COMDIAL CORPORATION
                                                                 Exhibit 10.10
                  EXECUTIVE STOCK OWNERSHIP PLAN

     The Comdial Corporation Executive Stock Ownership Plan (the
"Plan") is hereby established by Comdial Corporation, a Delaware
corporation (the "Company").  The purpose of the Plan is to
establish minimum amounts of Company stock which should be owned by
covered executives. 

1.   Definitions.  For purposes of this Plan:

          (a)  "Committee" shall mean the Compensation Committee of
     the Board of Directors of the Company.

          (b)  "Executive" shall mean only the individuals employed
     by the Company as Chief Executive Officer, President, Senior
     Vice President, Chief Financial Officer, and Vice President.

          (c)  "Own" or "Ownership" shall mean direct ownership of
     Stock by an Executive, vested shares in an account of the
     Executive under any Company employee benefit plan, ownership
     by members of an Executive's immediate family who share the
     Executive's household, and ownership by a trust whose sole
     beneficiaries are the Executive and/or members of the
     Executive's immediate family.   The Executive's immediate
     family shall mean any child, stepchild, or spouse of the
     Executive.

          (d)  "Salary" shall mean the Executive's annual base
     salary rate on January 1 of any year. 

          (e)  "Stock" shall mean common stock of Comdial
     Corporation.

          (f)  "Value" shall mean the closing price of the Stock as
     reported by NASDAQ on the relevant date.
     
2.   Stock Ownership Requirement.

     Subject to the further provisions of this Plan, each Executive
shall be required to Own the amount of Stock determined below (the
"Guideline Amount"): 

          (a)  if the Executive is President or Chief Executive
     Officer, Stock with a Value equal to 3.0 times Salary.

          (b)  if the Executive is Senior Vice President, Chief
     Financial Officer or Vice President of Engineering, Stock with
     a Value equal to 1.5 times Salary. 

          (c)   if the Executive is any Vice President other than
     the Vice President of Engineering, Stock with a Value equal to
     .75 times Salary.

     The determination of the Guideline Amount shall be based on
the Value of the Stock for the first trading day of the year and on
the Executive's Salary for that year.  By January 15 of each year,
the Executive shall provide evidence to the Company of the amount
of the Executive's Stock Ownership as of January 1 of that year
which may be satisfied by furnishing copies of all SEC Forms 4 or
an SEC Form 5 for the prior year.
 
3.   Stock Acquisition Requirement.

          (a)  If an Executive's Stock Ownership as of January 1 of
     any year is less than the Guideline Amount, the Executive
     shall be required to acquire Stock during that calendar year
     with a Value (at the time of acquisition) equal to the lesser
     of: 

               (i)  a dollar amount determined as follows:

                    (A)  if the Executive is President or Chief
               Executive Officer, 15 percent of Salary,

                    (B)  if the Executive is Senior Vice
               President, Chief Financial Officer or Vice
               President of Engineering, 10 percent of Salary, and 

                    (C)  if the Executive is any Vice President
               other than the Vice President of Engineering, 5
               percent of Salary; or

               (ii)  the excess of the Guideline Amount of shares
          over the Executive's Stock Ownership as of January 1,
          times the Value of the Stock on the first trading day of
          the year.

          (b)  The Executive may fulfill the stock acquisition
     requirement in any of the following manners:

               (i)  direct purchases of Stock;

               (ii)  acquisition of Stock in the Executive's
          account in a Company-sponsored employee benefit plan to
          the extent that the Stock in the account is vested;

               (iii)  exercise of stock options and retention of
          the Stock after the exercise.  For purposes of the stock
          acquisition requirement, the Value of Stock acquired
          through exercise of a stock option shall equal the Value
          (on the day of exercise of the option) of the Stock that
          is retained immediately after the exercise of the option;
          or

               (iv)  acquisition through any other means, including
          a Company-sponsored stock purchase program.  For purposes
          of the stock acquisition requirement, the Value of Stock
          acquired through any other means shall be the Value of
          the Stock on the day of acquisition. 

          (c)  If an Executive is subject to a stock acquisition
     requirement for a year, the Company shall notify the Executive
     of the dollar amount of the requirement by January 31.  By
     January 15 of the following year, the Executive shall provide
     records to the Company of all qualifying acquisitions of Stock
     during the year and the Value of the Stock at the time of such
     acquisitions.

4.   Failure to Meet Stock Acquisition Requirement.

          (a)  If an Executive is subject to a stock acquisition
     requirement under Section 3 and fails to acquire the required
     Value of Stock during a year, the Committee, in its
     discretion, may reduce the Executive's long-term incentive
     grants, including stock options, for the following year.  The
     Committee may determine that such an Executive shall not
     receive any long-term incentive grants for one or more years. 

          (b)  The Committee, at the recommendation of management,
     may grant partial or complete exceptions to the Guideline
     Amount or the stock acquisition requirement for an Executive. 
     This authority will be exercised only in circumstances where
     application of the Plan's requirements would impose an
     extreme, undue hardship on the Executive.

5.   Compliance with Securities Law and Company Policy.

     Any acquisition of Stock by an Executive for purposes of this
Plan shall comply with all applicable requirements of the
securities laws and relevant Company policies.

6.   Applicable Law.

     This Plan shall be construed and interpreted pursuant to the
laws of the Commonwealth of Virginia.

7.   No Employment Contract.

     Nothing contained in this Plan shall be construed to be an
employment contract between an Executive and the Company.

8.   Severability.

     In the event any provision of this Plan is held illegal or
invalid, the remaining provisions of this Plan shall not be
affected thereby.

9.   Effectiveness; Amendment and Termination.

     The Plan shall be effective as of January 1, 1996.  The
Committee shall have the right to amend the Plan from time to time
and may terminate the Plan at any time.

                                   COMDIAL CORPORATION


Date: August 31, 1995               

By  /s/ WAYNE R. WILVER
       Secretary

Attest:

    /s/ JOE. D. FORD