Exhibit 99.1

Comdial Corporation
106 Cattlemen Road
Sarasota, FL 34232
Telephone (800) 419-3800
Facsimile (941) 554-5012

Contact: Ken Clinebell, CFO
(941) 554-5000, ext. 1513

FOR IMMEDIATE RELEASE

            Comdial Corporation Appeals Delisting Notification from NASDAQ

      SARASOTA, FL. - September 28, 2004 - Comdial Corporation (OTC Bulletin
Board: CMDZE.OB), a leading provider of IP telephony and unified communications
solutions, announced today that it will appeal NASDAQ's determination to delist
the Company's common stock from the OTC Bulletin Board ("OTCBB") by requesting a
hearing before the NASDAQ Listing Qualification Panel.

      The delisting proceedings will be stayed and the Company's common stock
will continue to be listed on the OTCBB pending resolution of this appeal. There
can be no assurance that the Panel will grant the Company's request for
continued listing on the OTCBB. If Comdial's appeal is unsuccessful, the
Company's common stock will be quoted on the National Quotation Bureau's "pink
sheets."

      Comdial received notification from NASDAQ that the Company's common stock
will be delisted from the OTCBB because the Company has not yet filed its 10-Q
for the quarter ended June 30, 2004. As previously announced, on August 26, 2004
the Company filed a request with the Securities and Exchange Commission for an
extension to file its Form 10-Q for the quarter ended June 30, 2004. The delay
in filing is due to a continuing analysis of the accounting and financial
reporting for various items. The Company continues to work with Comdial's
external auditors to resolve such accounting treatment and will file its
financial statements as soon as practicable. The accounting issues are non-cash
in nature, and therefore do not affect the Company's cash balance or cash flows
from operations, but may affect its net income (loss).



About COMDIAL

Comdial is a converged voice and data communications solutions provider with
over 25 years of long-standing success as a leading brand. Focused on superior
customer service and reliable communications solutions, Comdial is dedicated to
producing best-in-class small to mid-sized enterprise communications products.
Through innovative technology and flexibility, Comdial provides comprehensive
Internet Protocol (IP) communications solutions tailored to meet each customer's
evolving business needs. For more information about Comdial and its
communications solutions, please visit the Comdial web site at www.comdial.com.

Forward-Looking Statements

This press release contains statements that may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Investors and prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors, including Comdial Corporation's ability to obtain additional funding
for its business should such funding become necessary, its ability to maintain
market share and to grow in a very competitive market, its ability to develop
technologically advanced products to keep pace with many competitors that are
much larger and have significantly more resources than Comdial, market
acceptance of new products it develops, lower than anticipated demand brought
about by continued weakness in telecommunications spending, risk of dilution of
the Company's stock from private placement investments including the financing
that was completed in March 2004 and from the private placement that was
completed in 2002 as well as any other private investments or public offerings
that may occur from time to time, dependence on a relatively small number of
large customers, ability to maintain necessary engineering, sales, marketing and
other key staff members, the risks associated with the outsourcing of its
manufacturing requirements, including international risk factors, its ability to
achieve its operational goals and to generate positive cash flow, any
unfavorable outcome of pending disputes or litigation, including, but not
limited to intellectual property infringement claims that arise from time to
time and the various other factors set forth from time to time in Comdial's
filings with the SEC, including, but not limited to, Comdial's Form 10-K for the
year ended December 31, 2003. Comdial Corporation undertakes no obligation to
publicly update or revise the forward-looking statements made in this release to
reflect events or circumstances after the date of this press release or to
reflect the occurrence of unanticipated events.