SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

General DataComm Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

General DataComm Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------
(3) Filing party:

- --------------------------------------------------------------------------------
(4) Date filed:

- --------------------------------------------------------------------------------

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(1)Set forth the amount on which the filing fee is calculated and state how it
was determined.
2

GENERAL DATACOMM INDUSTRIES, INC.
MIDDLEBURY, CONNECTICUT 06762-1299
------------------------------------------------------------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 1, 1996
------------------------------------------------------------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of
GENERAL DATACOMM INDUSTRIES, INC. (the "Corporation") will be held at the
offices of Chemical Bank, 11th Floor, 270 Park Avenue, New York, New York, on
Thursday, February 1, 1996 at 4:00 P.M. for the following purposes:

1. To elect one director to serve for a term of three years and until his
successor is elected.

2. To transact such other business as may properly come before the meeting
or any adjournment thereof.

The close of business on December 4, 1995 has been fixed as the record date
for the determination of the stockholders entitled to receive notice of and to
vote at the Meeting.

By Order of the Board of Directors

HOWARD S. MODLIN,
Secretary

Dated: December 4, 1995

- --------------------------------------------------------------------------------

IMPORTANT: THE MANAGEMENT INVITES YOU TO ATTEND THE MEETING IN PERSON, BUT
IF YOU ARE UNABLE TO BE PRESENT, PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY
AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED IF THE PROXY IS RETURNED IN THE
ENCLOSED ENVELOPE AND IS MAILED WITHIN THE UNITED STATES.

- --------------------------------------------------------------------------------
3

GENERAL DATACOMM INDUSTRIES, INC.
MIDDLEBURY, CONNECTICUT 06762-1299

------------------------

PROXY STATEMENT

This statement is furnished in connection with the solicitation by the
Board of Directors of General DataComm Industries, Inc. (the "Corporation") of
proxies in the accompanying form to be used at the Annual Meeting of the
Stockholders of the Corporation to be held on Thursday, February 1, 1996 and at
all adjournments thereof, for the purposes set forth in the accompanying notice
of the meeting. It is intended that this statement and the proxies solicited
hereby be mailed to stockholders on December 21, 1995. A stockholder who shall
sign and return a proxy in the form enclosed with this statement has the power
to revoke it any time before it is exercised by giving written notice to the
Corporation, Attention: Secretary, to such effect. A stockholder attending the
meeting in person may make his or her own nomination from the floor when the
election of directors is considered. Proxies properly executed and received in
time for the meeting will be voted.

The close of business on December 4, 1995 has been fixed as the record date
for the determination of the stockholders entitled to receive notice of and to
vote at the meeting. There were outstanding as of the close of business on
December 4, 1995 and entitled to be voted at the meeting, 18,307,865 shares of
Common Stock and 2,207,836 shares of Class B Stock. All of said shares are
entitled to one (1) vote on all matters voted on at the Annual Meeting, voting
as a single class. The holders of Class B Stock are entitled to ten (10) votes
per share in any election of directors if more than 15% of the shares of Common
Stock outstanding on the record date are owned beneficially by a person or a
group of persons acting in concert, or if a nomination for the Board of
Directors is made by a person or group of persons acting in concert (other than
the Board) provided such nomination is not made by one (1) or more holders of
Class B Stock, acting in concert with each other, who beneficially own more than
15% of the shares of Class B Stock outstanding on such record date. The Board of
Directors is not presently aware of any circumstance that would give holders of
Class B Stock the right to ten (10) votes per share for the election of
directors at the Annual Meeting.

The affirmative vote, in person or by proxy, of a majority of the shares of
Common Stock and Class B Stock voted, together as a single class, is required to
elect (1) director.

The proxies in the accompanying form will be voted in favor of all of the
proposals set forth in the Notice of Annual Meeting. If any other specification
is made by a stockholder in the proxy, it will be voted as specified. In the
discretion of the proxy-holders, the proxies will also be voted for or against
such other matters as may properly come before the meeting. The Board of
Directors is not aware that any other matters are to be presented for action at
the meeting.
4

PRINCIPAL STOCKHOLDERS

The following table sets forth information as of December 4, 1995 with
respect to the beneficial ownership of the Corporation's Class B Stock and
Common Stock by all persons known by the Corporation to own more than 5% of the
Corporation's outstanding Class B Stock or Common Stock who are deemed to be
such beneficial owners of the Corporation's Class B Stock or Common Stock under
Rule 13d-3. Class B Stock is convertible into Common Stock at any time on a
share-for-share basis.

PERCENT
TITLE NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF ALL
OF CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS CLASSES
-------- ------------------- ----------------------- -------- --------

Class B Stock $.10 Charles P. Johnson 1,385,000* 62.7%* 8.0%*
par value General DataComm Industries, Inc.
Middlebury, CT 06762-1299

James R. Arcara 471,943** 21.4%** 2.8%**
General DataComm Industries, Inc.
Middlebury, CT 06762-1299

Common Stock $.10 Connor, Clarke & Company Ltd 1,800,000*** 9.78%*** 9.1%***
par value 40 King Street West
Toronto, Ontario M5H 3Y2

Travelers Group, Inc. 1,288,903**** 7.0%**** 6.3%****
385 Greenwich Street
N.Y., NY 10013

- ---------------
* The amount and percent of Class B Stock and percent of all classes do not
include 19,500 shares of Class B Stock owned by trusts or in custody for
the benefit of Mr. Johnson's daughter, or 1,250 shares of Class B Stock
owned by his wife, the beneficial ownership of which he disclaims. In
addition, the percent of all classes includes 11,051 shares of Common Stock
and 260,207 shares of Common Stock which Mr. Johnson could acquire by the
exercise of stock options within sixty (60) days following December 4,
1995, but excludes 24,370 shares of Common Stock held in the Corporation's
401(k) Stock Fund.

** The amount and percent of Class B Stock and percent of all classes include
98,299 shares owned directly by Mr. Arcara and 373,644 shares, or 16.9% of
the outstanding Class B shares, held by Mr. Arcara as trustee under various
trusts for the benefit of the family of Mr. Charles P. Johnson (361,444
shares) and as trustee under an insurance trust for the benefit of Mr.
Johnson (12,200 shares). Mr. Arcara has the sole power to vote and/or
dispose of the shares held as trustee. He disclaims beneficial ownership of
these 373,644 shares. In addition, the percent of all classes includes
82,481 shares of Common Stock owned directly by Mr. Arcara, 14,500 shares
of Common Stock held by Mr. Arcara as trustee under various trusts for the
benefit of Mr. Johnson's children for which he disclaims beneficial
ownership and 10,000 shares of Common Stock which Mr. Arcara could acquire
by the exercise of stock options within sixty (60) days following December
4, 1995, but excludes 20,286 shares of Common Stock held in the
Corporation's 401(k) Stock Fund as of such date.

*** Based on telephonic advice, Connor, Clarke & Company Ltd is an
institutional investment manager which has sole voting authority on the
above shares held in numerous accounts which it manages, none of which
individually holds more than 5% of the outstanding Common Stock. The number
of shares reported is as of December 20, 1995.

**** Based on Form 13F dated October 30, 1995 and telephonic advice, Travelers
Group, Inc. is an institutional investment manager which shares investment
discretion and has sole voting authority on certain of the shares of Common
Stock held in its account and six other investment manager accounts, none
of which individually holds more than 5% of the outstanding Common Stock.
The number of shares reported is as of November 30, 1995.

2
5

ITEM 1. ELECTION OF DIRECTORS

The nominee, Mr. Frederick R. Cronin, was elected a director of the
Corporation at the 1993 meeting of stockholders for a three (3) year term. Set
forth opposite the name of the nominee and each director whose term continues
past the meeting is his principal occupation for the past five (5) years, the
name and principal business of any corporation or other organization in which
such employment is carried on, other business directorships held, his age and
the year in which the term of office for which he is a nominee or the term of
such office will expire.

Management has no reason to believe that the nominee is not available or
will not serve if elected, but if he should become unavailable to serve as a
director, full discretion is reserved to the persons named as proxies to vote
for such other person as may be nominated.

POSITION WITH THE CORPORATION, BECAME A TERM
NAME PRINCIPAL OCCUPATION AND AGE DIRECTOR EXPIRES
---- ----------------------------------- -------- -------

Charles P. Johnson.................. Chairman of the Board of Directors 1969 1998
and Chief Executive Officer; 68

Howard S. Modlin.................... Secretary of the Corporation and 1969 1998
partner in the law firm of Weisman,
Celler, Spett & Modlin; Director of
Fedders Corporation and Trans-Lux
Corporation; 64

Frederick R. Cronin................. Vice President, Technology; 64 1981 1999

Lee M. Paschall..................... Consultant; former Chairman, 1981 1997
President of American Satellite
Company, 1981 to 1985;
Telecommunications Consultant
between August 1978 and August
1981. Previous thereto, he was a
Lieutenant General, United States
Air Force; Director of Radiation
Systems, Inc.; 73

John L. Segall...................... Consultant; Vice Chairman of GTE 1994 1997
1991-1994; Vice Chairman of Contel
Corp. 1989-1991; Director of Perot
Systems and Norwalk Savings
Society; 69

3
6

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS

Each nominee, each director whose term continues past the meeting and each
executive officer listed in the Summary Compensation Table have advised the
Corporation that, as of December 4, 1995, he owned beneficially, directly or
indirectly, securities of the Corporation in the amounts set forth opposite his
name.

SHARES OF SHARES OF
COMMON PERCENT CLASS B PERCENT PERCENT OF
NAME STOCK OWNED OF CLASS STOCK OWNED(1) OF CLASS ALL CLASSES
---- ----------- -------- -------------- -------- -----------

Charles P. Johnson.................. 271,258(2) 1.5% 1,385,000(2) 62.7% 8.0%
Howard S. Modlin.................... --(3) -- 6,750(3) 0.3% --
Frederick R. Cronin................. 80,336(4) 0.4% 25,000(4) 1.1% 0.5%
Lee M. Paschall..................... 6,000 -- 5,770 0.3% --
John L. Segall...................... 1,000 -- -- -- --
Ross A. Belson...................... 124,602(5) 0.7% -- -- 0.6%
William S. Lawrence................. 79,176(6) 0.4% 36,558 1.7% 0.6%
Michael C. Thurk.................... 21,176(7) 0.1% -- -- 0.1%
V. Jay Damiano...................... 30,519(8) 0.2% -- -- 0.1%
Directors and Officers as a group
(17 individuals including the
above)............................ 866,538(9) 4.6% 1,953,021(9) 88.5% 13.3%

- ---------------

(1) The Class B Stock is convertible into Common Stock at any time on a
share-for-share basis.

(2) Includes 260,207 shares of Common Stock which Mr. Johnson could acquire by
the exercise of stock options within sixty (60) days following December 4,
1995. Does not include 19,500 shares of Class B Stock owned by trusts or in
custody for the benefit of his daughter, nor 1,250 shares of Class B Stock
owned by his wife, the beneficial ownership of which he disclaims, nor
24,370 shares of Common Stock held in the Corporation's 401(k) Stock Fund as
of December 4, 1995.

(3) Does not include 31,400 shares of Class B Stock nor 112,000 shares of Common
Stock owned directly by members of his immediate family, the beneficial
ownership of which Mr. Modlin disclaims.

(4) Includes 55,254 shares of Common Stock which Mr. Cronin could acquire by the
exercise of stock options within sixty (60) days following December 4, 1995.
Does not include 15,900 shares of Class B Stock owned directly by members of
his immediate family, the beneficial ownership of which he disclaims nor
2,363 shares of Common Stock held in the Corporation's 401(k) Stock Fund as
of December 4, 1995.

(5) Includes 101,477 shares of Common Stock which Mr. Belson could acquire by
the exercise of stock options within sixty (60) days following December 4,
1995.

(6) Includes 77,776 shares of Common Stock which Mr. Lawrence could acquire by
the exercise of stock options within sixty (60) days following December 4,
1995. Does not include 860 shares of Common Stock owned by his wife, the
beneficial ownership of which he disclaims, nor 16,154 shares of Common
Stock held in the Corporation's 401(k) Stock Fund as of December 4, 1995.

(7) Includes 19,998 shares of Common Stock which Mr. Thurk could acquire by the
exercise of stock options within sixty (60) days following December 4, 1995.

(8) Includes 26,931 shares of Common Stock which Mr. Damiano could acquire by
the exercise of stock options within sixty (60) days following December 4,
1995. Does not include 391 shares of Common Stock held in the Corporation's
401(k) stock fund as of December 4, 1995.

(9) Includes 632,126 shares of Common Stock which persons in the group have the
right to acquire within sixty (60) days following December 4, 1995 through
the exercise of stock options and 36l,444 shares of Class B Stock and 14,500
shares of Common Stock held by Mr. James R. Arcara, Vice President,
Corporate Operations, as trustee under various trusts for the benefit of Mr.
Johnson's family and 12,200 shares of Class B Stock held by Mr. Arcara as
trustee under an insurance trust for the benefit of Mr. Johnson. Does not
include 72,774 shares of Class B Stock and 112,860 shares of Common Stock
owned directly by members of the directors' and officers' immediate
families, the beneficial ownership of which they disclaim; nor 64,629 shares
of the Corporation's Common Stock in the Corporation's 401(k) Stock Fund
held in accounts for eight (8) executive officers as of December 4, 1995.

4
7

EXECUTIVE COMPENSATION AND OTHER TRANSACTIONS WITH MANAGEMENT

The following Summary Compensation Table sets forth the compensation paid
or awarded for the fiscal years ended September 30, 1995, 1994 and 1993 to the
Corporation's five (5) most highly compensated executive officers whose
compensation for the fiscal year ended September 30, 1995 exceeded $100,000:

SUMMARY COMPENSATION TABLE

ANNUAL
COMPENSATION(1)
-------------------------- ALL OTHER
NAME AND SALARY BONUS OPTIONS (#) OTHER COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) GRANTED ($) ($)(4)
- ---------------------------------- ----- -------- ------- ----------- ------- ------------

Charles P. Johnson................ 1995 487,918 100,000 -- 15,756 58,520
Chairman of the Board of 1994 476,410 100,000 66,450 13,189 61,076
Directors and Chief 1993 449,674 100,000 -- 18,371 60,230
Executive Officer
Ross A. Belson.................... 1995 257,575 55,000 -- 8,306 2,250
President and Chief 1994 248,562 75,000 30,000 6,885 4,806
Operating Officer 1993 230,265 75,000 20,000 6,730 3,960

Michael C. Thurk.................. 1995 209,438 30,502(2) -- 6,800 2,250
Sr. Vice President 1994 140,967 27,690 49,998 23,971(3) --
Marketing 1993 -- -- -- -- --

William S. Lawrence............... 1995 182,471 19,000 -- 9,730 2,250
Vice President, Finance and 1994 178,136 34,000 15,000 7,879 4,121
Chief Financial Officer 1993 168,508 34,000 -- 7,067 2,812

V. Jay Damiano, Senior............ 1995 120,138 59,762 -- 5,299 2,250
Vice President of Sales 1994 114,055 62,250 11,000 1,486 3,425
1993 104,069 63,088 -- 7,456 2,712

- ---------------
(1) There are no restricted stock awards, stock appreciation rights or deferred
long-term incentive payouts.

(2) Excludes $50,000 sign-on bonus when hired.

(3) Relocation reimbursement.

(4) The Corporation's Board of Directors has approved the continued employment
of Mr. Charles P. Johnson to at least age 70. The Corporation is paying the
annual premium on a $1,000,000 life insurance policy on Mr. Johnson's life
at an approximate annual cost of $56,300, included in all other
compensation, so long as Mr. Johnson is an employee of the Corporation. Mr.
Johnson's designee is the owner of said policy. The balance of Mr. Johnson's
all other compensation and amounts reported for the other executives
reflects the Corporation's contributions under its 401(k) plan.

In November 1995, the Corporation's principal bank lender issued a $200,000
Letter of Credit in favor of Mr. Johnson to secure Mr. Johnson's obligations to
make certain repairs in connection with construction of a new home. Mr. Johnson
has reimbursed the Corporation for the $1,500 cost of the Letter of Credit and
his obligation to reimburse the Corporation if the Letter of Credit is drawn
upon will be secured by shares of the Corporation's capital stock having a value
of 125% of the face amount of the Letter of Credit.

During the fiscal year ended September 30, 1995, $669,000 in fees, an
amount which the Corporation believes is fair, were paid to the law firm of
which Howard S. Modlin is a partner.

BOARD COMPENSATION COMMITTEE REPORT

All matters concerning executive compensation for the Chief Executive
Officer and other executive officers are considered by the Corporation's entire
Board of Directors since there is no separate Compensation Committee. The salary
levels are intended to be consistent with competitive practice and level of
performance. In determining the total compensation to be paid to the Chief
Executive Officer and all other executive officers, the Board considers
management's recommendation based upon past salary levels, industry surveys,
experience, capability, normal salary increase levels in past years, and the
Corporation's and respective

5
8

individual's performances during the last fiscal year. The Chief Executive
Officer's compensation and bonus are based upon the above factors and include
three-quarters (3/4) of one-percent (1%) of the Corporation's pretax earnings
but in no event less than $100,000. It should also be noted that as part of the
Corporation's cost containment efforts, most salaried employees previously had
their salary increases deferred from the normal twelve (12) month cycle to
thirty (30) months. Such deferral ended in 1993.

STOCK OPTION PLANS

Under the terms of the Corporation's Stock Option Plans, the Corporation
has reserved a total of 3,012,787 shares of Common Stock as of December 4, 1995.
Officers and key employees selected by the Chairman of the Board or the Stock
Option Committee, as the case may be, may be granted incentive stock options at
an exercise price equal to or greater than the market price per share on the
date of grant and non-incentive stock options at an exercise price equal to,
greater than or less than the market price per share on the date of grant. Once
granted, options become exercisable in whole or in part after the first year and
expire within ten (10) years. The Chairman or the Stock Option Committee, as the
case may be, determines the number of stock options to be granted to any person,
subject to the limitations on incentive stock options in Section 422A of the
Internal Revenue Code.

STOCK OPTIONS

No stock options were granted to the Corporation's five highest compensated
executive officers pursuant to the Corporation's Stock Option Plans during the
period October 1, 1994 through September 30, 1995. There are no stock
appreciation rights under the Plans.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR END OPTION TABLES

The following table sets forth the number of shares acquired on exercise
during the fiscal year ended September 30, 1995 ("FY") by the five highest
compensated executive officers, the value realized on exercise, the number of
unexercised options at September 30, 1995 and the value of unexercised
in-the-money options at September 30, 1995.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES

VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS
SHARES FY-END (#) AT FY-END
ACQUIRED ON --------------- ------------
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#) REALIZED UNEXERCISABLE UNEXERCISABLE
---- ----------- ---------- --------------- ------------

Charles P. Johnson.................. 39,700 $ 578,597 270,207/146,450 $2,987,379
$ 910,000
Ross A. Belson...................... -- -- 81,477/90,000 $ 900,643
$ 700,000
William S. Lawrence................. -- -- 69,776/33,000 $ 785,046
$ 207,800
Michael C. Thurk.................... -- -- 9,999/39,999 $ 38,121
$ 152,496
V. Jay Damiano...................... -- -- 22,931/20,000 $ 231,410
$ 87,750

6
9

EMPLOYEE STOCK PURCHASE PLAN

The Corporation's 1979 Employee Stock Purchase Plan (the "Purchase Plan")
was adopted by the Board of Directors in May 1979 and approved by the
stockholders in February 1980. A total of 265,704 shares of Common Stock, after
giving effect to stock splits in February and November, 1980 and May, 1984, were
originally reserved for issuance under the Purchase Plan. The following
amendments were authorized by the Board and approved by the stockholders at
previous meetings: an additional 2,360,000 shares, after adjustment for the 1984
stock split, were added to the Purchase Plan; the termination date of the
Purchase Plan was extended to 2001; the minimum term of employment for employees
eligible for participation in the Purchase Plan was reduced from six (6) months
to 91 days; and participating employees were required to end their participation
at least two (2) business days instead of one (1) prior to the end of any six
(6) month period in which payroll amounts are deducted for participants
("Payment Period"). On November 1, 1990, the Board amended the Purchase Plan to
provide that: (i) if 85% of the average market price per share of the Common
Stock is less than the book value per share at the beginning of a Payment
Period, the Purchase Plan is suspended; (ii) if 85% of the average market price
per share at the end of a Payment Period is less than the book value per share,
the payroll deductions are refunded; and (iii) if 85% of the average market
price per share at the beginning of a Payment Period is less than the book value
per share at the end thereof, the purchase price is the book value per share.
Accordingly, the Purchase Plan was suspended in November 1990 as 85% of the
average market price per share was less than the book value per share. The Board
can reinstate the Purchase Plan at any time that 85% of the average market price
per share exceeds the book value per share and the Payment Period's starting and
ending dates would be adjusted accordingly. The Plan was reinstated March 1,
1992 and again suspended when market price per share fell below book value per
share. The Purchase Plan was again reinstated on March 1, 1993 and is currently
in effect.

The following table sets forth certain information as to certain executive
officers and current executive officers of the Corporation as a group and all
other employees who participated in the Purchase Plan during the period October
1, 1994 through September 30, 1995:

NUMBER AGGREGATE AVERAGE
NAME OF INDIVIDUAL OF SHARES PURCHASE PRICE PER
OR IDENTITY OF GROUP PURCHASED PRICE SHARE
-------------------- --------- ---------- ---------

All executive officers (5 persons in the Purchase
Plan)............................................ 5,146 $ 72,890 $ 14.16
All other employees (371 persons).................. 101,802 $1,318,967 $ 12.96

EMPLOYEE RETIREMENT SAVINGS AND DEFERRED PROFIT SHARING PLAN

Under the retirement savings provisions of the Corporation's Employee
Retirement Savings and Deferred Profit Sharing Plan (the "Plan"), established
under Section 401(k) of the Internal Revenue Code in fiscal 1987, U.S. employees
are generally eligible to contribute to the Plan after six (6) months of
continuous service in amounts determined by the Plan. The Corporation
contributes an additional 50% of the employee contribution up to certain limits
(not to exceed 1 1/2% of total eligible compensation). Employees become fully
vested in the Corporation's contributions after five (5) years of continuous
service, death, disability or upon reaching age 65. The Plan year for the 401(k)
portion coincides with the calendar year, and the Corporation's contribution is
paid in the following calendar year if the participant was employed at December
31 of the Plan year.

The deferred profit sharing provisions of the Plan include retirement and
other related benefits for substantially all of the Corporation's full-time U.S.
employees. Contributions under the Plan are funded annually and are based, at a
minimum, upon a formula measuring profitability in relation to revenues.
Additional amounts may be contributed at the discretion of the Corporation.
Contributions to the Plan are allocated to each participant based upon
individual earnings in proportion to the earnings of all participants.

The Corporation's contributions to the Plan for 1994, paid in 1995,
amounted to $824,309 for all participants, including $2,250 on behalf of each of
the named officers in the Summary Compensation Table.

7
10

FIVE YEAR CORPORATE PERFORMANCE GRAPH

The following graph compares the Corporation's total stockholder return
over the five (5) fiscal years ended September 30, 1995 with the total return on
the Standard & Poors 500 Stock Index ("S&P 500") and an industry peer group
("Peer Group") based upon the Value Line Computers & Peripherals Industry
("Computer-Periph.") in which the Corporation is included. The stockholder
return shown on the graph is not intended to be indicative of future performance
of the Corporation's Common Stock.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*

GENERAL DATACOMM INDUSTRIES, INC., STANDARD & POORS 500 AND VALUE LINE
COMPUTER-PERIPH. INDEX
(PERFORMANCE RESULTS THROUGH 9/30/95)

MEASUREMENT PERIOD COMPUTER-
(FISCAL YEAR COVERED) GDC S&P 500 PERIPH.

1990................................ 100.00 100.00 100.00
1991................................ 131.26 116.67 115.49
1992................................ 155.56 145.96 106.05
1993................................ 483.33 164.97 93.36
1994................................ 1255.55 171.45 126.46
1995................................ 655.55 234.45 194.92

Assumes $100 invested at the close of trading 9/90 in the Corporation's common
stock, S&P 500, and Computer-Periph.

* Cumulative total return assumes reinvestment of dividends.

SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

Coopers & Lybrand was selected by the Board of Directors as auditors for
the Corporation's fiscal year ended September 30, 1995, the twentieth year such
firm has been the auditors of the Corporation.

Representatives of such auditors are expected to be at the meeting of
stockholders and will be permitted to make a statement to stockholders if they
desire and to respond to any appropriate questions addressed by stockholders to
such auditors. No decision has yet been made as to the selection of the
Corporation's auditors for the 1996 fiscal year.

COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

The Corporation's executive officers and directors are required under
Section 16(a) of the Securities Exchange Act of 1934 to file reports of
ownership and changes in ownership with the Securities and Exchange

8
11

Commission and New York Stock Exchange. Copies of those reports must also be
furnished to the Corporation.

Based solely on a review of the copies of reports furnished to the
Corporation and the Corporation's monthly reporting compliance program, the
Corporation believes that during the preceding year all filing requirements
applicable to executive officers and directors were met except Mr. Dennis
Nesler, Treasurer, inadvertently failed to report by September 10, 1995 on the
sale of 10,000 shares in August 1995 because he was on vacation. Such report was
filed on September 12, 1995.

MEETINGS OF THE BOARD OF DIRECTORS

During fiscal 1995, the Board of Directors had eight (8) meetings. All of
the Directors attended at least 75% of such meetings. Non-employee directors
currently receive a fee of $1,200 for each meeting which they attend and an
annual fee of $8,000. Under a plan adopted by the Board of Directors in 1982,
non-employee directors have the opportunity to elect to defer receipt of all or
a portion of their fees plus interest thereon. On October 10, 1995 the
non-employee directors were each granted a non-statutory stock option to
purchase 5,000 shares of the Corporation's Common Stock at $12.3125 per share,
the fair market value on such date. Such options become exercisable in three
equal annual installments on the first, second and third anniversaries of date
of grant.

The Corporation has an Audit Committee consisting of Messrs. Lee Paschall,
Howard S. Modlin and John L. Segall. Members of the Audit Committee receive an
annual fee of $3,000. As part of its responsibilities, the Audit Committee
reviews the audit function with the Corporation's independent auditors. During
fiscal 1995 the Audit Committee had three (3) meetings. The Corporation does not
have a nominating or compensation committee.

The Corporation has a Stock Option Committee consisting of Messrs. Lee
Paschall and Howard S. Modlin. Such Committee, which had no formal meetings
during fiscal 1995, determines which executive officers of the Corporation shall
be granted stock options under its stock option plans.

STOCKHOLDER PROPOSALS -- 1997 ANNUAL MEETING

If any stockholder desires to submit a proposal for action at next year's
annual meeting, it must be received by the Corporation, Middlebury, Connecticut
06762-1299, on or before August 6, 1996.

COST OF SOLICITATION

The cost of preparing and mailing material in connection with the
solicitation of proxies is to be borne by the Corporation. To the extent
necessary in order to assure sufficient representation at the meeting, such
solicitation will be made by the Corporation's regular employees in the total
approximate number of three (3). Solicitation will be made by mail, telegram,
telephone and in person.

By Order of the Board of Directors

HOWARD S. MODLIN
Secretary

Dated: Middlebury, Connecticut
December 4, 1995

9
12

Please mark
/X/ your votes
as this

1. The election of Frederick R. Cronin to the Board of
Directors for a term of three (3) years and until
his successor is elected.

NOT
FOR FOR
/ / / /

2. In their discretion, upon such other matters as may
properly come before the meeting or any adjournments
thereof.

A majority of said attorneys and proxies, or their substitute at said meeting,
or any adjournments thereof (or if only one (1), that one (1)) may exercise all
of the powers hereby given. Any proxy to vote any of the shares, with respect
to which the undersigned is or would be entitled to vote, heretofore given to
any person or persons other than the persons named above is hereby revoked.

IN WITNESS WHEREOF, the undersigned has signed and sealed this proxy and hereby
acknowledges receipt of a copy of the notice of said meeting and proxy
statement in reference thereto both dated December 4, 1995.

Stockholder(s) Signature _____________________________Dated:__________, 199_

NOTE: This Proxy, properly completed, dated and signed, should be returned
immediately in the enclosed postage-paid envelope to GENERAL DATACOMM
INDUSTRIES, INC.

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FOLD AND DETACH HERE

GENERAL DATACOMM INDUSTRIES, INC.

PROXY - ANNUAL MEETING OF STOCKHOLDERS -
FEBRUARY 1, 1996

(SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned stockholder of General
DataComm Industries, Inc., hereby constitutes and appoints CHARLES P. JOHNSON,
HOWARD S. MODLIN and GERALD GORDON, and each and any of them, the attorneys and
proxies of the undersigned with full power of substitution to vote for and in
the name, place and stead of the undersigned, at the Annual Meeting of the
Stockholders of said Corporation, to be held at Chemical Bank, 11th Floor, 270
Park Avenue, New York, New York, on February 1, 1996 at 4:00 P.M., and at any
adjournments thereof, the number of votes the undersigned would be entitled to
cast if present.

Unless you specify otherwise, this Proxy will be voted "FOR" the election of the
nominee as a director.

(Continued and to be signed on the other side)

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