or $125,000 each. The third such loans were made on March 31,
2004 with a conversion price of $.5625 per share and were made equally by them,
or $125,000 each. The fourth such loan was made on June 30, 2004 by Mr. Modlin
for $250,000 and is convertible at $.42 per share. Any shares issued on
conversion will not be registered and must be held for investment without a view
to distribution.

Note 5 - Accounting for Stock-Based Compensation

As permitted under Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation", the Company has elected to continue
to measure costs for its employee stock compensation plans by using the
accounting methods prescribed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", which allows that no compensation
cost be recognized provided the exercise price of options granted is equal to or
greater than fair market value of the Company's stock at date of grant.

                                       9
<PAGE>

Proforma results, representative of financial results which would have been
reported by the Company if it had adopted the fair value based method of
accounting for stock-based compensation under SFAS No. 123, are summarized
below:

<TABLE>
<CAPTION>
                                                        Three Months Ended    Nine Months Ended
                                                             June 30,           Ended June 30,
                                                        ------------------    ------------------
                                                         2004         2003     2004       2003
                                                        -------    -------    -------    -------
                                                      (Amounts in thousands, except per share data)

<S>                                                     <C>        <C>        <C>        <C>
Net income (loss), as reported                          $   110    $  (655)   $    40    $  (950)
Less: total stock-based employee compensation
      expense determined under fair value based
      method for all awards, net of related tax
      effects                                               (20)       (14)       (65)       (55)
                                                        -------    -------    -------    -------
Proforma net income (loss)                                   90       (669)       (25)    (1,005)
Less: dividends applicable to preferred stock              (443)      (478)    (1,337)    (1,434)
                                                        -------    -------    -------    -------
Proforma net income (loss) applicable to common and
  Class B stock                                         $  (353)   $(1,147)   $(1,362)   $(2,439)
                                                        =======    =======    =======    =======
Proforma  basic and diluted earnings (loss) per share   $ (0.09)   $ (0.34)   $ (0.34)   $ (0.72)
                                                        =======    =======    =======    =======
</TABLE>

The Black-Scholes method was used to compute the proforma amounts presented
above. No material stock options or other stock-based employee compensation
awards were granted to employees in the three and nine month periods ended June
30, 2004 and 2003.

Note 6 - Conversion of 5 % preferred stock

On November 5, 2003, the holder of the remaining 73,000 shares of 5% Preferred
Stock surrendered such shares for conversion into 27,097 shares of the Company's
Common Stock, which surrender and conversion had the effect of increasing
capital in excess of par value and reducing stockholders' deficit by $1,825,000.

Note 7 - Related Party Transactions

Mr. Howard Modlin, Secretary and a Director of the Company since 1969 and
Chairman of the Board of Directors of the Company since November 2001 and
currently Chairman, President and Chief Executive Officer, is also President of
the law firm of Weisman, Celler Spett & Modlin, P.C. ("WCSM") to whom the
Company was indebted for legal services in excess of $2,179,000 for work
performed prior to November 2001 and in settlement for which the Company issued
subordinated debentures. WCSM had filed a claim in the Company's bankruptcy
proceedings for $294,000 for work performed between November 2001 and September
15, 2003 during the Company's bankruptcy proceedings which was approved and
authorized by the bankruptcy court subsequent to September 30, 2003. None of
these legal fees have as yet been paid to WCSM for services rendered to the
Company. Furthermore, the Company was indebted to Mr. Modlin for fees for
Company director meetings he attended prior to November 2001 for which he
received subordinated debentures in the total amount of $16,400.

On September 30, 2003 the Stock Option Committee of the Board of Directors
awarded Mr. Modlin 459,268 shares of the Company's Class B stock and Lee M.
Paschall and John L. Segall, Directors, 25,000 shares each of the Company's
Common Stock, all subject to registration restrictions. Messrs. Segall and
Paschall respectively received subordinated debentures in the total amount of
$19,900 and $17,900 in payment for directors fees for Company director meetings
they attended prior to November 2001. In addition, Messrs, William G. Henry,
Vice President, Finance and Administration, and George M. Gray, Vice President,
Manufacturing and Engineering, are scheduled to receive subordinated debentures
for past services and bonuses in the amounts of $125,000 and $50,000,
respectively.

                                       10
<PAGE>

On June 30, 2004, pursuant to authorization by the Board of Directors and Audit
Committee, the Company entered into an agreement with WCSM whereby WCSM agreed
to be compensated on a contingency basis in a lawsuit brought against a customer
of leased equipment in lieu of all fees for legal services performed for the
period subsequent to the Company's emergence from bankruptcy through June 30,
2004.

See Note 4 regarding loans made to the Company by Messrs. Howard Modlin and John
L. Segall.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Notice Concerning Forward-Looking Statements
--------------------------------------------

The following Management's Discussion and Analysis contains "forward-looking
statements" within the meaning of the federal securities laws, including
forward-looking statements regarding future sales of our products to our
customers, inventory levels, expectations regarding our operating expenses,
gross margins, working capital and expenditure requirements and operating
requirements. In some cases, forward-looking statements can be identified by the
use of terminology such as "may," will, "expects," "intends," "plans,"
"anticipates," "estimates," "potential," or "continue," or the negative thereof
or other comparable terminology. These statements are based on current
expectations and projections about our industry and assumptions made by
management and are not guarantees of future performance. Although Company
management believes that the expectations reflected in the forward-looking
statements contained herein are reasonable, these expectations or any of the
forward-looking statements could prove to be incorrect and actual results could
differ materially from those projected or assumed in the forward-looking
statements. The Company's future financial condition, as well as any
forward-looking statements, are subject to risks and uncertainties, including
but not limited to the factors set forth in the "Risk Factors" section elsewhere
in this report, as well as in the Company's annual report on Form 10-K for the
year ended September 30, 2003 as filed with the Securities and Exchange
Commission. Unless required by law, the Company undertakes no obligation to
update any forward-looking statements or reasons why actual results may differ.

Overview
--------

The Company is a provider of networking and telecommunications products and
services to domestic and international customers. The Company designs,
assembles, markets, installs and maintains products and services that enable
telecommunications common carriers, corporations and governments to build,
upgrade and better manage their global telecommunications networks.
Specifically, GDC's switching, routing and LAN extension solutions, networking
products including integrated access systems for digital and analog transport
and multiplexers for network consolidation, constitute the Company's major
product elements.

From 1994 through 2002, the Company incurred significant net losses and as of
June 30, 2004 had an accumulated deficit of $235.7 million. A substantial
portion of the Company's operating losses have resulted from costs incurred
developing and marketing Asynchronous Transfer Mode ("ATM") technology in the
former Broadband Systems Division ("BSD").

After implementing a number of restructuring and cost reduction programs in an
attempt to better align the Company's operating cost structure with revenues, in
2001 three of the Company's business units were actively marketed for sale with
the objective of reducing outstanding debt and providing additional liquidity.

Between June and August 2001, three of the Company's four operating divisions
representing a significant portion of the assets of the Company, including BSD,
were sold. However, due to the impact of a general economic downturn and a

                                       11
<PAGE>

decline in the telecommunication industry in particular, the Company did not
realize sufficient proceeds from the sales to satisfy its secured debtors.
Revenues of divisions sold constituted 61% of consolidated revenues in fiscal
2001. By the end of fiscal 2001 the number of employees declined to 210 from
1,019 at the beginning of the year. Further cost-saving reductions were
implemented in fiscal 2002 and 2003 which reduced headcount to 111 employees at
September 30, 2003. The number of employees at June 30, 2004 was 99.

On November 2, 2001 General DataComm Industries Inc. and its domestic
subsidiaries ("the Debtors") filed a voluntary petition for relief under Chapter
11 of Title 11 of the United States Code, 11 U.S.C. ss. 101 et seq. (the
"Bankruptcy Code") of the Bankruptcy Code in the United States Bankruptcy Court
for the District of Delaware. The Debtors continued in possession of their
properties and the management of their business as debtors in possession
pursuant to sections 1107 and 1108 of the Bankruptcy Code.

During the year ended September 30, 2002, and in the aftermath of the sales of
its business units, the Debtors consolidated their remaining operations into the
owned facility in Naugatuck, Connecticut, and downsized their staff and
operating assets to more properly reflect current operating requirements for the
one remaining business unit.

On April 29, 2003, the Debtors and their secured lenders (the "Lenders") filed
their Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy
Code (as amended, the "Plan") and accompanying disclosure statement (the
"Disclosure Statement"), both of which set forth the consensual Chapter 11 plan
that was agreed upon by and between the Lenders, the Creditors Committee and the
Debtors. On June 24, 2003, the Court authorized the Debtors to commence the
solicitation process for the approval of the Plan including mailing of the
Disclosure Statement. On August 5, 2003, the Court entered an order confirming
the Plan. The Plan became effective on September 15, 2003.

RESULTS OF OPERATIONS

Net Sales
---------

                    Three Months Ended June 30,      Nine Months Ended June 30,
                    ---------------------------      --------------------------
(in thousands)       2004                2003          2004              2003
                    -------             -------      --------          --------

Net Sales           $ 3,605             $ 6,992      $ 12,800          $ 17,831


Net sales for the three months ended June 30, 2004 decreased 48% to $3,605,000
from $6,992,000 reported for the three months ended June 30, 2003. This decrease
is attributable to lower unit sales to large telecommunication carrier
customers, primarily Verizon and (through a distributor to) SBC Communications,
Inc. Net sales for the nine months ended June 30, 2004 decreased 28% to
$12,800,000 from $17,831,000 for the same period of the prior year due primarily
to lower unit sales to these same customers along with Bell Canada.

Net sales declined 12% sequentially from the quarter ended March 31, 2004 and
reflects continued weakness in the Company's markets. This decline began in
fiscal 2001 due to economic and industry-wide factors affecting the
telecommunications industry, including financial constraints affecting customers
and over-capacity in our customers' markets. The Company anticipates that the
current reduced capital spending levels by its customers will continue to affect
sales until there is an overall recovery in the telecommunications market, which

                                       12
<PAGE>

market is not expected to significantly change in 2004. Accordingly, the ability
to forecast future revenue trends in the current environment is difficult.

Gross Profit
------------

<TABLE>
<CAPTION>
                           Three Months Ended June 30,      Nine Months Ended June 30,
                           ---------------------------      --------------------------
(in thousands)              2004                2003         2004               2003
                           -------             -------      -------            -------

<S>                        <C>                 <C>          <C>                <C>
Gross profit               $ 2,061             $ 3,732      $ 7,381            $ 9,288
Percentage of revenues        57.2%               53.4%        57.7%              52.1%
</TABLE>


Gross profit, as a percentage of sales, in the three months ended June 30 2004
was 57.2% as compared to 53.4% in the three months ended June 30, 2003. The 3.8%
increase in gross profit margin in the three months ended June 30, 2004 was
attributable to the sale of older inventories that had previously been written
off (+4.6%) based on rules governing obsolescence, to sales of higher margined
products (+5.6%) offset in part by plant cost inefficiencies associated with
lower sales volumes (-6.4%).

Gross profit, as a percentage of sales, in the nine months ended June 30, 2004
increased 5.6% to 57.7% from 52.1% in the nine months ended June 30, 2003, due
to the sale of older inventories that had previously been written off (+3.5%)
based on rules governing obsolescence, to lower material component and
subcontractor assembly costs (+2.1%), to sales of higher margined products
(+5.6%) offset in part by plant cost inefficiencies associated with lower sales
volumes (-5.6%).

In future periods, the Company's gross profit will vary depending upon a number
of factors, including the mix of products sold, the cost of products
manufactured at subcontract facilities, the channels of distribution, the price
of products sold, discounting practices, price competition, increases in
material costs and changes in other components of cost of sales. As and to the
extent the Company introduces new products, it is possible that such products
may have lower gross profit margins than other established products in higher
volume production. Accordingly, gross profit as a percentage of sales may vary.

Selling, General and Administrative
-----------------------------------

<TABLE>
<CAPTION>
                           Three Months Ended June 30,      Nine Months Ended June 30,
                           ---------------------------      --------------------------
(in thousands)              2004                2003         2004               2003
                           -------             -------      -------            -------

<S>                        <C>                 <C>          <C>                <C>
Selling, general and
  administrative           $ 1,156             $ 1,841      $ 4,758            $ 5,294
Percentage of sales           32.1%               26.3%        37.2%              29.7%
</TABLE>


The Company's selling, general and administrative ("SG&A") expenses decreased to
$1,156,000, or 32.1% of sales in the three months ended June 30, 2004 from
$1,841,000, or 26.3% of sales in the three months ended June 30, 2003. The
reduction in spending in the quarter of $685,000, or 37%, was due to lower
payroll and payroll-related costs ($372,000) resulting from a reduced number of
employees, Company mandated salary and work week reductions and lower sales
commissions due to lower sales levels, lower benefit costs associated with the
lower number of employees and wages ($63,000), lower post-bankruptcy liability
insurance costs ($65,000), reduced legal expenses primarily a result of reduced
liability to a related-party law firm due to a contingent-based fee arrangement
agreed in the current year's quarter ($139,000) and other reductions ($46,000).
The increase in SG&A as a percentage of sales was due to the lower level of
sales in 2004 versus 2003.

                                       13
<PAGE>

For the nine months ended June 30, 2004, SG&A decreased to $4,758,000, or 37.2%
of sales, from $5,294,000, or 29.7% of sales in the nine months ended June 30,
2003. The reduction in spending in the nine months of $536,000, or 10%, was due
to lower payroll and payroll-related costs ($570,000), lower employee benefit
costs ($117,000), higher sales force travel expenses ($101,000) and other
increases ($50,000). The lower sales level in 2004 accounts for the increase in
SG&A as a percentage of sales.

Research and Product Development
--------------------------------

<TABLE>
<CAPTION>
                           Three Months Ended June 30,      Nine Months Ended June 30,
                           ---------------------------      --------------------------
(in thousands)              2004                2003         2004               2003
                           -------             -------      -------            -------

<S>                        <C>                 <C>          <C>                <C>
Research and product
  development              $   670             $   788      $ 2,124            $ 2,338
Percentage of sales           18.6%               11.3%        16.6%              13.1%
</TABLE>


Research and product development ("R&D") expenses decreased to $670,000 in the
three months ended June 30, 2004 as compared to $788,000 in the three months
ended June 30, 2003, due to lower labor costs resulting from a 10% salary
reduction in effect in 2004. However, due to the lower sales base, R&D as a
percentage of sales increased to 18.6% from 11.3% in these same periods.
Similarly, R&D expenses for the nine months ended June 30, 2004 decreased to
$2,124,000 from $2,338,000 in the comparable prior year period, while R&D as a
percentage of sales increased to 16.6% from 13.1% in the comparable prior year
period.

Other Income (Expense)
----------------------

Interest expense decreased to $869,000 and $2,659,000 in the three and nine
months ended June 30, 2004, respectively, from $1,066,000 and $3,332,000 in the
three and nine months ended June 30, 2003, respectively, due to higher adequate
protection (debt service) payments made while the Company operated in Chapter 11
in the prior fiscal year. It should be noted that interest is currently required
to be paid only on the Term Obligation and on certain of the convertible notes,
which interest payments amounted to $259,000 and $760,000 in the three and nine
months ended June 30, 2004, respectively, whereas interest is not currently paid
on the PIK Obligation, Debentures and priority tax claims.

Additional items included in other income (expense) for the three months ended
June 30, 2004 and 2003 totaled ($38,000) and $384,000, respectively. The 2004
quarterly amount includes $57,000 of foreign exchange losses on sales and
accounts receivable denominated in Canadian dollars. The 2003 quarterly amounts
included a $30,000 gain on a legal settlement and a net gain of $329,000 on the
sale of real estate in England.

Additional items included in other income for the nine months ended June 30,
2004 and 2003 totaled $99,000 and $3,007,000, respectively. The 2004 amount
includes $72,000 from the sale of excess furniture and equipment and other
smaller income items, offset by $55,000 of foreign exchange losses. The 2003
amount includes $2,480,000 from the settlement of legal claims in favor of the
Company, a $128,000 foreign duty refund and a net gain of $329,000 on the sale
of real estate in England.

                                       14
<PAGE>

Reorganization Items
--------------------

Reorganization items in both the three and nine months ended June 30, 2004
include $788,000 and $2,118,000 respectively, in reduced claims from unsecured
creditors in the Company's bankruptcy case due to challenges raised by the
Company.

Reorganization items in the three and nine months ended June 30, 2003 include
professional fees of $1,038,000 and $2,175,000, respectively, associated with
the Company's bankruptcy proceedings, primarily related to the Company's
unaffiliated legal advisors and the Creditors' Committee's legal and financial
advisors.

Provision for Income Taxes
--------------------------

No federal income tax provisions or tax benefits were provided in the three and
nine months ended June 30, 2004 and 2003 due to the valuation allowance provided
against the net change in deferred tax assets. The Company established a full
valuation allowance against its net deferred tax assets due to the uncertainty
of realization of benefits of the net operating loss carryforwards from prior
years. The Company has federal tax credit and net operating loss carryforwards
of approximately $12.0 million and $218.6 million, respectively, as of September
30, 2003. Income tax provisions for the three and nine months ended June 30,
2004 and 2003 reflect estimated minimum state taxes.

Liquidity and Capital Resources
-------------------------------
                                                      June 30,    September 30,
(in thousands)                                          2004          2003
                                                      --------    -------------

Cash and cash equivalents                             $    901      $  2,113
Working capital (deficit)                               (3,009)       (1,601)
  Total assets                                          12,330        15,939

Long-term debt, including current portion               37,902        39,817
  Total liabilities (excluding redeemable
    preferred stock)                                  $ 49,049      $ 52,698


                                           Three Months          Nine Months
                                           Ended June 30,       Ended June 30,
                                          ----------------    ------------------
(in thousands)                             2004      2003       2004      2003
                                          -----    -------    -------    -------

Net cash provided (used) by:
  Operating activities                     408        (10)      (337)     1,529
  Investing activities                      (5)     2,259         77      3,110
  Financing activities                    (500)    (2,282)    (1,277)    (5,965)


Note: Significant risk factors exist due to the Company's limited financial
resources and dependence on achieving future positive cash flows in order to
satisfy its obligations and avoid a default under its loan and debenture
obligations. See "Risk Factors" below for further discussion.

                                       15
<PAGE>

Cash Flows
----------

Net cash used by operating activities totaled $337,000 for the nine months ended
June 30, 2004 compared to net cash provided by operating activities of
$1,529,000 for the nine months ended June 30, 2003. Net cash used by operating
activities in the current period was due to a net loss before depreciation and
amortization and before gains on claims settlements of $1,935,000 compared to a
net loss of $818,000 in the comparable period in the prior year. The decrease in
accounts receivable provided cash of $661,000 for the nine months ended June 30,
2004 compared to $1,056,000 of cash used in the comparable period in the prior
year due to an increase in accounts receivable. The decrease in inventories for
the nine months ended June 30, 2004 provided $642,000 of cash compared to cash
provided in the same period last year of $1,650,000. Accounts payable decreased
$293,000 in the nine-month period ended June 2004 compared to an increase of
$128,000 in the comparable period in the prior fiscal year. There was a decrease
of $516,000 in accrued payroll due to the timing of payrolls, reduced number of
employees, payment of deferred salaries and lower sales commissions of $516,000
for the nine months ended June 30, 2004 compared to cash provided in the same
period last year of $180,000. Other changes in the nine-month period ended June
30, 2004 included an increase in accrued interest of $1,839,000 primarily for
debentures due in 2008, a reduction in accrued professional fees of $1,030,000
due to payments made and reduced charges for audit and legal work, and a
increase of $295,000 in other net assets. Other changes in the nine-month period
ended June 30, 2003 included a decrease of $424,000 in assets of discontinued
operations, receipt of a customer deposit in the amount of $144,000, an increase
in property and other tax obligations of $518,000, an increase in professional
fee obligations of $353,000 and a decrease of $6,000 in other net assets.

Cash provided by investing activities was $77,000 for the nine months ended June
30, 2004 compared to $3,110,000 for the nine months ended June 30, 2003. The
funds provided by investing activities during the nine months ended June 30,
2004 were the result of collections of notes receivable of $111,000, offset by
$34,000 used for purchases of property, plant and equipment. For the nine months
ended June 30, 2003, collections of notes receivable were $1,199,000 and net
proceeds from the sale of the Company's real estate in England were $1,917,000,
offset by $6,000 used for purchases of property, plant and equipment.

Cash used in financing activities was $1,277,000 for the nine months ended June
30, 2004 as compared to $5,965,000 for the nine months ended June 30, 2003.
Payments on the term loan obligation were $2,627,000 and $5,965,000 for the nine
months ended June 30, 2004 and 2003, respectively. Proceeds from the issuance of
notes payable to related parties provided $1,350,000 of cash in the nine months
ended June 30, 2004.

Liquidity
---------

The Company has no current line of credit and limited ability to borrow
additional funds and in recent months has had to rely upon loans from related
parties in order to meet its payment obligations to senior secured lenders. It
must, therefore, fund operations from cash balances and cash generated from
operating activities. The Company has significant short-term obligations
including payment of professional fees and monthly payments of principal and
interest (currently such principal and interest total approximately $320,000
each month) under its loan and security agreement. Furthermore, at June 30, 2004
the Company had significant outstanding long-term debt obligations ($37.9
million) and priority tax claims ($1.2 million), along with interest thereon.

The Company's failure to make required payments under its loan and security
agreement would constitute an event of default. In addition, the Company is
required to meet an "EBITDA" (earnings before interest, taxes, depreciation and
amortization) financial covenant to avoid an event of default.

                                       16
<PAGE>

The ability of the Company to meet cash flow and loan covenant requirements is
directly affected by the factors described below in the section titled "Risk
Factors". There can be no assurance that the Company will be able to avoid a
default on its loan and security agreement. The Company believes that it met the
covenant requirement for the period ended June 30, 2004 due in large part to
reduction of creditors' pre-petition bankruptcy claims. There can be no
assurance that such covenant will be met for the period ending September 30,
2004 or thereafter. The failure to meet the covenant requirement may result in a
default in which case the senior secured lenders may accelerate payment of the
outstanding debt ($14.6 million at June 30, 2004) and have the right to
foreclose on their security interests which likely would require the Company to
again file for bankruptcy protection.

The Company emerged from Chapter 11 bankruptcy on September 15, 2003. Under the
plan of emergence, the Company plans to pay all creditors 100% of their allowed
claims based upon a five year business plan. The ability to meet the objectives
of this business plan is directly affected by the factors described in the "Risk
Factors Section". The Company cannot assure investors that it will be able to
obtain new customers or to generate the increased revenues required to meet its
business plan objectives. In addition, in order to effectuate the business plan,
the Company may need to seek additional funding through public or private equity
offerings, debt financings or commercial partners. The Company cannot assure
investors that it will obtain funding on acceptable terms, if at all. If the
Company is unable to generate sufficient revenues or access capital on
acceptable terms, it may be required to (a) obtain funds on unfavorable terms
that may require the Company to relinquish rights to certain of its technologies
or that would significantly dilute its stockholders and/or (b) significantly
scale back current operations. Either of these two possibilities would have a
material adverse effect on the Company's business, financial condition and
results of operations.

In fiscal 2003 and 2002, operations were funded primarily through cash generated
from operations. Proceeds realized from sales and liquidations of non-core
assets were required to pay down the secured debt. In prior years the Company
had obtained cash from a combination of loans, convertible debt, and sales of
common and preferred stock.

At June 30, 2004 the Company's principal source of liquidity included cash and
cash equivalents of approximately $0.9 million compared to $2.1 million at
September 30, 2003. At June 30, 2004, the Company's working capital was a
deficit of approximately $3.0 million.

The Company has significant unpaid professional fees (approximately $0.9
million) at June 30, 2004 that are expected to be paid in fiscal 2004 and 2005.
These include independent auditors' fees and remaining bankruptcy professional
fees. In order to meet these and other future payments, the Company's financial
projections anticipate that revenue growth combined with minimal inventory and
capital asset investment will be required to sustain operations.

Because operating results fluctuate significantly due to decreases in customer
demand or decreases in the acceptances of our future products, the Company may
be unable to generate positive cash flow from operations. Should the need arise,
it may become necessary to borrow additional funds or otherwise raise additional
capital. However, since the Company does not have any source of additional funds
or capital in place, any such requirement could have a material adverse effect
on the Company. See the section titled "Risk Factors".

As a result of the potential liquidity and cash flow risks described above, the
Company's independent auditors for fiscal 2003 expressed uncertainty about the
Company's ability to continue as a going concern in their opinion on the
Company's financial statements. Management has responded to such risks as part
of an ongoing strategy by restructuring its sales force, increasing factory and
office shutdown time, containing expenses and reducing the size of the employee

                                       17
<PAGE>

workforce (see the "Recent Developments" section of Note 1 of the Notes to
Condensed Consolidated Financial Statements in Item 1 of this Form 10-Q). In
addition, in fiscal 2004 the Company obtained $1,350,000 in loans from related
parties to be used primarily to allow the Company to make required monthly
payments to and as replacement of amounts owed its senior secured lenders (see
Note 4 of the Notes to condensed Consolidated Financial Statements included in
Item 1 of this Form 10-Q). The Company also is actively marketing for sale its
land and building and pursuing other asset recoveries, the proceeds of which
would be used to reduce secured debt and related interest.

Critical Accounting Policies
----------------------------

The Company's financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles in the United States of
America. Preparing financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, revenue
and expenses. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under
the circumstances. Due to the inherent uncertainty involved in making estimates,
actual results reported in future periods might be based upon amounts that
differ from those estimates. The following represent what the Company believes
are among the critical accounting policies most affected by significant
management estimates and judgments. See Note 2 to Consolidated Financial
Statements in Item 8 of the Company's Annual Report on Form 10-K for the year
ended September 30, 2003 as filed with the Securities and Exchange Commission
for a summary of the Company's financial accounting policies.

Revenue Recognition. The Company recognizes a sale when the product is shipped
and the following four criteria are met upon shipment: (1) persuasive evidence
of an arrangement exists; (2) title and risk of loss transfers to the customer;
(3) the selling price is fixed or determinable; and (4) collectibility is
reasonably assured. A reserve for future product returns is established at the
time of the sale based on historical return rates and return policies including
stock rotation for sales to distributors that stock the Company's products.

Warranty Reserves - The Company offers warranties of various lengths to our
customers depending on the specific product and the terms of our customer
purchase agreements. Standard warranties require the Company to repair or
replace defective product returned during the warranty period at no cost to the
customer. An estimate for warranty related costs is recorded based on actual
historical return rates and repair costs at the time of sale. On an on-going
basis, management reviews these estimates against actual expenses and makes
adjustments when necessary. While warranty costs have historically been within
expectations of the provision established, there is no guarantee that the
Company will continue to experience the same warranty return rates or repair
costs as in the past. A significant increase in product return rates or the
costs to repair our products would have a material adverse impact on the
Company's operating results.

Impairment of Long-Lived Assets and Goodwill. The Company assesses the
impairment of long-lived assets and goodwill whenever events or changes in
circumstances indicate that the carrying value may not be recoverable under the
guidance prescribed by SFAS No.'s 144 and 142, respectively. The Company's
long-lived assets include, but are not limited to, real estate, property and
equipment and software licenses.

At June 30, 2004 and September 30, 2003, real estate represents the only
significant remaining long-lived asset that has not been fully impaired.

Inventories. The Company values inventory at the lower of cost or market. Cost
is computed using standard cost, which approximates actual cost on a first-in,
first-out basis. Agreements with certain customers provide for return rights.
The Company is able to reasonably estimate these returns and they are accrued
for at the time of shipment. Inventory quantities on hand are reviewed on a
quarterly basis and a provision for excess and obsolete inventory is recorded

                                       18
<PAGE>

based primarily on product demand for the preceding twelve months. Historical
product demand may prove to be an inaccurate indicator of future demand in which
case the Company may increase or decrease the provision required for excess and
obsolete inventory in future periods. The Company has possession of inventory
from its former Broadband Systems Division that was sold in 2001 which has been
written off for financial reporting purposes. If the Company is able to sell
inventory in the future that has been previously written off, such sales will
result in higher than normal gross margin.

Allowance for Doubtful Accounts. The Company estimates losses resulting from the
inability of its customers to make payments for amounts billed. The
collectability of outstanding invoices is continually assessed. Assumptions are
made regarding the customer's ability and intent to pay, and are based on
historical trends, general economic conditions and current customer data. Should
our actual experience with respect to collections differ from these assessments,
there could be adjustments to our allowance for doubtful accounts.

Deferred Tax Assets. The Company has provided a full valuation allowance related
to its deferred tax assets. In the future, if sufficient evidence of the
Company's ability to generate sufficient future taxable income in certain tax
jurisdictions becomes apparent, the Company will be required to reduce its
valuation allowances, resulting in income tax benefits in the Company's
consolidated statement of operations. Management evaluates the realizability of
the deferred tax assets and assesses the need for the valuation allowance each
year.

Off Balance Sheet Arrangements. The Company has no off balance sheet
arrangements.

RISK FACTORS

THE FOLLOWING IS A DISCUSSION OF CERTAIN FACTORS THAT CURRENTLY IMPACT THE
COMPANY'S BUSINESS, OPERATING RESULTS AND/OR FINANCIAL CONDITION AND, AS A
RESULT, PAST PERFORMANCE SHOULD NOT BE CONSIDERED TO BE A RELIABLE INDICATION OF
FUTURE PERFORMANCE.

         GDC Limited Operating History Since Emerging from Bankruptcy. The
Company recently emerged from Bankruptcy on September 15, 2003. The Company
voluntarily filed for protection under Chapter 11 of the US Bankruptcy Code on
November 2, 2001, after incurring seven consecutive years of losses and selling
three of its four operating divisions in 2001. Accordingly, an investor in our
common stock must evaluate the risks, uncertainties, and difficulties frequently
encountered by a company emerging from Chapter 11 and that operates in rapidly
evolving markets such as the telecommunications equipment industry.

Due to the Company's limited operating history since emergence, the Company may
not successfully implement any of its strategies or successfully address these
risks and uncertainties. As described by the following factors, past financial
performance should not be considered to be a reliable indicator of future
performance, and investors should not use historical trends to anticipate
results or trends in future periods.

         Limited Financial Resources and Risk of Default. The Company has no
credit line in place and, therefore, no ability to borrow additional funds and
has had to borrow funds from related parties to meet its cash commitments. There
is no formal commitment from the related parties to provide loans in the future
and there is no assurance that such loans would be made in the future. The
Company must, therefore, substantially fund future operations from cash balances
and cash generated from operating activities. The Company has significant short

                                       19
<PAGE>

term obligations including payment of professional fees and monthly payments of
principal and interest (currently such principal and interest totals
approximately $320,000 per month) under its new loan agreement. Furthermore, the
Company has significant long-term debt obligations outstanding (approximately
$37.9 million).


The Company's failure to make required payments under the new loan agreement
would constitute an event of default. In addition, each quarter the Company is
required to meet a minimum EBITDA (earnings before interest, taxes, depreciation
and amortization) financial covenant, starting with $1,100,000 for the quarter
ended March 31, 2004 and measured on a cumulative basis in subsequent quarters,
in order to avoid an event of default.

The ability of the Company to meet cash flow and loan covenant requirements is
directly affected by the factors described elsewhere in this section on "Risk
Factors".

There can be no assurance that the Company will be able to avoid a default on
the new loan agreement. If there is such a default, the senior secured lenders
may accelerate payment of the outstanding debt ($14.6 million at June 30, 2004)
and foreclose on their security interests which likely would require the Company
to again file for bankruptcy protection. In addition, the Company's new loan
agreement provides the lenders with warrants to (i) purchase up to 51% of the
Company's common stock at $.01 per share in the event of default and (ii)
purchase 10% of the Company's common stock at $.01 per share if the debt owing
to them is not fully paid by December 31, 2004. Both such warrants and any
common stock issued thereunder will be cancelled if the lender's outstanding
debt is fully paid by December 31, 2007.

         Dependence on Legacy and Recently Introduced Products and New Product
Development. The Company's future results of operations are dependent on market
acceptance of existing and future applications for the Company's current
products and new products in development. The majority of sales continue to be
provided by the Company's legacy products, primarily our DSU/CSU, V.34 lines
which represented approximately 85% of net sales in fiscal 2003. The Company
anticipates that net sales from legacy products will decline over the next
several years and net sales of new products will increase at the same time, with
significant quarterly fluctuations possible, and without assurance that sales of
new products will increase at the same time.

Market acceptance of both the Company's recently introduced InnovX product line
and future product lines is dependent on a number of factors, not all of which
are in the Company's control, including the continued growth in the use of
bandwidth intensive applications, continued deployment of new telecommunication
services, market acceptance of multiservice access devices, the availability and
price of competing products and technologies, and the success of the Company's
sales and marketing efforts. Failure of the Company's products to achieve market
acceptance would have a material adverse effect on the Company's business,
financial condition and results of operations. Failure to introduce new products
in a timely manner in order to replace sales of legacy products could cause
customers to purchase products from competitors and have a material adverse
effect on the Company's business, financial condition and results of operations.

New products under development may require additional development work,
enhancement and testing or further refinement before the Company can make them
commercially available. The Company has in the past experienced delays in the
introduction of new products, product applications and enhancements due to a
variety of internal factors, such as reallocation of priorities, financial
constraints, difficulty in hiring sufficient qualified personnel, and unforeseen
technical obstacles, as well as changes in customer requirements. Such delays

                                       20
<PAGE>

have deferred the receipt of revenue from the products involved. If the
Company's products have performance, reliability or quality shortcomings, then
the Company may experience reduced orders, higher manufacturing costs, delays in
collecting accounts receivable, and additional warranty and service expenses.

         Customer Concentration. The Company's historical customers have
consisted primarily of RBOCs, long distance service providers, wireless service
providers, and resellers who sell to these customers. The market for the
services provided by the majority of these service providers has been influenced
largely by the passage and interpretation of the Telecommunications Act of 1996.
Service providers require substantial capital for the development, construction,
and expansion of their networks and the introduction of their services. The
ability of service providers to fund such expenditures often depends on their
ability to budget or obtain sufficient capital resources. Over the past several
years, resources made available by these customers for capital acquisitions have
declined, particularly due to negative market conditions for telecommunication
companies in the United States. If the Company's current or potential service
provider customers cannot successfully raise the necessary funds, or if they
experience any other adverse effects with respect to their operating results or
profitability, their capital spending programs may be adversely impacted which
could materially adversely affect the Company's business, financial condition
and results of operations.

A small number of customers have historically accounted for a majority of the
Company's sales. Sales to the Company's top five customers accounted for 61% of
sales in fiscal 2003. There can be no assurance that the Company's current
customers will continue to place orders with the Company, that orders by
existing customers will continue at the levels of previous periods, or that the
Company will be able to obtain orders from new customers. The Company expects
the economic climate and conditions in the telecommunications equipment industry
to remain unpredictable in fiscal 2004, and possibly beyond. The loss of one or
more of the Company's service provider customers, such as occurred during the
past three years through industry consolidation or otherwise, could have a
material adverse effect on our sales and operating results. A bankruptcy filing
by one or more of the Company's major customers could materially adversely
affect the Company's business, financial condition and results of operations.

         Dependence on Key Personnel. The Company's future success will depend
to a large extent on the continued contributions of its executive officers and
key management, sales, and technical personnel. Each of the Company's executive
officers, and key management, sales and technical personnel would be difficult
to replace. The Company does not have employment contracts with its key
employees. The Company implemented significant cost and staff reductions in
recent years which may make it more difficult to attract and retain key
personnel. The loss of the services of one or more of the Company's executive
officers or key personnel, or the inability to attract qualified personnel,
could delay product development cycles or otherwise could have a material
adverse effect on the Company's business, financial condition and results of
operations.

         Dependence on Key Suppliers and Component Availability. The Company
generally relies upon several contract manufacturers to assemble finished and
semi-finished goods. The Company's products use certain components, such as
microprocessors, memory chips and pre-formed enclosures that are acquired or
available from one or a limited number of sources. Component parts that are
incorporated into board assemblies are sourced directly by the Company from
suppliers. The Company has generally been able to procure adequate supplies of
these components in a timely manner from existing sources.

                                       21
<PAGE>

While most components are standard items, certain application-specific
integrated circuit chips used in many of the Company's products are customized
to the Company's specifications. None of the suppliers of components operate
under contract. Additionally, availability of some standard components may be
affected by market shortages and allocations. The Company's inability to obtain
a sufficient quantity of components when required, or to develop alternative
sources due to lack of availability or degradation of quality, at acceptable
prices and within a reasonable time, could result in delays or reductions in
product shipments which could materially affect the Company's operating results
in any given period. In addition, as referenced above the Company relies heavily
on outsourcing subcontractors for production. The inability of such
subcontractors to deliver products in a timely fashion or in accordance with the
Company's quality standards could materially affect the Company's operating
results and business.

The Company uses internal forecasts to manage its general finished goods and
components requirements. Lead times for materials and components may vary
significantly, and depend on factors such as specific supplier performance,
contract terms, and general market demand for components. If orders vary from
forecasts, the Company may experience excess or inadequate inventory of certain
materials and components, and suppliers may demand longer lead times and higher
prices. From time to time, the Company has experienced shortages and allocations
of certain components, resulting in delays in fulfillment of customer orders.
Such shortages and allocations may occur in the future, and could have a
material adverse effect on the Company's business, financial condition and
results of operations.

         Fluctuations in Quarterly Operating Results. The Company's sales are
subject to quarterly and annual fluctuations due to a number of factors
resulting in more variability and less predictability in the Company's
quarter-to-quarter sales and operating results. As a small number of customers
have historically accounted for a majority of the Company's sales, order
volatility by any of these major customers has had and may have an impact on the
Company in the prior, current and future fiscal quarters and years.

Most of the Company's sales require short delivery times. The Company's ability
to affect and judge the timing of individual customer orders is limited. Large
fluctuations in sales from quarter-to-quarter could be due to a wide variety of
factors, such as delay, cancellation or acceleration of customer projects, and
other factors discussed below. The Company's sales for a given quarter may
depend to a significant degree upon planned product shipments to a single
customer, often related to specific equipment or service deployment projects.
The Company has experienced a slowdown in orders related to such projects,
causing changes in the sales level of a given quarter relative to both the
preceding and subsequent quarters.

Delays or lost sales can be caused by other factors beyond the Company's
control, including late deliveries by the third party subcontractors the Company
is using to outsource its manufacturing operations and by vendors of components
used in a customer's products, slower than anticipated growth in demand for the
Company's products for specific projects or delays in implementation of projects
by customers and delays in obtaining regulatory approvals for new services and
products. Delays and lost sales have occurred in the past and may occur in the
future. The Company believes that sales in the past have been adversely impacted
by merger and restructuring activities by some of its top customers. These and
similar delays or lost sales could materially adversely affect the Company's
business, financial condition and results of operations. See "Customer
Concentration" and "Dependence on Key Suppliers and Component Availability".

The Company's backlog at the beginning of each quarter typically is not
sufficient to achieve expected sales for that quarter. To achieve its sales
objectives, the Company is dependent upon obtaining orders in a quarter for
shipment in that quarter. Furthermore, the Company's agreements with certain of
its customers typically provide that they may change delivery schedules and
cancel orders within specified timeframes, typically up to 30 days prior to the
scheduled shipment date, without significant penalty. Some of the Company's
customers have in the past built, and may in the future build, significant
inventory in order to facilitate more rapid deployment of anticipated major

                                       22
<PAGE>

projects or for other reasons. Decisions by such customers to reduce their
inventory levels could lead to reductions in purchases from the Company in
certain periods. These reductions, in turn, could cause fluctuations in the
Company's operating results and could have an adverse effect on the Company's
business, financial condition and results of operations in the periods in which
the inventory is reduced.

Operating results may also fluctuate due to a variety of factors, including
market acceptance of the Company's new InnovX line of products, delays in new
product introductions by the Company, market acceptance of new products and
feature enhancements introduced by the Company, changes in the mix of products
and or customers, the gain or loss of a significant customer, competitive price
pressures, changes in expenses related to operations, research and development
and marketing associated with existing and new products, and the general
condition of the economy.

All of the above factors are difficult for the Company to forecast, and these or
other factors can materially and adversely affect the Company's business,
financial condition and results of operations for one quarter or a series of
quarters. The Company's expense levels are based in part on its expectations
regarding future sales and are fixed in the short term to a certain extent.
Therefore, the Company may be unable to adjust spending in a timely manner to
compensate for any unexpected shortfall in sales. Any significant decline in
demand relative to the Company's expectations or any material delay of customer
orders could have a material adverse effect on the Company's business, financial
condition, and results of operations. There can be no assurance that the Company
will be able to be profitable on a quarterly or annual basis. In addition, the
Company has had, and in some future quarter may have, operating results below
the expectations of public market analysts and investors. In such event, the
price of the Company's Common Stock would likely be materially and adversely
affected. See "Potential Volatility of Stock Price".

         Competition. The market for telecommunications network access equipment
addressed by the Company's SpectraComm, InnovX and TMS/OCM product families can
be characterized as highly competitive, with intensive equipment price pressure.
This market is subject to rapid technological change, wide-ranging regulatory
requirements, the entrance of low cost manufacturers and the presence of
formidable competitors that have greater name recognition and financial
resources. Certain technology such as the V.34 and DSU/CSU portion of the
SpectraComm and InnovX lines are not considered new and this market has
experienced decline in recent years.

Industry consolidation could lead to competition with fewer, but stronger
competitors. In addition, advanced termination products are emerging, which
represent both new market opportunities, as well as a threat to the Company's
current products. Furthermore, basic line termination functions are increasingly
being integrated by competitors, such as Cisco, Lucent Technologies, Inc. and
Nortel Networks, into other equipment such as routers and switches. To the
extent that current or potential competitors can expand their current offerings
to include products that have functionality similar to the Company's products
and planned products, the Company's business, financial condition and results of
operations could be materially adversely affected. Many of the Company's current
and potential competitors have substantially greater technical, financial,
manufacturing and marketing resources than the Company. In addition, many of the
Company's competitors have long-established relationships with network service
providers. There can be no assurance that the Company will have the financial
resources, technical expertise, manufacturing, marketing, distribution and
support capabilities to compete successfully in the future.

         Rapid Technological Change. The network access and telecommunications
equipment markets are characterized by rapidly changing technologies and
frequent new product introductions. The rapid development of new technologies
increases the risk that current or new competitors could develop products that
would reduce the competitiveness of the Company's products. The Company's
success will depend to a substantial degree upon its ability to respond to

                                       23
<PAGE>

changes in technology and customer requirements. This will require the timely
selection, development and marketing of new products and enhancements on a
cost-effective basis. The development of new, technologically advanced products
is a complex and uncertain process, requiring high levels of innovation. The
Company may need to supplement its internal expertise and resources with
specialized expertise or intellectual property from third parties to develop new
products.

Furthermore, the communications industry is characterized by the need to design
products that meet industry standards for safety, emissions and network
interconnection. With new and emerging technologies and service offerings from
network service providers, such standards are often changing or unavailable. As
a result, there is a potential for product development delays due to the need
for compliance with new or modified standards. The introduction of new and
enhanced products also requires that the Company manage transitions from older
products in order to minimize disruptions in customer orders, avoid excess
inventory of old products and ensure that adequate supplies of new products can
be delivered to meet customer orders. There can be no assurance that the Company
will be successful in developing, introducing or managing the transition to new
or enhanced products, or that any such products will be responsive to
technological changes or will gain market acceptance. The Company's business,
financial condition and results of operations would be materially adversely
affected if the Company were to be unsuccessful, or to incur significant delays
in developing and introducing such new products or enhancements. See "Dependence
on Legacy and Recently Introduced Products and New Product Development".

         Compliance with Regulations and Evolving Industry Standards. The market
for the Company's products is characterized by the need to meet a significant
number of communications regulations and standards, some of which are evolving
as new technologies are deployed. In the United States, the Company's products
must comply with various regulations defined by the Federal Communications
Commission and standards established by Underwriters Laboratories and Bell
Communications Research and new products introduced in the SpectraComm line will
need to be NEBS Certified. As standards continue to evolve, the Company will be
required to modify its products or develop and support new versions of its
products. The failure of the Company's products to comply, or delays in
compliance, with the various existing and evolving industry standards, could
delay introduction of the Company's products, which could have a material
adverse effect on the Company's business, financial condition and results of
operations.

         GDC May Require Additional Funding to Sustain Operations. The Company
emerged from Chapter 11 bankruptcy on September 15, 2003. Under the plan of
emergence, the Company plans to pay all creditors 100% of their allowed claims
based upon a five year business plan. The ability to meet the objectives of this
business plan is directly affected by the factors described in this section
"Risk Factors". The Company cannot assure investors that it will be able to
obtain new customers or to generate the increased revenues required to meet our
business plan objectives. In addition, in order to execute the business plan,
the Company may need to seek additional funding through public or private equity
offerings, debt financings or commercial partners. The Company cannot assure
investors that it will obtain funding on acceptable terms, if at all. If the
Company is unable to generate sufficient revenues or access capital on
acceptable terms, it may be required to (a) obtain funds on unfavorable terms
that may require the Company to relinquish rights to certain of our technologies
or that would significantly dilute our stockholders and/or (b) significantly
scale back current operations. Either of these two possibilities would have a
material adverse effect on the Company's business, financial condition and
results of operations.

         Risks Associated With Entry into International Markets. The Company to
date has had minimal direct sales to customers outside of North America since
2001. The Company has little recent experience in international markets with the
exception of a few direct customers and resellers/integrators. The Company
intends to expand sales of its products outside of North America and to enter
certain international markets, which will require significant management
attention and financial resources. Conducting business outside of North America

                                       24
<PAGE>

is subject to certain risks, including longer payment cycles, unexpected changes
in regulatory requirements and tariffs, difficulties in supporting foreign
customers, greater difficulty in accounts receivable collection and potentially
adverse tax consequences. To the extent any Company sales are denominated in
foreign currency, the Company's sales and results of operations may also be
directly affected by fluctuations in foreign currency exchange rates. In order
to sell its products internationally, the Company must meet standards
established by telecommunications authorities in various countries, as well as
recommendations of the Consultative Committee on International Telegraph and
Telephony. A delay in obtaining, or the failure to obtain, certification of its
products in countries outside the United States could delay or preclude the
Company's marketing and sales efforts in such countries, which could have a
material adverse effect on the Company's business, financial condition and
results of operations.

         Risk of Third Party Claims of Infringement. The network access and
telecommunications equipment industries are characterized by the existence of a
large number of patents and frequent litigation based on allegations of patent
infringement. From time to time, third parties may assert exclusive patent,
copyright, trademark and other intellectual property rights to technologies that
are important to the Company. The Company has not conducted a formal patent
search relating to the technology used in its products, due in part to the high
cost and limited benefits of a formal search. In addition, since patent
applications in the United States are not publicly disclosed until the related
patent is issued and foreign patent applications generally are not publicly
disclosed for at least a portion of the time that they are pending, applications
may have been filed which, if issued as patents, could relate to the Company's
products. Software comprises a substantial portion of the technology in the
Company's products. The scope of protection accorded to patents covering
software-related inventions is evolving and is subject to a degree of
uncertainty which may increase the risk and cost to the Company if the Company
discovers third party patents related to its software products or if such
patents are asserted against the Company in the future.

The Company may receive communications from third parties asserting that the
Company's products infringe or may infringe the proprietary rights of third
parties. In its distribution agreements, the Company typically agrees to
indemnify its customers for any expenses or liabilities resulting from claimed
infringements of patents, trademarks or copyrights of third parties. In the
event of litigation to determine the validity of any third-party claims, such
litigation, whether or not determined in favor of the Company, could result in
significant expense to the Company and divert the efforts of the Company's
technical and management personnel from productive tasks. In the event of an
adverse ruling in such litigation, the Company might be required to discontinue
the use and sale of infringing products, expend significant resources to develop
non-infringing technology or obtain licenses from third parties. There can be no
assurance that licenses from third parties would be available on acceptable
terms, if at all. In the event of a successful claim against the Company and the
failure of the Company to develop or license a substitute technology, the
Company's business, financial condition, and results of operations could be
materially adversely affected.

         Limited Protection of Intellectual Property. The Company relies upon a
combination of patent, trade secret, copyright, and trademark laws and
contractual restrictions to establish and protect proprietary rights in its
products and technologies. The Company has been issued certain U.S. and Canadian
patents with respect to certain products. There can be no assurance that third
parties have not or will not develop equivalent technologies or products without
infringing the Company's patents or that a court having jurisdiction over a
dispute involving such patents would hold the Company's patents valid,
enforceable and infringed. The Company also typically enters into
confidentiality and invention assignment agreements with its employees and
independent contractors, and non-disclosure agreements with its suppliers,
distributors and appropriate customers so as to limit access to and disclosure
of its proprietary information. There can be no assurance that these statutory
and contractual arrangements will deter misappropriation of the Company's
technologies or discourage independent third-party development of similar
technologies. In the event such arrangements are insufficient, the Company's

                                       25
<PAGE>

business, financial condition and results of operations could be materially
adversely affected. The laws of certain foreign countries in which the Company's
products are or may be developed, manufactured or sold may not protect the
Company's products or intellectual property rights to the same extent as do the
laws of the United States and thus, make the possibility of misappropriation of
the Company's technology and products more likely.

         Potential Volatility of Stock Price. The trading price of the Company's
common stock may be subject to wide fluctuations in response to
quarter-to-quarter variations in operating results, announcements of
technological innovations or new products by the Company or its competitors,
developments with respect to patents or proprietary rights, general conditions
in the telecommunication network access and equipment industries, changes in
earnings estimates by analysts, or other events or factors. In addition, the
stock market has experienced extreme price and volume fluctuations, which have
particularly affected the market prices of many technology companies and which
have often been unrelated to the operating performance of such companies.
Company-specific factors or broad market fluctuations may materially adversely
affect the market price of the Company's common stock. The Company has
experienced significant fluctuations in its stock price and share trading volume
in the past and may continue to do so.

         The Company is Controlled by a Small Number of Stockholders and Certain
Creditors. Mr. Modlin, Chairman of the Board and Chief Executive Officer, and
President of Weisman Celler Spett & Modlin, P.C., legal counsel for the Company,
owns approximately 70% of the Company's outstanding shares of Class B stock.
Furthermore, Mr. Modlin is also executor of the estate of Mr. Charles P.
Johnson, the former Chairman of the Board and Chief Executive Officer, and such
estate owns approximately 27% of the outstanding shares of Class B stock. Class
B stock under certain circumstances has 10 votes per share in the election of
Directors. The Board of Directors is to consist of no less than three and no
more than thirteen directors, one of which may be (and has been) designated by
the Creditors Committee (and thereafter the Trustee). The holders of the 9%
Preferred Stock are presently entitled to designate two directors until all
arrears on the dividends on such 9% Preferred Stock are paid in full. In
addition, until the Company's primary secured loan obligations are paid in full,
the primary secured lender, Ableco Finance LLC ("Ableco") is entitled to
designate three directors and, upon default in its loan, its affiliate shall
have the right under the two warrants it holds, to (i) acquire from 5% to 51% of
the outstanding Common Stock depending on the amount of the outstanding secured
debt at such time and (ii) acquire 10% of the outstanding common stock on a
diluted basis. If Ableco's loan is not repaid in full by September 15, 2006, the
Trustee may designate two more directors, and in the event of a payment default
under the Debentures which is not cured within 60 days after written notice, the
Trustee shall be entitled to select a majority of the Board of Directors.
Accordingly, in the absence of a default under Ableco's loan, or a payment
default under the Debentures, Mr. Modlin may be able to elect all members of the
Board of Directors not designated by the holders of the 9% Preferred Stock,
Ableco and the Trustee in a contested election for directors and determine the
outcome of certain corporate actions requiring stockholder approval, such as
mergers and acquisitions of the Company. This level of ownership by such persons
and entities could have the effect of making it more difficult for a third party
to acquire, or of discouraging a third party from attempting to acquire, control
of the Company. Such provisions could limit the price that certain investors
might be willing to pay in the future for shares of the Company's common stock,
thereby making it less likely that a stockholder will receive a premium in any
sale of shares. To date, the holders of the 9% Preferred Stock and Ableco have
not designated any directors.


ITEM 3.  QUANTITIVE AND QUALITIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that impacts our financial position,
results of operations or cash flows due to adverse changes in financial and
commodity market prices and rates. Historically the Company has had little or no
exposure to market risk for changes in foreign currency exchange rates as
measured against the United States dollar, except to the extent the Company

                                       26
<PAGE>

invoices customers in foreign currencies and is, therefore, subject to foreign
currency exchange rate risk on any individual invoice while it remains unpaid, a
period that normally is less than 90 days. At June 30, 2004 the Company had net
accounts receivable denominated in Canadian dollars of approximately $986,012
(equivalent to approximately $739,213 U.S. dollars).

The Company is subject to interest rate risks on its long-term debt. If market
interest rates were to increase immediately and uniformly by 10% from levels as
of June 30, 2004, the additional interest expense would be approximately $1.4
million annually. However, the Company believes that the effect, if any, of
reasonably possible near-term changes in interest rates on the Company's
financial position, results of operations and cash flows would not be material
until the bank prime lending rate, currently 4.25%, exceeded 5.0%.


ITEM 4.  CONTROLS AND PROCEDURES

For the period covered by this report, the Company carried out an evaluation,
under the supervision and with the participation of the Company's management,
including the Company's President and Chief Executive Officer, and Vice
President and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15. Based upon that evaluation, the Company's President
and Chief Executive Officer, and Vice President and Chief Financial Officer,
have concluded that the Company's disclosure controls and procedures are
effective to ensure the information required to be disclosed in reports filed or
submitted under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. There have been no significant changes in
the Company's internal controls over financial reporting that occurred during
the period covered by this Quarterly Report on Form 10-Q that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.


ITEM 5.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits Index:

Exhibit Number       Description of Exhibit
--------------       ----------------------

31.1                 Certification of Chief Executive Officer pursuant to Rule
                     13a-14(a) or Rule 15d-14(a) under the Securities Exchange
                     Act of 1934.

31.2                 Certification of Chief Financial Officer pursuant to Rule
                     13a-14(a) or Rule 15d-14(a) under the Securities Exchange
                     Act of 1934

32.1                 Certification of Chief Executive Officer and Chief
                     Financial Officer pursuant to 18 U.S.C. Section 1350, as
                     adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                     of 2002

(b)      Reports on From 8-K

         During the quarter ended June 30, 2004, reports on Form 8-K were filed
         as follows:

         (i)   A report on Form 8-K dated April 1, 2004 advising that the
               Company borrowed an additional $125,000 from each of Howard S.
               Modlin, Chairman of the Board and John L. Segall, a Director, for

                                       27
<PAGE>

               replacement of senior indebtedness being repaid with the $250,000
               aggregate proceeds.


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.


August 12, 2004                       /s/ WILLIAM G. HENRY
---------------                       ------------------------------------------
                                      William G. Henry
                                      Vice President, Finance and Administration
                                      Chief Financial Officer

                                       28