Exhibit 31.2
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                                  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-Q (the "Report") of the Company for
     the quarter ended March 31, 2004.

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.


                                    /s/ WILLIAM G. HENRY
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Date: May 14, 2004                  William G. Henry
                                      Vice President, Finance and Administration
                                        Chief Financial Officer

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