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
  
                                  September 15, 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 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 completed  assessment,  remediation and testing activities
        with respect to Company-developed mainframe and midrange software.
  
  
           (2)   Vendor Software
  
        The Company has completed all  assessment,  testing  and/or  certification
        activities for vendor software.
  
           (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 has  conducted  testing  and  migration  of its
        trading  partners  to the 4010  standard.  The Company has enabled 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 has assessed 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  prior to
        the end of calendar year 1999.
  
        The Company believes that this subproject is substantially completed.
  
        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 has worked with its landlords to identify
        and minimize potential Year 2000 facility  disruptions.  The Company plans
        to continue facilities contingency planning throught 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 has  responsibility 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  believes  that is has  substantially  completed
        remediation,  mitigation and contingency  planning activities with respect
        to its business units.
  
  3.       Costs
  
  Management  currently  estimates  the total  cost of its Year  2000  remediation
  efforts,  including capital expenditures,  will approximate  $20,000,000 through
  FY2000.  The Company  commenced  its Year 2000  program in 1994 and has expended
  approximately $16,000,000 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
  FY 1999- $6,150,000
  
  The Company further estimates that it may incur  approximately  $3,500,000 in FY
  2000.  The Company may be  required to adjust its  estimates  for 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 2000.
  
  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 1999  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   believes   that  its   information   technology   and   critical
  non-information  technology systems will be substantially 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 units and will continue to update
  these contingency plans throughout 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: September 16, 1999                            by:  /s/ John J. Vosicky
                                                      -------------------
                                                      John J. Vosicky
                                                      Executive Vice President and
                                                      Chief Financial Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8K SUBMISSION", "secsgml_size_bytes": 18041}]
metadata_filer: {"company-data": {"conformed-name": "COMDISCO INC", "cik": "0000722487", "assigned-sic": "7377", "irs-number": "362687938", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-07725", "film-number": "99715409"}, "business-address": {"street1": "6111 N RIVER RD", "city": "ROSEMONT", "state": "IL", "zip": "60018", "phone": "8476983000"}, "mail-address": {"street1": "6111 NOTH RIVER ROAD", "street2": "6111 NOTH RIVER ROAD", "city": "ROSEMONT", "state": "IL", "zip": "60018"}}
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
  
                                  September 15, 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 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 completed  assessment,  remediation and testing activities
        with respect to Company-developed mainframe and midrange software.
  
           (2)   Vendor Software
  
        The Company has completed all  assessment,  testing  and/or  certification
        activities for vendor software.
  
           (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 has  conducted  testing  and  migration  of its
        trading  partners  to the 4010  standard.  The Company has enabled 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 has assessed 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  prior to
        the end of calendar year 1999.
  
        The Company believes that this subproject is substantially completed.
  
        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 has worked with its landlords to identify
        and minimize potential Year 2000 facility  disruptions.  The Company plans
        to continue facilities contingency planning throught 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 has  responsibility 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  believes  that is has  substantially  completed
        remediation,  mitigation and contingency  planning activities with respect
        to its business units.
  
  3.       Costs
  
  Management  currently  estimates  the total  cost of its Year  2000  remediation
  efforts,  including capital expenditures,  will approximate  $20,000,000 through
  FY2000.  The Company  commenced  its Year 2000  program in 1994 and has expended
  approximately $16,000,000 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
  FY 1999- $6,150,000
  
  The Company further estimates that it may incur  approximately  $3,500,000 in FY
  2000.  The Company may be  required to adjust its  estimates  for 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 2000.
  
  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 1999  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   believes   that  its   information   technology   and   critical
  non-information  technology systems will be substantially 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 units and will continue to update
  these contingency plans throughout 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: September 16, 1999                            by:  /s/ John J. Vosicky
                                                      -------------------
                                                      John J. Vosicky
                                                      Executive Vice President and
                                                      Chief Financial Officer