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: April 24, 2002
  
                                   COMDISCO, INC.
                               (Debtor-In-Possession)
                             DELAWARE 1-7725 36-2687938
                   6111 NORTH RIVER ROAD, ROSEMONT, ILLINOIS 60018
                                   (847) 698-3000
  
  
  
  
                                         -1-
  
  
  <PAGE>
  
  Item 2.  Acquisition or Disposition of Assets
  
  On January 24, 2002,  the  Bankruptcy  Court  approved the sale of the Company's
  Electronics  and Laboratory and Scientific  leased  equipment  assets to General
  Electric Capital's Commercial Equipment Financing unit (the "Buyer").  The Buyer
  agreed to pay the Company  approximately  $665 million,  with future  contingent
  payments based on various  portfolio  performance  criteria.  The  consideration
  includes the assumption of related  secured debt. On April 24, 2002, the Company
  and the  Buyer  completed  a first  closing  on the sale of  approximately  $794
  million  of  assets,  or  approximately  81% of the  Company's  Electronics  and
  Laboratory  and  Scientific  net leased  assets at March 31,  2002.  The Company
  received approximately $548 million for the sale of these assets, which includes
  the assumption of approximately $258 million of related secured debt. Additional
  related  aspects of the  transaction  are expected to be completed by the end of
  May 2002.
  
  
  Item 7.   Financial Statements and Exhibits.
  
  (a)   Financial Statements of Businesses Acquired
  
        Not applicable.
  
  (b)   Pro Forma Financial Information
  
                                   COMDISCO, INC.
                      UNAUDITED PRO FORMA FINANCIAL INFORMATION
  
  The following unaudited pro forma financial  information reflects adjustments to
  the historical  consolidated  balance sheet and statements of earnings (loss) of
  the  Company  to give  effect  to the  sale  of the  Company's  Electronics  and
  Laboratory  and  Scientific   equipment  leasing   businesses  to  GE  Capital's
  Commercial Equipment Financing Unit (the "Buyer").  The sale was approved by the
  Bankruptcy Court on January 24, 2002, with an expected closing date of March 31,
  2002. In accordance  with Statement of Financial  Accounting  Standards No. 121,
  "Accounting for the Impairment of Long-Lived  Assets and Long-Lived Assets to be
  Disposed  Of," the  Company  recorded  a pre-tax  charge of $250  million  ($189
  million after-tax, or $1.25 per share, after-tax) in the first quarter of fiscal
  2002 to reduce  cost in excess of fair value to reflect the  difference  between
  the carrying value and estimated  proceeds from the sale. On April 24, 2002, the
  Company  and the Buyer  completed a first  closing on the sale of  approximately
  $794 million of assets,  or approximately  81% of the Company's  Electronics and
  Laboratory  and Scientific net leased assets at March 31, 2002. A second closing
  at which  additional  assets of the  Electronics  and  Laboratory and Scientific
  assets may be sold to Buyer is expected to occur by May 31, 2002.  The unaudited
  pro  forma  consolidated  statements  of  earnings  (loss)  for the  year  ended
  September 30, 2001 and for the  three-month  period ended December 31, 2001 give
  pro forma effect to the sale and related pro forma accounting  adjustments as if
  the sale of all of the assets had occurred on October 1, 2000,  the beginning of
  the  Company's  fiscal year 2001,  and on October 1, 2001,  the beginning of the
  Company's fiscal year 2002,  respectively.  The unaudited pro forma consolidated
  balance  sheet as of December  31,  2001 gives pro forma  effect to the sale and
  related pro forma accounting adjustments as if the sale had occurred on December
  31, 2001.  The pro forma  adjustments  relating to the sale are described in the
  notes to the unaudited pro forma consolidated financial information.
  
  The following unaudited pro forma financial  information has been prepared based
  upon  available  information  that the  Company  believes is  reasonable  in the
  circumstances.  In the opinion of the management of the Company, all adjustments
  necessary  to a fair  statement  of the  results for the  unaudited  three-month
  interim period have been made. This unaudited pro forma  consolidated  financial
  information  should  be read in  conjunction  with  the  consolidated  financial
  statements and related footnotes included in the Company's Annual Report on Form
  10-K for the year ended September 30, 2001  and the Company's  Quarterly  Report
  on Form 10-Q for the quarter ended  December 31, 2001.  The following  unaudited
  pro forma financial  information is presented for illustrative purposes only and
  is not necessarily indicative of the financial position or results of operations
  that  would  have been  obtained  had the sale  actually  occurred  on the dates
  assumed,  nor is it necessarily  indicative of the future financial  position or
  future operating results of the Company.
  
  The following  unaudited pro forma financial  information is attached as part of
  this report:
  
                Unaudited Pro Forma Consolidated Statement  of  Operations for the
                Year Ended September 30, 2001.
  
                Unaudited Pro Forma Consolidated Statement  of  Operations for the
                Three Months Ended December 31, 2001.
  
                Unaudited Pro Forma Consolidated Balance Sheet as of
                December 31, 2001.
  
                Notes to Unaudited Pro Forma Consolidated Financial Information.
  
                                        -2-
  <PAGE>
  
  
  
  
  COMDISCO, INC.
  Unaudited Pro Forma Consolidated Statement of Operations
  For The Year Ended September 30, 2001
  (In Millions, Except per Share Data)
  
  <TABLE>
  <CAPTION>
  
  
                                                             Historical             Pro forma
                                                           Comdisco, Inc.   Adjustments (a)  As Adjusted
                                                           --------------   -----------    ------------
  <S>                                                     <C>              <C>           <C>
  Revenue
    Leasing
       Operating ........................................   $ 1,500         $ (422)        $ 1,078
       Direct financing .................................       170            (32)            138
       Sales-type .......................................       136            (24)            112
                                                            -------         -------        -------
         Total leasing ..................................     1,806            (478)         1,328
  
  
    Equipment sales .....................................       311           (112)            199
    Technology services .................................       135                            135
    Other ...............................................       454             (2)            452
                                                            -------         -------        -------
      Total revenue .....................................     2,706           (592)          2,114
  
  Costs and expenses
    Leasing
       Operating ........................................     1,202           (320)            882
       Sales-type .......................................       101            (15)             86
                                                            -------         -------        -------
         Total leasing ..................................     1,303           (335)            968
  
    Equipment sales .....................................       265           (112)            153
    Technology services .................................       129                            129
    Selling, general and administrative .................       327            (66)            261
    Write-down of equity securities .....................       129                            129
    Bad debt expense ....................................       510            (36)            474
    Interest (total contractual interest of $404)........       354            (86)            268
    Reorganization items ................................        34            --               34
                                                            -------         -------         -------
      Total costs and expenses ..........................     3,051           (635)          2,416
  
  Loss from continuing operations before income taxes          (345)            43            (302)
  Income tax benefit ....................................      (134)            17 (b)        (117)
                                                            -------         -------         -------
  Loss from continuing operations .......................      (211)            26            (185)
  Loss from discontinued operations, net of tax .........      (63)                            (63)
                                                            -------         -------         -------
  Loss before cumulative effect of change in accounting
   principle ...........................................       (274)            26            (248)
  Cumulative effect of change in accounting principle,
   net of tax ..........................................          2                              2
                                                            -------         -------         -------
  
  Net loss  ............................................   $   (272)        $   26         $  (246)
                                                            =======         =======         =======
  
  Basic earnings (loss) per common share:
         Earnings from continuing operations ............   $ (1.40)                         $(1.23)
         Loss from discontinued operations ..............      (.41)                           (.41)
         Cumulative change in  accounting principle .....       .01                             .01
                                                            -------                         -------
         Net loss            ............................   $ (1.80)                        $ (1.63)
                                                            =======                         =======
  
  Dilute earnings (loss) per common share:
         Earnings from continuing operations ............   $ (1.40)                         $(1.23)
         Loss from discontinued operations ..............      (.41)                           (.41)
         Cumulative change in  accounting principle .....       .01                             .01
                                                            -------                         -------
         Net loss            ............................   $ (1.80)                        $ (1.63)
                                                            =======                         =======
  
  Common shares outstanding:
        Average common shares outstanding--basic ........       152                             152
                                                            =======                         =======
        Average common shares outstanding--diluted ......       153                             153
                                                            =======                         =======
  
  See Notes to Unaudited Pro Forma Consolidated Financial Information
  
  </TABLE>
                                        -3-
  <page>
  
  COMDISCO, INC.
  Unaudited Pro Forma Consolidated Statement of Operations
  For The Three Months Ended December 31, 2001
  (In Millions, Except per Share Data)
  <TABLE>
  <CAPTION>
  
  
                                                             Historical             Pro forma
                                                           Comdisco, Inc.   Adjustments (a) As Adjusted
                                                           --------------   -----------    ------------
  <S>                                                     <C>              <C>           <C>
  Revenue
    Leasing
      Operating .........................................   $  317           $ (103)           $ 214
       Direct financing .................................       35               (6)              29
       Sales-type .......................................        9               (4)               5
                                                            -------          -------         -------
         Total leasing ..................................      361             (113)             248
  
  
    Equipment sales .....................................       98              (54)              44
    Technology services ..................................      24               --               24
    Other ................................................      13               (2)              11
                                                            -------          -------         -------
      Total revenue ......................................     496             (169)             327
  
  Costs and expenses
    Leasing
       Operating .........................................     255              (79)             176
       Sales-type ........................................       8               (3)               5
                                                            -------          -------         -------
         Total leasing ...................................     263              (82)             181
  
  
    Equipment sales ......................................      82              (51)              31
    Technology services ..................................      16               --               16
    Selling, general and administrative ..................      62              (15)              47
    Write-down of equity securities ......................      21               --               21
    Bad debt expense .....................................      50               (3)              47
    Interest .............................................      21              (16)               5
    Reorganization items .................................     267               --              267
                                                            -------          -------         -------
      Total costs and expenses ...........................     782             (167)             615
                                                            -------          -------         -------
  Earnings (loss) from continuing operations before
   income tax benefit ....................................    (286)              (2)            (288)
  Income tax benefit .....................................     (70)              (1) (b)         (71)
                                                            -------          -------         -------
  Loss from continuing operations ........................    (216)              (1)            (217)
  Earnings from discontinued operations, net of tax ......     204              --               204
                                                            -------          -------         -------
  Net loss ................................................ $  (12)          $   (1)        $    (13)
                                                            =======          =======         =======
  
  Basic earnings (loss) per common share:
         Loss from continuing operations .................. $(1.44)                          $(1.45)
         Earnings from discontinued operations ............   1.36                             1.36
                                                            -------                          -------
        Net loss .......................................... $(0.08)                          $(0.09)
                                                            =======                          =======
  
  Diluted earnings (loss) per common share:
         Loss from continuing operations .................. $(1.44)                          $(1.45)
         Loss from discontinued operations ................   1.36                             1.36
                                                            -------                          -------
  Net loss ................................................ $(0.08)                          $(0.09)
                                                            =======                          =======
  
  Common shares outstanding:
        Average common shares outstanding--basic ...........   151                              151
                                                            =======                          =======
        Average common shares outstanding--diluted .........   151                              151
                                                            =======                          =======
  
  See Notes to Unaudited Pro Forma Consolidated Financial Information
  
  </TABLE>
                                        -4-
  <page>
  
  COMDISCO, INC.
  Unaudited Pro Forma Consolidated Balance Sheet
  As of December 31, 2001
  (In Millions)
  <TABLE>
  <CAPTION>
  
  
                                                             Historical             Pro forma
                                                           Comdisco, Inc.   Adjustments    As Adjusted
                                                           --------------   -----------    ------------
  <S>                                                     <C>              <C>           <C>
  ASSETS
  
  Cash  and  cash  equivalents ....................         $ 1,706          $ 409 (a)    $  2,115
  Cash - legally  restricted ......................              96                             96
  Receivables,  net ...............................             470            105 (b)         575
  Inventory  of  equipment ........................             102             (2)(c)         100
  
  Leased  assets:
    Direct  financing  and  sales-type ............           1,452           (246)(c)       1,206
    Operating  (net  of  accumulated  depreciation)           1,733           (651)(c)       1,082
                                                            -------         -------        -------
       Net  leased  assets.........................           3,185           (897)          2,288
  
  Property, plant and equipment,  net .............              60             (1)(c)          59
  Equity securities ...............................             120             --             120
  Assets of discontinued operation held for sale...               6             --               6
  Other  assets ...................................             188            (21)(c)         167
                                                            -------         -------        -------
                                                            $ 5,933         $ (407)        $ 5,526
                                                            =======         =======        =======
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Liabilities not subject to compromise:
  Term  notes  payable ............................         $   262         $   --         $   262
  Discounted  lease  rentals ......................             827           (289)(a)         538
  Notes  payable ..................................             139             --             139
  Accounts payable ................................              75                             75
  Income taxes ....................................             104                            104
  Deferred income .................................             172           (112)(d)          60
  Other liabilities ...............................             235             (6)(d)         229
                                                            -------         -------        -------
                                                              1,814           (407)          1,407
  Liabilities subject to compromise:
  Notes payable ...................................             917             --             917
  Senior notes ....................................           2,639             --           2,639
  Accounts payable ................................              20             --              20
  Other  liabilities ..............................             108             --             108
                                                            -------         -------        -------
                                                              3,684             --           3,684
                                                            -------         -------        -------
  Stockholders'  equity:
  
    Common  stock .................................              23             --              23
    Additional  paid-in  capital ..................             365             --             365
    Accumulated other comprehensive income (loss) .             (93)            --             (93)
    Retained  earnings ............................             760             --             760
                                                            -------         -------        -------
                                                              1,055             --           1,055
    Common  stock  held  in  treasury,  at  cost ..            (620)            --            (620)
                                                            -------         -------        -------
      Total  stockholders'  equity ................             435             --             435
                                                            -------         -------        -------
                                                            $ 5,933         $ (407)        $ 5,526
                                                            =======         =======        =======
  
  See Notes to Unaudited Pro Forma Consolidated Financial Information
  
  </TABLE>
                                        -5-
  <PAGE>
  
  
  COMDISCO, INC.
  
  Notes to Unaudited Pro Forma Consolidated Financial Information
  (In Millions)
  
  For the purposes of this unaudited pro forma consolidated financial information,
  the assumed effective dates of the sale described in Item 2 are as follows:
  
       Unaudited Pro Forma Consolidated Statement of Operations For the Year Ended
       September 30, 2001 - October 1, 2000
  
       Unaudited Pro Forma Consolidated  Statement  of  Operations  For  the Three
       Months Ended December 31, 2001 - October 1, 2001
  
       Unaudited Pro Forma Consolidated Balance Sheet - December 31, 2001
  
  
  Statement of Operations -
  
       (a)  To eliminate revenue and expenses due to the sale of the Company's
            Electronics and Laboratory and Scientific equipment leasing business
  
  
       (b)  38.85% effective income tax rate was used to account for the
            elimination of the operating results of  the Company's Electronics and
            Laboratory and Scientific equipment leasing business
  
  
  Balance Sheet -
  
       (a)  To record estimated proceeds from the sale and the assumption of
            discounted lease rentals by the Buyer
  
       (b)  Represents additional billing on leased assets from December 31, 2001
            through March 31, 2002 plus, with respect to the Electronics assets,
            additional estimated proceeds from residual sharing in accordance with
            the provisions of the Amended and Restated Asset Purchase Agreements
  
       (c)  Represents assets included in the sales
  
       (d)  Represents liabilites included in  with the leased assets sold
  
                                        -6-
  <PAGE>
  
  Item 7.  Financial Statements and Exhibits.
  
  (c)       Exhibits
  
              Exhibit No.         Description
  
              99.1                Amended  and  Restated Asset  Purchase Agreement
                                  (Electronics),  dated as of April  10,  2002 but
                                  effective  as  of  January  23,  2002,   between
                                  General   Electric   Capital   Corporation   and
                                  Comdisco, Inc.
              99.2                First  Amendment  to the  Amended  and  Restated
                                  Asset Purchase Agreement (Electronics), dated as
                                  of  April  24,  2002,  by  and  between  General
                                  Electric Capital Corporation and Comdisco,  Inc.
              99.3                Amended  and  Restated Asset  Purchase Agreement
                                  (Lab and Scientific), dated as of April 10, 2002
                                  but  effective as of January 23,  2002,  between
                                  General   Electric   Capital   Corporation   and
                                  Comdisco, Inc.
              99.4                First  Amendment  to the  Amended  and  Restated
                                  Asset   Purchase   Agreement   (Laboratory   and
                                  Scientific) dated as of April 24,  2002,  by and
                                  between General Electric Capital Corporation and
                                  Comdisco, Inc.
  
                                        -7-
  <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/ David S. Reynolds
                                              ------------------------------------
                                              Name:    David S. Reynolds
                                              Title:   Controller
  
  
  Dated:   May 9, 2002
  
                                        -8-
  <page>
  
  
                                    EXHIBIT INDEX
  
          99.1    Amended and Restated Asset Purchase Agreement (Electronics),
                  dated as of April 10, 2002 but effective as of January 23, 2002,
                  between General Electric Capital Corporation and Comdisco, Inc.
  
          99.2    First Amendment to the Amended and Restated Asset Purchase
                  Agreement (Electronics), dated as of April 24, 2002, by and
                  between General Electric Capital Corporation and Comdisco, Inc.
  
          99.3    Amended and Restated Asset Purchase Agreement (Lab and
                  Scientific), dated as of April 10, 2002 but effective as of
                  January 23, 2002, between General Electric Capital Corporation
                  and Comdisco, Inc.
  
          99.4    First Amendment to the Amended and Restated Asset Purchase
                  Agreement (Lab and Scientific), dated as of April 24, 2002, by
                  and between General Electric Capital Corporation and
                  Comdisco, Inc.
  
  
                                        -9-
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "ch11.txt", "description": "8-K", "secsgml_size_bytes": 27073}]
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": "02640067"}, "business-address": {"street1": "6111 N RIVER RD", "city": "ROSEMONT", "state": "IL", "zip": "60018", "phone": "8476983000"}, "mail-address": {"street1": "6111 NOTH RIVER ROAD", "city": "ROSEMONT", "state": "IL", "zip": "60018"}}
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: April 24, 2002
  
                                   COMDISCO, INC.
                               (Debtor-In-Possession)
                             DELAWARE 1-7725 36-2687938
                   6111 NORTH RIVER ROAD, ROSEMONT, ILLINOIS 60018
                                   (847) 698-3000
  
                                         -1-
  Item 2.  Acquisition or Disposition of Assets
  
  On January 24, 2002,  the  Bankruptcy  Court  approved the sale of the Company's
  Electronics  and Laboratory and Scientific  leased  equipment  assets to General
  Electric Capital's Commercial Equipment Financing unit (the "Buyer").  The Buyer
  agreed to pay the Company  approximately  $665 million,  with future  contingent
  payments based on various  portfolio  performance  criteria.  The  consideration
  includes the assumption of related  secured debt. On April 24, 2002, the Company
  and the  Buyer  completed  a first  closing  on the sale of  approximately  $794
  million  of  assets,  or  approximately  81% of the  Company's  Electronics  and
  Laboratory  and  Scientific  net leased  assets at March 31,  2002.  The Company
  received approximately $548 million for the sale of these assets, which includes
  the assumption of approximately $258 million of related secured debt. Additional
  related  aspects of the  transaction  are expected to be completed by the end of
  May 2002.
  
  Item 7.   Financial Statements and Exhibits.
  
  (a)   Financial Statements of Businesses Acquired
  
        Not applicable.
  
  (b)   Pro Forma Financial Information
  
                                   COMDISCO, INC.
                      UNAUDITED PRO FORMA FINANCIAL INFORMATION
  
  The following unaudited pro forma financial  information reflects adjustments to
  the historical  consolidated  balance sheet and statements of earnings (loss) of
  the  Company  to give  effect  to the  sale  of the  Company's  Electronics  and
  Laboratory  and  Scientific   equipment  leasing   businesses  to  GE  Capital's
  Commercial Equipment Financing Unit (the "Buyer").  The sale was approved by the
  Bankruptcy Court on January 24, 2002, with an expected closing date of March 31,
  2002. In accordance  with Statement of Financial  Accounting  Standards No. 121,
  "Accounting for the Impairment of Long-Lived  Assets and Long-Lived Assets to be
  Disposed  Of," the  Company  recorded  a pre-tax  charge of $250  million  ($189
  million after-tax, or $1.25 per share, after-tax) in the first quarter of fiscal
  2002 to reduce  cost in excess of fair value to reflect the  difference  between
  the carrying value and estimated  proceeds from the sale. On April 24, 2002, the
  Company  and the Buyer  completed a first  closing on the sale of  approximately
  $794 million of assets,  or approximately  81% of the Company's  Electronics and
  Laboratory  and Scientific net leased assets at March 31, 2002. A second closing
  at which  additional  assets of the  Electronics  and  Laboratory and Scientific
  assets may be sold to Buyer is expected to occur by May 31, 2002.  The unaudited
  pro  forma  consolidated  statements  of  earnings  (loss)  for the  year  ended
  September 30, 2001 and for the  three-month  period ended December 31, 2001 give
  pro forma effect to the sale and related pro forma accounting  adjustments as if
  the sale of all of the assets had occurred on October 1, 2000,  the beginning of
  the  Company's  fiscal year 2001,  and on October 1, 2001,  the beginning of the
  Company's fiscal year 2002,  respectively.  The unaudited pro forma consolidated
  balance  sheet as of December  31,  2001 gives pro forma  effect to the sale and
  related pro forma accounting adjustments as if the sale had occurred on December
  31, 2001.  The pro forma  adjustments  relating to the sale are described in the
  notes to the unaudited pro forma consolidated financial information.
  
  The following unaudited pro forma financial  information has been prepared based
  upon  available  information  that the  Company  believes is  reasonable  in the
  circumstances.  In the opinion of the management of the Company, all adjustments
  necessary  to a fair  statement  of the  results for the  unaudited  three-month
  interim period have been made. This unaudited pro forma  consolidated  financial
  information  should  be read in  conjunction  with  the  consolidated  financial
  statements and related footnotes included in the Company's Annual Report on Form
  10-K for the year ended September 30, 2001  and the Company's  Quarterly  Report
  on Form 10-Q for the quarter ended  December 31, 2001.  The following  unaudited
  pro forma financial  information is presented for illustrative purposes only and
  is not necessarily indicative of the financial position or results of operations
  that  would  have been  obtained  had the sale  actually  occurred  on the dates
  assumed,  nor is it necessarily  indicative of the future financial  position or
  future operating results of the Company.
  
  The following  unaudited pro forma financial  information is attached as part of
  this report:
  
                Unaudited Pro Forma Consolidated Statement  of  Operations for the
                Year Ended September 30, 2001.
  
                Unaudited Pro Forma Consolidated Statement  of  Operations for the
                Three Months Ended December 31, 2001.
  
                Unaudited Pro Forma Consolidated Balance Sheet as of
                December 31, 2001.
  
                Notes to Unaudited Pro Forma Consolidated Financial Information.
  
                                        -2-
  COMDISCO, INC.
  Unaudited Pro Forma Consolidated Statement of Operations
  For The Year Ended September 30, 2001
  (In Millions, Except per Share Data)
  Historical             Pro forma
                                                           Comdisco, Inc.   Adjustments (a)  As Adjusted
                                                           --------------   -----------    ------------
  Revenue
    Leasing
       Operating ........................................   $ 1,500         $ (422)        $ 1,078
       Direct financing .................................       170            (32)            138
       Sales-type .......................................       136            (24)            112
                                                            -------         -------        -------
         Total leasing ..................................     1,806            (478)         1,328
  
    Equipment sales .....................................       311           (112)            199
    Technology services .................................       135                            135
    Other ...............................................       454             (2)            452
                                                            -------         -------        -------
      Total revenue .....................................     2,706           (592)          2,114
  
  Costs and expenses
    Leasing
       Operating ........................................     1,202           (320)            882
       Sales-type .......................................       101            (15)             86
                                                            -------         -------        -------
         Total leasing ..................................     1,303           (335)            968
  
    Equipment sales .....................................       265           (112)            153
    Technology services .................................       129                            129
    Selling, general and administrative .................       327            (66)            261
    Write-down of equity securities .....................       129                            129
    Bad debt expense ....................................       510            (36)            474
    Interest (total contractual interest of $404)........       354            (86)            268
    Reorganization items ................................        34            --               34
                                                            -------         -------         -------
      Total costs and expenses ..........................     3,051           (635)          2,416
  
  Loss from continuing operations before income taxes          (345)            43            (302)
  Income tax benefit ....................................      (134)            17 (b)        (117)
                                                            -------         -------         -------
  Loss from continuing operations .......................      (211)            26            (185)
  Loss from discontinued operations, net of tax .........      (63)                            (63)
                                                            -------         -------         -------
  Loss before cumulative effect of change in accounting
   principle ...........................................       (274)            26            (248)
  Cumulative effect of change in accounting principle,
   net of tax ..........................................          2                              2
                                                            -------         -------         -------
  
  Net loss  ............................................   $   (272)        $   26         $  (246)
                                                            =======         =======         =======
  
  Basic earnings (loss) per common share:
         Earnings from continuing operations ............   $ (1.40)                         $(1.23)
         Loss from discontinued operations ..............      (.41)                           (.41)
         Cumulative change in  accounting principle .....       .01                             .01
                                                            -------                         -------
         Net loss            ............................   $ (1.80)                        $ (1.63)
                                                            =======                         =======
  
  Dilute earnings (loss) per common share:
         Earnings from continuing operations ............   $ (1.40)                         $(1.23)
         Loss from discontinued operations ..............      (.41)                           (.41)
         Cumulative change in  accounting principle .....       .01                             .01
                                                            -------                         -------
         Net loss            ............................   $ (1.80)                        $ (1.63)
                                                            =======                         =======
  
  Common shares outstanding:
        Average common shares outstanding--basic ........       152                             152
                                                            =======                         =======
        Average common shares outstanding--diluted ......       153                             153
                                                            =======                         =======
  
  See Notes to Unaudited Pro Forma Consolidated Financial Information
  -3-
  COMDISCO, INC.
  Unaudited Pro Forma Consolidated Statement of Operations
  For The Three Months Ended December 31, 2001
  (In Millions, Except per Share Data)
  Historical             Pro forma
                                                           Comdisco, Inc.   Adjustments (a) As Adjusted
                                                           --------------   -----------    ------------
  Revenue
    Leasing
      Operating .........................................   $  317           $ (103)           $ 214
       Direct financing .................................       35               (6)              29
       Sales-type .......................................        9               (4)               5
                                                            -------          -------         -------
         Total leasing ..................................      361             (113)             248
  
    Equipment sales .....................................       98              (54)              44
    Technology services ..................................      24               --               24
    Other ................................................      13               (2)              11
                                                            -------          -------         -------
      Total revenue ......................................     496             (169)             327
  
  Costs and expenses
    Leasing
       Operating .........................................     255              (79)             176
       Sales-type ........................................       8               (3)               5
                                                            -------          -------         -------
         Total leasing ...................................     263              (82)             181
  
    Equipment sales ......................................      82              (51)              31
    Technology services ..................................      16               --               16
    Selling, general and administrative ..................      62              (15)              47
    Write-down of equity securities ......................      21               --               21
    Bad debt expense .....................................      50               (3)              47
    Interest .............................................      21              (16)               5
    Reorganization items .................................     267               --              267
                                                            -------          -------         -------
      Total costs and expenses ...........................     782             (167)             615
                                                            -------          -------         -------
  Earnings (loss) from continuing operations before
   income tax benefit ....................................    (286)              (2)            (288)
  Income tax benefit .....................................     (70)              (1) (b)         (71)
                                                            -------          -------         -------
  Loss from continuing operations ........................    (216)              (1)            (217)
  Earnings from discontinued operations, net of tax ......     204              --               204
                                                            -------          -------         -------
  Net loss ................................................ $  (12)          $   (1)        $    (13)
                                                            =======          =======         =======
  
  Basic earnings (loss) per common share:
         Loss from continuing operations .................. $(1.44)                          $(1.45)
         Earnings from discontinued operations ............   1.36                             1.36
                                                            -------                          -------
        Net loss .......................................... $(0.08)                          $(0.09)
                                                            =======                          =======
  
  Diluted earnings (loss) per common share:
         Loss from continuing operations .................. $(1.44)                          $(1.45)
         Loss from discontinued operations ................   1.36                             1.36
                                                            -------                          -------
  Net loss ................................................ $(0.08)                          $(0.09)
                                                            =======                          =======
  
  Common shares outstanding:
        Average common shares outstanding--basic ...........   151                              151
                                                            =======                          =======
        Average common shares outstanding--diluted .........   151                              151
                                                            =======                          =======
  
  See Notes to Unaudited Pro Forma Consolidated Financial Information
  -4-
  COMDISCO, INC.
  Unaudited Pro Forma Consolidated Balance Sheet
  As of December 31, 2001
  (In Millions)
  Historical             Pro forma
                                                           Comdisco, Inc.   Adjustments    As Adjusted
                                                           --------------   -----------    ------------
  ASSETS
  
  Cash  and  cash  equivalents ....................         $ 1,706          $ 409 (a)    $  2,115
  Cash - legally  restricted ......................              96                             96
  Receivables,  net ...............................             470            105 (b)         575
  Inventory  of  equipment ........................             102             (2)(c)         100
  
  Leased  assets:
    Direct  financing  and  sales-type ............           1,452           (246)(c)       1,206
    Operating  (net  of  accumulated  depreciation)           1,733           (651)(c)       1,082
                                                            -------         -------        -------
       Net  leased  assets.........................           3,185           (897)          2,288
  
  Property, plant and equipment,  net .............              60             (1)(c)          59
  Equity securities ...............................             120             --             120
  Assets of discontinued operation held for sale...               6             --               6
  Other  assets ...................................             188            (21)(c)         167
                                                            -------         -------        -------
                                                            $ 5,933         $ (407)        $ 5,526
                                                            =======         =======        =======
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Liabilities not subject to compromise:
  Term  notes  payable ............................         $   262         $   --         $   262
  Discounted  lease  rentals ......................             827           (289)(a)         538
  Notes  payable ..................................             139             --             139
  Accounts payable ................................              75                             75
  Income taxes ....................................             104                            104
  Deferred income .................................             172           (112)(d)          60
  Other liabilities ...............................             235             (6)(d)         229
                                                            -------         -------        -------
                                                              1,814           (407)          1,407
  Liabilities subject to compromise:
  Notes payable ...................................             917             --             917
  Senior notes ....................................           2,639             --           2,639
  Accounts payable ................................              20             --              20
  Other  liabilities ..............................             108             --             108
                                                            -------         -------        -------
                                                              3,684             --           3,684
                                                            -------         -------        -------
  Stockholders'  equity:
  
    Common  stock .................................              23             --              23
    Additional  paid-in  capital ..................             365             --             365
    Accumulated other comprehensive income (loss) .             (93)            --             (93)
    Retained  earnings ............................             760             --             760
                                                            -------         -------        -------
                                                              1,055             --           1,055
    Common  stock  held  in  treasury,  at  cost ..            (620)            --            (620)
                                                            -------         -------        -------
      Total  stockholders'  equity ................             435             --             435
                                                            -------         -------        -------
                                                            $ 5,933         $ (407)        $ 5,526
                                                            =======         =======        =======
  
  See Notes to Unaudited Pro Forma Consolidated Financial Information
  -5-
  COMDISCO, INC.
  
  Notes to Unaudited Pro Forma Consolidated Financial Information
  (In Millions)
  
  For the purposes of this unaudited pro forma consolidated financial information,
  the assumed effective dates of the sale described in Item 2 are as follows:
  
       Unaudited Pro Forma Consolidated Statement of Operations For the Year Ended
       September 30, 2001 - October 1, 2000
  
       Unaudited Pro Forma Consolidated  Statement  of  Operations  For  the Three
       Months Ended December 31, 2001 - October 1, 2001
  
       Unaudited Pro Forma Consolidated Balance Sheet - December 31, 2001
  
  Statement of Operations -
  
       (a)  To eliminate revenue and expenses due to the sale of the Company's
            Electronics and Laboratory and Scientific equipment leasing business
  
       (b)  38.85% effective income tax rate was used to account for the
            elimination of the operating results of  the Company's Electronics and
            Laboratory and Scientific equipment leasing business
  
  Balance Sheet -
  
       (a)  To record estimated proceeds from the sale and the assumption of
            discounted lease rentals by the Buyer
  
       (b)  Represents additional billing on leased assets from December 31, 2001
            through March 31, 2002 plus, with respect to the Electronics assets,
            additional estimated proceeds from residual sharing in accordance with
            the provisions of the Amended and Restated Asset Purchase Agreements
  
       (c)  Represents assets included in the sales
  
       (d)  Represents liabilites included in  with the leased assets sold
  
                                        -6-
  Item 7.  Financial Statements and Exhibits.
  
  (c)       Exhibits
  
              Exhibit No.         Description
  
              99.1                Amended  and  Restated Asset  Purchase Agreement
                                  (Electronics),  dated as of April  10,  2002 but
                                  effective  as  of  January  23,  2002,   between
                                  General   Electric   Capital   Corporation   and
                                  Comdisco, Inc.
              99.2                First  Amendment  to the  Amended  and  Restated
                                  Asset Purchase Agreement (Electronics), dated as
                                  of  April  24,  2002,  by  and  between  General
                                  Electric Capital Corporation and Comdisco,  Inc.
              99.3                Amended  and  Restated Asset  Purchase Agreement
                                  (Lab and Scientific), dated as of April 10, 2002
                                  but  effective as of January 23,  2002,  between
                                  General   Electric   Capital   Corporation   and
                                  Comdisco, Inc.
              99.4                First  Amendment  to the  Amended  and  Restated
                                  Asset   Purchase   Agreement   (Laboratory   and
                                  Scientific) dated as of April 24,  2002,  by and
                                  between General Electric Capital Corporation and
                                  Comdisco, Inc.
  
                                        -7-
  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/ David S. Reynolds
                                              ------------------------------------
                                              Name:    David S. Reynolds
                                              Title:   Controller
  
  Dated:   May 9, 2002
  
                                        -8-
  EXHIBIT INDEX
  
          99.1    Amended and Restated Asset Purchase Agreement (Electronics),
                  dated as of April 10, 2002 but effective as of January 23, 2002,
                  between General Electric Capital Corporation and Comdisco, Inc.
  
          99.2    First Amendment to the Amended and Restated Asset Purchase
                  Agreement (Electronics), dated as of April 24, 2002, by and
                  between General Electric Capital Corporation and Comdisco, Inc.
  
          99.3    Amended and Restated Asset Purchase Agreement (Lab and
                  Scientific), dated as of April 10, 2002 but effective as of
                  January 23, 2002, between General Electric Capital Corporation
                  and Comdisco, Inc.
  
          99.4    First Amendment to the Amended and Restated Asset Purchase
                  Agreement (Lab and Scientific), dated as of April 24, 2002, by
                  and between General Electric Capital Corporation and
                  Comdisco, Inc.
  
                                        -9-