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
  
  
  
                                November 8, 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
  
                                        -1-
  <PAGE>
  Item 5.  Other Events.
  
  On November 8, 1995, Comdisco, Inc. announced fourth quarter and fiscal 1995
  year end operating results.
  
  Item 7.  Financial Statements and Exhibits
  
  (c)      Exhibits
  
  99.      Press Release announcing results of operations.
  
                                        -2-
  <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: November 27, 1995                              By:         David J. Keenan
                                                           Its: Vice President and
                                                              Corporate Controller
  
  
                                        -3-
  <PAGE>
  Exhibit 99.  Press Release Announcing Results of Operations
  
  For Immediate Release
                      Media Contact: Mary Moster 708/518-5147
  
            COMDISCO ANNOUNCES FOURTH QUARTER AND 1995 YEAR END RESULTS;
    ANNOUNCES 3-FOR-2 STOCK SPLIT; INCREASES QUARTERLY CASH DIVIDEND BY 17%;
    ANNOUNCES $50 MILLION SHARE REPURCHASE PROGRAM
  
           Rosemont, IL, November 8, 1995:  Comdisco, Inc. today reported 
  operating results for its fourth quarter and fiscal year ended 
  September 30, 1995. 
  OPERATING RESULTS
           For the quarter ended  September 30, 1995,  the company  reported total
  revenue of $584  million,  versus $519 million for the  prior-year  period.  Net
  earnings for the quarter were $25 million,  or $.68 per common  share,  versus a
  net loss of ($21)  million,  or ($.53)  per  common  share,  for the  prior-year
  period.
           For the year ended  September  30,  1995,  the company  reported  total
  revenue of $2.2 billion,  versus $2.1 billion,  for the prior-year  period.  Net
  earnings  were $96 million,  or $2.60 per common share,  versus $44 million,  or
  $1.16 per common share, for the prior-year period.
           During  the fourth  quarter  of fiscal  1994,  the  company  recorded a
  one-time,  after-tax IBM litigation settlement charge of ($42) million, (($1.12)
  per  common  share for the  quarter;  ($1.09)  per  common  share for the year).
  Therefore,  net earnings comparisons,  before IBM litigation settlement,  are as
  follows:  for the quarter  ended  September 30, 1995,  $25 million,  or $.68 per
  common share,  versus $21 million,  or $.59 per common share, for the prior-year
  period; for the year ended September 30, 1995, $96 million,  or $2.60 per common
  share, versus $86 million, or $2.25 per common share, for the prior-year period.
           The company  also  announced  that on  November  7, 1995,  its board of
  directors declared the following:  
           Stock split: The company announced a 3-for-2 common stock split in the
  form of a 50 percent stock dividend.  The stock split is the company's ninth 
  since going public in 1971.
           Cash dividends: The company increased its quarterly cash dividend by 17
  percent to $.07 per share,  post-split to common stockholders.  The common stock
  split will be  effected  and the cash  dividend  will be payable on  December 8,
  1995, to stockholders of record as of November 17, 1995.
           The  company  declared a quarterly  cash  dividend of $.55 per share to
  preferred  stockholders  (Series A and B). The preferred  stock dividend will be
  payable on December 15, 1995, to preferred  stockholders of record (Series A and
  B) on November 30, 1995. Comdisco had 34,798,510 shares, and 3,625,800 shares of
  common  and  preferred  (Series  A and B) stock  outstanding,  respectively,  at
  September 30, 1995.
           Share  repurchase:  The company  authorized an  expenditure of up to an
  aggregate  of  $50  million  to  purchase  shares  of  the  company's  currently
  outstanding  common  and/or  preferred  stock or other  debt  securities  of the
  company.  Any further  purchases would depend on market and other conditions and
  would be made in the open market or  otherwise at such prices as the company may
  from time to time approve. 
  
  CEO COMMENTARY
           Commenting on the company's results,  Jack Slevin,  president and chief
  executive officer,  stated,  "1995 was the best year in Comdisco's history.  The
  company had a record year in terms of revenue,  lease  volume,  and earnings per
  share.  During  1995,  we made  significant  progress in the areas of  operating
  performance and shareholder value.
           "Our  diversified  businesses  continued  their  upward  trend in 1995,
  contributing  42  percent  of  pre-tax  earnings,  up  50  percent  from  1994's
  contribution.  We anticipate that these Comdisco businesses -- Disaster Recovery
  Services,  Electronics,   International,  Medical  and  Venture  Lease  --  will
  contribute  almost half of our  pre-tax  earnings  in 1996.  Foremost  among our
  successes  in 1995 was Disaster  Recovery  Services,  with a 61 percent  pre-tax
  earnings  increase  over the prior year.  Also,  our fastest  growing  business,
  Electronics,  saw its  revenue  more than  double for 1995,  exceeding  the $100
  million mark after only its third year of operation.
           "Comdisco  recently  acquired  NetforceMTI,  one of the nations premier
  enterprise  network  services  organizations.  This  acquisition will complement
  Comdisco's  network experience in leasing,  remarketing and business  continuity
  and will play an important role in the company's systems integration and desktop
  asset management services.
           "In 1995, we made great strides in increasing  shareholder  value.  Our
  stockholders  experienced  a total return of 45 percent on their  investment  in
  Comdisco.  The company  repurchased over 2.5 million shares of its common stock.
  We believe  Comdisco stock is a good  investment and we will continue to utilize
  our growing free cash flow to repurchase shares of the company's stock.
           "We  have  put in  place  successful  operating  strategies  that  will
  increase the services aspect of our business. We feel these strategies will help
  us deliver stronger global results in 1996 and continue to maximize  shareholder
  return."
           Comdisco  (NYSE:CDO)  is  one  of  the  world's  leading  providers  of
  solutions  that  help  organizations  reduce  technology  cost and  risk.  These
  services  include  equipment  leasing and remarketing;  business  continuity and
  related  consulting  services;  desktop  asset  management  tools and  services;
  systems integration; and more.
                                                          # # #
                                        -4-
  <PAGE>
  
  
  
  Comdisco, Inc. and Subsidiaries
  Consolidated Statements of Earnings
  For the Three and Twelve Months Ended September 30, 1995 and 1994
  (Dollars in millions except per share data)
  <TABLE>
  <CAPTION>
  
                                                                                   Three months                      Twelve months
                                                                                 ended September 30,              ended September 30,
                                                                                  1995          1994              1995           1994
  Revenue
   Leasing
  <S>                                                                           <C>            <C>             <C>            <C>
  
    Operating                                                                   $ 305         $ 242            $1,117         $1,002
    Direct financing                                                               43            47               180            186
    Sales-type                                                                     66            95               276            350
                                                                               ------        ------            ------         ------
     Total leasing                                                                414           384             1,573          1,538
  
  Sales                                                                            89            64               358            271
  Disaster recovery                                                                70            64               267            242
  Other                                                                            11             7                42             47
                                                                               ------        ------            ------         ------
    Total revenue                                                                 584           519             2,240          2,098
                                                                               ------        ------            ------         ------
  
  Costs and expenses
  Leasing
    Operating                                                                     227           182               824            746
    Sales-type                                                                     43            64               199            258
                                                                               ------        ------            ------         ------
     Total leasing                                                                270           246             1,023          1,004
  
  Sales                                                                            79            54               304            225
  Disaster recovery                                                                62            58               238            224
  Selling, general and administrative                                              61            56               233            213
  IBM litigation settlement                                                         -            70                 -             70
  Litigation charge                                                                 -             -                 -             10
  Interest                                                                         68            65               274            263
                                                                               ------        ------            ------         ------
    Total costs and expenses                                                      540           549             2,072          2,009
                                                                               ------        ------            ------         ------
  
  Earnings (loss) before income taxes                                              44           (30)               168            89
  Income taxes (benefit)                                                           17           (12)                64            36
                                                                              -------        ------            -------        ------
  Net earnings (loss) before preferred dividends                                   27           (18)               104            53
  Preferred dividends                                                              (2)          ( 3)                (8)           (9)
                                                                              -------        ------            -------        ------ 
  Net earnings (loss) to common stockholders                                  $    25        $  (21)           $    96        $   44
                                                                              =======        =======           =======        ======
  
  Retained earnings at beginning of period                                    $   742        $  705            $   681        $  650
  Net earnings (loss) to common stockholders                                       25           (21)                96            44
  Cash dividends paid on common stock                                              (3)           (3)               (13)          (13)
                                                                              -------        ------            -------        ------ 
  Retained earnings at end of period                                          $   764        $  681            $   764        $  681
                                                                              =======        ======            =======        ======
  
  Net earnings (loss) per common and common equivalent share:
      Net earnings (loss) to common stockholders                              $  0.68        $(0.53)           $  2.60        $ 1.16
                                                                              =======        ======            =======        ======
  
  Common and common equivalent shares outstanding                                  37            37                 37            39
                                                                              =======       =======            =======        ======
  </TABLE>
  
  
                                                                               -5-
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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
  
                                November 8, 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
  
                                        -1-
  Item 5.  Other Events.
  
  On November 8, 1995, Comdisco, Inc. announced fourth quarter and fiscal 1995
  year end operating results.
  
  Item 7.  Financial Statements and Exhibits
  
  (c)      Exhibits
  
  99.      Press Release announcing results of operations.
  
                                        -2-
  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: November 27, 1995                              By:         David J. Keenan
                                                           Its: Vice President and
                                                              Corporate Controller
  
                                        -3-
  Exhibit 99.  Press Release Announcing Results of Operations
  
  For Immediate Release
                      Media Contact: Mary Moster 708/518-5147
  
            COMDISCO ANNOUNCES FOURTH QUARTER AND 1995 YEAR END RESULTS;
    ANNOUNCES 3-FOR-2 STOCK SPLIT; INCREASES QUARTERLY CASH DIVIDEND BY 17%;
    ANNOUNCES $50 MILLION SHARE REPURCHASE PROGRAM
  
           Rosemont, IL, November 8, 1995:  Comdisco, Inc. today reported 
  operating results for its fourth quarter and fiscal year ended 
  September 30, 1995. 
  OPERATING RESULTS
           For the quarter ended  September 30, 1995,  the company  reported total
  revenue of $584  million,  versus $519 million for the  prior-year  period.  Net
  earnings for the quarter were $25 million,  or $.68 per common  share,  versus a
  net loss of ($21)  million,  or ($.53)  per  common  share,  for the  prior-year
  period.
           For the year ended  September  30,  1995,  the company  reported  total
  revenue of $2.2 billion,  versus $2.1 billion,  for the prior-year  period.  Net
  earnings  were $96 million,  or $2.60 per common share,  versus $44 million,  or
  $1.16 per common share, for the prior-year period.
           During  the fourth  quarter  of fiscal  1994,  the  company  recorded a
  one-time,  after-tax IBM litigation settlement charge of ($42) million, (($1.12)
  per  common  share for the  quarter;  ($1.09)  per  common  share for the year).
  Therefore,  net earnings comparisons,  before IBM litigation settlement,  are as
  follows:  for the quarter  ended  September 30, 1995,  $25 million,  or $.68 per
  common share,  versus $21 million,  or $.59 per common share, for the prior-year
  period; for the year ended September 30, 1995, $96 million,  or $2.60 per common
  share, versus $86 million, or $2.25 per common share, for the prior-year period.
           The company  also  announced  that on  November  7, 1995,  its board of
  directors declared the following:  
           Stock split: The company announced a 3-for-2 common stock split in the
  form of a 50 percent stock dividend.  The stock split is the company's ninth 
  since going public in 1971.
           Cash dividends: The company increased its quarterly cash dividend by 17
  percent to $.07 per share,  post-split to common stockholders.  The common stock
  split will be  effected  and the cash  dividend  will be payable on  December 8,
  1995, to stockholders of record as of November 17, 1995.
           The  company  declared a quarterly  cash  dividend of $.55 per share to
  preferred  stockholders  (Series A and B). The preferred  stock dividend will be
  payable on December 15, 1995, to preferred  stockholders of record (Series A and
  B) on November 30, 1995. Comdisco had 34,798,510 shares, and 3,625,800 shares of
  common  and  preferred  (Series  A and B) stock  outstanding,  respectively,  at
  September 30, 1995.
           Share  repurchase:  The company  authorized an  expenditure of up to an
  aggregate  of  $50  million  to  purchase  shares  of  the  company's  currently
  outstanding  common  and/or  preferred  stock or other  debt  securities  of the
  company.  Any further  purchases would depend on market and other conditions and
  would be made in the open market or  otherwise at such prices as the company may
  from time to time approve. 
  
  CEO COMMENTARY
           Commenting on the company's results,  Jack Slevin,  president and chief
  executive officer,  stated,  "1995 was the best year in Comdisco's history.  The
  company had a record year in terms of revenue,  lease  volume,  and earnings per
  share.  During  1995,  we made  significant  progress in the areas of  operating
  performance and shareholder value.
           "Our  diversified  businesses  continued  their  upward  trend in 1995,
  contributing  42  percent  of  pre-tax  earnings,  up  50  percent  from  1994's
  contribution.  We anticipate that these Comdisco businesses -- Disaster Recovery
  Services,  Electronics,   International,  Medical  and  Venture  Lease  --  will
  contribute  almost half of our  pre-tax  earnings  in 1996.  Foremost  among our
  successes  in 1995 was Disaster  Recovery  Services,  with a 61 percent  pre-tax
  earnings  increase  over the prior year.  Also,  our fastest  growing  business,
  Electronics,  saw its  revenue  more than  double for 1995,  exceeding  the $100
  million mark after only its third year of operation.
           "Comdisco  recently  acquired  NetforceMTI,  one of the nations premier
  enterprise  network  services  organizations.  This  acquisition will complement
  Comdisco's  network experience in leasing,  remarketing and business  continuity
  and will play an important role in the company's systems integration and desktop
  asset management services.
           "In 1995, we made great strides in increasing  shareholder  value.  Our
  stockholders  experienced  a total return of 45 percent on their  investment  in
  Comdisco.  The company  repurchased over 2.5 million shares of its common stock.
  We believe  Comdisco stock is a good  investment and we will continue to utilize
  our growing free cash flow to repurchase shares of the company's stock.
           "We  have  put in  place  successful  operating  strategies  that  will
  increase the services aspect of our business. We feel these strategies will help
  us deliver stronger global results in 1996 and continue to maximize  shareholder
  return."
           Comdisco  (NYSE:CDO)  is  one  of  the  world's  leading  providers  of
  solutions  that  help  organizations  reduce  technology  cost and  risk.  These
  services  include  equipment  leasing and remarketing;  business  continuity and
  related  consulting  services;  desktop  asset  management  tools and  services;
  systems integration; and more.
                                                          # # #
                                        -4-
  Comdisco, Inc. and Subsidiaries
  Consolidated Statements of Earnings
  For the Three and Twelve Months Ended September 30, 1995 and 1994
  (Dollars in millions except per share data)
  Three months                      Twelve months
                                                                                 ended September 30,              ended September 30,
                                                                                  1995          1994              1995           1994
  Revenue
   Leasing
  Operating                                                                   $ 305         $ 242            $1,117         $1,002
    Direct financing                                                               43            47               180            186
    Sales-type                                                                     66            95               276            350
                                                                               ------        ------            ------         ------
     Total leasing                                                                414           384             1,573          1,538
  
  Sales                                                                            89            64               358            271
  Disaster recovery                                                                70            64               267            242
  Other                                                                            11             7                42             47
                                                                               ------        ------            ------         ------
    Total revenue                                                                 584           519             2,240          2,098
                                                                               ------        ------            ------         ------
  
  Costs and expenses
  Leasing
    Operating                                                                     227           182               824            746
    Sales-type                                                                     43            64               199            258
                                                                               ------        ------            ------         ------
     Total leasing                                                                270           246             1,023          1,004
  
  Sales                                                                            79            54               304            225
  Disaster recovery                                                                62            58               238            224
  Selling, general and administrative                                              61            56               233            213
  IBM litigation settlement                                                         -            70                 -             70
  Litigation charge                                                                 -             -                 -             10
  Interest                                                                         68            65               274            263
                                                                               ------        ------            ------         ------
    Total costs and expenses                                                      540           549             2,072          2,009
                                                                               ------        ------            ------         ------
  
  Earnings (loss) before income taxes                                              44           (30)               168            89
  Income taxes (benefit)                                                           17           (12)                64            36
                                                                              -------        ------            -------        ------
  Net earnings (loss) before preferred dividends                                   27           (18)               104            53
  Preferred dividends                                                              (2)          ( 3)                (8)           (9)
                                                                              -------        ------            -------        ------ 
  Net earnings (loss) to common stockholders                                  $    25        $  (21)           $    96        $   44
                                                                              =======        =======           =======        ======
  
  Retained earnings at beginning of period                                    $   742        $  705            $   681        $  650
  Net earnings (loss) to common stockholders                                       25           (21)                96            44
  Cash dividends paid on common stock                                              (3)           (3)               (13)          (13)
                                                                              -------        ------            -------        ------ 
  Retained earnings at end of period                                          $   764        $  681            $   764        $  681
                                                                              =======        ======            =======        ======
  
  Net earnings (loss) per common and common equivalent share:
      Net earnings (loss) to common stockholders                              $  0.68        $(0.53)           $  2.60        $ 1.16
                                                                              =======        ======            =======        ======
  
  Common and common equivalent shares outstanding                                  37            37                 37            39
                                                                              =======       =======            =======        ======
  -5-