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 21, 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:

|_| 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 240.13a-4(c))



Item 9.01 Financial Statements and Exhibits

(c)   Exhibits

Exhibit Number             Description
- --------------             -----------
99.1                       Press Release issued by Comdial Corporation on
                           October 21, 2004 reporting preliminary third quarter
                           2004 results.

Item 2.02 Results of Operations and Financial Condition

      On October 21, 2004, Comdial Corporation issued a press release reporting
its preliminary results for the third quarter ended September 30, 2004. A copy
of the press release is furnished herewith as Exhibit 99.1.

      The announcement includes disclosures of the Company's EBITDA (which is a
non-GAAP financial measure) for certain periods with reconciliation to the
comparable GAAP measure. EBITDA is calculated as earnings before interest,
taxes, depreciation and amortization. Although EBITDA is a non-GAAP financial
measure, it is used extensively by management as one of the primary metrics for
evaluating operating performance. The Company believes it is also useful for
investors to understand EBITDA and its trends as it provides a link between
profitability and operating cash flow.

      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.


                                       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 21, 2004


                                       3


                                  EXHIBIT INDEX

Exhibit Number    Description
- --------------    -----------
99.1              Press Release issued by Comdial Corporation on October 21,
                  2004 reporting preliminary third quarter 2004 results.


                                       4

EX-99.1

                                                                    Exhibit 99.1

            Comdial Reports Preliminary Third Quarter 2004 Results

                      Cash Flow Positive from Operations

    SARASOTA, Fla., Oct. 21 /PRNewswire-FirstCall/ -- Comdial Corporation
(OTC Bulletin Board: CMDZ), a leading provider of communications solutions for
small and midsize enterprises, today reported its preliminary estimate for
operating results for the three months ended September 30, 2004.  Net sales
for the period will be between $11.5 million and $11.8 million with positive
cash flow from operations.  The Company's cash balance at September 30, 2004
was $7.8 million, compared to $2.9 million at December 31, 2004.  The Company
expects that final third quarter 2004 operating results will be released to
the public by November 15, 2004.
    "I continue to be pleased with the improvement in the Company's 2004
operating results," stated Neil Lichtman, president and chief executive
officer.  "The Company met its internal operating goal of increased net sales
and positive cash flow from operations for the quarter, which reflects the
dedication and hard work of each and every employee at Comdial."

    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-                             10/21/2004
    /CONTACT:  Ken Clinebell, Chief Financial Officer, Comdial Corporation,
+1-941-554-5000, ext. 1513/
    /Web site:  http://www.comdial.com /
    (CMDZ)

CO:  Comdial Corporation
ST:  Florida
IN:  OTC CPR TLS ITE
SU:  ERP