EXHIBIT 10.25
                                SECOND AMENDMENT
                                     TO THE
                               COMDIAL CORPORATION
                                   401(k) PLAN

      SECOND  AMENDMENT  to the  Comdial  Corporation  401(k)  Plan,  by Comdial
Corporation (the "Employer").
      The Employer maintains the Comdial 401(k) Plan, originally effective as of
January 1,  1989,  amended  and  restated  effective  as of January 1, 1997 (the
"Plan").
      The Employer has the power to amend the Plan and now wishes to do so.
      NOW, THEREFORE, the Plan is amended as follows:

I. Effective December 1, 1998, the second paragraph of the Background Section of
the Plan is amended by deleting  the last  sentence  and  replacing  it with the
following:

            Effective  December 1, 1998,  T. Rowe Price Trust Company has agreed
            to serve as Trustee of the Plan.

II. Effective  December 1, 1998,  Section 1.2 is amended in its entirety to read
as follows:

            Adjustment Date: Each December 31 and such other dates as
            determined by the Plan Administrator.

III. Effective January 1, 1997,  Section  1.17(a)(ii) is amended in its entirety
to read as follows:

            (ii) Received Section 415 Compensation from the Employer and Related
            Companies in excess of $80,000  during the preceding  Plan Year and,
            to  the  extent  elected  by the  Employer  pursuant  to  applicable
            treasury regulations,  was in the top 20% of Employees,  when ranked
            on the basis of Section 415  Compensation  paid during the preceding
            Plan Year.

IV.  Effective  January 1, 1997,  Section  1.17(b) is amended in its entirety to
read as follows:

<PAGE>

            (b) For purposes of  determining  the number of Employees in the top
            20% of Employees  described in  subsection  (a)(ii),  the  following
            Employees shall be excluded:


V. Effective  December 12, 1994,  Section  1.18(f) is amended in its entirety to
read as follows:

            (f)  Notwithstanding  any  provisions  of this Plan to the contrary,
            contributions, benefits and service credit with respect to qualified
            military  service will be provided in accordance  with the Uniformed
            Services  Employment and Reemployment  Rights Act of 1994 ("USERRA")
            and the special  rules  relating to  veterans'  reemployment  rights
            under USERRA pursuant to Code section 414(u).

VI. Effective  January 1, 1998,  Section 1.31 is amended in its entirety to read
as follows:


            1.31  Section  415   Compensation:   An   Employee's   total  annual
            compensation  received from an Employer and Related Companies during
            a Plan Year,  as defined in the  Treasury  Regulations  issued under
            Code section 415. "Section 415 Compensation"  includes an Employee's
            wages,  salaries,  fees for professional  services and other amounts
            received for personal  services  actually  rendered in the course of
            employment with an Employer and Related  Companies  (including,  but
            not limited  to,  commissions  paid to  salesmen,  compensation  for
            services  on the basis of  percentage  of  profits,  commissions  on
            insurance  premiums,  tips and bonuses).  "Section 415 Compensation"
            shall  include any  elective  deferral  (as defined in Code  section
            402(g)(3)) and any amount contributed or deferred at the election of
            the  Employee  that is not  includible  in the  gross  income of the
            Employee by reason of Code section 125.  "Section 415  Compensation"
            does not include:


                  (i)  Contributions  made by an Employer  or a Related  Company
             (other than Salary Reduction  Contributions)  to a plan of deferred
             compensation  to  the  extent  that  the   contributions   are  not
             includible in the  Employee's  gross income for the taxable year in
             which they are contributed.


                  (ii) Amounts  received  from the  exercise of a  non-qualified
             stock option or from restricted property.

<PAGE>

                  (iii)  Amounts  realized  from  the  sale,  exchange  or other
             disposition of stock acquired under a statutory stock option.


                  (iv) Other amounts that receive special tax benefits,  such as
             premiums for group term life insurance (but only to the extent that
             the  premiums  are  not  includible  in  the  gross  income  of the
             Employee).

VII.  Section 3.2 is amended by deleting the last two  sentences  and  replacing
them with the following:

            A  Participant  may  elect  to  defer  from  1%  to  17%  (in  whole
            percentages) of his "Salary  Reduction  Compensation"  during a Plan
            Year for  purposes of making  Salary  Reduction  Contributions.  For
            purposes of this Section 3.2, "Salary Reduction  Compensation" shall
            mean  Compensation,  as defined in Section 1.8, reduced by any bonus
            paid to the Participant  under the Comdial Cost Reduction Program or
            any replacement for such program.

VIII.  Effective  January 1, 1995,  Section 4.4(a) is amended in its entirety to
read as follows:

            (a) Notwithstanding any other provisions of the plan,  contributions
            and  other  additions  with  respect  to a  Participant  exceed  the
            limitation  of Code section  415(c) if, when  expressed as an Annual
            Addition  (within  the  meaning of Code  section  415(c)(2))  to the
            Participant's  Account,  such Annual  Addition  is greater  than the
            lesser  of:  (i)  $30,000;  or  (ii)  25% of the  Participant's  415
            Compensation.


IX. Effective January 1, 1997, Section 4.8(g) is amended in its entirety to read
as follows:

            (g)  The   leveling   method  of  reducing  an   Employee's   Excess
            Contributions and an Employee's  Aggregate  Contributions  means the
            method of reducing  the Excess  Contributions  and Excess  Aggregate
            Contributions of Highly  Compensated  Employees as described in Code
            section  401(k)(8)(C)  and  401(m)(6)(C),   respectively,   and  the
            Treasury Regulations and guidance promulgated thereunder.

X. Section 5.1(a) is amended in its entirety to read as follows:

            (a) Effective  January 1, 1999,  subject to subsections  (b) and (c)
            below,  for Participants who have at least one Hour of Service on or
            after  January 1, 1999, a  Participant  shall  become  vested in his
            Employer Contributions Account according to the following schedule:


<PAGE>



                  Years of Service              Vested Percentage

                  Less than 1 Year                       0%
                      1 Year                            20%
                      2 Years                           40%
                      3 Years                           60%
                      4 Years                           80%
                  5 Years or more                      100%

            Participants  who do not  perform  an Hour of  Service  on or  after
            January  1,  1999  shall  become  vested  according  to the  vesting
            schedule in effect on December 31, 1998.

XI. Effective January 1, 1997, Section 6.6(c) is amended in its entirety to read
as follows:

            (c) Notwithstanding  any provision in the Plan to the contrary,  the
            vested  Account of a 5% Owner must  begin to be  distributed  by the
            April 1 following the calendar year in which the Participant attains
            age 70 1/2. In all other cases, a  Participant's  Account must begin
            to be  distributed  by no later than the April 1 following the later
            of the calendar year in which the Participant  (i) retires,  or (ii)
            attains age 70 1/2. A Participant who has attained age 70 1/2 before
            January 1, 1997 shall  continue  to  receive  minimum  distributions
            under the  provisions of Code section  401(a)(9) as in effect before
            January 1, 1997 unless the Participant  elects to defer distribution
            of his Account  until no later than April 1 following  the  calendar
            year in  which  the  Participant  retires.  The  provisions  of this
            Section 6.6 shall be  administered  in  accordance  with  applicable
            Treasury  Regulations and Internal Revenue Service rulings and other
            releases.  Distributions  under  this  section  shall be made  under
            uniform  procedures  established by the  Administrator.  These rules
            apply  notwithstanding  any  other  provision  in  the  Plan  to the
            contrary.

XII. Section 6.8(f) is deleted in its entirety.

XIII. Section 6.9(a) is amended in its entirety to read as follows:

            (a) A Participant  may make a withdrawal  from the vested portion of
            his   Employer   Contribution   Account  and  Prior  Plan   Employee
            Contribution Account as of any Adjustment Date.  Notwithstanding the
            preceding  sentence,  unless a Participant is making a withdrawal on
            account of a financial  hardship as described in Section 6.8(b),  no
            withdrawal  may be made  from  contributions  that  were made to his
            Employer Contribution Account: (i) during the Plan Year in which the
            withdrawal  request was made,  or (ii) during the preceding two Plan
            Years.

<PAGE>

XIV. Section 6.9(b) is amended in its entirety to read as follows:

            (b) In  addition to  withdrawals  under  Section  6.8 and 6.9(a),  a
            Participant  who has  attained  age 59 1/2 may make an  election  to
            withdraw  any  portion of his vested  Account  balance in all of his
            Accounts. The election must be made in writing, on the form provided
            by the Plan  Administrator and delivered to the Plan  Administrator.
            The  distribution   shall  be  made  as  soon  as   administratively
            practicable after receipt of the withdrawal request.

XV.  Section  6.13(b)(i)  is amended by adding the following new sentence at the
end thereof:

            Effective January 1, 1999, hardship withdrawals under Section 6.8(b)
            are not an eligible rollover distribution.


XVI. Section 6.13(c) is amended in its entirety to read as follows:

            Rollovers will be made under uniform  procedures  established by the
            Plan Administrator.

XVII. Section 14.1(a) is amended in its entirety to read as follows:

            (a)  The  Trustee  may  receive,   with  the  consent  of  the  Plan
            Administrator,  the  transfer  of  assets  previously  held  under a
            qualified  plan for the benefit of a person who is a Participant  in
            this Plan. The assets may be received directly from the trustee of a
            qualified  plan, or they may be received as a rollover  contribution
            from a qualified plan or from an individual  retirement account. Any
            plan from which assets are received must be a plan  qualified  under
            Code  Section  401 at the  time of the  transfer,  and any  rollover
            individual  retirement  account  must  be an  individual  retirement
            account  within the  meaning of Code  Section 408 at the time of the
            rollover.

XVIII. Unless otherwise  provided,  this Amendment shall be effective January 1,
1999.

XIX.  In all respects not amended, the Plan is hereby ratified and confirmed


                                  * * * * * *



<PAGE>



      To record the adoption of the Amendment set forth above,  the Employer has
caused this document to be signed on this 29th day of November, 1998.

                                    COMDIAL CORPORATION



                                    By:  \s\ Christian L. Becken
                                         -----------------------
                                         Christian L. Becken