8-K

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

                               [GRAPHIC OMITTED]

                                    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): MARCH 16, 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 March 16, 2004, the Company announced the closing of a bridge
financing transaction in the amount of $9 million.

ITEM 7.  EXHIBITS

         (a)  None.
         (b)  None.
         (c) 99.1 Press Release dated March 16, 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 ANNOUNCES BRIDGE FINANCING
                                                                   Press Release

Comdial Corporation
106 Cattlemen Road
Sarasota, FL 34232
Telephone (941) 554-5000
Facsimile (941) 554-5012

Contact: Ken Clinebell, CFO
(941) 554-5000, ext. 1513


FOR IMMEDIATE RELEASE

            COMDIAL ANNOUNCES CLOSING OF BRIDGE FINANCING TRANSACTION
                      Investment Proceeds Total $9 Million

SARASOTA, FL - March 16, 2004 - Comdial Corporation (OTC Bulletin Board:
CMDZ.OB), a leading provider of traditional and IP telephony solutions for small
and medium-sized enterprises, announced today that it has closed a bridge
financing transaction involving the private placement of 90 units at a price of
$100,000 per unit resulting in gross proceeds to the Company of $9 million (the
"Bridge Financing"). Each unit includes a warrant to purchase 20,000 shares of
the Company's voting common stock at an exercise price of $3.38 per share and a
$100,000 subordinated convertible note which includes quarterly interest payable
at the annual rate of 8%. Commonwealth Associates, L.P. served as placement
agent for the Bridge Financing.

         Neil Lichtman, Comdial's president and chief executive officer,
commented, "Comdial welcomes the new investors who participated in this
transaction, and is grateful for the continued support of its existing investors
and their belief in our vision. We pursued financing in the form of a bridge
transaction in order to speed the capital raising process and get right to the
application of that capital, which is to pursue our growth opportunities in the
IP telephony market through the recently launched CONVERSipTM solutions suite.
CONVERSipTM is an innovative, flexible and feature-rich communications solution
that can help boost corporate productivity by streamlining collaborative
interaction and leverages existing technology investments and common network
infrastructure. We are in the process of evaluating next-step financing
alternatives to optimize a stable capital structure. We will provide updates on
these decisions as we move forward."

         This press release does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities in
any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.


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, we are dedicated to
producing best-in-class small- to mid-sized enterprise communications products.
Through innovative technology and flexibility, we are unmatched at providing
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 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, 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 CURRENT BRIDGE FINANCING AND FROM THE PRIVATE
PLACEMENT THAT WAS COMPLETED IN 2002, AND ANY OTHER PRIVATE INVESTMENTS OR
PUBLIC OFFERINGS THAT MAY OCCUR FORM 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-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.


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