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 7, 1994        
       (Date of earliest event reported)
  
  
                            Comdisco, Inc.                   
       (Exact name of Registrant as specified in its charter)
  
  
     Delaware                1-7725                 36-2687938    
  (State of          (Commission File No.)      (IRS Employer
  Incorporation)                                Identification No.)
  
  
              6111 North River Road, Rosemont, Illinois 60018       
       (Address of principal executive offices, including zip code)
  
  
                          (708) 698-3000                   
       (Registrant's telephone number, including area code)
  
  
                                N/A                            _
       (Former name or former address, if changed since last report)
  
  
  Item 5.     Other Events.
  
            Effective November 7, 1994, the Board of Directors of Comdisco,
  Inc. (the "Company") amended and restated the Rights Agreement (the
  "Agreement") between the Company and Chemical Bank (the successor of
  Manufacturers Hanover Trust Company), as Rights Agent.  The more
  significant amendments to the Agreement are described below.  The
  amended and restated Agreement sets forth the description and terms of the
  Rights (the "Rights") held by holders of the Company's common stock, par value
  $.10 per share (the "Common Stock"), to purchase Common Stock.
  
            Section 1(a) of the Agreement was amended to define an Acquiring
  Person as any person who, together with all affiliates and associates of such
  person, is the beneficial owner of 15% or more of the then outstanding Common
  Stock and, in connection therewith, to supplement in certain respects the
  definition of an Existing Holder.
  
            Section 3(a) of the Agreement was amended to reduce from 30% to 15%
  the percentage of Common Stock sought in a tender or exchange offer that would
  trigger the Distribution Date and to include as a trigger of a Distribution
  Date the determination by the Board of Directors of the Company that a person
  is an Adverse Person.
  
            Section 11(a)(ii) of the Agreement was amended to reduce from 40% to
  15% the percentage ownership of outstanding Common Stock (other than
  ownership by an Existing Holder) which triggers a Right holder's right to
  receive, upon exercise of the Right, one share of Common Stock at an
  adjusted Purchase Price equal to 20% of the then current market price of the
  Common Stock.
  
            Section 11(a)(ii) of the Agreement was also supplemented to
  include among those triggers which permit a Right holder to receive, upon
  exercise of the Right, one share of Common Stock at an adjusted Purchase Price
  equal to 20% of the then current market price of the Common Stock the
  determination by the Board of Directors that a person is an Adverse
  Person.  In order to declare a Person to be an Adverse Person, the Board of
  Directors must determine that such person, alone or together with its
  affiliates and associates, has become the Beneficial Owner of an amount of
  Common Stock which the Board of Directors determines to be substantial
  (which amount shall in no event be less than 10% of the Common Stock then
  outstanding) and, after reasonable inquiry and investigation, including
  consultation with such persons as such directors shall deem appropriate, that
  (i) such beneficial ownership by such person is intended to cause the Company
  to repurchase the Common Stock beneficially owned by such person or to
  cause pressure on the Company to take action or enter into a transaction or
  series of transactions intended to provide such person with short-term
  financial gain under circumstances where the Board of Directors determines
  that the best long-term interests of the Company would not be served by
  taking such action or entering into such transaction or series of
  transactions at that time or (ii) such beneficial ownership is causing or
  reasonably likely to cause a material adverse impact (including, but not
  limited to, impairment of relationships with customers or impairment of the
  Company's ability to maintain its competitive position) on the business or
  prospects of the Company, on the Company's employees, customers or suppliers
  or on the communities in which the Company operates or is located.
  
            Section 23(a) of the Agreement was amended to (i) delete the
  provision providing for the reinstatement of the Board of Directors' right to
  redeem the Rights if an Acquiring Person divests his interest in Common Stock
  and (ii) provide that the Board of Directors may not redeem any Rights
  following a determination by the Board that any person is an Adverse Person.
  
            The foregoing description of the amendments to the  Agreement does
  not purport to be complete and is qualified in its entirety by reference to
  the amended and restated Agreement which is attached hereto as an exhibit
  and incorporated herein by reference.
  
  <PAGE>
  
  Item 7.     Financial Statements and Exhibits.
  
       Exhibits:
  
       4.1     Rights Agreement, dated as of November 18, 1987, as amended and
   restated as of November 7, 1994, between Comdisco, Inc. and Chemical Bank,
   as Rights Agent, which includes as Exhibit A thereto the Form of Rights
   Certificate.
  
       20.1     Press Release dated November 9, 1994.
       SIGNATURE
  
  
            Pursuant to the requirements of the Securities 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/ Philip A. Hewes          _
                              Name:   Philip A. Hewes
                              Title:  Senior Vice President
                                        and Secretary
  
  
   November 29, 1994
  
  
  
  Exhibit               Description                    Page
  
  4.1
  Rights Agreement, dated as of November 18, 1987, as amended and restated
  as of November 7, 1994, between Comdisco, Inc. and Chemical Bank, as
  Rights Agent, which includes as Exhibit A thereto the Form of Rights
  Certificate.
  
  20.1
  Press Release dated November 9, 1994.
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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 7, 1994        
       (Date of earliest event reported)
  
                            Comdisco, Inc.                   
       (Exact name of Registrant as specified in its charter)
  
     Delaware                1-7725                 36-2687938    
  (State of          (Commission File No.)      (IRS Employer
  Incorporation)                                Identification No.)
  
              6111 North River Road, Rosemont, Illinois 60018       
       (Address of principal executive offices, including zip code)
  
                          (708) 698-3000                   
       (Registrant's telephone number, including area code)
  
                                N/A                            _
       (Former name or former address, if changed since last report)
  
  Item 5.     Other Events.
  
            Effective November 7, 1994, the Board of Directors of Comdisco,
  Inc. (the "Company") amended and restated the Rights Agreement (the
  "Agreement") between the Company and Chemical Bank (the successor of
  Manufacturers Hanover Trust Company), as Rights Agent.  The more
  significant amendments to the Agreement are described below.  The
  amended and restated Agreement sets forth the description and terms of the
  Rights (the "Rights") held by holders of the Company's common stock, par value
  $.10 per share (the "Common Stock"), to purchase Common Stock.
  
            Section 1(a) of the Agreement was amended to define an Acquiring
  Person as any person who, together with all affiliates and associates of such
  person, is the beneficial owner of 15% or more of the then outstanding Common
  Stock and, in connection therewith, to supplement in certain respects the
  definition of an Existing Holder.
  
            Section 3(a) of the Agreement was amended to reduce from 30% to 15%
  the percentage of Common Stock sought in a tender or exchange offer that would
  trigger the Distribution Date and to include as a trigger of a Distribution
  Date the determination by the Board of Directors of the Company that a person
  is an Adverse Person.
  
            Section 11(a)(ii) of the Agreement was amended to reduce from 40% to
  15% the percentage ownership of outstanding Common Stock (other than
  ownership by an Existing Holder) which triggers a Right holder's right to
  receive, upon exercise of the Right, one share of Common Stock at an
  adjusted Purchase Price equal to 20% of the then current market price of the
  Common Stock.
  
            Section 11(a)(ii) of the Agreement was also supplemented to
  include among those triggers which permit a Right holder to receive, upon
  exercise of the Right, one share of Common Stock at an adjusted Purchase Price
  equal to 20% of the then current market price of the Common Stock the
  determination by the Board of Directors that a person is an Adverse
  Person.  In order to declare a Person to be an Adverse Person, the Board of
  Directors must determine that such person, alone or together with its
  affiliates and associates, has become the Beneficial Owner of an amount of
  Common Stock which the Board of Directors determines to be substantial
  (which amount shall in no event be less than 10% of the Common Stock then
  outstanding) and, after reasonable inquiry and investigation, including
  consultation with such persons as such directors shall deem appropriate, that
  (i) such beneficial ownership by such person is intended to cause the Company
  to repurchase the Common Stock beneficially owned by such person or to
  cause pressure on the Company to take action or enter into a transaction or
  series of transactions intended to provide such person with short-term
  financial gain under circumstances where the Board of Directors determines
  that the best long-term interests of the Company would not be served by
  taking such action or entering into such transaction or series of
  transactions at that time or (ii) such beneficial ownership is causing or
  reasonably likely to cause a material adverse impact (including, but not
  limited to, impairment of relationships with customers or impairment of the
  Company's ability to maintain its competitive position) on the business or
  prospects of the Company, on the Company's employees, customers or suppliers
  or on the communities in which the Company operates or is located.
  
            Section 23(a) of the Agreement was amended to (i) delete the
  provision providing for the reinstatement of the Board of Directors' right to
  redeem the Rights if an Acquiring Person divests his interest in Common Stock
  and (ii) provide that the Board of Directors may not redeem any Rights
  following a determination by the Board that any person is an Adverse Person.
  
            The foregoing description of the amendments to the  Agreement does
  not purport to be complete and is qualified in its entirety by reference to
  the amended and restated Agreement which is attached hereto as an exhibit
  and incorporated herein by reference.
  Item 7.     Financial Statements and Exhibits.
  
       Exhibits:
  
       4.1     Rights Agreement, dated as of November 18, 1987, as amended and
   restated as of November 7, 1994, between Comdisco, Inc. and Chemical Bank,
   as Rights Agent, which includes as Exhibit A thereto the Form of Rights
   Certificate.
  
       20.1     Press Release dated November 9, 1994.
       SIGNATURE
  
            Pursuant to the requirements of the Securities 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/ Philip A. Hewes          _
                              Name:   Philip A. Hewes
                              Title:  Senior Vice President
                                        and Secretary
  
   November 29, 1994
  
  Exhibit               Description                    Page
  
  4.1
  Rights Agreement, dated as of November 18, 1987, as amended and restated
  as of November 7, 1994, between Comdisco, Inc. and Chemical Bank, as
  Rights Agent, which includes as Exhibit A thereto the Form of Rights
  Certificate.
  
  20.1
  Press Release dated November 9, 1994.