Exhibit
      31.2


CERTIFICATION





I,
      William G. Henry, Vice President, Finance and Administration and Chief Financial
      Officer of General DataComm Industries, Inc. (the “Company”) certify
      that:





1.
            I
                have reviewed this Report on Form 10-QSB (the “Report”) of the Company for
                the quarter ended June 30, 2006.





2.  Based
      on
      my knowledge, this Report does not contain any untrue statement of a material
      fact or omit to state a material
      fact necessary to make the statements made, in light of the circumstances under
      which such statements
      were made, not misleading with respect to the period covered by this
      Report;





3.  Based
      on
      my knowledge, the financial statements, and other financial information included
      in this Report, fairly
      present in all material respects the financial condition, results of operations
      and cash flows of the Company
      as of, and for, the periods presented in this Report;





4.  The
      Company’s other certifying officer and I are responsible for establishing and
      maintaining disclosure controls
      and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e))
      for
      the Company and have;





a)  designed
      such disclosure controls and procedures, or caused such disclosure controls
      and
      procedures to
      be
      designed under our supervision, to ensure that material information relating
      to
      the Company, including
      its consolidated subsidiaries, is made known to us by others within those
      entities, particularly
      during the period in which this Report is being prepared;





b)  evaluated
      the effectiveness of the Company’s disclosure controls and procedures and
      presented in this Report
      our conclusions about the effectiveness of the disclosure controls and
      procedures, as of the end of
      the
      period covered by this Report based on such evaluation; and





c)  disclosed
      in this Report any change in the Company’s internal control over financial
      reporting that occurred
      during the Company’s most recent fiscal quarter that has materially affected, or
      is reasonably likely
      to
      materially affect, the Company’s internal control over financial
      reporting.





5.  The
      Company’s other certifying officers and I have disclosed, based on our most
      recent evaluation of internal control
      over financial reporting, to the Company’s auditors and the audit committee of
      the Company’s board of
      directors:





a)  all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial
      reporting which are reasonably likely to adversely affect the Company’s ability
      to record, process,
      summarize and report financial information; and





b)  any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant
      role in the Company’s internal control over financial reporting.






Date:
      August 14, 2006


/s/
      William G. Henry


William
      G. Henry


Vice
      President, Finance and Administration


Chief
      Financial Officer