8-K/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                     --------------------------------------
                                    FORM 8-K/A

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 7, 2004

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

                               COMDIAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             DELAWARE                     0-9023                94-2443673
  -----------------------------         -----------        --------------------
         (STATE OR OTHER                (COMMISSION            (IRS EMPLOYER
  JURISDICTION 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








ITEM 5.  OTHER EVENTS

     On January 7, 2004, the Company announced the appointment of Neil Lichtman
as president of the Company. Nickolas Branica will continue at the Company as
the chief executive officer.

ITEM 7.  EXHIBITS

         (a)  None.
         (b)  None.
         (c)  99.1 Press Release dated January 7, 2004.







                                    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, Senior Vice President
                                    And Chief Financial Officer

EX-99.1

                                                                    Exhibit 99.1


Comdial Corporation
106 Cattlemen Road
Sarasota, FL 34232
Telephone (941) 554-5000

Contact: Naomi DeAngelo, Marketing Communications Manager (ext. 1160)

FOR IMMEDIATE RELEASE

COMDIAL APPOINTS INDUSTRY VETERAN NEIL LICHTMAN AS PRESIDENT

BRINGS OUTSTANDING INDUSTRY EXPERIENCE AND A RECORD OF INCREASING SALES

SARASOTA, FL. - January 7, 2004 - Comdial Corporation (OTC-BB: CMDZ.OB), a
leading provider of IP telephony and unified communications solutions, announced
that it has appointed Neil Lichtman as president. Lichtman assumes overall
responsibility for Comdial's national sales organization and brings with him
over 30 years of exceptional sales and business-related experience.

"Lichtman is
a great addition to our executive management team," said Nick Branica, Comdial's
chief executive officer. "Comdial's historical strength in engineering high
quality products requires the development and leadership of a world-class sales
organization. Lichtman's experience in our industry suits him perfectly to lead
Comdial's growing sales organization. I look forward to Lichtman's contributions
and am confident that his experience and leadership qualities will help take us
to our next level of success."

"We are extremely pleased to have an executive of Lichtman's caliber and breadth
of experience joining Comdial," said Michael Falk, Comdial's chairman of the
board of directors. "Lichtman's proven track record of success as a disciplined
executive will prove invaluable to Comdial."

Before joining Comdial, Lichtman was with Inter-Tel, Inc. (NASDAQ: INTL), an
international telecommunications company, as the senior vice president of voice
and data services. He was also president of several divisions with
responsibility for Inter-Tel's network services division, its national
accounts/government sales division and DataNet. Prior to Inter-Tel, Lichtman was
the president of Staples Communications Inc., previously a telecommunications
subsidiary of Staples, Inc. "Comdial is uniquely positioned to continue its
success in the IP telephony and unified communications markets," said Lichtman.
"The Company's current and soon to be released products and solutions allow
small and medium-sized businesses to deploy the latest communications




technology at attractive prices. I'm extremely excited to be on the team and
look forward to working with everyone at Comdial."

About Comdial

Comdial Corporation, headquartered in Sarasota, Florida, develops and markets
sophisticated communications solutions for small to mid-sized offices,
government, and other organizations. Comdial offers a broad range of solutions
to enhance the productivity of businesses, including voice switching systems,
voice over IP (VoIP), voice processing and computer telephony integration
solutions. For more information about Comdial and its communications solutions,
please visit our web site at 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, ITS ABILITY TO
INTEGRATE THE ASSETS ACQUIRED FROM SOUNDPIPE INC. INTO ITS BUSINESS IN A
COST-EFFICIENT MANNER AND OTHER RISKS ATTENDANT WITH THE ACQUISITION OF ASSETS,
LOWER THAN ANTICIPATED DEMAND BROUGHT ABOUT BY CONTINUED WEAKNESS IN
TELECOMMUNICATIONS SPENDING, RISK OF DILUTION OF THE COMPANY'S STOCK FROM
PRIVATE PLACEMENT INVESTMENTS COMPLETED IN 2002, FROM THE 2003 ACQUISITION OF
THE ASSETS OF SOUNDPIPE INC. AND FROM OTHER OR SIMILAR EVENTS THAT MAY OCCUR IN
THE FUTURE, 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-Q FOR THE THREE MONTHS ENDED SEPTEMBER 30,
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.