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

                                   FORM 10-Q/A
                                (Amendment No. 1)

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

For the quarterly period ended March 31, 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 April 30, 2004:

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

                                       1
<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
              March 31, 2004 and September 30, 2003.........................  3
            Condensed Consolidated Statements of Operations for
              the Three Months and Six Months Ended March 31, 2004 and 2003.  4
            Condensed Consolidated Statements of Cash Flows for
              the Three Months and Six Months Ended March 31, 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............................. 10

Item 3.   Quantitative and Qualitative Disclosures about
            Market Risk..................................................... 25

Item 4.   Controls and Procedures........................................... 26

PART II   OTHER INFORMATION
-------

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


EXPLANATORY NOTE:

         This Form 10-Q/A Amendment is being filed to correct financial
statements and footnotes for numbers that were inadvertently transposed.

                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

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


                                                        2004       September 30,
                                                    (Unaudited)        2003*
--------------------------------------------------------------------------------
Assets:
Current assets:
  Cash and cash equivalents                          $     998      $    2,113
  Restricted cash                                           --             325
  Accounts receivable, less allowance for
    doubtful accounts of $677 at March and
    $514 at September                                    3,712           3,431
  Notes receivable, net                                     25             136
  Inventories                                            4,580           4,744
  Other current assets                                     370             877
--------------------------------------------------------------------------------
Total current assets                                     9,685          11,626
================================================================================
Property, plant and equipment, net                       4,244           4,309
Other assets                                                --               4
--------------------------------------------------------------------------------
Total Assets                                         $  13,929      $   15,939
================================================================================
Liabilities and Stockholders' Deficit:
Current liabilities:
  Current portion of long-term debt                  $   3,000      $    3,000
  Accounts payable                                       1,688           1,579
  Accrued payroll and payroll-related costs                651           1,104
  Other current liabilities                              7,012           7,544
--------------------------------------------------------------------------------
Total current liabilities                               12,351          13,227
================================================================================
Long-term debt, less current portion                    35,431          36,817
Other liabilities                                        2,976           2,654
--------------------------------------------------------------------------------
                                                        50,758          52,698
================================================================================
Commitments and contingencies                               --              --

Redeemable 5% preferred stock, par value
  $1.00 per share; issued and outstanding:
  no shares at March 31 and 73,000 shares
  at September 30                                           --           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;
    $26.3 million liquidation preference at
    March 31, 2004                                         788             788
  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                                 (235,824)       (235,754)
  Common stock held in treasury, at cost;
    1,961 shares                                          (145)           (145)
================================================================================
Total Stockholders' Deficit                            (36,829)        (38,584)
================================================================================
Total Liabilities and Stockholders' Deficit          $  13,929      $   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.

                                       3
<PAGE>

                        General DataComm Industries, Inc.
           Condensed Consolidated Statements of Operations (Unaudited)
                        (in thousands except share data)

<TABLE>
<CAPTION>
                                                    Three Months Ended             Six Months Ended
                                                        March 31,                     March 31,
                                                --------------------------    --------------------------
                                                   2004           2003           2004           2003
--------------------------------------------------------------------------------------------------------
<S>                                             <C>            <C>            <C>            <C>
Net sales                                       $     4,094    $     5,983    $     9,195    $    10,839
Cost of sales                                         1,696          3,014          3,875          5,283
--------------------------------------------------------------------------------------------------------
Gross profit                                          2,398          2,969          5,320          5,556

Operating expenses:
  Selling, general and administrative                 1,693          1,676          3,602          3,453
  Research and product development                      687            761          1,454          1,550
--------------------------------------------------------------------------------------------------------
                                                      2,380          2,437          5,056          5,003

Operating  income                                        18            532            264            553

Other income (expense):
  Interest expense                                     (886)        (1,110)        (1,790)        (2,266)
  Gain on legal settlement                               --             --             --          2,450
  Other, net                                             41            120            137            173
--------------------------------------------------------------------------------------------------------
                                                       (845)          (990)        (1,653)           357

Income (loss) before reorganization items
  and income taxes                                     (827)          (458)        (1,389)           910
--------------------------------------------------------------------------------------------------------
Reorganization items:
      Professional fees                                  --           (686)            --         (1,137)
      Claims settlements                              1,330              6          1,330              6
--------------------------------------------------------------------------------------------------------
Income (loss)  before income taxes                      503         (1,138)           (59)          (221)

Income tax provision                                      6             37             11             74
--------------------------------------------------------------------------------------------------------
Net income (loss)                                       497         (1,175)           (70)          (295)

Less: dividends applicable to preferred stock          (443)          (478)          (894)          (956)
--------------------------------------------------------------------------------------------------------
Net income (loss) applicable to common and
  Class B stock                                 $        54    $    (1,653)   $      (964)   $    (1,251)
========================================================================================================
Basic and diluted earnings (loss) per share     $       .01    $     (0.49)   $     (0.24)   $     (0.37)
--------------------------------------------------------------------------------------------------------
Weighted average number of common and
  Class B shares outstanding:
      Basic                                       3,968,850      3,400,138      3,963,668      3,400,138
      Diluted                                     4,162,687      3,400,138      3,963,668      3,400,138
========================================================================================================
</TABLE>

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

                                       4
<PAGE>

                        General DataComm Industries, Inc.
           Condensed Consolidated Statements of Cash Flows (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                      Three Months Ended     Six Months Ended
                                                          March 31,             March 31,
                                                      ------------------    ------------------
                                                       2004       2003       2004       2003
----------------------------------------------------------------------------------------------
<S>                                                   <C>        <C>        <C>        <C>
Cash flows from operating activities:
Net income (loss)                                     $   497    $(1,175)   $   (70)   $  (295)
Adjustments to reconcile net income (loss) to net
  cash (used) provided by operating activities:
    Depreciation and amortization                          49         45         94         90
    Gains on claim settlements                         (1,330)        --     (1,330)        --
    Changes in:
      Accounts receivable                                 313       (403)      (281)       (97)
      Inventories                                          86        767        164        657
      Accounts payable                                    159       (328)       109         61
      Accrued payroll and payroll-related costs          (185)       175       (360)        73
      Other net current assets                           (285)       405          1      1,042
      Other net long-term assets                          643          3        928          8
----------------------------------------------------------------------------------------------
Net cash (used) provided by operating activities          (53)      (511)      (745)     1,539
==============================================================================================
Cash flows from investing activities:
  Acquisition of property, plant and equipment, net       (14)        (2)       (29)        (6)
  Notes receivable collections                             --        489        111        857
----------------------------------------------------------------------------------------------
Net cash (used) provided by investing activities          (14)       487         82        851
==============================================================================================
Cash flows from financing activities:
  Proceeds from notes payable to related parties          500         --      1,100         --
  Principal payments on term loan obligation, net        (823)      (622)    (1,877)    (3,683)
----------------------------------------------------------------------------------------------
Net cash used by financing activities                    (323)      (622)      (777)    (3,683)
==============================================================================================
Net decrease in cash and cash equivalents                (390)      (646)    (1,440)    (1,293)

Cash and cash equivalents, beginning of period          1,388      2,588      2,438      3,235
----------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period              $   998    $ 1,942    $   998    $ 1,942
==============================================================================================
Supplemental disclosures of cash flow information:
  Cash paid during the period for:
     Interest                                         $   244    $ 1,110    $   501    $ 2,266
     Income taxes                                     $     1    $    --    $    17    $    --
     Reorganization items                             $   160    $   326    $   413    $ 1,121
==============================================================================================
</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 March 31, 2004 the Company had
significant outstanding long-term debt obligations ($38.4 million) and priority
tax claims ($2.1 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
quarter-ended March 31, 2004 due in large part to resolution of creditors'
claims in the Company's favor in the bankruptcy court. While the Company
currently believes that it will also meet the EBITDA covenant requirement for
the quarter ending June 30, 2004, there can be no assurance that such covenant
will be met for that quarter 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 ($15.4 million at March
31, 2004) and have the right to foreclose on their security interests.

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 March 31, 2004
the Company obtained an aggregate of $1,100,000 from loans from related parties
to be used for general purposes and specifically, to make required payments to

                                       6
<PAGE>

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 experienced a slow-down in customer orders in the six months ended
March 31, 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, on February 11, 2004 the Company announced to
employees cost reduction actions, including for all employees a reduction in the
work-week to approximately four days or approximately 20% wage or salary
reductions for all employees. Such actions were taken to conserve cash and jobs
during this slow period. Effective April 19, 2004, a majority of employees were
returned to full-time status with a 10% salary reduction.

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 six months ended March 31, 2004
and 2003 (in thousands, except shares and per share data):

<TABLE>
<CAPTION>
                                                                  Three Months             Ended Six Months Ended
                                                                    March 31,                     March 31,
                                                           --------------------------    --------------------------
                                                               2004           2003           2004           2003
-------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>            <C>            <C>
Net income (loss)                                          $       497    $    (1,175)   $       (70)   $      (295)
  Less: dividends applicable to preferred stock                   (443)          (478)          (894)          (956)
===================================================================================================================
Net income (loss) applicable to common and Class B stock   $        54    $    (1,653)   $      (964)   $    (1,251)
===================================================================================================================
Weighted average number of common and Class B
  shares outstanding:
    Basic                                                    3,968,850      3,400,138      3,963,668      3,400,138
    Effect of potential common stock
      from the exercise of stock options                       193,837             --             --             --
-------------------------------------------------------------------------------------------------------------------
    Diluted                                                  4,162,687      3,400,138      3,963,668      3,400,138
===================================================================================================================
Basic and diluted earnings (loss) per share                $       .01    $     (0.49)   $     (0.24)   $     (0.37)
-------------------------------------------------------------------------------------------------------------------
Number of  shares subject to option excluded
  from computation of diluted earnings per share because
  their effect is anti-dilutive                                 87,260         53,824        281,490         53,824
===================================================================================================================
</TABLE>

                                       7
<PAGE>

Other outstanding securities not included in the computation of earnings (loss)
per share include convertible preferred stock the impact of which impact is
anti-dilutive on reported earnings 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 (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).

Note 3 - Inventories

Inventories consist of (in thousands):

                                                   March 31,   September 30,
                                                     2004          2003
----------------------------------------------------------------------------
Raw materials                                       $1,364       $ 1,674
Work-in-process                                      1,410         1,501
Finished goods                                       1,806         1,569
----------------------------------------------------------------------------
                                                     $4,580       $ 4,744
============================================================================

Inventories are stated at the lower of cost or market using the first-in, first
out method. Reserves in the amount of $3,554,000 and $4,177,000 were recorded at
March 31, 2004 and September 30, 2003, respectively, for excess and obsolete
inventories. The inventory reserve decreased due to the write-off of certain
obsolete inventories.

Note 4 - Long-Term Debt

Long-term debt consists of (in thousands):         March 31,   September 30,
                                                     2004          2003
----------------------------------------------------------------------------
Term Obligation                                    $ 12,899      $ 14,775
PIK Obligation                                        2,500         2,500
Notes Payable to Related Parties                      1,100            --
Debentures                                           21,932        22,542
----------------------------------------------------------------------------
                                                     38,431        39,817
Less current portion                                  3,000         3,000
----------------------------------------------------------------------------
                                                   $ 35,431      $ 36,817
----------------------------------------------------------------------------

Long-term debt matures in amounts totaling $3,000,000 in each of fiscal 2003 and
2004, $4,100,000 in fiscal 2005, $3,000,000 in each of fiscal 2006 and 2007, and
$22,331,000 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
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

                                       8
<PAGE>

30, 2003 and March 31, 2004. Debentures with principal and interest due in
fiscal 2008 were 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 Note to Related Parties

On December 30, 2003, pursuant to authorization by the Board of Directors and
amendment of the New Loan Agreement, the Company borrowed $300,000 from each of
Howard S. Modlin, Chairman of the Board, and John L. Segall, a Director, for
working capital purposes. The loans are for two years payable on December 29,
2005 and bear interest at the rate of 10% per annum payable monthly accruing
immediately, but with payments commencing May 1, 2004. The notes are convertible
at the option of the holder into common stock at a conversion price of $2.12 per
share and are secured by all the assets of the Company subordinate to the first
lien of the Company's senior lenders who hold the Term and PIK obligations. Any
shares issued on conversion will not be registered and must be held for
investment without a view to distribution. Additional secured loans subordinate
to the first lien of the Company's senior lenders, of $125,000 each, were made
by Messrs. Modlin and Segall on March 1, 2004 and March 31, 2004 or an aggregate
of $250,000 each and $500,000 in the aggregate. Such loans are likewise for two
years payable respectively on February and March 31, 2006 with payment of
interest accruing immediately, but commencing on July 1, 2004 and August 1,
2004, respectively, and convertible into common stock at $.8625 and $.5625 per
share respectively.

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.

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:

                                       Three Months               Six Months
                                      Ended March 31,          Ended March 31,
                                    ------------------       ------------------
                                   (Amounts in thousands, except per share data)

                                      2004       2003          2004       2003
-------------------------------------------------------------------------------
Net income (loss), as reported      $   497    $(1,175)      $   (70)   $  (295)
Less: total stock-based employee
      compensation expense
      determined under fair value
      based method for all awards,
      net of related tax effects        (22)       (19)          (45)       (41)
-------------------------------------------------------------------------------
Proforma net income (loss)              475     (1,194)         (115)      (336)
Less: dividends applicable to
      preferred stock                  (443)      (478)         (894)      (956)
-------------------------------------------------------------------------------
Proforma net income (loss)
  applicable to common and
  Class B stock                     $    32    $(1,672)      $(1,009)   $(1,292)
===============================================================================
Proforma  basic and diluted
  earnings (loss) per share         $   .01    $ (0.49)      $ (0.25)   $ (0.38)
===============================================================================

                                       9
<PAGE>

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 six month periods ended March
31, 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. The Company
has accrued additional estimated WCSM legal fees in the amount of $150,000 for
the six months ended March 31, 2004. 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.

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

                                      10
<PAGE>

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
March 31, 2004 had an accumulated deficit of $235.8 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
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 March 31, 2004 was 108.

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

                                      11
<PAGE>

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            Six Months
                               Ended March 31,        Ended March 31,
                               ---------------        ---------------
         (in thousands)        2004       2003        2004       2003
                               ----       ----        ----       ----

         Net Sales            $4,094     $5,983      $9,195    $10,839

Net sales for the three months ended March 31, 2004 decreased 32% to $4,094,000
from $5,983,000 reported for the three months ended March 31, 2003. This
decrease is attributable to lower unit sales to large telecommunication carrier
customers, primarily Bell Canada and (through a distributor to) SBC
Communications, Inc. Net sales for the six months ended March 31, 2004 decreased
15% to $9,195,000 from $10,839,000 for the same period of the prior year due
primarily to lower unit sales to these same customers.

Net sales declined 20% sequentially from the quarter ended December 31, 2003 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
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

                                    Three Months            Six Months
                                   Ended March 31,        Ended March 31,
                                   ---------------        ---------------
         (in thousands)            2004       2003        2004       2003
                                   ----       ----        ----       ----

         Gross profit             $2,398     $2,969      $5,320     $5,556
         Percentage of revenues     58.6%     49.6%        57.9%      51.3%

Gross profit, as a percentage of sales, in the three months ended March 31, 2004
was 58.6% as compared to 49.6% in the three months ended March 31, 2003. The
9.0% increase in gross profit margin in the three months ended March 31, 2004
was attributable to the sale of obsolete inventories that had previously been
written off (+4.5%), to lower material component and subcontractor assembly
costs (+7.7%), to sales of higher margined products (+2.3%) offset in part by
plant cost inefficiencies associated with lower sales volumes (-5.5%).

Gross profit, as a percentage of sales, in the six months ended March 31, 2004
increased 6.6% to 57.9% from 51.3% in the six months ended March 31, 2003, due
to the sale of obsolete inventories that had previously been written off
(+2.9%), to lower material component and subcontractor assembly costs (+5.2%),
to sales of higher margined products (+1.0%) offset in part by plant cost
inefficiencies associated with lower sales volumes (-2.5%).

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

                                      12
<PAGE>

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

                                    Three Months            Six Months
                                   Ended March 31,        Ended March 31,
                                   ---------------        ---------------
         (in thousands)            2004       2003        2004       2003
                                   ----       ----        ----       ----

         Selling, general and
           administrative         $1,693     $1,676      $3,602     $3,453
         Percentage of sales        41.4%      28.0%       39.2%      31.9%

The Company's selling, general and administrative ("SG&A") expenses increased to
$1,693,000, or 41.4% of sales in the three months ended March 31, 2004 from
$1,676,000, or 28.0% of sales in the three months ended March 31, 2003. The
1.0%, or $17,000 increase in spending in the quarter ended March 31, 2004 was
due to higher professional fees ($93,000) substantially offset by lower labor
costs due to a shortened work week in effect in 2004, whereas the increase in
the percentage of sales was primarily due to the lower base of sales in 2004
versus 2003.

For the six months ended March 31, 2004, SG&A increased to $3,602,000, or 39.2%
of sales, from $3,453,000, or 31.9% of sales in the six months ended March 31,
2003. The 4.3%, or $149,000 increase in spending was due to higher sales force
travel expenses, higher legal fees and the termination of a tenant's lease which
had provided for operating expense reimbursements, all offset in part with lower
labor costs resulting from cost containment actions.

Research and Product Development

                                    Three Months            Six Months
                                   Ended March 31,        Ended March 31,
                                   ---------------        ---------------
         (in thousands)            2004       2003        2004       2003
                                   ----       ----        ----       ----

         Research and product
           development            $  687     $  761      $1,454     $1,550
         Percentage of sales        16.8%      12.7%       15.8%      14.3%

Research and product development ("R&D") expenses decreased to $687,000 in the
three months ended March 31, 2004 as compared to $761,000 in the three months
ended March 31, 2003, due to lower labor costs resulting from a shortened work
week implemented in 2004. However, due to the lower sales base, R&D as a
percentage of sales increased to 16.8% from 12.7% in these same periods. For the
same reason, R&D expenses for the six months ended March 31, 2004 decreased to
$1,454,000 from $1,550,000 as compared to the comparable prior year period,
while R&D as a percentage of sales increased to 15.8% as compared to 14.3% in
the comparable prior year period.

Interest Expense

Interest expense decreased to $886,000 and $1,790,000 in the three and six
months ended March 31, 2004, respectively, from $1,110,000 and $2,266,000 in the
three and six months ended March 31, 2003, respectively, due to higher adequate
protection payments made while the Company operated in Chapter 11 in the prior
fiscal year.

Interest is currently required to be paid only on the Term Obligation, which
interest payments amounted to $244,000 and $501,000 in the three and six months
ended March 31, 2004, respectively, whereas interest is not currently paid on
the PIK obligation, Debentures, convertible notes and priority tax claims.

                                      13
<PAGE>

Other Income (Expense)

Other income for the three months ended March 31, 2004 and 2003 was $41,000 and
$120,000, respectively. The 2003 amount includes a $128,000 foreign duty refund.

Other income for the six months ended March 31, 2004 and 2003 was $137,000 and
$2,623,000, respectively. The 2003 amount includes $2,450,000 from the
settlement of legal claims in favor of the Company and a $128,000 foreign duty
refund.

Reorganization Items

Reorganization items in both the three and six months ended March 31, 2004
include $1,330,000 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 six months ended March 31, 2003 include
professional fees of $686,000 and $1,137,000, 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
six months ended March 31, 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 $12.2 million and $210.5 million, respectively, as of September
30, 2003. Income tax provisions for the three and six months ended March 31,
2004 and 2003 reflect estimated minimum state taxes.

Liquidity and Capital Resources
                                                March 31,    September 30,
(in thousands)                                    2004           2003
                                                ---------    -------------

Cash and cash equivalents                       $    998      $  2,113
Working capital (deficit)                         (2,666)       (1,601)
Total assets                                      13,929        15,939
Long-term debt, including current portion         38,431        39,817
Total liabilities (excluding redeemable
  preferred stock)                                50,758        52,698

                                      14
<PAGE>

                                       Three Months            Six Months
                                      Ended March 31,        Ended March 31,
                                      ---------------        ---------------
    (in thousands)                    2004       2003        2004       2003
                                      ----       ----        ----       ----

    Net cash provided (used) by:
      Operating activities             (53)      (511)       (745)     1,539
      Investing activities             (14)       487          82        851
      Financing activities            (323)      (622)       (777)    (3,683)

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.

Cash Flows

Net cash used by operating activities totaled $745,000 for the six months ended
March 31, 2004 compared to net cash provided by operating activities of
$1,539,000 for the six months ended March 31, 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 $1,306,000 compared to a
loss of $205,000 in the comparable period in the prior year. The increase in
accounts receivable used cash of $281,000 for the six months ended March 31,
2004 compared to $97,000 in the comparable period in the prior year. The
decrease in inventories for the six months ended March 31, 2004 provided
$164,000 of cash compared to cash provided in the same period last year of
$657,000. Accounts payable increased $109,000 in the six-month period ended
March 31, 2004 compared to an increase of $61,000 in the comparable period in
the prior fiscal year The decrease in accrued payroll due to the timing of
payrolls used cash of $360,000 for the six months ended March 31, 2004 compared
to cash provided in the same period last year of $73,000. Other changes in the
six-month period ended March 31, 2003 included an increase in accrued interest
of $1,207,000 primarily for debentures due in 2008, a reduction in accrued
professional fees of $781,000 due to payments made for audit and legal work, and
a decrease of $503,000 in other net assets. Other changes in the six-month
period ended March 31, 2003 included a decrease of $424,000 in assets of
discontinued operations, receipt of a customer deposit in the amount of $144,000
and a decrease of $474,000 in other net assets.

Cash provided by investing activities was $82,000 for the six months ended March
31, 2004 compared to $851,000 for the six months ended March 31, 2003. The funds
provided by investing activities during the six months ended March 31, 2004 were
the result of collections of notes receivable of $111,000, offset by $29,000
used for purchases of property, plant and equipment. For the six months ended
March 31, 2003, collections of notes receivable were $857,000 offset by $6,000
used for purchases of property, plant and equipment.

Cash used in financing activities was $777,000 for the six months ended March
31, 2004 as compared to $3,683,000 for the six months ended March 31, 2003.
Payments on the term loan obligation were $1,877,000 and $3,683,000 for the six
months ended March 31, 2004 and 2003, respectively. Proceeds from the issuance
of notes payable to related parties provided $1,100,000 of cash in the six
months ended March 31, 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

                                      15
<PAGE>

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 March 31,
2004 the Company had significant outstanding long-term debt obligations ($38.4
million) and priority tax claims ($2.1 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.

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 met the covenant
requirement for the quarter ended March 31, 2004 due in large part to resolution
of creditors' claims in the Company's favor in bankruptcy court. While the
Company currently believes that it will also meet the EBITDA covenant
requirement for the quarter ending June 30, 2004, there can be no assurance that
such covenant will be met for that quarter 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 ($15.4 million at
March 31, 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 March 31, 2004 the Company's principal source of liquidity included cash and
cash equivalents of approximately $1.0 million compared to $2.1 million at
September 30, 2003. At March 31, 2004, the Company's working capital was a
deficit of approximately $2.7 million.

The Company has significant unpaid professional fees (approximately $0.9
million) at March 31, 2004 that are expected to be paid in fiscal 2004. 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

                                      16
<PAGE>

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
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, on December 30, 2003 the Company obtained $600,000 in loans from
related parties to be used for working capital and general purposes and an
additional $250,000 on each of March 1, 2004 and March 31, 2004 (see Note 4 of
the Notes to Consolidated Financial Statements included in Item 1 in 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

                                      17
<PAGE>

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 March 31, 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
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

                                      18
<PAGE>

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
virtually no current ability to borrow additional funds. It must, therefore,
substantially 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 totals approximately $320,000
per month) under its new loan agreement. Furthermore, the Company has
significant long-term debt obligations outstanding (approximately $38.4
million).

The Company's failure to make required payments under the new loan agreement
would constitute an event of default. In addition, the Company is required to
meet a minimum quarterly EBITDA (earnings before interest, taxes, depreciation
and amortization) financial covenant of $1,100,000 starting with the quarter
ended March 31, 2004 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 ($15.4 million at March 31, 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 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

                                      19
<PAGE>

technical obstacles, as well as changes in customer requirements. Such delays
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 recent negative market conditions 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. GDC expects the
economic climate and conditions in the telecommunication equipment industry to
remain unpredictable in fiscal 2004, and possibly beyond. The loss of one or
more of our 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.

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

                                      20
<PAGE>

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 both acceleration and 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
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

                                      21
<PAGE>

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 the 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
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

                                      22
<PAGE>

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
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

                                      23
<PAGE>

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
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

                                      24
<PAGE>

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
invoices customers in foreign currencies and is, therefore, subject to foreign
currency exchange rate risk on any individual invoice while it remains unpaid, a

                                      25
<PAGE>

period that normally is less than 90 days. At March 31, 2004 the Company had net
accounts receivable denominated in Canadian dollars of approximately $1,194,837
(equivalent to approximately $911,302 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 March 31, 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.

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.

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<PAGE>

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 March 31, 2004, reports on Form 8-K were
         filed as follows:

         (i)      A report on Form 8-K dated January 8, 2004 advising that the
                  Company borrowed $300,000 from each of Howard S. Modlin,
                  Chairman of the Board, and John L. Segall, a Director, for
                  working capital purposes.

         (ii)     A report on Form 8-K dated March 3, 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 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.


May 20, 2004                         /s/ WILLIAM G. HENRY
------------                         -------------------------------------------
                                     William G. Henry
                                     Vice President, Finance and Administration
                                     Chief Financial Officer

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