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
  
  
  
                 March 20, 1995                
  Date of Report (Date of earliest event reported)
  
                 Comdisco, Inc.              
  (Exact name of registrant as specified in its charter)
  
                    Delaware                 
  (State or other jurisdiction of incorporation)
  
              1-7725                          36-2687938         
        (Commission File Number)  (IRS Employer Identification No.)
  
         6111 North River Road, Rosemont, Illinois  60018
        (Address of principal executive offices)  (Zip code)
  
                            (708) 698-3000                  
  Registrant's telephone number, including area code     
  
  <PAGE>
  Item 5.  Other Events.
  
        On March 20, 1995, Comdisco, Inc. filed a declaratory judgment action in
  the Chancery Division of the Circuit Court of Cook County, Illinois against
  The Dun & Bradstreet Corporation ("D&B Corp."), Dun & Bradstreet Computer
  Leasing, Inc. ("DBCLI")(collectively "D&B") and the Fillupar Leasing
  Partnership ("Fillupar"), an entity controlled by DBCLI.  Comdisco's action
  seeks to set aside or in the alternative limit the scope of an arbitration
  agreement among the parties and seeks fees and costs incurred and punitive
  damages.
  
        In 1991, Comdisco, D&B and Fillupar entered into a sale and leaseback
  transaction in which Comdisco sold to and leased back from Fillupar certain
  equipment which was on sublease to Comdisco's customers.  Comdisco
  subsequently exercised its right under the lease to purchase the equipment at
  its fair market value, reacquired the equipment, terminated the lease, and
  paid D&B approximately $6.2 million.  D&B disputed the dates used by Comdisco
  to determine fair market value, and the parties agreed to arbitrate the issue
  as to the appropriate valuation dates.  The arbitration hearing was scheduled
  for April 17, 1995 and discovery was nearly completed.
  
        On March 15, 1995, D&B for the first time claimed that a "volume
  purchase" premium of approximately $29 million and an "in-place" premium of
  approximately $11 million should be applied in determining the fair market
  value of the repurchased equipment.  In addition, D&B claimed that if its
  position regarding the appropriate valuation date were sustained, it was
  entitled to approximately $18 million above the amount paid by Comdisco.
  
        Management of Comdisco believes that the premiums identified by D&B have
  absolutely no validity in the context of the required fair market value
  determination; that the assertion of the premium claims by D&B was foreclosed
  by the arbitration agreement and constitutes a breach of that agreement; and
  that those premium claims are frivolous and without basis in industry practice
  under the circumstances.  Moreover, Comdisco believes that the premiums are
  mutually exclusive (and therefore could not have a cumulative effect) and are
  grossly inflated as asserted.
   In addition, Comdisco believes that D&B's valuation date theory is without
  merit, and that even if this approach is sustained, the resulting amount
  claimed by D&B far exceeds its entitlement.
  
        While the outcome of the arbitration and litigation cannot be predicted
  with certainty, Comdisco is confident that it will prevail and that, in any
  event, the outcome of the actions will not, in the aggregate, have a material
  adverse effect on the consolidated financial condition of Comdisco.
  
  <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:  March 21, 1995                By:  /s/ Phil C. Hughes              
                                        Its:  Senior Vice President/Legal
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3985}]
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": "95522248"}, "business-address": {"street1": "6111 N RIVER RD", "city": "ROSEMONT", "state": "IL", "zip": "60018", "phone": "7086983000"}, "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
  
                 March 20, 1995                
  Date of Report (Date of earliest event reported)
  
                 Comdisco, Inc.              
  (Exact name of registrant as specified in its charter)
  
                    Delaware                 
  (State or other jurisdiction of incorporation)
  
              1-7725                          36-2687938         
        (Commission File Number)  (IRS Employer Identification No.)
  
         6111 North River Road, Rosemont, Illinois  60018
        (Address of principal executive offices)  (Zip code)
  
                            (708) 698-3000                  
  Registrant's telephone number, including area code
  Item 5.  Other Events.
  
        On March 20, 1995, Comdisco, Inc. filed a declaratory judgment action in
  the Chancery Division of the Circuit Court of Cook County, Illinois against
  The Dun & Bradstreet Corporation ("D&B Corp."), Dun & Bradstreet Computer
  Leasing, Inc. ("DBCLI")(collectively "D&B") and the Fillupar Leasing
  Partnership ("Fillupar"), an entity controlled by DBCLI.  Comdisco's action
  seeks to set aside or in the alternative limit the scope of an arbitration
  agreement among the parties and seeks fees and costs incurred and punitive
  damages.
  
        In 1991, Comdisco, D&B and Fillupar entered into a sale and leaseback
  transaction in which Comdisco sold to and leased back from Fillupar certain
  equipment which was on sublease to Comdisco's customers.  Comdisco
  subsequently exercised its right under the lease to purchase the equipment at
  its fair market value, reacquired the equipment, terminated the lease, and
  paid D&B approximately $6.2 million.  D&B disputed the dates used by Comdisco
  to determine fair market value, and the parties agreed to arbitrate the issue
  as to the appropriate valuation dates.  The arbitration hearing was scheduled
  for April 17, 1995 and discovery was nearly completed.
  
        On March 15, 1995, D&B for the first time claimed that a "volume
  purchase" premium of approximately $29 million and an "in-place" premium of
  approximately $11 million should be applied in determining the fair market
  value of the repurchased equipment.  In addition, D&B claimed that if its
  position regarding the appropriate valuation date were sustained, it was
  entitled to approximately $18 million above the amount paid by Comdisco.
  
        Management of Comdisco believes that the premiums identified by D&B have
  absolutely no validity in the context of the required fair market value
  determination; that the assertion of the premium claims by D&B was foreclosed
  by the arbitration agreement and constitutes a breach of that agreement; and
  that those premium claims are frivolous and without basis in industry practice
  under the circumstances.  Moreover, Comdisco believes that the premiums are
  mutually exclusive (and therefore could not have a cumulative effect) and are
  grossly inflated as asserted.
   In addition, Comdisco believes that D&B's valuation date theory is without
  merit, and that even if this approach is sustained, the resulting amount
  claimed by D&B far exceeds its entitlement.
  
        While the outcome of the arbitration and litigation cannot be predicted
  with certainty, Comdisco is confident that it will prevail and that, in any
  event, the outcome of the actions will not, in the aggregate, have a material
  adverse effect on the consolidated financial condition of Comdisco.
  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:  March 21, 1995                By:  /s/ Phil C. Hughes              
                                        Its:  Senior Vice President/Legal