United States
                     SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                               FORM 12b-25


                      NOTIFICATION OF LATE FILING


 [ ]Form 10-K  [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q  [ ]Form N-SAR


              For Period Ended: July 2, 2000



              [ ] Transition Report on Form 10-K
              [ ] Transition Report on Form 20-F
              [ ] Transition Report on Form 11-K
              [ ] Transition Report on Form 10-Q
              [ ] Transition Report on Form N-SAR

For the Transition Period Ended: ____________________________



PART I - REGISTRANT INFORMATION


Commission file number:     0-9023

                        COMDIAL CORPORATION
                     (Full Name of Registrant)

  P. O. Box 7266
  1180 Seminole Trail; Charlottesville, Virginia 	22906-7266
   (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code:(804) 978-2200

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PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed.  (Check box if
appropriate)

     (a) The reason described in reasonable detail in Part III
         of this form could not be eliminated without
         unreasonable effort or expense;

     (b) The subject annual report, semi-annual report, transition
[x}      report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
         portion thereof, will be filed on or before the fifteenth
         calendar day following the prescribed due date; or the
         subject quarterly report of transition report on Form 10-
         Q, or portion thereof will be filed on or before the
         fifth calendar day following the prescribed due date; and

     (c) The accountant's statement or other exhibit required by
         Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.

     On July 27, 2000, Comdial Corporation (the "Company")
announced it had discovered that a sale during the first quarter
2000, to one of its distributors which included special return
terms.  This sale and the associated terms necessitate a
restatement of the Company's first quarter 2000 financial results.
This will reduce the first quarter's net sales by $2.7 million.
The Company intends to file an amendment to its Form 10-Q for the
first quarter of 2000 reflecting this restatement upon completion
of a review by the Company of the transaction.  The ongoing review
of the transaction described above, and the steps taken to restate
the Company's Form 10-Q for the first quarter 2000 have required
the attention of the Company's financial and accounting personnel
and delayed the completion of its Form 10-Q for the second quarter.

     For the reasons set forth above, the Company's inability to
file timely its Quarterly Report on Form 10-Q for the Quarter ended
July 2, 2000 could not be eliminated by the Company do to the
ongoing review.  The Company will file the subject Quarterly
Report on Form 10-Q no later than the fifth calendar day
after the prescribed due date of the report.

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PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to
     this notification

       Paul K. Suijk                   804         978-2501
           (Name)                  (Area Code) (Phone Number)

(2)  Have all other periodic reports required under Section 13 or
     15(d) of the Securities Exchange Act of 1934 or Section 30 of
     the Investment Company Act of 1940 during the preceding 12
     months or for such shorter period that the registrant was
     required to file such report(s) been filed? If answer is no,
     identify report(s).          [X]  Yes        [ ] No

(3)  Is it anticipated that any significant change in results of
     operations from the corresponding period for the last fiscal
     year will be reflected by the earnings statements to be
     included in the subject report or portion thereof?   [X] Yes
     [ ] No

     If so, attach an explanation of the anticipated change, both
     narratively and quantitatively, and, if appropriate, state the
     reasons why a reasonable estimate of the results cannot be
     made.

     The Company will report a net loss of $6.7 million, or $0.72
     per share, for the second quarter of 2000, compared to net
     income of $1.3 million, or $0.14 per share, reported for the
     same period in 1999.  For the six months ended July 2, 2000,
     the Company will report a net loss of $6.3 million, or $0.69
     per share, compared to net income of $1.7 million, or $0.19
     per share, for the six months ended July 4, 1999.



                            SIGNATURES

                        Comdial Corporation
            (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.



Date:  August 17, 2000         By: /s/ Paul K. Suijk
                                   Paul K. Suijk
                                   Senior Vice President and
                                   Chief Financial Officer


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