content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
                          Date of Report: October 11, 2001
  
                                   COMDISCO, INC.
                               (Debtor-In-Possession)
                             DELAWARE 1-7725 36-2687938
                   6111 NORTH RIVER ROAD, ROSEMONT, ILLINOIS 60018
                                   (847) 698-3000
  
  
  
  
  
  <PAGE>
  
  
  
                                         -1-
  
  Item 5.  Other Events.
  
  On October 30, 2001,  Comdisco,  Inc. (the "Company")  entered into an agreement
  providing  for  the  sale of  substantially  all of its  Availability  Solutions
  (Technology  Services)  business  to  Hewlett-Packard  Company  ("HP")  for $750
  million.  The agreement is subject to, among other things,  approval by the U.S.
  Bankruptcy  Court for the  Northern  District  of  Illinois,  which the  Company
  intends to seek at a hearing scheduled for November 7, 2001, and other customary
  conditions.  Given  these  conditions,  there  can  be  no  assurance  that  the
  transaction will be consummated. On October 30, 2001, the Company issued a press
  release  relating  to the  foregoing.  A copy of the press  release is  attached
  hereto as Exhibit 99.1 and is incorporated in its entirety herein by reference.
  
  As previously  announced on July 16, 2001, the Company entered into an agreement
  with HP to sell its Availability  Solutions business for $610 million, which was
  subject to higher or  otherwise  better  offers  pursuant to a  court-authorized
  auction process. Following the auction held on October 11, the Company, with the
  support of the Creditors' and Equity Committees,  approved a bid by SunGard Data
  Systems,  Inc.  ("SunGard")  for $825 million as the highest or  otherwise  best
  offer.  On October 12, 2001, the Company issued a press release  relating to the
  auction held on October 11, 2001. A copy of the press release is attached hereto
  as Exhibit 99.2 and is  incorporated  in its  entirety  herein by  reference.  A
  lawsuit seeking to enjoin the transaction with SunGard on antitrust  grounds was
  filed by the  Department of Justice  ("DOJ") in the U.S.  District Court for the
  District of Columbia on October 22, 2001. The Creditors'  Committee withdrew its
  support of the SunGard bid in favor of an  unsolicited  $750 million offer by HP
  received on October 22, 2001 after the commencement of the DOJ lawsuit.
  
  
  Item 7.  Financial Statements and Exhibits.
  
       (c) Exhibits
  
           Exhibit No.     Description
  
           99.1            Press Release of Comdisco, Inc., dated October 30, 2001
           99.2            Press Release of Comdisco, Inc., dated October 12, 2001
  
  
  
                                        -2-
  <PAGE>
  
  
                                     SIGNATURES
  
  Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
  
                                      COMDISCO, INC.
  
                                      By:     /s/ Ronald C. Mishler
                                              ------------------------------------
                                              Name:    Ronald C. Mishler
                                              Title:   Chief Financial Officer
  
  Dated:   November 2, 2001
  
  
  <PAGE>
  
  
  
                                    EXHIBIT INDEX
  
  
           Exhibit No.     Description
  
           99.1            Press Release of Comdisco, Inc., dated October 30, 2001
           99.2            Press Release of Comdisco, Inc., dated October 12, 2001
  
  
  
  
                                        -3-
  <PAGE>
  
  
  
  
  
  EXHIBIT 99.1
  
             Comdisco Agrees to Sale of Availability Solutions Business
                               to HP for $750 Million
  
            Court Hearing to Approve Sale Scheduled for November 7, 2001
  
                Bid Fully Supported by Official Creditors' Committee
  
               Deadline for Leasing Bids Extended to November 8, 2001
  
  Rosemont, IL, October 30, 2001 - Comdisco, Inc. (NYSE: CDO) announced today that
  it has  signed  an  agreement  to sell its  Availability  Solutions  (Technology
  Services) business to Hewlett-Packard  Company (NYSE: HWP) for $750 million. The
  agreement,  which  is  supported  by  Comdisco  and the  Official  Committee  of
  Unsecured Creditors, is subject to approval by the U.S. Bankruptcy Court for the
  Northern  District of Illinois,  which the company  intends to seek at a hearing
  scheduled for November 7, 2001.
  
  As  previously  announced on July 16, 2001,  Comdisco  entered into an agreement
  with HP to sell the  Availability  Solutions  business  for $610  million.  That
  agreement was subject to higher or otherwise better offers in a Court-authorized
  auction process.  Following the auction held on October 11,  Comdisco,  with the
  support of the Creditors' and Equity Committees,  approved a bid by SunGard Data
  Systems, Inc. for $825 million as the highest or otherwise best offer. A lawsuit
  seeking to enjoin the transaction with SunGard on antitrust grounds was filed by
  the  Department  of  Justice  in the U.S.  District  Court for the  District  of
  Columbia on October 22, 2001. The Creditors'  Committee  withdrew its support of
  the SunGard bid in favor of an unsolicited  $750 million offer by HP received on
  October 22, 2001 after the  commencement  of the DOJ lawsuit.  In light of these
  events,  the Court adjourned the October 23, 2001 sale hearing to November 7 and
  approved  notice  procedures  designating  a sale to HP as an  alternative  sale
  transaction.
  
                                        -4-
  
  <PAGE>
  
  
  Comdisco also  announced  today that,  in light of the adjourned  hearing and to
  accommodate  potential  bidders,  it has  extended the deadline for bids for its
  Leasing  businesses  to  Thursday,  November  8, 2001 at 12:00 noon  (CST).  The
  auction for the Leasing  businesses is scheduled for November 15 and 16, and the
  Bankruptcy Court hearing for a potential sale or sales has been set for November
  28,  2001 at 2:00 p.m.  (CST).  As  previously  announced  on August  31,  2001,
  Comdisco  received  Court  approval  for  the  potential  sale  of  its  Leasing
  businesses, excluding its European IT leasing operations.
  
  About Comdisco
  
  Comdisco  (www.comdisco.com)  provides technology services worldwide to help its
  customers maximize  technology  functionality,  predictability and availability,
  while  freeing  them from the  complexity  of  managing  their  technology.  The
  Rosemont,  (IL)  company  offers  a  complete  suite of  information  technology
  services  including  business  continuity,  managed web hosting,  storage and IT
  Control and Predictability Solutions SM. Comdisco offers leasing to key vertical
  industries,  including  semiconductor  manufacturing  and  electronic  assembly,
  healthcare, telecommunications, pharmaceutical, biotechnology and manufacturing.
  Through its Ventures  division,  Comdisco  provides  equipment leasing and other
  financing and services to venture capital-backed companies.
  
  Safe Harbor
  
  The foregoing  contains  forward-looking  statements  regarding  Comdisco.  They
  reflect the company's current views with respect to current events and financial
  performance,  are subject to many risks,  uncertainties  and factors relating to
  the company's  operations  and business  environment  which may cause the actual
  results  of the  company to be  materially  different  from any future  results,
  express or implied by such forward-looking  statements. The company intends that
  such forward-looking statements be subject to the Safe Harbor created by Section
  27(a)  of the  Securities  Act of 1933 and  Section  21E of the  Securities  and
  Exchange  Act  of  1934.  The  words  and  phrases  "expect,"  "estimate,  " and
  "anticipate  " and  similar  expressions  identify  forward-looking  statements.
  Certain factors that could cause actual results to differ  materially from these
  forward-looking  statements  include,  but are not  limited  to, the  following:
  Adjustments arising in the course of completing the analysis of information with
  respect to the review of the company's  businesses  and evaluation of impairment
  charges;  continuing  volatility  in the  equity  markets,  which can affect the
  availability of credit and other funding  sources to the high technology  sector
  companies  in the  Ventures  portfolio,  resulting  in the  inability  of  those
  companies to satisfy their obligations in a timely manner and an increase in bad
  debt
                                        -5-
  
  <PAGE>
  
  
  experience   beyond   current   reserves;   continued   consolidation   in   the
  telecommunications industry and curtailment of the growth plans of the remaining
  companies in that sector,  which could result in fewer buyers and reduced prices
  for available  Prism assets,  and a further  reduction in the proceeds  actually
  received  from the sale of  those  assets  compared  to prior  estimates  and an
  increase in the losses  associated with the discontinued  operation.  Other risk
  factors are listed from time to time in the  company's  SEC reports,  including,
  but not limited to, the report on Form 10-Q for the quarter ended June 30, 2001.
  Comdisco  disclaims  any  intention  or  obligation  to  update  or  revise  any
  forward-looking statements whether as a result of new information, future events
  or otherwise.
  
  Contacts:
  Mary Moster
  (847) 518-5147
  
  Fred Spar or Jeremy Fielding
  Kekst and Company
  (212) 521-4800
  
                                        -6-
  <PAGE>
  
  
  EXHIBIT 99.2
  
             Comdisco Agrees To Sell Availability Solutions Business To
                     SunGard Data Systems Inc. For $825 Million
  
      Comdisco Approves SunGard Offer as the Highest or Otherwise Best Received
                             in Court Authorized Auction
  
           Bid Fully Supported by Both the Official Creditors' and Equity
                                     Committees
  
  Rosemont,  IL, October 12, 2001 - - Comdisco,  Inc. (NYSE:  CDO) today announced
  that it has  agreed to sell its  Availability  Solutions  (Technology  Services)
  business to Wayne,  PA-based  SunGard  Data Systems  Inc.  (NYSE:  SDS) for $825
  million.  The  agreement  was the result of a  court-authorized  auction  and is
  subject to approval by the U.S.  Bankruptcy  Court for the Northern  District of
  Illinois at a hearing set for October 23, 2001.
  
  Comdisco  further  announced  that the bid by SunGard is fully  supported by the
  Official  Committee of Unsecured  Creditors and the Official  Equity  Committee,
  both of which participated in the auction process.
  
  The sale,  which the  parties  intend to close as soon as  possible  after court
  approval,  includes the purchase of assets of Comdisco's U.S. operations and the
  stock of its  subsidiaries in the United  Kingdom,  France and Canada related to
  Availability  Solutions.  The  sale  excludes  the  purchase  of  the  stock  of
  subsidiaries in Germany and Spain, as well as other identified assets, including
  Network Services and IT CAP Solutions.
  
  Norm  Blake,  chairman  and chief  executive  officer  of  Comdisco,  said "Upon
  completion of the auction process, Comdisco concluded that the SunGard offer was
  the highest or otherwise best submitted  during the bidding and auction process.
  We are very pleased to have the full support of both the Official Creditors' and
  Equity  Committees in this  decision.  The  considerable  interest in Comdisco's
  Availability  Solutions  business evident in the sales process  testifies to the
  extraordinary  professionalism of our Availability Solutions employees and their
  dedication to customer  service under the most challenging  conditions.  We look
  forward to a swift  completion of the  transaction  and to assisting  SunGard in
  ensuring a transition to new ownership that will be seamless to our customers."
  
  
                                        -7-
  <PAGE>
  
  
  James  Mann,  chairman  and chief  executive  officer  of  SunGard,  said,  "The
  exceptional  skills of Comdisco's  Availability  Solutions  staff have been more
  apparent than ever in the wake of the World Trade Center disaster. SunGard looks
  forward to working  with this  talented  team to continue to set the standard in
  business  continuity and expand  opportunities in a growing and rapidly evolving
  market sector. The combination of our two businesses will ensure that there will
  be a strong independent vendor in this important industry.  It will enable us to
  offer customers critical service  advantages,  including  platform  independence
  without hardware bias, and increased facilities,  hardware, network capacity and
  technical personnel with greater redundancy and broader geographic coverage.  We
  will announce further details about the transaction soon."
  
  As  previously  announced on July 16, 2001,  Comdisco  entered into an agreement
  with  Hewlett-Packard  Company to sell its Availability  Solutions  business for
  $610  million,  which was  subject  to higher or  otherwise  better  offers  and
  Bankruptcy Court approval.  By its terms, the Hewlett-Packard offer remains open
  through December 19, 2001.
  
  About Comdisco
  
  Comdisco  (www.comdisco.com)  provides technology services worldwide to help its
  customers maximize  technology  functionality,  predictability and availability,
  while  freeing  them from the  complexity  of  managing  their  technology.  The
  Rosemont,  (IL)  company  offers  a  complete  suite of  information  technology
  services  including  business  continuity,  managed web hosting,  storage and IT
  Control and Predictability Solutions SM. Comdisco offers leasing to key vertical
  industries,  including  semiconductor  manufacturing  and  electronic  assembly,
  healthcare, telecommunications, pharmaceutical, biotechnology and manufacturing.
  Through its Ventures  division,  Comdisco  provides  equipment leasing and other
  financing and services to venture capital backed companies.
  
  Safe Harbor
  
  
                                        -8-
  <PAGE>
  
  
  The foregoing  contains  forward-looking  statements  regarding  Comdisco.  They
  reflect the company's current views with respect to current events and financial
  performance,  are subject to many risks,  uncertainties  and factors relating to
  the company's  operations  and business  environment  which may cause the actual
  results  of the  company to be  materially  different  from any future  results,
  express or implied by such forward-looking  statements. The company intends that
  such forward-looking statements be subject to the Safe Harbor created by Section
  27(a)  of the  Securities  Act of 1933 and  Section  21E of the  Securities  and
  Exchange  Act  of  1934.  The  words  and  phrases  "expect,"   "estimate,"  and
  "anticipate"  and  similar  expressions  identify  forward-looking   statements.
  Certain factors that could cause actual results to differ  materially from these
  forward-looking  statements  include,  but are not  limited  to, the  following:
  Adjustments arising in the course of completing the analysis of information with
  respect to the review of the company's  businesses  and evaluation of impairment
  charges;  continuing  volatility  in the  equity  markets,  which can affect the
  availability of credit and other funding  sources to the high technology  sector
  companies  in the  Ventures  portfolio,  resulting  in the  inability  of  those
  companies to satisfy their obligations in a timely manner and an increase in bad
  debt  experience  beyond  current  reserves;   continued  consolidation  in  the
  telecommunications industry and curtailment of the growth plans of the remaining
  companies in that sector,  which could result in fewer buyers and reduced prices
  for available  Prism assets,  and a further  reduction in the proceeds  actually
  received  from the sale of  those  assets  compared  to prior  estimates  and an
  increase in the losses  associated with the discontinued  operation.  Other risk
  factors are listed from time to time in the  company's  SEC reports,  including,
  but not limited to, the report on Form 10-Q for the quarter ended June 30, 2001.
  Comdisco  disclaims  any  intention  or  obligation  to  update  or  revise  any
  forward-looking statements whether as a result of new information, future events
  or otherwise.
  
  Contacts:
  
  Mary Moster
  (847) 518-5147
  
  Fred Spar or Jeremy Fielding
  Kekst and Company
  (212) 521-4800
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text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
                          Date of Report: October 11, 2001
  
                                   COMDISCO, INC.
                               (Debtor-In-Possession)
                             DELAWARE 1-7725 36-2687938
                   6111 NORTH RIVER ROAD, ROSEMONT, ILLINOIS 60018
                                   (847) 698-3000
  -1-
  
  Item 5.  Other Events.
  
  On October 30, 2001,  Comdisco,  Inc. (the "Company")  entered into an agreement
  providing  for  the  sale of  substantially  all of its  Availability  Solutions
  (Technology  Services)  business  to  Hewlett-Packard  Company  ("HP")  for $750
  million.  The agreement is subject to, among other things,  approval by the U.S.
  Bankruptcy  Court for the  Northern  District  of  Illinois,  which the  Company
  intends to seek at a hearing scheduled for November 7, 2001, and other customary
  conditions.  Given  these  conditions,  there  can  be  no  assurance  that  the
  transaction will be consummated. On October 30, 2001, the Company issued a press
  release  relating  to the  foregoing.  A copy of the press  release is  attached
  hereto as Exhibit 99.1 and is incorporated in its entirety herein by reference.
  
  As previously  announced on July 16, 2001, the Company entered into an agreement
  with HP to sell its Availability  Solutions business for $610 million, which was
  subject to higher or  otherwise  better  offers  pursuant to a  court-authorized
  auction process. Following the auction held on October 11, the Company, with the
  support of the Creditors' and Equity Committees,  approved a bid by SunGard Data
  Systems,  Inc.  ("SunGard")  for $825 million as the highest or  otherwise  best
  offer.  On October 12, 2001, the Company issued a press release  relating to the
  auction held on October 11, 2001. A copy of the press release is attached hereto
  as Exhibit 99.2 and is  incorporated  in its  entirety  herein by  reference.  A
  lawsuit seeking to enjoin the transaction with SunGard on antitrust  grounds was
  filed by the  Department of Justice  ("DOJ") in the U.S.  District Court for the
  District of Columbia on October 22, 2001. The Creditors'  Committee withdrew its
  support of the SunGard bid in favor of an  unsolicited  $750 million offer by HP
  received on October 22, 2001 after the commencement of the DOJ lawsuit.
  
  Item 7.  Financial Statements and Exhibits.
  
       (c) Exhibits
  
           Exhibit No.     Description
  
           99.1            Press Release of Comdisco, Inc., dated October 30, 2001
           99.2            Press Release of Comdisco, Inc., dated October 12, 2001
  
                                        -2-
  SIGNATURES
  
  Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
                                      COMDISCO, INC.
  
                                      By:     /s/ Ronald C. Mishler
                                              ------------------------------------
                                              Name:    Ronald C. Mishler
                                              Title:   Chief Financial Officer
  
  Dated:   November 2, 2001
  EXHIBIT INDEX
  
           Exhibit No.     Description
  
           99.1            Press Release of Comdisco, Inc., dated October 30, 2001
           99.2            Press Release of Comdisco, Inc., dated October 12, 2001
  
                                        -3-
  EXHIBIT 99.1
  
             Comdisco Agrees to Sale of Availability Solutions Business
                               to HP for $750 Million
  
            Court Hearing to Approve Sale Scheduled for November 7, 2001
  
                Bid Fully Supported by Official Creditors' Committee
  
               Deadline for Leasing Bids Extended to November 8, 2001
  
  Rosemont, IL, October 30, 2001 - Comdisco, Inc. (NYSE: CDO) announced today that
  it has  signed  an  agreement  to sell its  Availability  Solutions  (Technology
  Services) business to Hewlett-Packard  Company (NYSE: HWP) for $750 million. The
  agreement,  which  is  supported  by  Comdisco  and the  Official  Committee  of
  Unsecured Creditors, is subject to approval by the U.S. Bankruptcy Court for the
  Northern  District of Illinois,  which the company  intends to seek at a hearing
  scheduled for November 7, 2001.
  
  As  previously  announced on July 16, 2001,  Comdisco  entered into an agreement
  with HP to sell the  Availability  Solutions  business  for $610  million.  That
  agreement was subject to higher or otherwise better offers in a Court-authorized
  auction process.  Following the auction held on October 11,  Comdisco,  with the
  support of the Creditors' and Equity Committees,  approved a bid by SunGard Data
  Systems, Inc. for $825 million as the highest or otherwise best offer. A lawsuit
  seeking to enjoin the transaction with SunGard on antitrust grounds was filed by
  the  Department  of  Justice  in the U.S.  District  Court for the  District  of
  Columbia on October 22, 2001. The Creditors'  Committee  withdrew its support of
  the SunGard bid in favor of an unsolicited  $750 million offer by HP received on
  October 22, 2001 after the  commencement  of the DOJ lawsuit.  In light of these
  events,  the Court adjourned the October 23, 2001 sale hearing to November 7 and
  approved  notice  procedures  designating  a sale to HP as an  alternative  sale
  transaction.
  
                                        -4-
  Comdisco also  announced  today that,  in light of the adjourned  hearing and to
  accommodate  potential  bidders,  it has  extended the deadline for bids for its
  Leasing  businesses  to  Thursday,  November  8, 2001 at 12:00 noon  (CST).  The
  auction for the Leasing  businesses is scheduled for November 15 and 16, and the
  Bankruptcy Court hearing for a potential sale or sales has been set for November
  28,  2001 at 2:00 p.m.  (CST).  As  previously  announced  on August  31,  2001,
  Comdisco  received  Court  approval  for  the  potential  sale  of  its  Leasing
  businesses, excluding its European IT leasing operations.
  
  About Comdisco
  
  Comdisco  (www.comdisco.com)  provides technology services worldwide to help its
  customers maximize  technology  functionality,  predictability and availability,
  while  freeing  them from the  complexity  of  managing  their  technology.  The
  Rosemont,  (IL)  company  offers  a  complete  suite of  information  technology
  services  including  business  continuity,  managed web hosting,  storage and IT
  Control and Predictability Solutions SM. Comdisco offers leasing to key vertical
  industries,  including  semiconductor  manufacturing  and  electronic  assembly,
  healthcare, telecommunications, pharmaceutical, biotechnology and manufacturing.
  Through its Ventures  division,  Comdisco  provides  equipment leasing and other
  financing and services to venture capital-backed companies.
  
  Safe Harbor
  
  The foregoing  contains  forward-looking  statements  regarding  Comdisco.  They
  reflect the company's current views with respect to current events and financial
  performance,  are subject to many risks,  uncertainties  and factors relating to
  the company's  operations  and business  environment  which may cause the actual
  results  of the  company to be  materially  different  from any future  results,
  express or implied by such forward-looking  statements. The company intends that
  such forward-looking statements be subject to the Safe Harbor created by Section
  27(a)  of the  Securities  Act of 1933 and  Section  21E of the  Securities  and
  Exchange  Act  of  1934.  The  words  and  phrases  "expect,"  "estimate,  " and
  "anticipate  " and  similar  expressions  identify  forward-looking  statements.
  Certain factors that could cause actual results to differ  materially from these
  forward-looking  statements  include,  but are not  limited  to, the  following:
  Adjustments arising in the course of completing the analysis of information with
  respect to the review of the company's  businesses  and evaluation of impairment
  charges;  continuing  volatility  in the  equity  markets,  which can affect the
  availability of credit and other funding  sources to the high technology  sector
  companies  in the  Ventures  portfolio,  resulting  in the  inability  of  those
  companies to satisfy their obligations in a timely manner and an increase in bad
  debt
                                        -5-
  experience   beyond   current   reserves;   continued   consolidation   in   the
  telecommunications industry and curtailment of the growth plans of the remaining
  companies in that sector,  which could result in fewer buyers and reduced prices
  for available  Prism assets,  and a further  reduction in the proceeds  actually
  received  from the sale of  those  assets  compared  to prior  estimates  and an
  increase in the losses  associated with the discontinued  operation.  Other risk
  factors are listed from time to time in the  company's  SEC reports,  including,
  but not limited to, the report on Form 10-Q for the quarter ended June 30, 2001.
  Comdisco  disclaims  any  intention  or  obligation  to  update  or  revise  any
  forward-looking statements whether as a result of new information, future events
  or otherwise.
  
  Contacts:
  Mary Moster
  (847) 518-5147
  
  Fred Spar or Jeremy Fielding
  Kekst and Company
  (212) 521-4800
  
                                        -6-
  EXHIBIT 99.2
  
             Comdisco Agrees To Sell Availability Solutions Business To
                     SunGard Data Systems Inc. For $825 Million
  
      Comdisco Approves SunGard Offer as the Highest or Otherwise Best Received
                             in Court Authorized Auction
  
           Bid Fully Supported by Both the Official Creditors' and Equity
                                     Committees
  
  Rosemont,  IL, October 12, 2001 - - Comdisco,  Inc. (NYSE:  CDO) today announced
  that it has  agreed to sell its  Availability  Solutions  (Technology  Services)
  business to Wayne,  PA-based  SunGard  Data Systems  Inc.  (NYSE:  SDS) for $825
  million.  The  agreement  was the result of a  court-authorized  auction  and is
  subject to approval by the U.S.  Bankruptcy  Court for the Northern  District of
  Illinois at a hearing set for October 23, 2001.
  
  Comdisco  further  announced  that the bid by SunGard is fully  supported by the
  Official  Committee of Unsecured  Creditors and the Official  Equity  Committee,
  both of which participated in the auction process.
  
  The sale,  which the  parties  intend to close as soon as  possible  after court
  approval,  includes the purchase of assets of Comdisco's U.S. operations and the
  stock of its  subsidiaries in the United  Kingdom,  France and Canada related to
  Availability  Solutions.  The  sale  excludes  the  purchase  of  the  stock  of
  subsidiaries in Germany and Spain, as well as other identified assets, including
  Network Services and IT CAP Solutions.
  
  Norm  Blake,  chairman  and chief  executive  officer  of  Comdisco,  said "Upon
  completion of the auction process, Comdisco concluded that the SunGard offer was
  the highest or otherwise best submitted  during the bidding and auction process.
  We are very pleased to have the full support of both the Official Creditors' and
  Equity  Committees in this  decision.  The  considerable  interest in Comdisco's
  Availability  Solutions  business evident in the sales process  testifies to the
  extraordinary  professionalism of our Availability Solutions employees and their
  dedication to customer  service under the most challenging  conditions.  We look
  forward to a swift  completion of the  transaction  and to assisting  SunGard in
  ensuring a transition to new ownership that will be seamless to our customers."
  
                                        -7-
  James  Mann,  chairman  and chief  executive  officer  of  SunGard,  said,  "The
  exceptional  skills of Comdisco's  Availability  Solutions  staff have been more
  apparent than ever in the wake of the World Trade Center disaster. SunGard looks
  forward to working  with this  talented  team to continue to set the standard in
  business  continuity and expand  opportunities in a growing and rapidly evolving
  market sector. The combination of our two businesses will ensure that there will
  be a strong independent vendor in this important industry.  It will enable us to
  offer customers critical service  advantages,  including  platform  independence
  without hardware bias, and increased facilities,  hardware, network capacity and
  technical personnel with greater redundancy and broader geographic coverage.  We
  will announce further details about the transaction soon."
  
  As  previously  announced on July 16, 2001,  Comdisco  entered into an agreement
  with  Hewlett-Packard  Company to sell its Availability  Solutions  business for
  $610  million,  which was  subject  to higher or  otherwise  better  offers  and
  Bankruptcy Court approval.  By its terms, the Hewlett-Packard offer remains open
  through December 19, 2001.
  
  About Comdisco
  
  Comdisco  (www.comdisco.com)  provides technology services worldwide to help its
  customers maximize  technology  functionality,  predictability and availability,
  while  freeing  them from the  complexity  of  managing  their  technology.  The
  Rosemont,  (IL)  company  offers  a  complete  suite of  information  technology
  services  including  business  continuity,  managed web hosting,  storage and IT
  Control and Predictability Solutions SM. Comdisco offers leasing to key vertical
  industries,  including  semiconductor  manufacturing  and  electronic  assembly,
  healthcare, telecommunications, pharmaceutical, biotechnology and manufacturing.
  Through its Ventures  division,  Comdisco  provides  equipment leasing and other
  financing and services to venture capital backed companies.
  
  Safe Harbor
  
                                        -8-
  The foregoing  contains  forward-looking  statements  regarding  Comdisco.  They
  reflect the company's current views with respect to current events and financial
  performance,  are subject to many risks,  uncertainties  and factors relating to
  the company's  operations  and business  environment  which may cause the actual
  results  of the  company to be  materially  different  from any future  results,
  express or implied by such forward-looking  statements. The company intends that
  such forward-looking statements be subject to the Safe Harbor created by Section
  27(a)  of the  Securities  Act of 1933 and  Section  21E of the  Securities  and
  Exchange  Act  of  1934.  The  words  and  phrases  "expect,"   "estimate,"  and
  "anticipate"  and  similar  expressions  identify  forward-looking   statements.
  Certain factors that could cause actual results to differ  materially from these
  forward-looking  statements  include,  but are not  limited  to, the  following:
  Adjustments arising in the course of completing the analysis of information with
  respect to the review of the company's  businesses  and evaluation of impairment
  charges;  continuing  volatility  in the  equity  markets,  which can affect the
  availability of credit and other funding  sources to the high technology  sector
  companies  in the  Ventures  portfolio,  resulting  in the  inability  of  those
  companies to satisfy their obligations in a timely manner and an increase in bad
  debt  experience  beyond  current  reserves;   continued  consolidation  in  the
  telecommunications industry and curtailment of the growth plans of the remaining
  companies in that sector,  which could result in fewer buyers and reduced prices
  for available  Prism assets,  and a further  reduction in the proceeds  actually
  received  from the sale of  those  assets  compared  to prior  estimates  and an
  increase in the losses  associated with the discontinued  operation.  Other risk
  factors are listed from time to time in the  company's  SEC reports,  including,
  but not limited to, the report on Form 10-Q for the quarter ended June 30, 2001.
  Comdisco  disclaims  any  intention  or  obligation  to  update  or  revise  any
  forward-looking statements whether as a result of new information, future events
  or otherwise.
  
  Contacts:
  
  Mary Moster
  (847) 518-5147
  
  Fred Spar or Jeremy Fielding
  Kekst and Company
  (212) 521-4800