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): April 27, 2005

December 29, 2004

COMDIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

0-9023

94-2443673

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

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 45.0102. ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant.~~Principal Officers; Election of Directors; Appointment of Principal Officers

On ~~December~~April 29, ~~2004~~2005, ~~with~~Comdial ~~the~~Corporation ~~approval~~announced ofthat Stephen ~~our~~N. ~~Audit~~Abrams, ~~Committee~~Raul ofPupo ~~the~~and ~~Board~~Robert ofF. ~~Directors~~Troisio, ~~Aidman,~~ ~~Piser~~have &been ~~Company,~~elected ~~P.A.~~Directors ~~was~~of ~~engaged by Comdial Corporation (~~the “Company~~”) as the Company~~’s ~~Registered~~Board ~~Independent~~of ~~Accounting~~Directors ~~Firm~~effective toApril ~~audit~~27, ~~the~~2005. ~~Company’s~~A ~~financial~~copy ~~statements~~of ~~for~~the ~~its~~press ~~current~~release ~~year~~is ~~ending~~furnished ~~December~~herewith ~~31, 2004~~as Exhibit 99.1.

~~During~~Item ~~the preceding two fiscal years and the interim period through the date of this report, we had not consulted with Aidman, Piser & Company, P~~9.A01. onFinancial ~~the~~Statements ~~application~~and ofExhibits accounting principles to a specified transaction, either completed or proposed, the type of opinion that might be rendered on the Company’s financial statements, or any matter that was the subject of a disagreement or a reportable event (which, as previously reported, there were none).

(c)

Exhibits


Exhibit Number		Description
99.1		Press Release issued by Comdial Corporation on April 29, 2005 reporting the election of three new directors.

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.

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: ~~December~~April 29, ~~2004~~2005

EXHIBIT INDEX


Exhibit Number		Description
99.1		Press Release issued by Comdial Corporation on April 29, 2005 reporting the election of three new directors.

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