8-K

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                        Date of Report (Date of Earliest
                       Event Reported): November 16, 2004

                               COMDIAL CORPORATION
                               -------------------
             (Exact name of registrant as specified in its charter)

         Delaware                       0-9023               94-2443673
- ----------------------------            ------               ----------
(State or other jurisdiction          (Commission           (IRS Employer
     of incorporation)                File Number)        Identification No.)

       106 Cattlemen Road
        Sarasota, Florida                                       34232
        -----------------                                       -----
(Address of principal executive offices)                      (Zip Code)

       Registrant's telephone number, including area code: (941) 554-5000

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))




Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers

      On November 18, 2004, Comdial Corporation announced that Travis L. Provow,
Director, has resigned from the Company's Board of Directors effective November
16, 2004. Mr. Provow will be succeeded by Inder Tallur. A copy of the press
release is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(c)   Exhibits

Exhibit Number    Description
- --------------    -----------
99.1              Press Release issued by Comdial Corporation on November 18,
                  2004 reporting director resignation and succession.

The information in this Form 8-K, including the accompanying exhibit, shall not
be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability
of such section, nor shall such information be deemed incorporated by reference
into any filing pursuant to the Securities Act of 1933, as amended, or the
Exchange Act, except as otherwise expressly stated in such a filing.

                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                                 COMDIAL CORPORATION

                                                 By: /s/  Kenneth M. Clinebell
                                                     -------------------------
                                                     Kenneth M. Clinebell
                                                     Chief Operating Officer
                                                     Chief Financial Officer and
                                                     Senior Vice President

Dated: November 18, 2004

EXHIBIT INDEX

Exhibit Number    Description
- --------------    -----------

99.1              Press Release issued by Comdial Corporation on November 18,
                  2004 reporting Director resignation and succession.


                                       2

EX-99.1

                                                                    Exhibit 99.1

              Comdial Announces New Member of Board of Directors

    SARASOTA, Fla., Nov. 18 /PRNewswire-FirstCall/ -- Comdial Corporation
(OTC Bulletin Board: CMDZ), a leading provider of communications solutions for
small and midsize enterprises, today announced that Inder Tallur has joined
the Company's board of directors and will serve on the board's governance
committee.
    "We are extremely pleased to announce Inder's appointment to the board of
directors," said Neil Lichtman, president and chief executive officer.
"Inder's experience in the telecommunication and computing industries brings
additional market knowledge to the board as we continue our focus on the IP
telephony marketplace."
    Mr. Tallur is a partner of ComVest Investment Partners and was previously
the Director of Research for Commonwealth Associates, an investment banking
firm, where he was responsible for reviewing investment opportunities in the
telecommunications and technology markets.
    The Company also announced Lee Provow's resignation from the Company's
board of directors to allow him to focus more time on his role as President of
Xpedite, a subsidiary of Ptek Holdings, Inc. (Nasdaq: PTEK), a leading
provider of innovative business, data and group communications services.
    "I would like to thank Lee for his services to the Company, its employees
and shareholders," stated Neil Lichtman, president and chief executive
officer.  "Lee's contributions to Comdial during the past two years were
significant and greatly appreciated."

    About Comdial
    Comdial is a converged voice and data communications solutions provider
with over 25 years of long-standing success as a leading brand. Focused on
superior customer service and reliable communications solutions, Comdial is
dedicated to producing best-in-class small to mid-sized enterprise
communications products. Through innovative technology and flexibility,
Comdial provides comprehensive Internet Protocol (IP) communications solutions
tailored to meet each customer's evolving business needs. For more information
about Comdial and its communications solutions, please visit the Comdial web
site at http://www.comdial.com .

    Forward-Looking Statements
    This press release contains statements that may constitute "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Investors and prospective investors are cautioned that any
such forward-looking statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ materially
from those projected in the forward-looking statements as a result of various
factors, including Comdial Corporation's ability to obtain additional funding
for its business should such funding become necessary, its ability to maintain
market share and to grow in a very competitive market, its ability to develop
technologically advanced products to keep pace with many competitors that are
much larger and have significantly more resources than Comdial, market
acceptance of new products it develops, lower than anticipated demand brought
about by continued weakness in telecommunications spending, risk of dilution
of the Company's stock from private placement investments including the
financing that was completed in March 2004 and from the private placement that
was completed in 2002, as well as any other private investments or public
offerings that may occur from time to time, dependence on a relatively small
number of large customers, ability to maintain necessary engineering, sales,
marketing and other key staff members, the risks associated with the
outsourcing of its manufacturing requirements, including international risk
factors, its ability to achieve its operational goals and to generate positive
cash flow, any unfavorable outcome of pending disputes or litigation,
including, but not limited to intellectual property infringement claims that
arise from time to time and the various other factors set forth from time to
time in Comdial's filings with the SEC, including, but not limited to,
Comdial's Form 10-K for the year ended December 31, 2003. Comdial Corporation
undertakes no obligation to publicly update or revise the forward-looking
statements made in this release to reflect events or circumstances after the
date of this press release or to reflect the occurrence of unanticipated
events.

SOURCE  Comdial Corporation
    -0-                             11/18/2004
    /CONTACT:  Ken Clinebell, Chief Financial Officer of Comdial Corporation,
+1-941-554-5000, ext. 1513/
    /Web site:  http://www.comdial.com /
    (CMDZ PTEK)

CO:  Comdial Corporation; ComVest Investment Partners; Ptek Holdings, Inc.
ST:  Florida
IN:  OTC CPR TLS FIN
SU:  PER