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
  
                                  April 16, 1999
                           Date of Earliest Event Reported
  
  
  
                                   COMDISCO, INC.
                              (a Delaware Corporation)
                                6111 North River Road
                              Rosemont, Illinois 60018
                              Telephone (847) 698-3000
                            Commission file number 1-7725
                  I.R.S. Employer Identification Number 36-2687938
  
  
  
  
  
  
  
                                        -1-
  <PAGE>
  
  
  
  
  
  
  
  
  
  
  Item 5.  Other Events
  
  
  Year 2000
  
  1.       Overview
  
  The  Company  has  implemented  a program to attempt  to assess,  remediate  and
  mitigate  the  potential  impact of "Year 2000" issues  throughout  the Company.
  "Year 2000" issues arise where date-sensitive  software uses two digit year date
  fields,  sorting the year 2000 ("00") before the year 1999 ("99").  As a result,
  these  systems may not process dates beyond 1999,  resulting in data  corruption
  and processing errors and possible system failures.
  
  The  Company's  program has been  structured  to address its  internal  computer
  systems and applications,  facilities,  equipment portfolio,  and continuity and
  network services operations.  This program includes assessment and mitigation of
  Year 2000 issues with respect to information technology and other equipment that
  uses software embedded on computer chips. In addition, the Company is attempting
  to monitor the Year 2000 compliance status of its vendors, suppliers and service
  providers.  The Company believes that it is taking the necessary steps regarding
  Year 2000  compliance with respect to matters within its control to provide that
  Year 2000 issues will not materially impact the Company.  However,  there can be
  no assurance that Year 2000 issues will not adversely affect the Company.
  
  2.       State of Readiness
  
  The Company has organized its Year 2000 project into the following subprojects:
  
        internal information systems;
        customer service delivery capabilities;
        facilities; and
        business unit impact, including third party impact and equipment portfolio
  issues.
  
  The  Company  has  approached  each  subproject  in as many as four  phases,  as
  applicable:  (1) assessment;  (2) remediation;  (3) testing; and (4) contingency
  planning.  "Assessment" summarizes the process of issue and risk identification.
  "Remediation" refers to the process of taking corrective action to best mitigate
  identified  Year 2000 risks.  "Testing" is the process of  validating a specific
  Company   remediation   effort  or  confirming  a  third  party   capability  or
  certification of Year 2000 compliance.  "Contingency planning" is the process by
  which the Company  identifies an alternate course of action and/or procedures in
  the event the Company cannot or fails to remediate or mitigate a known Year 2000
  risk.  The  Company  may not  engage  in  contingency  planning  for  individual
  subproject   components   where   successful  Year  2000  remediation  has  been
  substantially validated through the testing process or other methods.
  
           A.   Internal Information Systems
  
        The Company has organized its internal information systems subproject into
        four  areas:  (1)  Company-developed  applications  software;  (2)  vendor
        applications  software;  (3) electronic data interchange trading partners;
        and (4)  hardware.  The Company has  prioritized  remediation  and testing
        activities  based  upon  the  mission-critical  nature  of the  underlying
        business  function.  The following  summarizes  the current status of this
        subproject:
  
           (1)  Company-developed software
  
         The  Company has nearly  completed  assessment,  remediation  and testing
        activities  with  respect  to  Company-developed  mainframe  and  midrange
        software. The Company anticipates  completing  substantially all remaining
        assessment, remediation, and testing activities by July 31, 1999.
  
        (a)  Mainframe.  The Company has completed  remediation  and testing,  and
        operates  in  its  normal  production  environment,  all  mission-critical
        Company-developed mainframe modules and database records.
  
        (b) AS-400.  The Company has completed all  remediation  and testing,  and
        operates  in  its  normal  production  environment,  all  mission-critical
        Company-developed AS-400 applications.
  
        (c)  Client-Server.  The Company has either  completed all remediation and
        testing activities,  returned into a production environment, or classified
        as obsolete with plans to  discontinue  usage prior to January 1, 2000, 85
        of 101 Company-developed client-server applications.
  
           (2)   Vendor Software
  
        The Company has identified  258 vendor  software  packages  throughout the
        Company. Forty six (46) of those software packages have been classified as
        obsolete  and the Company will  discontinue  their use prior to January 1,
        2000.  The Company has either  converted or had the vendor certify as Year
        2000  compliant 186  additional  software  packages.  The Company plans to
        complete all  assessment,  testing  and/or  certification  activities  for
        vendor software by June 30, 1999.
  
           (3)   Electronic Data Interchange
  
        Electronic data interchange ("EDI") involves the electronic  communication
        and exchange of  information  by two companies in  accordance  with agreed
        upon protocols. A Year 2000 problem can arise where either trading partner
        does not utilize Year 2000-compliant  protocols or standards.  The Company
        completed  development  enabling the Year 2000-compliant 4010 EDI standard
        on December 31, 1998. The Company has sent out two mailings to all its EDI
        trading  partners to survey trading partner EDI Year 2000 compliance plans
        and requesting that the trading partners  schedule  compatibility  testing
        during 1999.  The Company  plans to conduct  testing and  migration of its
        trading partners to the 4010 standard throughout 1999. The Company intends
        to enable its EDI systems to accept both the 4010 standard and the current
        non-compliant  EDI  standard  to  minimize  potential  disruptions  in the
        exchange of information.
  
           (4)   Hardware
  
        The Company has completed its Year 2000  assessment of all internally used
        and  centrally   maintained   hardware,   including   desktop   computers.
        Replacement of non-compliant  hardware will occur throughout 1999. As part
        of the business unit impact  subproject,  the Company will assess hardware
        and other equipment that is not centrally maintained.
  
       B.   Customer Service Delivery Capabilities
  
      The Company commenced assessment of Year 2000 issues in conjunction with its
      business continuity services in April 1996 and network services during 1998.
      This subproject includes:
  
                 assessing the Year 2000 readiness status and compliance plans for
                backup recovery equipment,  infrastructure equipment, and software
                used in the Company's recovery centers;
                 testing backup recovery and infrastructure  equipment to validate
                Year 2000 readiness and document progress on a periodic basis.
  
      The business  continuity  component of the  subproject has been organized by
      customer product line: (i) mainframe; (ii) midrange; (iii) customer network;
      (iv) internal network; (v) workarea;  and (vi) trading floor. The Company is
      separately  examining the Year 2000 readiness for the Company's  thirty nine
      (39)  business  continuity  service  facilities  including   infrastructure,
      security  systems,  fire  suppression,  electrical  and key  utilities.  The
      hardware  supporting  customer  subscriptions has generally been found to be
      Year 2000 capable,  if maintained at current  firmware  release levels.  All
      critical  systems  supplied  to  customers  can be made Year 2000  compliant
      according to manufacturer's specifications.
  
      The Company  anticipates this subproject will be substantially  completed by
  July 1, 1999.
  
        C.   Facilities
  
      The  Company  has  completed  a  preliminary  assessment  of its general and
      service delivery  facilities.  This subproject  includes  examination of the
      Company's  leased and owned  facilities  Year 2000  readiness,  including an
      assessment of infrastructure equipment, such as elevators, security and HVAC
      systems,  and critical service provider readiness issues,  including utility
      providers.  The Company will continue to work with its landlords  throughout
      1999 to identify and minimize potential Year 2000 facility disruptions.  The
      Company plans to continue facilities  contingency  planning during the first
      half of calendar year 1999.
  
        D.   Business Units
  
      The Company has  substantially  completed an  assessment of Year 2000 issues
      within each of its internal  business units. Each business unit has assessed
      the  impact  of Year  2000  issues  upon that  business  unit's  operational
      capabilities. Each group will attempt to remediate or otherwise mitigate the
      impact of Year 2000 issues in the following  areas:  (1) software,  hardware
      and  equipment  outside  the  scope  of  the  information  systems  project,
      including impact upon portfolio value; (2) mission critical vendors; and (3)
      purchasing and other contractual processes and procedures. The Company plans
      to  substantially   complete  remediation,   mitigation  and/or  contingency
      planning activities by June 30, 1999.
  
  3.       Costs
  
  Management  currently  estimates  the total  cost of its Year  2000  remediation
  efforts,  including capital expenditures,  will approximate  $21,000,000 through
  FY2000.  The Company  commenced  its Year 2000  program in 1994 and has expended
  approximately $10,000,000 to date as follows:
  
  FY 1994- Less than $ 100,000
  FY 1995- $2,030,000
  FY 1996- $1,628,000
  FY 1997- $2,790,000
  FY 1998- $3,420,000
  
  Management  believes that it will incur  approximately  $9,000,000 in connection
  with its Year 2000  remediation  efforts during fiscal year 1999.  Approximately
  $6,250,000  of the FY 1999  estimate has been  allocated to the  replacement  of
  identified  Year  2000  non-compliant  hardware,   software  and  infrastructure
  equipment.  The  Company  further  estimates  that  it may  incur  approximately
  $2,000,000  in FY 2000.  The Company may be required to adjust its estimates for
  FY 1999 and/or FY 2000 if the Company incurs unanticipated personnel costs, must
  replace  or  accelerate  replacement  or  upgrade  of  equipment,   systems  and
  applications software as a result of Year 2000 non-compliance, or as a result of
  other currently unidentified expenses or costs associated with Year 2000 risks.
  
  The Company's Year 2000 expenditures and estimates include costs associated with
  the Company's outside consultants and contractors, internal personnel resources,
  and hardware,  software and equipment  replacement and upgrades  attributable to
  the Company's Year 2000 efforts.
  
  The Company's allocation of personnel resources to the Year 2000 project has not
  resulted in the deferral of any significant information technology projects. The
  Company  believes  that the Year 2000  costs  incurred  in  connection  with the
  internal information systems subproject will not exceed ten percent (10%) of the
  Company's information technology group budget during FY 1999.
  
  4.       Risks
  
  Management  believes  that the  Company's  information  technology  and embedded
  systems  will be  substantially  Year 2000  compliant  prior to January 1, 2000,
  meaning they will be able to accurately  process  date/time data  (including but
  not limited to, calculating,  composing,  and sequencing) from, into and between
  the twentieth and twenty-first centuries,  and the year 1999 and 2000, including
  leap year  calculations.  Nevertheless,  the Company  believes  that it may face
  potential  Year  2000-related   risk  in  several  areas,   given  the  inherent
  uncertainty  in any  assessment  or  remediation  relating to Year 2000  issues,
  including the following:
  
  The Company may encounter Year 2000 risk as a result of the failure of equipment
  leased, sold and/or refurbished, or software licensed, by the Company to be Year
  2000  compliant.  The Company may face claims from customers and their end users
  arising  in  connection  with  bodily  injury,   property  damage  and  business
  interruption  as a result  of a Year  2000  failure  in  equipment  or  software
  provided  by the  Company.  Based on the  Company's  standard  lease and license
  agreements,  the Company  believes  that it would not be liable for such claims.
  However,  there can be no assurance that such claims will not be brought against
  the Company.
  
  Year 2000 issues may have an impact on the  Company's  estimates  of fair market
  value at lease  termination,  commonly  referred  to as  "residual"  value,  for
  equipment leased to customers for which the manufacturer does not make available
  a Year  2000  compliance  upgrade  path or in the event an  available  Year 2000
  upgrade  is cost  prohibitive  relative  to the market  value of the  equipment.
  Although the Company still is evaluating potential Year 2000 residual risks, the
  Company does not believe that the amounts the Company  will  ultimately  realize
  would differ  materially  from the estimated  residual  amounts  recorded in the
  Company's financial statements as a result of Year 2000 issues.
  
  The Company may experience  intermittent  business  interruption to its internal
  operations  and  service  delivery  capability  as a  result  of  the  Company's
  suppliers,  vendors,  service  providers,  business  partners  and/or  customers
  failing to  successfully  address their own Year 2000 issues.  While the Company
  exercises no control over such third  parties,  the Company's  Year 2000 project
  plan  includes a survey  assessment  of  critical  third  parties  response  and
  remediation  plans to identify Year 2000 issues within such  companies and their
  potential impact upon the Company. The Company has no significant  concentration
  of revenue with any single or group of  customers.  Revenue  from the  Company's
  largest  customer  in 1998  does not  exceed  2% of  Comdisco's  total  revenue.
  However,  if a large number of the Company's major customers encounter operating
  problems due to Year 2000 issues that  results in their  inability to meet their
  obligations,  including  payment  obligations,  the  Company  may  experience  a
  material impact due to higher credit losses and lower income.
  
  Some  commentators  believe that a significant  amount of litigation  will arise
  from Year 2000 issues. Notwithstanding the Company's belief that its information
  technology  and critical  non-information  technology  systems will be Year 2000
  compliant in all material respects by January 1, 2000, there can be no assurance
  that  third  parties  will  not  assert  claims  based on Year  2000  compliance
  standards  other than  those  articulated  by the  Company.  Further,  given the
  uncertainty  inherent in any assessment of the potential Year 2000 issues, third
  parties may assert  claims  against  the  Company  based on Year 2000 issues not
  currently anticipated by the Company.
  
  The Year 2000 issue also presents a number of other risks and uncertainties that
  could affect the Company,  including utilities and telecommunications  failures,
  the lack of personnel  skilled in the  resolution  of Year 2000 issues,  and the
  nature of government  responses to the issues,  among others.  While the Company
  continues to believe that the Year 2000 matters  discussed above will not have a
  material impact on its business,  financial  condition or results of operations,
  it remains uncertain whether or to what extent the Company may be affected.
  
  5.       Contingency Planning
  
  The Company currently  anticipates that its information  technology and critical
  non-information  technology  systems will be Year 2000 compliant in all material
  respects by January 1, 2000. This assessment is based upon the current readiness
  of a  substantial  majority  of  the  information  technology  systems  and  the
  Company's assessed degree of difficulty associated with completing the remainder
  of its Year 2000 program.  The Company has  developed and maintains  contingency
  plans for its business continuity operations.
  
  The remaining  business  units have not yet undertaken  substantial  contingency
  planning  efforts in connection with Year 2000 risks. As necessary,  the Company
  will  evaluate  the need for, and commence  comprehensive  contingency  planning
  within the identified business units to address Year 2000 risks during the first
  half of calendar year 1999.
  
  This  document  contains  historical  information,  as well  as  forward-looking
  statements  within the meaning of the "safe  harbor"  provisions  of the Private
  Securities Litigation Reform Act of 1995. The Company's statements regarding the
  Company's  expectations  with respect to its Company's  plans and objectives for
  assessment and remediation of Year 2000 issues; the anticipated costs associated
  with assessment,  remediation and testing;  the dates by which such efforts will
  be accomplished; the Company's contingency plans; and the Company's expectations
  with  respect  to its  operations  at Year 2000 are based on  management's  best
  current  estimates,  which were derived  utilizing  numerous  assumptions  about
  future  events,  including  the  continued  availability  of certain  resources,
  representations  received from third parties and other factors.  However,  there
  can be no guarantee that these  estimates  will be achieved,  and actual results
  could differ  materially  from those  anticipated.  Specific  factors that might
  cause such material  differences include, but are not limited to, the ability to
  identify and remediate all relevant  information  technology and  noninformation
  technology  systems,  results  of Year 2000  testing,  the  nature and amount of
  programming required to fix affected systems, the costs of labor and consultants
  related to such efforts,  adequate  resolution of Year 2000 issues by businesses
  and other third parties who are service providers,  suppliers, business partners
  or customers of the Company, unanticipated system costs, and the adequacy of and
  ability to develop and implement contingency plans and similar uncertainties.
   .
  The Year 2000  statements  set forth above are  designated  "Year 2000 Readiness
  Disclosures"  pursuant to the Year 2000 Information and Readiness Disclosure Act
  (P.L. 105-271).
  
  <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: April 16, 1999                                by:  /s/ John J. Vosicky
                                                      -------------------
                                                      John J. Vosicky
                                                      Executive Vice President and
                                                      Chief Financial Officer
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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
  
                                  April 16, 1999
                           Date of Earliest Event Reported
  
                                   COMDISCO, INC.
                              (a Delaware Corporation)
                                6111 North River Road
                              Rosemont, Illinois 60018
                              Telephone (847) 698-3000
                            Commission file number 1-7725
                  I.R.S. Employer Identification Number 36-2687938
  
                                        -1-
  Item 5.  Other Events
  
  Year 2000
  
  1.       Overview
  
  The  Company  has  implemented  a program to attempt  to assess,  remediate  and
  mitigate  the  potential  impact of "Year 2000" issues  throughout  the Company.
  "Year 2000" issues arise where date-sensitive  software uses two digit year date
  fields,  sorting the year 2000 ("00") before the year 1999 ("99").  As a result,
  these  systems may not process dates beyond 1999,  resulting in data  corruption
  and processing errors and possible system failures.
  
  The  Company's  program has been  structured  to address its  internal  computer
  systems and applications,  facilities,  equipment portfolio,  and continuity and
  network services operations.  This program includes assessment and mitigation of
  Year 2000 issues with respect to information technology and other equipment that
  uses software embedded on computer chips. In addition, the Company is attempting
  to monitor the Year 2000 compliance status of its vendors, suppliers and service
  providers.  The Company believes that it is taking the necessary steps regarding
  Year 2000  compliance with respect to matters within its control to provide that
  Year 2000 issues will not materially impact the Company.  However,  there can be
  no assurance that Year 2000 issues will not adversely affect the Company.
  
  2.       State of Readiness
  
  The Company has organized its Year 2000 project into the following subprojects:
  
        internal information systems;
        customer service delivery capabilities;
        facilities; and
        business unit impact, including third party impact and equipment portfolio
  issues.
  
  The  Company  has  approached  each  subproject  in as many as four  phases,  as
  applicable:  (1) assessment;  (2) remediation;  (3) testing; and (4) contingency
  planning.  "Assessment" summarizes the process of issue and risk identification.
  "Remediation" refers to the process of taking corrective action to best mitigate
  identified  Year 2000 risks.  "Testing" is the process of  validating a specific
  Company   remediation   effort  or  confirming  a  third  party   capability  or
  certification of Year 2000 compliance.  "Contingency planning" is the process by
  which the Company  identifies an alternate course of action and/or procedures in
  the event the Company cannot or fails to remediate or mitigate a known Year 2000
  risk.  The  Company  may not  engage  in  contingency  planning  for  individual
  subproject   components   where   successful  Year  2000  remediation  has  been
  substantially validated through the testing process or other methods.
  
           A.   Internal Information Systems
  
        The Company has organized its internal information systems subproject into
        four  areas:  (1)  Company-developed  applications  software;  (2)  vendor
        applications  software;  (3) electronic data interchange trading partners;
        and (4)  hardware.  The Company has  prioritized  remediation  and testing
        activities  based  upon  the  mission-critical  nature  of the  underlying
        business  function.  The following  summarizes  the current status of this
        subproject:
  
           (1)  Company-developed software
  
         The  Company has nearly  completed  assessment,  remediation  and testing
        activities  with  respect  to  Company-developed  mainframe  and  midrange
        software. The Company anticipates  completing  substantially all remaining
        assessment, remediation, and testing activities by July 31, 1999.
  
        (a)  Mainframe.  The Company has completed  remediation  and testing,  and
        operates  in  its  normal  production  environment,  all  mission-critical
        Company-developed mainframe modules and database records.
  
        (b) AS-400.  The Company has completed all  remediation  and testing,  and
        operates  in  its  normal  production  environment,  all  mission-critical
        Company-developed AS-400 applications.
  
        (c)  Client-Server.  The Company has either  completed all remediation and
        testing activities,  returned into a production environment, or classified
        as obsolete with plans to  discontinue  usage prior to January 1, 2000, 85
        of 101 Company-developed client-server applications.
  
           (2)   Vendor Software
  
        The Company has identified  258 vendor  software  packages  throughout the
        Company. Forty six (46) of those software packages have been classified as
        obsolete  and the Company will  discontinue  their use prior to January 1,
        2000.  The Company has either  converted or had the vendor certify as Year
        2000  compliant 186  additional  software  packages.  The Company plans to
        complete all  assessment,  testing  and/or  certification  activities  for
        vendor software by June 30, 1999.
  
           (3)   Electronic Data Interchange
  
        Electronic data interchange ("EDI") involves the electronic  communication
        and exchange of  information  by two companies in  accordance  with agreed
        upon protocols. A Year 2000 problem can arise where either trading partner
        does not utilize Year 2000-compliant  protocols or standards.  The Company
        completed  development  enabling the Year 2000-compliant 4010 EDI standard
        on December 31, 1998. The Company has sent out two mailings to all its EDI
        trading  partners to survey trading partner EDI Year 2000 compliance plans
        and requesting that the trading partners  schedule  compatibility  testing
        during 1999.  The Company  plans to conduct  testing and  migration of its
        trading partners to the 4010 standard throughout 1999. The Company intends
        to enable its EDI systems to accept both the 4010 standard and the current
        non-compliant  EDI  standard  to  minimize  potential  disruptions  in the
        exchange of information.
  
           (4)   Hardware
  
        The Company has completed its Year 2000  assessment of all internally used
        and  centrally   maintained   hardware,   including   desktop   computers.
        Replacement of non-compliant  hardware will occur throughout 1999. As part
        of the business unit impact  subproject,  the Company will assess hardware
        and other equipment that is not centrally maintained.
  
       B.   Customer Service Delivery Capabilities
  
      The Company commenced assessment of Year 2000 issues in conjunction with its
      business continuity services in April 1996 and network services during 1998.
      This subproject includes:
  
                 assessing the Year 2000 readiness status and compliance plans for
                backup recovery equipment,  infrastructure equipment, and software
                used in the Company's recovery centers;
                 testing backup recovery and infrastructure  equipment to validate
                Year 2000 readiness and document progress on a periodic basis.
  
      The business  continuity  component of the  subproject has been organized by
      customer product line: (i) mainframe; (ii) midrange; (iii) customer network;
      (iv) internal network; (v) workarea;  and (vi) trading floor. The Company is
      separately  examining the Year 2000 readiness for the Company's  thirty nine
      (39)  business  continuity  service  facilities  including   infrastructure,
      security  systems,  fire  suppression,  electrical  and key  utilities.  The
      hardware  supporting  customer  subscriptions has generally been found to be
      Year 2000 capable,  if maintained at current  firmware  release levels.  All
      critical  systems  supplied  to  customers  can be made Year 2000  compliant
      according to manufacturer's specifications.
  
      The Company  anticipates this subproject will be substantially  completed by
  July 1, 1999.
  
        C.   Facilities
  
      The  Company  has  completed  a  preliminary  assessment  of its general and
      service delivery  facilities.  This subproject  includes  examination of the
      Company's  leased and owned  facilities  Year 2000  readiness,  including an
      assessment of infrastructure equipment, such as elevators, security and HVAC
      systems,  and critical service provider readiness issues,  including utility
      providers.  The Company will continue to work with its landlords  throughout
      1999 to identify and minimize potential Year 2000 facility disruptions.  The
      Company plans to continue facilities  contingency  planning during the first
      half of calendar year 1999.
  
        D.   Business Units
  
      The Company has  substantially  completed an  assessment of Year 2000 issues
      within each of its internal  business units. Each business unit has assessed
      the  impact  of Year  2000  issues  upon that  business  unit's  operational
      capabilities. Each group will attempt to remediate or otherwise mitigate the
      impact of Year 2000 issues in the following  areas:  (1) software,  hardware
      and  equipment  outside  the  scope  of  the  information  systems  project,
      including impact upon portfolio value; (2) mission critical vendors; and (3)
      purchasing and other contractual processes and procedures. The Company plans
      to  substantially   complete  remediation,   mitigation  and/or  contingency
      planning activities by June 30, 1999.
  
  3.       Costs
  
  Management  currently  estimates  the total  cost of its Year  2000  remediation
  efforts,  including capital expenditures,  will approximate  $21,000,000 through
  FY2000.  The Company  commenced  its Year 2000  program in 1994 and has expended
  approximately $10,000,000 to date as follows:
  
  FY 1994- Less than $ 100,000
  FY 1995- $2,030,000
  FY 1996- $1,628,000
  FY 1997- $2,790,000
  FY 1998- $3,420,000
  
  Management  believes that it will incur  approximately  $9,000,000 in connection
  with its Year 2000  remediation  efforts during fiscal year 1999.  Approximately
  $6,250,000  of the FY 1999  estimate has been  allocated to the  replacement  of
  identified  Year  2000  non-compliant  hardware,   software  and  infrastructure
  equipment.  The  Company  further  estimates  that  it may  incur  approximately
  $2,000,000  in FY 2000.  The Company may be required to adjust its estimates for
  FY 1999 and/or FY 2000 if the Company incurs unanticipated personnel costs, must
  replace  or  accelerate  replacement  or  upgrade  of  equipment,   systems  and
  applications software as a result of Year 2000 non-compliance, or as a result of
  other currently unidentified expenses or costs associated with Year 2000 risks.
  
  The Company's Year 2000 expenditures and estimates include costs associated with
  the Company's outside consultants and contractors, internal personnel resources,
  and hardware,  software and equipment  replacement and upgrades  attributable to
  the Company's Year 2000 efforts.
  
  The Company's allocation of personnel resources to the Year 2000 project has not
  resulted in the deferral of any significant information technology projects. The
  Company  believes  that the Year 2000  costs  incurred  in  connection  with the
  internal information systems subproject will not exceed ten percent (10%) of the
  Company's information technology group budget during FY 1999.
  
  4.       Risks
  
  Management  believes  that the  Company's  information  technology  and embedded
  systems  will be  substantially  Year 2000  compliant  prior to January 1, 2000,
  meaning they will be able to accurately  process  date/time data  (including but
  not limited to, calculating,  composing,  and sequencing) from, into and between
  the twentieth and twenty-first centuries,  and the year 1999 and 2000, including
  leap year  calculations.  Nevertheless,  the Company  believes  that it may face
  potential  Year  2000-related   risk  in  several  areas,   given  the  inherent
  uncertainty  in any  assessment  or  remediation  relating to Year 2000  issues,
  including the following:
  
  The Company may encounter Year 2000 risk as a result of the failure of equipment
  leased, sold and/or refurbished, or software licensed, by the Company to be Year
  2000  compliant.  The Company may face claims from customers and their end users
  arising  in  connection  with  bodily  injury,   property  damage  and  business
  interruption  as a result  of a Year  2000  failure  in  equipment  or  software
  provided  by the  Company.  Based on the  Company's  standard  lease and license
  agreements,  the Company  believes  that it would not be liable for such claims.
  However,  there can be no assurance that such claims will not be brought against
  the Company.
  
  Year 2000 issues may have an impact on the  Company's  estimates  of fair market
  value at lease  termination,  commonly  referred  to as  "residual"  value,  for
  equipment leased to customers for which the manufacturer does not make available
  a Year  2000  compliance  upgrade  path or in the event an  available  Year 2000
  upgrade  is cost  prohibitive  relative  to the market  value of the  equipment.
  Although the Company still is evaluating potential Year 2000 residual risks, the
  Company does not believe that the amounts the Company  will  ultimately  realize
  would differ  materially  from the estimated  residual  amounts  recorded in the
  Company's financial statements as a result of Year 2000 issues.
  
  The Company may experience  intermittent  business  interruption to its internal
  operations  and  service  delivery  capability  as a  result  of  the  Company's
  suppliers,  vendors,  service  providers,  business  partners  and/or  customers
  failing to  successfully  address their own Year 2000 issues.  While the Company
  exercises no control over such third  parties,  the Company's  Year 2000 project
  plan  includes a survey  assessment  of  critical  third  parties  response  and
  remediation  plans to identify Year 2000 issues within such  companies and their
  potential impact upon the Company. The Company has no significant  concentration
  of revenue with any single or group of  customers.  Revenue  from the  Company's
  largest  customer  in 1998  does not  exceed  2% of  Comdisco's  total  revenue.
  However,  if a large number of the Company's major customers encounter operating
  problems due to Year 2000 issues that  results in their  inability to meet their
  obligations,  including  payment  obligations,  the  Company  may  experience  a
  material impact due to higher credit losses and lower income.
  
  Some  commentators  believe that a significant  amount of litigation  will arise
  from Year 2000 issues. Notwithstanding the Company's belief that its information
  technology  and critical  non-information  technology  systems will be Year 2000
  compliant in all material respects by January 1, 2000, there can be no assurance
  that  third  parties  will  not  assert  claims  based on Year  2000  compliance
  standards  other than  those  articulated  by the  Company.  Further,  given the
  uncertainty  inherent in any assessment of the potential Year 2000 issues, third
  parties may assert  claims  against  the  Company  based on Year 2000 issues not
  currently anticipated by the Company.
  
  The Year 2000 issue also presents a number of other risks and uncertainties that
  could affect the Company,  including utilities and telecommunications  failures,
  the lack of personnel  skilled in the  resolution  of Year 2000 issues,  and the
  nature of government  responses to the issues,  among others.  While the Company
  continues to believe that the Year 2000 matters  discussed above will not have a
  material impact on its business,  financial  condition or results of operations,
  it remains uncertain whether or to what extent the Company may be affected.
  
  5.       Contingency Planning
  
  The Company currently  anticipates that its information  technology and critical
  non-information  technology  systems will be Year 2000 compliant in all material
  respects by January 1, 2000. This assessment is based upon the current readiness
  of a  substantial  majority  of  the  information  technology  systems  and  the
  Company's assessed degree of difficulty associated with completing the remainder
  of its Year 2000 program.  The Company has  developed and maintains  contingency
  plans for its business continuity operations.
  
  The remaining  business  units have not yet undertaken  substantial  contingency
  planning  efforts in connection with Year 2000 risks. As necessary,  the Company
  will  evaluate  the need for, and commence  comprehensive  contingency  planning
  within the identified business units to address Year 2000 risks during the first
  half of calendar year 1999.
  
  This  document  contains  historical  information,  as well  as  forward-looking
  statements  within the meaning of the "safe  harbor"  provisions  of the Private
  Securities Litigation Reform Act of 1995. The Company's statements regarding the
  Company's  expectations  with respect to its Company's  plans and objectives for
  assessment and remediation of Year 2000 issues; the anticipated costs associated
  with assessment,  remediation and testing;  the dates by which such efforts will
  be accomplished; the Company's contingency plans; and the Company's expectations
  with  respect  to its  operations  at Year 2000 are based on  management's  best
  current  estimates,  which were derived  utilizing  numerous  assumptions  about
  future  events,  including  the  continued  availability  of certain  resources,
  representations  received from third parties and other factors.  However,  there
  can be no guarantee that these  estimates  will be achieved,  and actual results
  could differ  materially  from those  anticipated.  Specific  factors that might
  cause such material  differences include, but are not limited to, the ability to
  identify and remediate all relevant  information  technology and  noninformation
  technology  systems,  results  of Year 2000  testing,  the  nature and amount of
  programming required to fix affected systems, the costs of labor and consultants
  related to such efforts,  adequate  resolution of Year 2000 issues by businesses
  and other third parties who are service providers,  suppliers, business partners
  or customers of the Company, unanticipated system costs, and the adequacy of and
  ability to develop and implement contingency plans and similar uncertainties.
   .
  The Year 2000  statements  set forth above are  designated  "Year 2000 Readiness
  Disclosures"  pursuant to the Year 2000 Information and Readiness Disclosure Act
  (P.L. 105-271).
  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: April 16, 1999                                by:  /s/ John J. Vosicky
                                                      -------------------
                                                      John J. Vosicky
                                                      Executive Vice President and
                                                      Chief Financial Officer