SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC 20549

                          ----------------------



                                 FORM 8-K

                              CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

                             November 4, 1997
                    (Date of earliest event reported)


                              COMDISCO, INC.
          (Exact Name of Registrant as Specified in its Charter)

       Delaware                    1-7725                  36-2687938
   (State or Other              (Commission               (IRS Employer
   Jurisdiction of              File Number)              Identification
   Incorporation)                                         Number)

             6111 North River Road, Rosemont, Illinois 60018
            (Address of Principal Offices, including zip code)

                              (847) 698-3000
           (Registrant's telephone number, including area code)



Item 5. Other Events

               On November 4, 1997, the Board of Directors of the
Registrant declared a dividend distribution of one right (a "Right") for
each outstanding share of the Registrant's Common Stock, $0.10 par value
per share ("Common Stock"), to stockholders of record at the close of
business on November 17, 1997 (the "Record Date"). The Board of Directors
of the Registrant also authorized the issuance of one Right for each
share of Common Stock issued after the Record Date and prior to the
earliest of the Distribution Date (as defined below), the redemption,
exchange or expiration of the Rights. Except as set forth below and
subject to adjustment as provided in the Rights Agreement (defined
below), each Right entitles the registered holder to purchase from the
Registrant one one-thousandth of a share of Series C Junior Participating
Preferred Stock (the "Preferred Stock"), at a purchase price of $150 per
Right (the "Purchase Price"). The description and terms of the Rights are
set forth in a Rights Agreement, dated as of November 17, 1997 (the
"Rights Agreement"), between the Registrant and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.

               Upon payment of the dividend at the close of business on
the Record Date, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates (as defined below) will be distributed. The Rights will
separate from the Common Stock upon the earliest of (i) 10 days following
a public announcement that a person or group (an "Acquiring Person"),
together with persons affiliated or associated with it, has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date")
provided, however, that any person (an "Existing Holder") who, on the
Record Date, is the beneficial owner of 20% or more of the outstanding
Common Stock, or any successor in interest (as that term is used in the
Rights Agreement) of an Existing Holder shall not be considered an
Acquiring Person, (ii) 10 business days (or such later date as the Board
of Directors of the Registrant shall determine) following the commencement
of a tender offer or exchange offer that would result in a person or group
beneficially owning 15% or more of such outstanding shares of Common Stock,
or (iii) 10 business days following a determination by the Board of
Directors of the Registrant that a person (an "Adverse Person"), alone or
together with its affiliates and associates, has become the beneficial
owner of more than 10% of the Common Stock and that (a) such beneficial
ownership is intended to cause the Registrant to repurchase the Common
Stock beneficially owned by such person or to cause pressure on the
Registrant to take action or enter into transactions intended to provide
such person with short-term financial gain under circumstances where the
Board of Directors of the Registrant determines that the best long-term
interests of the Registrant would not be served by taking such action or
entering into such transactions at the time or (b) such beneficial
ownership is causing or reasonably likely to cause a material adverse
impact on the business or prospects of the Registrant; provided, however,
that the Board of Directors of the Registrant shall not declare to be
an Adverse Person any Existing Holder or any person which has reported or
is required to report its ownership of Common Stock on Schedule 13G under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
on Schedule 13D under the Exchange Act which Schedule 13D does not state
any intention to, or reserve the right to, control or influence the
Registrant or engage in certain other actions, so long as such person
neither reports nor is required to report such ownership other than as
described in this proviso (the earliest of such dates, the "Distribution
Date").

               Until the Distribution Date (or earlier redemption or
expiration of the Rights), (i) the Rights will be transferred with and
only with the Common Stock (except in connection with redemption of the
Rights), (ii) new Common Stock certificates issued after the Record Date
upon transfer, replacement or new issuance of Common Stock will contain a
notation incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates for Common Stock outstanding
will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.

               The Rights will first become exercisable on the
Distribution Date and will expire at the close of business on November
17, 2007 (the "Final Expiration Date"), unless earlier redeemed or
exchanged by the Registrant as described below. Notwithstanding the
foregoing, the Rights will not be exercisable after the occurrence of a
Triggering Event (defined below) until the Registrant's right of
redemption has expired.

               As soon as practicable after the Distribution Date,
separate certificates evidencing the Rights (the "Rights Certificates")
will be mailed to holders of record of the Common Stock as of the close
of business on the Distribution Date and, thereafter, such separate
Rights Certificates alone will evidence the Rights. Except for shares of
Common Stock issued or sold after the Distribution Date pursuant to the
exercise of stock options or under any employee benefit plan or
arrangement granted or awarded prior to the Distribution Date, or the
exercise, conversion or exchange of securities issued by the
Registrant, and except as otherwise determined by the Board of Directors,
only shares of Common Stock issued prior to the Distribution Date will be
issued with Rights.

               In the event that any person shall become (a) an Acquiring
Person (except (i) pursuant to an offer for all outstanding shares of
Common Stock which the independent directors determine to be fair to and
otherwise in the best interest of the Registrant and its stockholders
after receiving advice from one or more investment banking firms (a
"Qualifying Offer") and (ii) for certain persons who report their
ownership on Schedule 13G under the Exchange Act, or on Schedule 13D
under the Exchange Act, provided that they do not state any intention to,
or reserve the right to, control or influence the Registrant and such
persons certify that they became an Acquiring Person inadvertently and
they agree that they will not acquire any additional shares of Common
Stock) or (b) an Adverse Person (either such event is referred to herein
as a "Triggering Event"), then the Rights will "flip-in" and entitle each
holder of a Right, except as provided below, to purchase, upon exercise
at the then-current Purchase Price, that number of shares of Common Stock
having a market value of two times such Purchase Price.

               Any Rights beneficially owned at any time on or after the
earlier of the Distribution Date and the Stock Acquisition Date by an
Acquiring Person, an Adverse Person or an affiliate or associate of an
Acquiring Person or an Adverse Person (whether or not such ownership is
subsequently transferred) will become null and void upon the occurrence
of a Triggering Event, and any holder of such Rights will have no right
to exercise such Rights.

               In the event that, following a Triggering Event, the
Registrant is acquired in a merger or other business combination in which
the Common Stock does not remain outstanding or is changed (other than a
merger following a Qualifying Offer) or 50% of the assets or earning
power of the Registrant and its Subsidiaries (as defined in the Rights
Agreement) (taken as a whole) is sold or otherwise transferred to any
person (other than the Registrant or any Subsidiary of the Registrant) in
one transaction or a series of related transactions, the Rights will
"flip-over" and entitle each holder of a Right, except as provided in the
preceding paragraph, to purchase, upon exercise of the Right at the
then-current Purchase Price, that number of shares of common stock of the
acquiring company (or, in certain circumstances, one of its affiliates)
which at the time of such transaction would have a market value of two
times such Purchase Price.

               The Purchase Price is subject to adjustment from time to
time to prevent dilution upon the (i) declaration of a dividend on the
Preferred Stock payable in shares of Preferred Stock, (ii) subdivision of
the outstanding Preferred Stock, (iii) combination of the outstanding
Preferred Stock into a smaller number of shares, (iv) issuance of any
shares of the Registrant's capital stock in a reclassification of the
Preferred Stock (including any such reclassification in connection with a
consolidation or merger in which the Registrant is the continuing or
surviving corporation), (v) grant to holders of the Preferred Stock of
certain rights, options, or warrants to subscribe for Preferred Stock or
securities convertible into Preferred Stock at less than the current
market price of the Preferred Stock, or (vi) distribution to holders of
the Preferred Stock of other evidences of indebtedness, cash (other than
a regular quarterly cash dividend payable out of the earnings or retained
earnings of the Registrant), subscription rights, warrants, or assets
(other than a dividend payable in Preferred Stock, but including any
dividend payable in stock other than Preferred Stock).

               With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an adjustment
of at least 1% of the Purchase Price.

               At any time until the earlier of (i) fifteen days
following the Stock Acquisition Date and (ii) the Final Expiration Date,
the Registrant may redeem the Rights in whole, but not in part, at a
price of $0.01 per Right, subject to adjustments. The Registrant may not
redeem the Rights following a determination that any person is an
Adverse Person. The Registrant may, at its option, pay the redemption
price in cash, shares of Common Stock (based on the current market price
of the Common Stock at the time of redemption) or any other form of
consideration deemed appropriate by the Board of Directors of the
Registrant. Immediately upon the action of the Registrant's Board of
Directors ordering redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be
to receive the applicable redemption price. In addition, after a
Triggering Event, at the election of the Board of Directors of the
Registrant, the outstanding Rights (other than those beneficially owned
by an Acquiring Person, Adverse Person or an affiliate or associate of an
Acquiring Person or Adverse Person) may be exchanged, in whole or in
part, for shares of Common Stock, or shares of preferred stock of the
Registrant having essentially the same value or economic rights as such
shares. Immediately upon the action of the Board of Directors of the
Registrant authorizing any such exchange, and without any further
action or any notice, the Rights (other than Rights which are not subject
to such exchange) will terminate and such Rights will only entitle
holders to receive the shares issuable upon such exchange.

               Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Registrant, including,
without limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Registrant, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Registrant or for common stock of
the acquiring company as set forth above.

               At any time prior to the Distribution Date, the Registrant
may, without the approval of any holder of the Rights, supplement or
amend any provision of the Rights Agreement. Thereafter, the Rights
Agreement may be amended only (i) to cure ambiguities, (ii) to correct
inconsistent provisions, (iii) to shorten or lengthen any time period
thereunder (under certain circumstances only with the concurrence of a
majority of the Continuing Directors) or (iv) in ways that do not
adversely affect the Rights holders (other than an Acquiring Person or
Adverse Person). From and after the Distribution Date, the Rights
Agreement may not be amended to lengthen (x) a time period relating to
when the Rights may be redeemed at such time as the Rights are not then
redeemable, or (y) any other time period unless such lengthening is for
the purpose of protecting, enhancing or clarifying the rights of,
and/or the benefits to, the holders of Rights (other than an Acquiring
Person or Adverse Person).

               As of June 30, 1997, there were 74,301,841 shares of
Common Stock outstanding. Each outstanding share of Common Stock on the
Record Date will receive one Right. Until the Distribution Date, the
Registrant will issue one Right with each share of Common Stock that
shall become outstanding so that all such shares will have attached
Rights. 200,000 shares of Preferred Stock have been reserved for issuance
upon exercise of the Rights.

               The Rights have certain antitakeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Registrant on terms not approved by the Registrant's Board of
Directors. The Rights should not interfere with any merger or other
business combination approved by the Board of Directors of the Registrant
since the Board of Directors may, at its option, at any time until ten
days following the Stock Acquisition Date, redeem all, but not less than
all, of the then outstanding Rights at the applicable redemption price.

               The foregoing summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to
the Rights Agreement (which includes as Exhibit A the Certificate of
Designation, Preferences and Right of Series C Junior Participating
Preferred Stock and as Exhibit B the Form of Rights Certificate), a copy
of which is incorporated herein by reference to Exhibit 4.1 to this
registration statement. Copies of the Rights Agreement will be available
free of charge from the Registrant.


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

               (c) Exhibits. The following documents are filed as
exhibits to this current report.

        4.1.   Rights Agreement, dated as of November 17, 1997, between
               the Registrant and ChaseMellon Shareholder Services,
               L.L.C., as Rights Agent, which includes as Exhibit A
               thereto the Certificate of Designation, Preferences and
               Right of Series C Junior Participating Preferred Stock and
               as Exhibit B thereto the Form of Rights Certificate.



                                Signature


               Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereto duly authorized.


November 6, 1997                    COMDISCO, INC.
                                    (Registrant)



                                    By:  /s/  Jeremiah M. Fitzgerald
                                         Name:  Jeremiah M. Fitzgerald
                                         Title: Vice President
                                                and General Counsel



                              Exhibit Index


Exhibit        Description                                       Page

4.1            Rights Agreement, dated as of November             N/A
               17, 1997, between the Registrant and
               ChaseMellon Shareholder Services,
               L.L.C., as Rights Agent, which includes
               as Exhibit A thereto the Certificate of
               Designation, Preferences and Right of
               Series C Junior Participating Preferred
               Stock and as Exhibit B thereto the Form
               of Rights Certificate.
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SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC 20549

                          ----------------------

                                 FORM 8-K

                              CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

                             November 4, 1997
                    (Date of earliest event reported)

                              COMDISCO, INC.
          (Exact Name of Registrant as Specified in its Charter)

       Delaware                    1-7725                  36-2687938
   (State or Other              (Commission               (IRS Employer
   Jurisdiction of              File Number)              Identification
   Incorporation)                                         Number)

             6111 North River Road, Rosemont, Illinois 60018
            (Address of Principal Offices, including zip code)

                              (847) 698-3000
           (Registrant's telephone number, including area code)

Item 5. Other Events

               On November 4, 1997, the Board of Directors of the
Registrant declared a dividend distribution of one right (a "Right") for
each outstanding share of the Registrant's Common Stock, $0.10 par value
per share ("Common Stock"), to stockholders of record at the close of
business on November 17, 1997 (the "Record Date"). The Board of Directors
of the Registrant also authorized the issuance of one Right for each
share of Common Stock issued after the Record Date and prior to the
earliest of the Distribution Date (as defined below), the redemption,
exchange or expiration of the Rights. Except as set forth below and
subject to adjustment as provided in the Rights Agreement (defined
below), each Right entitles the registered holder to purchase from the
Registrant one one-thousandth of a share of Series C Junior Participating
Preferred Stock (the "Preferred Stock"), at a purchase price of $150 per
Right (the "Purchase Price"). The description and terms of the Rights are
set forth in a Rights Agreement, dated as of November 17, 1997 (the
"Rights Agreement"), between the Registrant and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.

               Upon payment of the dividend at the close of business on
the Record Date, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates (as defined below) will be distributed. The Rights will
separate from the Common Stock upon the earliest of (i) 10 days following
a public announcement that a person or group (an "Acquiring Person"),
together with persons affiliated or associated with it, has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date")
provided, however, that any person (an "Existing Holder") who, on the
Record Date, is the beneficial owner of 20% or more of the outstanding
Common Stock, or any successor in interest (as that term is used in the
Rights Agreement) of an Existing Holder shall not be considered an
Acquiring Person, (ii) 10 business days (or such later date as the Board
of Directors of the Registrant shall determine) following the commencement
of a tender offer or exchange offer that would result in a person or group
beneficially owning 15% or more of such outstanding shares of Common Stock,
or (iii) 10 business days following a determination by the Board of
Directors of the Registrant that a person (an "Adverse Person"), alone or
together with its affiliates and associates, has become the beneficial
owner of more than 10% of the Common Stock and that (a) such beneficial
ownership is intended to cause the Registrant to repurchase the Common
Stock beneficially owned by such person or to cause pressure on the
Registrant to take action or enter into transactions intended to provide
such person with short-term financial gain under circumstances where the
Board of Directors of the Registrant determines that the best long-term
interests of the Registrant would not be served by taking such action or
entering into such transactions at the time or (b) such beneficial
ownership is causing or reasonably likely to cause a material adverse
impact on the business or prospects of the Registrant; provided, however,
that the Board of Directors of the Registrant shall not declare to be
an Adverse Person any Existing Holder or any person which has reported or
is required to report its ownership of Common Stock on Schedule 13G under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
on Schedule 13D under the Exchange Act which Schedule 13D does not state
any intention to, or reserve the right to, control or influence the
Registrant or engage in certain other actions, so long as such person
neither reports nor is required to report such ownership other than as
described in this proviso (the earliest of such dates, the "Distribution
Date").

               Until the Distribution Date (or earlier redemption or
expiration of the Rights), (i) the Rights will be transferred with and
only with the Common Stock (except in connection with redemption of the
Rights), (ii) new Common Stock certificates issued after the Record Date
upon transfer, replacement or new issuance of Common Stock will contain a
notation incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates for Common Stock outstanding
will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.

               The Rights will first become exercisable on the
Distribution Date and will expire at the close of business on November
17, 2007 (the "Final Expiration Date"), unless earlier redeemed or
exchanged by the Registrant as described below. Notwithstanding the
foregoing, the Rights will not be exercisable after the occurrence of a
Triggering Event (defined below) until the Registrant's right of
redemption has expired.

               As soon as practicable after the Distribution Date,
separate certificates evidencing the Rights (the "Rights Certificates")
will be mailed to holders of record of the Common Stock as of the close
of business on the Distribution Date and, thereafter, such separate
Rights Certificates alone will evidence the Rights. Except for shares of
Common Stock issued or sold after the Distribution Date pursuant to the
exercise of stock options or under any employee benefit plan or
arrangement granted or awarded prior to the Distribution Date, or the
exercise, conversion or exchange of securities issued by the
Registrant, and except as otherwise determined by the Board of Directors,
only shares of Common Stock issued prior to the Distribution Date will be
issued with Rights.

               In the event that any person shall become (a) an Acquiring
Person (except (i) pursuant to an offer for all outstanding shares of
Common Stock which the independent directors determine to be fair to and
otherwise in the best interest of the Registrant and its stockholders
after receiving advice from one or more investment banking firms (a
"Qualifying Offer") and (ii) for certain persons who report their
ownership on Schedule 13G under the Exchange Act, or on Schedule 13D
under the Exchange Act, provided that they do not state any intention to,
or reserve the right to, control or influence the Registrant and such
persons certify that they became an Acquiring Person inadvertently and
they agree that they will not acquire any additional shares of Common
Stock) or (b) an Adverse Person (either such event is referred to herein
as a "Triggering Event"), then the Rights will "flip-in" and entitle each
holder of a Right, except as provided below, to purchase, upon exercise
at the then-current Purchase Price, that number of shares of Common Stock
having a market value of two times such Purchase Price.

               Any Rights beneficially owned at any time on or after the
earlier of the Distribution Date and the Stock Acquisition Date by an
Acquiring Person, an Adverse Person or an affiliate or associate of an
Acquiring Person or an Adverse Person (whether or not such ownership is
subsequently transferred) will become null and void upon the occurrence
of a Triggering Event, and any holder of such Rights will have no right
to exercise such Rights.

               In the event that, following a Triggering Event, the
Registrant is acquired in a merger or other business combination in which
the Common Stock does not remain outstanding or is changed (other than a
merger following a Qualifying Offer) or 50% of the assets or earning
power of the Registrant and its Subsidiaries (as defined in the Rights
Agreement) (taken as a whole) is sold or otherwise transferred to any
person (other than the Registrant or any Subsidiary of the Registrant) in
one transaction or a series of related transactions, the Rights will
"flip-over" and entitle each holder of a Right, except as provided in the
preceding paragraph, to purchase, upon exercise of the Right at the
then-current Purchase Price, that number of shares of common stock of the
acquiring company (or, in certain circumstances, one of its affiliates)
which at the time of such transaction would have a market value of two
times such Purchase Price.

               The Purchase Price is subject to adjustment from time to
time to prevent dilution upon the (i) declaration of a dividend on the
Preferred Stock payable in shares of Preferred Stock, (ii) subdivision of
the outstanding Preferred Stock, (iii) combination of the outstanding
Preferred Stock into a smaller number of shares, (iv) issuance of any
shares of the Registrant's capital stock in a reclassification of the
Preferred Stock (including any such reclassification in connection with a
consolidation or merger in which the Registrant is the continuing or
surviving corporation), (v) grant to holders of the Preferred Stock of
certain rights, options, or warrants to subscribe for Preferred Stock or
securities convertible into Preferred Stock at less than the current
market price of the Preferred Stock, or (vi) distribution to holders of
the Preferred Stock of other evidences of indebtedness, cash (other than
a regular quarterly cash dividend payable out of the earnings or retained
earnings of the Registrant), subscription rights, warrants, or assets
(other than a dividend payable in Preferred Stock, but including any
dividend payable in stock other than Preferred Stock).

               With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an adjustment
of at least 1% of the Purchase Price.

               At any time until the earlier of (i) fifteen days
following the Stock Acquisition Date and (ii) the Final Expiration Date,
the Registrant may redeem the Rights in whole, but not in part, at a
price of $0.01 per Right, subject to adjustments. The Registrant may not
redeem the Rights following a determination that any person is an
Adverse Person. The Registrant may, at its option, pay the redemption
price in cash, shares of Common Stock (based on the current market price
of the Common Stock at the time of redemption) or any other form of
consideration deemed appropriate by the Board of Directors of the
Registrant. Immediately upon the action of the Registrant's Board of
Directors ordering redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be
to receive the applicable redemption price. In addition, after a
Triggering Event, at the election of the Board of Directors of the
Registrant, the outstanding Rights (other than those beneficially owned
by an Acquiring Person, Adverse Person or an affiliate or associate of an
Acquiring Person or Adverse Person) may be exchanged, in whole or in
part, for shares of Common Stock, or shares of preferred stock of the
Registrant having essentially the same value or economic rights as such
shares. Immediately upon the action of the Board of Directors of the
Registrant authorizing any such exchange, and without any further
action or any notice, the Rights (other than Rights which are not subject
to such exchange) will terminate and such Rights will only entitle
holders to receive the shares issuable upon such exchange.

               Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Registrant, including,
without limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Registrant, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Registrant or for common stock of
the acquiring company as set forth above.

               At any time prior to the Distribution Date, the Registrant
may, without the approval of any holder of the Rights, supplement or
amend any provision of the Rights Agreement. Thereafter, the Rights
Agreement may be amended only (i) to cure ambiguities, (ii) to correct
inconsistent provisions, (iii) to shorten or lengthen any time period
thereunder (under certain circumstances only with the concurrence of a
majority of the Continuing Directors) or (iv) in ways that do not
adversely affect the Rights holders (other than an Acquiring Person or
Adverse Person). From and after the Distribution Date, the Rights
Agreement may not be amended to lengthen (x) a time period relating to
when the Rights may be redeemed at such time as the Rights are not then
redeemable, or (y) any other time period unless such lengthening is for
the purpose of protecting, enhancing or clarifying the rights of,
and/or the benefits to, the holders of Rights (other than an Acquiring
Person or Adverse Person).

               As of June 30, 1997, there were 74,301,841 shares of
Common Stock outstanding. Each outstanding share of Common Stock on the
Record Date will receive one Right. Until the Distribution Date, the
Registrant will issue one Right with each share of Common Stock that
shall become outstanding so that all such shares will have attached
Rights. 200,000 shares of Preferred Stock have been reserved for issuance
upon exercise of the Rights.

               The Rights have certain antitakeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Registrant on terms not approved by the Registrant's Board of
Directors. The Rights should not interfere with any merger or other
business combination approved by the Board of Directors of the Registrant
since the Board of Directors may, at its option, at any time until ten
days following the Stock Acquisition Date, redeem all, but not less than
all, of the then outstanding Rights at the applicable redemption price.

               The foregoing summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to
the Rights Agreement (which includes as Exhibit A the Certificate of
Designation, Preferences and Right of Series C Junior Participating
Preferred Stock and as Exhibit B the Form of Rights Certificate), a copy
of which is incorporated herein by reference to Exhibit 4.1 to this
registration statement. Copies of the Rights Agreement will be available
free of charge from the Registrant.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

               (c) Exhibits. The following documents are filed as
exhibits to this current report.

        4.1.   Rights Agreement, dated as of November 17, 1997, between
               the Registrant and ChaseMellon Shareholder Services,
               L.L.C., as Rights Agent, which includes as Exhibit A
               thereto the Certificate of Designation, Preferences and
               Right of Series C Junior Participating Preferred Stock and
               as Exhibit B thereto the Form of Rights Certificate.

                                Signature

               Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereto duly authorized.

November 6, 1997                    COMDISCO, INC.
                                    (Registrant)

                                    By:  /s/  Jeremiah M. Fitzgerald
                                         Name:  Jeremiah M. Fitzgerald
                                         Title: Vice President
                                                and General Counsel

                              Exhibit Index

Exhibit        Description                                       Page

4.1            Rights Agreement, dated as of November             N/A
               17, 1997, between the Registrant and
               ChaseMellon Shareholder Services,
               L.L.C., as Rights Agent, which includes
               as Exhibit A thereto the Certificate of
               Designation, Preferences and Right of
               Series C Junior Participating Preferred
               Stock and as Exhibit B thereto the Form
               of Rights Certificate.