content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                      Filed pursuant to Section 13 or 15(d) of
                         THE SECURITIES EXCHANGE ACT OF 1934
  
                                  January 21, 1997
                           Date of Earliest Event Reported
  
  
  
                                   COMDISCO, INC.
                              (a Delaware Corporation)
                                6111 North River Road
                              Rosemont, Illinois 60018
                              Telephone (708) 698-3000
                            Commission file number 1-7725
                  I.R.S. Employer Identification Number 36-2687938
  
  
  
  
  
  
  
  
  <PAGE>
  
  
  
  
  
  Item 5.  Other Events.
  
  On January 21, 1997, Comdisco announced changes in Board of Directors
  
  Item 7.  Financial Statements and Exhibits
  
  (c)      Exhibits
  
  99       Press Release announcing changes in Board of Directors
  
  <PAGE>
  
  
  
  
  
  SIGNATURES
  
  Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
  registrant  has duly caused this Current  Report on Form 8-K to be signed on its
  behalf by the undersigned hereunto duly authorized.
  
  
  
                                                         COMDISCO, INC.
  
  
  
  Date: January 24, 1997                      by:      /s/ David J. Keenan
                                                       -------------------
                                                       David J. Keenan
                                                       Vice President and
                                                       Corporate Controller
  
  
  
  
  
  <PAGE>
  
  
  Exhibit 99.       Press Release Announcing Results of Operations
  
  
  For Immediate Release
  
  Contact: Mary Moster
                    Comdisco, Inc.
                    847-518-5147
                    mcmoster@comdisco.com
  
  
                  Comdisco Announces Changes in Board of Directors
  
  ROSEMONT,  Ill., January 21, 1997-- At its annual meeting of shareholders today,
  Comdisco,  Inc. (NYSE:CDO) announced that two Chicago-area  executives will join
  its board of directors to fill the terms (until 1999) of two current  directors,
  who have elected to resign from its board.  Following  the  changes,  Comdisco's
  board of directors will continue to have twelve members.
           Joining  the  board  are  Carolyn  L.  Murphy,  president,   Commercial
  Operations,  for the Chicago-based  CNA Insurance  Companies and Harry M. Jansen
  Kraemer  Jr.,  senior  vice  president  and chief  financial  officer  of Baxter
  International  Inc. in Deerfield,  Ill.  Leaving the board are Edward H. Fiedler
  Jr.,  retired  general  attorney and secretary of Comdisco and a director  since
  1969,  and  Basil  ("Bill")  R.  Twist  Jr.,   president,   Champion  Securities
  Corporation and a director since 1982.
           "On behalf of the entire  board,  I would like to thank both Ed Fiedler
  and Bill Twist for their many  contributions  to  Comdisco,"  said Jack  Slevin,
  chairman  and chief  executive  officer.  "They  served  Comdisco  through  many
  exciting,  and sometimes  challenging  periods, and we've benefited greatly from
  their advice and counsel."
           Commenting on the new board members,  Slevin said,  "We're very pleased
  that two  executives of the caliber of Carolyn  Murphy and Harry Kraemer will be
  joining our board.  Harry will  provide a  broad-based  business  and  financial
  perspective,  and  Carolyn  brings  a  strong  background  in  operations  for a
  successful  financial  services  company,  both of which should be invaluable to
  Comdisco as we continue our transition to a technology services company."
           Harry M. Jansen  Kraemer Jr., 42, who joined Baxter in 1982, has served
  in his present  capacity  since  November,  1993. He became a member of Baxter's
  Office of the Chief  Executive in June,  1995, and was appointed to its board of
  directors  in  November,  1995.  In  addition  to his duties as chief  financial
  officer, he is responsible for Baxter's Renal business, I.V. Systems and Medical
  Products business, and its Japanese subsidiary.
           Prior  to  joining  Baxter,  Kraemer  worked  for  Bank of  America  in
  corporate banking and Northwest Industries in planning and business development.
  He is a summa cum laude graduate from Lawrence  University in Wisconsin in 1977,
  holds a master's degree in management from Northwestern University, 1979, and is
  a certified public accountant. In addition to the Baxter and Comdisco boards, he
  is also a member of the board of directors of MedPartners, Inc. and the Highland
  Park Hospital.
           Carolyn L. Murphy,  52, has been in her present  position  with the CNA
  Insurance  Companies  since  May,  1995,  when the  department  was  created  in
  conjunction  with the merger of CNA and Continental  Insurance  Company.  She is
  responsible  for the strategic  direction and  profitability  of all  commercial
  property/casualty operations. Since joining the company in 1977, Murphy has held
  a number of progressively more responsible  positions,  including that of senior
  vice president and chief operating  officer,  Field  Operations  Department from
  1983 to 1995.
           Before she joined CNA,  Murphy was a marketing  manager  with IBM.  She
  earned a bachelor of science  degree from the  College of St.  Francis,  Joliet,
  Ill., in 1965, and a master's degree from the University of Chicago in 1967. She
  is chairman  of the board of  trustees  of College of St.  Francis and is on the
  board of trustees for Children's Memorial Hospital.
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text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                      Filed pursuant to Section 13 or 15(d) of
                         THE SECURITIES EXCHANGE ACT OF 1934
  
                                  January 21, 1997
                           Date of Earliest Event Reported
  
                                   COMDISCO, INC.
                              (a Delaware Corporation)
                                6111 North River Road
                              Rosemont, Illinois 60018
                              Telephone (708) 698-3000
                            Commission file number 1-7725
                  I.R.S. Employer Identification Number 36-2687938
  Item 5.  Other Events.
  
  On January 21, 1997, Comdisco announced changes in Board of Directors
  
  Item 7.  Financial Statements and Exhibits
  
  (c)      Exhibits
  
  99       Press Release announcing changes in Board of Directors
  SIGNATURES
  
  Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
  registrant  has duly caused this Current  Report on Form 8-K to be signed on its
  behalf by the undersigned hereunto duly authorized.
  
                                                         COMDISCO, INC.
  
  Date: January 24, 1997                      by:      /s/ David J. Keenan
                                                       -------------------
                                                       David J. Keenan
                                                       Vice President and
                                                       Corporate Controller
  Exhibit 99.       Press Release Announcing Results of Operations
  
  For Immediate Release
  
  Contact: Mary Moster
                    Comdisco, Inc.
                    847-518-5147
                    mcmoster@comdisco.com
  
                  Comdisco Announces Changes in Board of Directors
  
  ROSEMONT,  Ill., January 21, 1997-- At its annual meeting of shareholders today,
  Comdisco,  Inc. (NYSE:CDO) announced that two Chicago-area  executives will join
  its board of directors to fill the terms (until 1999) of two current  directors,
  who have elected to resign from its board.  Following  the  changes,  Comdisco's
  board of directors will continue to have twelve members.
           Joining  the  board  are  Carolyn  L.  Murphy,  president,   Commercial
  Operations,  for the Chicago-based  CNA Insurance  Companies and Harry M. Jansen
  Kraemer  Jr.,  senior  vice  president  and chief  financial  officer  of Baxter
  International  Inc. in Deerfield,  Ill.  Leaving the board are Edward H. Fiedler
  Jr.,  retired  general  attorney and secretary of Comdisco and a director  since
  1969,  and  Basil  ("Bill")  R.  Twist  Jr.,   president,   Champion  Securities
  Corporation and a director since 1982.
           "On behalf of the entire  board,  I would like to thank both Ed Fiedler
  and Bill Twist for their many  contributions  to  Comdisco,"  said Jack  Slevin,
  chairman  and chief  executive  officer.  "They  served  Comdisco  through  many
  exciting,  and sometimes  challenging  periods, and we've benefited greatly from
  their advice and counsel."
           Commenting on the new board members,  Slevin said,  "We're very pleased
  that two  executives of the caliber of Carolyn  Murphy and Harry Kraemer will be
  joining our board.  Harry will  provide a  broad-based  business  and  financial
  perspective,  and  Carolyn  brings  a  strong  background  in  operations  for a
  successful  financial  services  company,  both of which should be invaluable to
  Comdisco as we continue our transition to a technology services company."
           Harry M. Jansen  Kraemer Jr., 42, who joined Baxter in 1982, has served
  in his present  capacity  since  November,  1993. He became a member of Baxter's
  Office of the Chief  Executive in June,  1995, and was appointed to its board of
  directors  in  November,  1995.  In  addition  to his duties as chief  financial
  officer, he is responsible for Baxter's Renal business, I.V. Systems and Medical
  Products business, and its Japanese subsidiary.
           Prior  to  joining  Baxter,  Kraemer  worked  for  Bank of  America  in
  corporate banking and Northwest Industries in planning and business development.
  He is a summa cum laude graduate from Lawrence  University in Wisconsin in 1977,
  holds a master's degree in management from Northwestern University, 1979, and is
  a certified public accountant. In addition to the Baxter and Comdisco boards, he
  is also a member of the board of directors of MedPartners, Inc. and the Highland
  Park Hospital.
           Carolyn L. Murphy,  52, has been in her present  position  with the CNA
  Insurance  Companies  since  May,  1995,  when the  department  was  created  in
  conjunction  with the merger of CNA and Continental  Insurance  Company.  She is
  responsible  for the strategic  direction and  profitability  of all  commercial
  property/casualty operations. Since joining the company in 1977, Murphy has held
  a number of progressively more responsible  positions,  including that of senior
  vice president and chief operating  officer,  Field  Operations  Department from
  1983 to 1995.
           Before she joined CNA,  Murphy was a marketing  manager  with IBM.  She
  earned a bachelor of science  degree from the  College of St.  Francis,  Joliet,
  Ill., in 1965, and a master's degree from the University of Chicago in 1967. She
  is chairman  of the board of  trustees  of College of St.  Francis and is on the
  board of trustees for Children's Memorial Hospital.