COMDIAL COMPLETES ACQUISITIONS OF KEY VOICE TECHNOLOGIES AND AURORA SYSTEMS.

CHARLOTTESVILLE, Va.--(BUSINESS WIRE)--March 21, 1996--Comdial Corp. (NASDAQ/NM:CMDL) Thursday announced that it has completed the previously announced acquisitions of two privately-held companies that develop and market software products for the Computer Telephony Integration (CTI) market: Sarasota, Fla.-based Key Voice Technologies Inc., and Aurora Systems Inc., of Acton, Mass.

Key Voice Technologies is a profitable and fast-growing developer and marketer of price-competitive and feature-rich voice processing systems. Aurora Systems is recognized as a leading developer of off-the-shelf CTI "middleware" and applications software products under the FastCall(r) brand name. The combined annualized revenues of the two acquired companies at the end of 1995 was approximately $7 million. Both companies have become wholly-owned Comdial subsidiaries, and the combination of the two acquisitions is expected to increase Comdial revenues in 1996 and make a contribution to profit and cash for the year.

Comdial announced on February 13 of this year that it had entered into a letter of intent to acquire Key Voice Technologies, and the company announced on February 16 that it had signed a definitive agreement to acquire Aurora Systems. Key Voice Technologies' revenues and profits have more than doubled each year from 1993 through 1995, and Aurora Systems currently has distribution agreements with noted telecommunications companies such as AT&T, Harris, Fujitsu, Mitel and Nortel.

The acquisitions are being accounted for under the purchase method of accounting. The $18.3 million purchase price for Key Voice Technologies was paid in a combination of cash, notes and restricted Comdial common stock, and the $2.8 million purchase price for Aurora systems was paid partially in cash and partially in restricted Comdial common stock. Further terms were not disclosed.

Comdial President and CEO William G. Mustain, commented, "We are pleased that Key Voice and Aurora are now part of the Comdial team. With the closing of these acquisitions, we have taken another important step in our strategy to enhance our leadership position in the rapidly expanding CTI market and to become the industry's foremost single point of contact for CTI solutions. We now provide platform hardware and switches, CTI-enabling terminals, enterprise links, development toolkits, middleware, horizontal as well as vertical-niche applications software, and a CTI product with high-volume potential for the mass market."

Key Voice Technologies founding executives, Nick Branica, President, and Eoin Heaney, Vice President, will continue to direct its operations, and Aurora Systems will continue to be led by its co-founders Paul M. Gasparro, Chairman, and Maryann P. Walsh, President. Key Voice Technologies will operate from its current headquarters in Sarasota, and Aurora Systems will operate from its current facilities in Acton.

Comdial Corp. is a leading designer, manufacturer and supplier of a broad range of advanced business communications products and computer-telephony integration solutions based on computer-telephony integration.

CONTACT: South Coast Communications Group, Irvine, Calif.

Marty Tullio (investors)

Owen Daley (media)

714/252-8440

or

Comdial Corp., Charlottesville, Va.

Dick Bucci, 804/978-2200