EX-99 Exhibit to Form 12b-25


(PricewaterhouseCoopers Letterhead)



U.S Securities and Exchange Commission
Washington, D.C. 20549



To Whom It May Concern:

In reference  to Form 12b-25 filed by General  DataComm  Industries,  Inc.  (the
"Company")  for the period ended  September 30, 1998, we represent that we could
not furnish the required opinion on the Company's 10-K filing by the due date of
December 29, 1998. The Company has recently implemented  restructuring plans and
has negotiated the sale of a business unit, both of which impact the disclosures
in the 10-K  filing.  Due to the  timing of these  events,  we will be unable to
complete our audit procedures in time for the filing deadline.

Sincerely,

/S/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP

cc:  William Lawrence
     General DataComm Industries, Inc.