As filed with the Securities and Exchange Commission on May 9, 1996.

                                                        Registration No. _______


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                               Comdial Corporation
             (Exact name of Registrant as specified in its charter)

           Delaware                                        94-2443673
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)



                               1180 Seminole Trail
                         Charlottesville, Virginia 22901
                                 (804) 978-2200
                   (Address, including zip code and telephone
                         number, including area code of
                    Registrant's principal executive offices)



                            1992 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)


                                 WAYNE R. WILVER
                                    Secretary
                               1180 Seminole Trail
                         Charlottesville, Virginia 22901
                                 (804) 978-2200
                (Name, address, including zip code and telephone
                number, including area code of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

        Title of Each                                              Proposed Maximum           Proposed Maximum
     Class of Securities                  Amount to be            Offering Price per         Aggregate Offering         Amount of
      to be Registered                    Registered                  Share (1)                   Price             Registration Fee
     -------------------                  ------------            ------------------         ------------------     ----------------
<S>                                      <C>                           <C>                      <C>                     <C>      
Common Stock, $0.01 par value            750,000 shares                $11.125                  $8,343,750.00           $2,877.16
</TABLE>

(1)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant  to Rule 457 of the  Securities  Act of 1933 and  based on the
         average  high and low prices of the common  stock as reported on May 6,
         1996 on the Nasdaq National Market.

         The  purpose of this  Registration  Statement  is to  register  750,000
additional  shares of common  stock,  $0.01 par value,  of  Comdial  Corporation
issuable  pursuant  to the  1992  Stock  Incentive  Plan.  Pursuant  to  General
Instruction E of Form S-8, the Registrant  hereby  incorporates by reference the
contents of its Form S-8 registration  statement No. 33-53562 (filed October 21,
1992).





                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8.  Exhibits


        Exhibit Number          Description                                 Page
        --------------          -----------                                 ----
              5                 Opinion of McGuire, Woods, Battle &          5
                                Boothe, L.L.P.
             23.1               Consent of McGuire, Woods, Battle &          5
                                Boothe, L.L.P. (included in Exhibit 5).
             23.2               Consent of Deloitte & Touche, L.L.P.         6
              24                Power of Attorney                            4



                                        1

<PAGE>



                                   SIGNATURES

         Pursuant  to  the  requirement  of the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable ground to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the County of Albemarle,  Commonwealth of Virginia, on this 30th
day of April, 1996.

                                        COMDIAL CORPORATION


                                        By: /s/ William G. Mustain
                                            ----------------------------
                                                 William G. Mustain
                                                 Chairman, President and
                                                 Chief Executive Officer


                                        2

<PAGE>




                                POWER OF ATTORNEY

         Each person whose signature  appears below hereby  appoints  William G.
Mustain or Wayne R. Wilver his or her true and lawful  attorney-in-fact  to sign
on his or her behalf,  as an  individual an in the capacity  stated  below,  any
amendment or post-effective  amendment to this registration statement which said
attorney-in-fact may deem appropriate or necessary.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>


         Signature                                              Title                                         Date
         ---------                                              -----                                         ----
<S>                                                                                                            <C> <C> 
/s/ A.M. Gleason                                               Director                                  April 30, 1996
- ---------------------------
A. M. Gleason

/s/ John W. Rosenblum                                          Director                                  April 30, 1996
- ---------------------------
John W. Rosenblum

/s/ Dianne C. Walker                                           Director                                  April 30, 1996
- ---------------------------
Dianne C. Walker

/s/ William E. Porter                                          Director                                  April 30, 1996
- ---------------------------
William E. Porter

/s/ Michael C. Henderson                                       Director                                  April 30, 1996
- ---------------------------
Michael C. Henderson

/s/ William G. Mustain                           Chairman, President, Chief Executive                    April 30, 1996
- ---------------------------                               Officer, and Director
William G. Mustain                                      

/s/ Wayne R. Wilver                             Senior Vice President, Chief Financial                   April 30, 1996
- ---------------------------                         Officer and Principal Accounting
Wayne R. Wilver                                                  Officer
</TABLE>



                                        3
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 7322}]
{"company-data": {"conformed-name": "COMDIAL CORP", "cik": "0000230131", "assigned-sic": "3661", "irs-number": "942443673", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03379", "film-number": "96558496"}, "business-address": {"street1": "1180 SEMINOLE TRAIL", "street2": "P O BOX 7266", "city": "CHARLOTTESVILLE", "state": "VA", "zip": "22906-2200", "phone": "8049782200"}, "mail-address": {"street1": "1180 SEMMINOLE TRAIL", "street2": "P O BOX 7266", "city": "CHARLOTTESVILLE", "state": "VA", "zip": "22906"}}
As filed with the Securities and Exchange Commission on May 9, 1996.

                                                        Registration No. _______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                               Comdial Corporation
             (Exact name of Registrant as specified in its charter)

           Delaware                                        94-2443673
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                               1180 Seminole Trail
                         Charlottesville, Virginia 22901
                                 (804) 978-2200
                   (Address, including zip code and telephone
                         number, including area code of
                    Registrant's principal executive offices)

                            1992 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                 WAYNE R. WILVER
                                    Secretary
                               1180 Seminole Trail
                         Charlottesville, Virginia 22901
                                 (804) 978-2200
                (Name, address, including zip code and telephone
                number, including area code of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of Each                                              Proposed Maximum           Proposed Maximum
     Class of Securities                  Amount to be            Offering Price per         Aggregate Offering         Amount of
      to be Registered                    Registered                  Share (1)                   Price             Registration Fee
     -------------------                  ------------            ------------------         ------------------     ----------------
Common Stock, $0.01 par value            750,000 shares                $11.125                  $8,343,750.00           $2,877.16
(1)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant  to Rule 457 of the  Securities  Act of 1933 and  based on the
         average  high and low prices of the common  stock as reported on May 6,
         1996 on the Nasdaq National Market.

         The  purpose of this  Registration  Statement  is to  register  750,000
additional  shares of common  stock,  $0.01 par value,  of  Comdial  Corporation
issuable  pursuant  to the  1992  Stock  Incentive  Plan.  Pursuant  to  General
Instruction E of Form S-8, the Registrant  hereby  incorporates by reference the
contents of its Form S-8 registration  statement No. 33-53562 (filed October 21,
1992).

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits

        Exhibit Number          Description                                 Page
        --------------          -----------                                 ----
              5                 Opinion of McGuire, Woods, Battle &          5
                                Boothe, L.L.P.
             23.1               Consent of McGuire, Woods, Battle &          5
                                Boothe, L.L.P. (included in Exhibit 5).
             23.2               Consent of Deloitte & Touche, L.L.P.         6
              24                Power of Attorney                            4

                                        1
SIGNATURES

         Pursuant  to  the  requirement  of the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable ground to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the County of Albemarle,  Commonwealth of Virginia, on this 30th
day of April, 1996.

                                        COMDIAL CORPORATION

                                        By: /s/ William G. Mustain
                                            ----------------------------
                                                 William G. Mustain
                                                 Chairman, President and
                                                 Chief Executive Officer

                                        2
POWER OF ATTORNEY

         Each person whose signature  appears below hereby  appoints  William G.
Mustain or Wayne R. Wilver his or her true and lawful  attorney-in-fact  to sign
on his or her behalf,  as an  individual an in the capacity  stated  below,  any
amendment or post-effective  amendment to this registration statement which said
attorney-in-fact may deem appropriate or necessary.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                              Title                                         Date
         ---------                                              -----                                         ----
/s/ A.M. Gleason                                               Director                                  April 30, 1996
- ---------------------------
A. M. Gleason

/s/ John W. Rosenblum                                          Director                                  April 30, 1996
- ---------------------------
John W. Rosenblum

/s/ Dianne C. Walker                                           Director                                  April 30, 1996
- ---------------------------
Dianne C. Walker

/s/ William E. Porter                                          Director                                  April 30, 1996
- ---------------------------
William E. Porter

/s/ Michael C. Henderson                                       Director                                  April 30, 1996
- ---------------------------
Michael C. Henderson

/s/ William G. Mustain                           Chairman, President, Chief Executive                    April 30, 1996
- ---------------------------                               Officer, and Director
William G. Mustain                                      

/s/ Wayne R. Wilver                             Senior Vice President, Chief Financial                   April 30, 1996
- ---------------------------                         Officer and Principal Accounting
Wayne R. Wilver                                                  Officer
3