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): October 1, 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 1.01 Entry into a Material Definitive Agreement

      On October 7, 2004, Comdial Corporation (the "Company") issued a press
release indicating that on October 1, 2004 the Company entered into a Business
Loan and Security Agreement (the "Agreement") with a voice and data solutions
provider (the "Borrower"). Per the Agreement, Comdial loaned the Borrower
$800,000, bearing interest at 8 percent; with a maturity date of September 30,
2005. The loan is secured by all of the assets of the Borrower and certain other
collateral. As part of the Agreement, Comdial received warrants to purchase an
equity interest equal to 3% of the outstanding common stock of the Borrower. A
copy of the press release is furnished herewith as Exhibit 99.1.

      The information being furnished in Exhibit 99.1 shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or incorporated by reference in any filing under
the Securities Act of 1933, as amended or the Exchange Act, whether made before
or after the date of this report, except as shall be expressly set forth by
specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

      (c) Exhibits

99.1  Press Release issued by Comdial Corporation on October 7, 2004.


                                       2


                                    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: October 7, 2004


                                       3


                                  EXHIBIT INDEX

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

99.1             Press Release issued by Comdial Corporation on October 7, 2004.


                                       4

EX-99.1

                                                                    Exhibit 99.1

     Comdial Announces Closing of a Business Loan and Security Agreement

    SARASOTA, Fla., Oct. 7 /PRNewswire-FirstCall/ -- Comdial Corporation
(OTC Bulletin Board: CMDZE), a leading provider of communications solutions
for small and midsize enterprises, announced today that it has entered into a
Business Loan and Security Agreement (the "Agreement") with a voice and data
solutions provider (the "Borrower").  Per the Agreement, Comdial loaned the
Borrower $800,000, bearing interest at 8 percent, with a maturity date of
September 30, 2005.  The loan is secured by all of the assets of the Borrower
and certain other collateral.  As part of the Agreement, Comdial received
warrants to purchase an equity interest equal to 3% of the outstanding common
stock of the Borrower.

    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-                             10/07/2004
    /CONTACT:  Ken Clinebell, Chief Financial Officer, Comdial Corporation,
+1-941-554-5000, ext. 1513 /
    /Web site:  http://www.comdial.com /
    (CMDZE)

CO:  Comdial Corporation
ST:  Florida
IN:  OTC CPR TLS
SU:  FNC