Exhibit 99.1

       COMDIAL CORPORATION ANNOUNCES ITS INTENTION TO REORGANIZE UNDER THE
   U.S. BANKRUPTCY CODE AND THAT AN INVESTOR GROUP LED BY MICHAEL FALK INTENDS
          TO ACQUIRE THE BUSINESS; ALSO ANNOUNCES A NEW CREDIT FACILITY

SARASOTA, Fla., May 26 /PRNewswire-FirstCall/ -- Comdial Corporation (OTC
Bulletin Board: CMDZE) ("Comdial") is a converged voice and data communications
solutions provider providing comprehensive Internet Protocol (IP) communications
solutions, converged and traditional telephony solutions designed exclusively
for small and midsize enterprises.

Comdial and certain of its affiliates today filed voluntary petitions under
chapter 11 of the U.S. Bankruptcy Code. In addition, Comdial has entered into an
agreement to sell substantially all of its assets under section 363 of the
Bankruptcy Code to an investor group led by Michael Falk, managing partner of
ComVest Investment Partners, a secured debt holder and major investor in
Comdial. Mr. Falk and Inder Tallur, also a managing director of ComVest, have
resigned from the board of directors of Comdial.

In connection with Comdial's imminent reorganization, it has obtained
debtor-in-possession funding in the amount of $3.0 million. The financing will
make the necessary funds available to Comdial during the reorganization process
so that the company will not experience any disruptions in its business affairs.

In commenting on the acquisition, Neil Lichtman, president and chief executive
officer of Comdial, stated, "These announcements represent an exciting day for
Comdial and its customers because, as a result of the asset purchase agreement
with Mr. Falk's group and the establishment of the credit line, Comdial will
continue delivering products, services, and support without interruption and
will emerge as a stronger, more competitive company."

About Comdial Corporation

Comdial Corporation is a converged voice and data communications solutions
provider with more than 25 years of success as a leading brand. Focused on
superior customer service and reliable communications solutions, the company is
dedicated to producing best-in-class small to midsize enterprise communications
products. Through innovative technology and flexibility, Comdial is unmatched at
providing comprehensive Internet Protocol (IP) communications solutions that are
tailored to meet customers' needs.

For more information, visit http://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 financings
that were completed in 2002 and 2004 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, 2004. 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.

SOURCE  Comdial Corporation
    -0-                             05/26/2005
    /CONTACT:  Ken Clinebell of Comdial Corporation, +1-941-554-5000,
ext. 1513, or ken.clinebell@comdial.com/
    /Web site:  http://www.comdial.com /