<PAGE>

   As filed with the Securities and Exchange Commission on November 16, 2000.

                                           Registration No. 333-
                                                                 ----------


                       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)



                         COMDIAL CORPORATION 401(K) PLAN

                            (Full Title of the Plan)


                                  PAUL K. SUIJK
                Senior Vice-President and Chief Financial Officer
                               1180 Seminole Trail
                         Charlottesville, Virginia 22901
                                 (804) 978-2200
                (Name, address, including zip code and telephone
                number, including area code of agent for service)
<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                    Proposed maximum       Proposed maximum
        Title of                 Amount              offering price       aggregate offering          Amount of
     Securities to                to be              per share (2)               price              registration
     be registered           registered (1)                                                              fee
<S>  <C>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, $0.01 par      900,000 shares              $2.22                $1,998,000               $527.47
         value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>

(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests  to be offered or sold  pursuant to the  Comdial  Corporation
         401(k) Plan.

(2)      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 November
         15, 2000 on the Nasdaq National Market.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed.

Item 2.  Registration Information and Employee Plan Annual Information.

         Not required to be filed.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         The Company hereby  incorporates  by reference  into this  Registration
Statement the documents  listed below which have been filed with the  Securities
and Exchange Commission:

        (a)   The Company's Annual Report on Form 10-K for the fiscal year ended
              December 31, 1999.

        (b)   All  other reports filed pursuant to Section 13(a) or 15(d) of the
              Securities  Exchange Act  of 1934 since the end of the fiscal year
              covered by the  Annual Report referred to in (a) above,  including
              the  Company's  Quarterly   Report  on Form  10-Q  for the  fiscal
              quarter ended April 2,  2000 and the Company's Quarterly Report on
              Form 10-Q for the fiscal  quarter ended July 2, 2000.
<PAGE>

        (c)   The  description  of the Company's  Common Stock under the heading
              "Market for the  Company's  Common  Stock and Related  Stockholder
              Maters" included in the Company's  Registration  Statement on Form
              10 dated December 31, 1983.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective  amendment that indicates that all securities offered
hereby have been sold or that  deregisters  all such  securities  then remaining
unsold,  shall be deemed to be incorporated by reference into this  Registration
Statement and to be part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The  Company's  Bylaws  and the  General  Corporation  Law of  Delaware
authorize  indemnification of directors,  officers,  employees and agents of the
Company an of persons  serving in similar  capacities  for other entities at the
Company's request (so long as such person (i) acted in good faith an in a manner
he  reasonably  believed  to be in or not  opposed to the best  interest  of the
Company  and,  with  respect  to  any  criminal  action  or  proceeding,  had no
reasonable cause to believe his conduct was unlawful, and (ii) in the event of a
suit by or in the right of the Company,  was not adjudges  liable for negligence
or misconduct in the  performance of his duty to the Company,  unless there is a
court  determination  that  indemnification is fair and reasonable under all the
circumstances); allow advances of the costs of defending against litigation; and
permit the purchase of insurance on behalf of directors, officers, employees and
agents against liabilities whether or not in the circumstances the Company would
have the power to indemnify against such liabilities under the provisions of the
Bylaws or the statute.

         Pursuant to Section 102 of the General Corporation Law of Delaware, the
Company's Certificate of Incorporation  provides that no director of the Company
shall  be  personally  liable  to the  Company  or any of its  stockholders  for
monetary damages for breach of fiduciary duty as a director involving any act or
omission of any such  director  occurring  on or after May 14,  1987;  provided,
however,  that such  provision  does not  eliminate or limit the  liability of a
director (i) for any breach of the director's  duty of loyalty to the Company or
its stockholders; (ii) for acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law; (iii) under Section 174 of
the  General   Corporation  Law  of  Delaware  for  unlawful   distributions  to
stockholders;  or (iv) for any  transaction  from which the director  derived an
improper personal benefit.
<PAGE>

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     Exhibit Number               Sequentially Numbered Description

          4.1       Registrant's Articles of Incorporation, filed with the
                    Securities and Exchange Commission (the "Commission") as
                    exhibit (a)(3) to Item 6 of the Registrant's Quarterly
                    Report on Form 10-Q dated August 9, 1988 (File NO.
                    0-9023), are incorporated herein by reference.

          4.2       Registrant's By-laws, filed with the Commission as exhibit
                    (a)(3) to Item 6 of the Registrant's Quarterly Report on
                    Form 10-Q dated August 9, 1988 (File No. 0-9023), are
                    incorporated herein by reference.

           23       Consent of Deloitte & Touche, LLP

           24       Power of Attorney

          99.1      Comdial Corporation 401(k) Plan

          99.2      First Amendment to Comdial Corporation 401(k) Plan

          99.3      Second Amendment to Comdial Corporation 401(k) Plan

          99.4      Third Amendment to Comdial Corporation 401(k) Plan

         An opinion of counsel is not  required  because  the  securities  being
registered  under  the  Registration  Statement  will not be  original  issuance
securities.

         In lieu of the opinion of counsel or determination  letter contemplated
by  Item  601(b)(5)  of  Regulation  S-K,  the  undersigned   Registrant  hereby
undertakes  that it will  submit  or has  submitted  the Plan and any  amendment
thereto to the Internal  Revenue Service ("IRS") in a timely manner and has made
or will make all changes  required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.

Item 9.  Undertakings.

(a)      The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration
              statement:
<PAGE>

              (i)     To include any prospectus required by section 10(a)(3)
                      of the Securities Act of 1933;

              (ii)    To reflect in the prospectus  any facts or events arising
                      after the effective  date of the  registration  statement
                      (or  the  most recent post-effective   amendment  thereof)
                      which,  individually  or in  the  aggregate, represent a
                      fundamental change in the information  set  forth in the
                      registration statement;

              (iii)   To include any material information with respect to the
                      plan  of  distribution  not previously  disclosed  in  the
                      registration statement  or any  material  change  to such
                      information in the registration statement;

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed by the  registrant
pursuant to section 13 or section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability under the
              Securities Act of 1933, each such post-effective  amendment shall
              be deemed to be a new registration  statement  relating  to the
              securities offered therein,  and the offering of such securities
              at that time shall be deemed to be the initial  bona fide offering
              thereof.

         (3)  To remove from registration by means of a post-effective amendment
              any of the securities being registered which remain unsold at the
              termination of this offer.

      (b)     That, for purposes of determining  any liability under the
              Securities  Act of 1933,  each filing of the  registrant's
              annual  report  pursuant to Section  13(a) or 15(d) of the
              Securities  Exchange Act of 1934 (and,  where  applicable,
              each filing of an employee  benefit  plan's  annual report
              pursuant to Section 13(d) of the  Securities  Exchange Act
              of  1934)  that  is   incorporated  by  reference  in  the
              registration  statement  shall  be  deemed  to  be  a  new
              registration  statement relating to the securities offered
              therein,  and the offering of such securities at that time
              shall be  deemed  to be the  initial  bona  fide  offering
              thereof.

      (c)     Insofar as indemnification  for liabilities  arising under
              the  Securities Act of 1933 may be permitted to directors,
              officers  and   controlling   persons  of  the  registrant
              pursuant to the foregoing  provisions,  or otherwise,  the
              registrant  has been  advised  that in the  opinion of the
              Securities and Exchange Commission such indemnification is
              against  public policy as expressed in the  Securities Act
              of 1933 and is,  therefore,  unenforceable.  In the  event
              that a claim for indemnification  against such liabilities
              (other  that the  payment by the  registrant  of  expenses
              incurred  or paid by a  director,  officer or  controlling
              person of the registrant in the successful  defense of any
<PAGE>

              action,  suit or proceeding) is asserted by such director,
              officer  or  controlling  person  in  connection  with the
              securities being  registered,  the registrant will, unless
              in the opinion of its counsel the matter has been  settled
              by controlling precedent, submit to a court of appropriate
              jurisdiction the question whether such  indemnification by
              it is against public policy as expressed in the Securities
              Act of 1933 and will be governed by the final adjudication
              of such issue.


                                   SIGNATURES

         The  Registrant.  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 Albermarle,  Commonwealth of Virginia,  on this
16th day of November, 2000.

                                          COMDIAL CORPORATION


                                          By:      /s/ Nickolas A. Branica
                                              -------------------------------
                                                   Nickolas A. Branica
                                                   President and Chief
                                                   Executive Officer


         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/ John W. Rosenblum*          Director                     November 16, 2000
---------------------------
John W. Rosenblum


/s/ Robert P. Collins*          Director                     November 16, 2000
---------------------------
Robert P. Collins


/s/ Barbara J. Dreyer*          Director                     November 16, 2000
---------------------------
Barbara J. Dreyer


/s/ Robert E. Spekman*          Director                     November 16, 2000
---------------------------
Robert E. Spekman
<PAGE>

/s/ Nickolas A. Branica        Chief Executive Officer,      November 16, 2000
---------------------------    President, and Director
Nickolas A. Branica


/s/ Paul K. Suijk              Senior Vice-President and     November 16, 2000
---------------------------    Chief Financial Officer
Paul K. Suijk



*By: /s/ Nickolas A. Branica
     -------------------------------
         Nickolas A. Branica
         Attorney-in-Fact


         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the Plan Administrator has duly caused this Registration  Statement to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized in the County of
Albermarle, Commonwealth of Virginia, on this 16th day of November, 2000.



                                    COMDIAL CORPORATION
                                    401(K) PLAN

                                    Comdial Corporation - Plan Administrator


                                    By:      /s/ Joe D. Ford
                                        ------------------------------------
                                             Joe D. Ford
                                             Vice-President - Human Resources
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 16733}]
{"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": "333-50124", "film-number": "771795"}, "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 November 16, 2000.

                                           Registration No. 333-
                                                                 ----------

                       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)

                         COMDIAL CORPORATION 401(K) PLAN

                            (Full Title of the Plan)

                                  PAUL K. SUIJK
                Senior Vice-President and Chief Financial Officer
                               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
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                    Proposed maximum       Proposed maximum
        Title of                 Amount              offering price       aggregate offering          Amount of
     Securities to                to be              per share (2)               price              registration
     be registered           registered (1)                                                              fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, $0.01 par      900,000 shares              $2.22                $1,998,000               $527.47
         value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests  to be offered or sold  pursuant to the  Comdial  Corporation
         401(k) Plan.

(2)      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 November
         15, 2000 on the Nasdaq National Market.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed.

Item 2.  Registration Information and Employee Plan Annual Information.

         Not required to be filed.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         The Company hereby  incorporates  by reference  into this  Registration
Statement the documents  listed below which have been filed with the  Securities
and Exchange Commission:

        (a)   The Company's Annual Report on Form 10-K for the fiscal year ended
              December 31, 1999.

        (b)   All  other reports filed pursuant to Section 13(a) or 15(d) of the
              Securities  Exchange Act  of 1934 since the end of the fiscal year
              covered by the  Annual Report referred to in (a) above,  including
              the  Company's  Quarterly   Report  on Form  10-Q  for the  fiscal
              quarter ended April 2,  2000 and the Company's Quarterly Report on
              Form 10-Q for the fiscal  quarter ended July 2, 2000.
(c)   The  description  of the Company's  Common Stock under the heading
              "Market for the  Company's  Common  Stock and Related  Stockholder
              Maters" included in the Company's  Registration  Statement on Form
              10 dated December 31, 1983.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective  amendment that indicates that all securities offered
hereby have been sold or that  deregisters  all such  securities  then remaining
unsold,  shall be deemed to be incorporated by reference into this  Registration
Statement and to be part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The  Company's  Bylaws  and the  General  Corporation  Law of  Delaware
authorize  indemnification of directors,  officers,  employees and agents of the
Company an of persons  serving in similar  capacities  for other entities at the
Company's request (so long as such person (i) acted in good faith an in a manner
he  reasonably  believed  to be in or not  opposed to the best  interest  of the
Company  and,  with  respect  to  any  criminal  action  or  proceeding,  had no
reasonable cause to believe his conduct was unlawful, and (ii) in the event of a
suit by or in the right of the Company,  was not adjudges  liable for negligence
or misconduct in the  performance of his duty to the Company,  unless there is a
court  determination  that  indemnification is fair and reasonable under all the
circumstances); allow advances of the costs of defending against litigation; and
permit the purchase of insurance on behalf of directors, officers, employees and
agents against liabilities whether or not in the circumstances the Company would
have the power to indemnify against such liabilities under the provisions of the
Bylaws or the statute.

         Pursuant to Section 102 of the General Corporation Law of Delaware, the
Company's Certificate of Incorporation  provides that no director of the Company
shall  be  personally  liable  to the  Company  or any of its  stockholders  for
monetary damages for breach of fiduciary duty as a director involving any act or
omission of any such  director  occurring  on or after May 14,  1987;  provided,
however,  that such  provision  does not  eliminate or limit the  liability of a
director (i) for any breach of the director's  duty of loyalty to the Company or
its stockholders; (ii) for acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law; (iii) under Section 174 of
the  General   Corporation  Law  of  Delaware  for  unlawful   distributions  to
stockholders;  or (iv) for any  transaction  from which the director  derived an
improper personal benefit.
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     Exhibit Number               Sequentially Numbered Description

          4.1       Registrant's Articles of Incorporation, filed with the
                    Securities and Exchange Commission (the "Commission") as
                    exhibit (a)(3) to Item 6 of the Registrant's Quarterly
                    Report on Form 10-Q dated August 9, 1988 (File NO.
                    0-9023), are incorporated herein by reference.

          4.2       Registrant's By-laws, filed with the Commission as exhibit
                    (a)(3) to Item 6 of the Registrant's Quarterly Report on
                    Form 10-Q dated August 9, 1988 (File No. 0-9023), are
                    incorporated herein by reference.

           23       Consent of Deloitte & Touche, LLP

           24       Power of Attorney

          99.1      Comdial Corporation 401(k) Plan

          99.2      First Amendment to Comdial Corporation 401(k) Plan

          99.3      Second Amendment to Comdial Corporation 401(k) Plan

          99.4      Third Amendment to Comdial Corporation 401(k) Plan

         An opinion of counsel is not  required  because  the  securities  being
registered  under  the  Registration  Statement  will not be  original  issuance
securities.

         In lieu of the opinion of counsel or determination  letter contemplated
by  Item  601(b)(5)  of  Regulation  S-K,  the  undersigned   Registrant  hereby
undertakes  that it will  submit  or has  submitted  the Plan and any  amendment
thereto to the Internal  Revenue Service ("IRS") in a timely manner and has made
or will make all changes  required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.

Item 9.  Undertakings.

(a)      The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration
              statement:
(i)     To include any prospectus required by section 10(a)(3)
                      of the Securities Act of 1933;

              (ii)    To reflect in the prospectus  any facts or events arising
                      after the effective  date of the  registration  statement
                      (or  the  most recent post-effective   amendment  thereof)
                      which,  individually  or in  the  aggregate, represent a
                      fundamental change in the information  set  forth in the
                      registration statement;

              (iii)   To include any material information with respect to the
                      plan  of  distribution  not previously  disclosed  in  the
                      registration statement  or any  material  change  to such
                      information in the registration statement;

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed by the  registrant
pursuant to section 13 or section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability under the
              Securities Act of 1933, each such post-effective  amendment shall
              be deemed to be a new registration  statement  relating  to the
              securities offered therein,  and the offering of such securities
              at that time shall be deemed to be the initial  bona fide offering
              thereof.

         (3)  To remove from registration by means of a post-effective amendment
              any of the securities being registered which remain unsold at the
              termination of this offer.

      (b)     That, for purposes of determining  any liability under the
              Securities  Act of 1933,  each filing of the  registrant's
              annual  report  pursuant to Section  13(a) or 15(d) of the
              Securities  Exchange Act of 1934 (and,  where  applicable,
              each filing of an employee  benefit  plan's  annual report
              pursuant to Section 13(d) of the  Securities  Exchange Act
              of  1934)  that  is   incorporated  by  reference  in  the
              registration  statement  shall  be  deemed  to  be  a  new
              registration  statement relating to the securities offered
              therein,  and the offering of such securities at that time
              shall be  deemed  to be the  initial  bona  fide  offering
              thereof.

      (c)     Insofar as indemnification  for liabilities  arising under
              the  Securities Act of 1933 may be permitted to directors,
              officers  and   controlling   persons  of  the  registrant
              pursuant to the foregoing  provisions,  or otherwise,  the
              registrant  has been  advised  that in the  opinion of the
              Securities and Exchange Commission such indemnification is
              against  public policy as expressed in the  Securities Act
              of 1933 and is,  therefore,  unenforceable.  In the  event
              that a claim for indemnification  against such liabilities
              (other  that the  payment by the  registrant  of  expenses
              incurred  or paid by a  director,  officer or  controlling
              person of the registrant in the successful  defense of any
action,  suit or proceeding) is asserted by such director,
              officer  or  controlling  person  in  connection  with the
              securities being  registered,  the registrant will, unless
              in the opinion of its counsel the matter has been  settled
              by controlling precedent, submit to a court of appropriate
              jurisdiction the question whether such  indemnification by
              it is against public policy as expressed in the Securities
              Act of 1933 and will be governed by the final adjudication
              of such issue.

                                   SIGNATURES

         The  Registrant.  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 Albermarle,  Commonwealth of Virginia,  on this
16th day of November, 2000.

                                          COMDIAL CORPORATION

                                          By:      /s/ Nickolas A. Branica
                                              -------------------------------
                                                   Nickolas A. Branica
                                                   President and Chief
                                                   Executive Officer

         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/ John W. Rosenblum*          Director                     November 16, 2000
---------------------------
John W. Rosenblum

/s/ Robert P. Collins*          Director                     November 16, 2000
---------------------------
Robert P. Collins

/s/ Barbara J. Dreyer*          Director                     November 16, 2000
---------------------------
Barbara J. Dreyer

/s/ Robert E. Spekman*          Director                     November 16, 2000
---------------------------
Robert E. Spekman
/s/ Nickolas A. Branica        Chief Executive Officer,      November 16, 2000
---------------------------    President, and Director
Nickolas A. Branica

/s/ Paul K. Suijk              Senior Vice-President and     November 16, 2000
---------------------------    Chief Financial Officer
Paul K. Suijk

*By: /s/ Nickolas A. Branica
     -------------------------------
         Nickolas A. Branica
         Attorney-in-Fact

         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the Plan Administrator has duly caused this Registration  Statement to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized in the County of
Albermarle, Commonwealth of Virginia, on this 16th day of November, 2000.

                                    COMDIAL CORPORATION
                                    401(K) PLAN

                                    Comdial Corporation - Plan Administrator

                                    By:      /s/ Joe D. Ford
                                        ------------------------------------
                                             Joe D. Ford
                                             Vice-President - Human Resources