content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                      Filed pursuant to Section 13 or 15(d) of
                         THE SECURITIES EXCHANGE ACT OF 1934
  
                                  November 15, 1996
                           Date of Earliest Event Reported
  
  
  
                                   COMDISCO, INC.
                              (a Delaware Corporation)
                                6111 North River Road
                              Rosemont, Illinois 60018
                              Telephone (708) 698-3000
                            Commission file number 1-7725
                  I.R.S. Employer Identification Number 36-2687938
  
  
  
  
  
  
  
  
  <PAGE>
  
  
  
  
  
  Item 5.  Other Events.
  
  On November 6, 1996, Comdisco, Inc. announced fourth quarter and fiscal 1996
  year end operating results.
  
  Item 7.  Financial Statements and Exhibits
  
  (c)      Exhibits
  
  99       Press Release announcing results of operations
  
  
  <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 15, 1996                     by:      /s/ David J. Keenan
                                                       -------------------
                                                       David J. Keenan
                                                       Vice President and
                                                       Corporate Controller
  
  
  
  
  
  <PAGE>
  
  
  Exhibit 99.       Press Release Announcing Results of Operations
  
  For Immediate Release
                       Media Contact: Mary Moster 847/518-5147
  
   COMDISCO, INC. ANNOUNCES RECORD 1996 NET EARNINGS OF $2.00 PER COMMON SHARE ON
   REVENUE OF $2.4 BILLION; DECLARES QUARTERLY CASH DIVIDENDS
  
  ROSEMONT,  Illinois,  November 6, 1996: Comdisco,  Inc. (NYSE: CDO) today \
  reported operating results for its fourth quarter and fiscal year ended 
  September 30, 1996.
  
  OPERATING RESULTS:
  
           For the quarter ended  September 30, 1996,  the company  reported total
  revenue of $728  million,  versus $584  million for the prior year  period.  Net
  earnings for the quarter were $28 million,  or $.53 per common share, versus $25
  million, or $.45 per common share, for the prior year period.
           For the year ended  September  30,  1996,  the company  reported  total
  revenue of $2.4  billion,  versus $2.2  billion for the prior year  period.  Net
  earnings were $106 million,  or $2.00 per common share,  versus $96 million,  or
  $1.73 per common share, for the prior year period. 
  
  CEO COMMENTARY:
  
           Commenting on the Company's  results,  Jack Slevin,  chairman and chief
  executive officer,  stated," 1996 was the best year in the company's history. We
  set many new  records  during  the year but most  notable  was the volume of new
  business that we wrote during the year. We surpassed our internal target by over
  $400 million and wrote $2.6 billion of new business.  A significant part of this
  increase was due to the performance of our Technology  Integration  Services and
  Distributed Systems groups.
           "Our 1996 fourth quarter was our best quarter ever," Slevin  continued.
  "The  company's  new business  volume,  revenue,  and earnings were all records.
  Comdisco's  Business  Continuity and Network Services  division,  as well as our
  Healthcare  subsidiary and Comdisco  Ventures  division  posted records for both
  earnings and revenue for the quarter.  The company's lease volume  surpassed the
  $700 million mark for the second consecutive quarter to a record $769 million.
           "During the quarter we formed an alliance with VIASOFT (VIAS/NASDAQ/NM)
  that will add value to our Millennium  Testing  Services  program," Slevin said.
  "We also formed an alliance with Asset  Software  International  Corporation  of
  Canada  to  cooperatively   provide  asset  management   software  and  services
  worldwide. These joint ventures are integral components of Comdisco's technology
  services offerings.
           "For the year, we established  records in terms of new business volume,
  revenue, and earnings. One of our value drivers, operating lease revenue, was up
  22% from the prior year period.  The pretax earnings  contribution from our five
  diversified   business  areas;   Business   Continuity  and  Network   Services,
  Electronics,  International,  Healthcare and Comdisco Ventures, was $88 million,
  or 48% of pretax profits, up 28% from last year," he said.
           "The  company  strengthened  its  financial  position  in 1996 and made
  continued  improvements in shareholder value. We repurchased $80 million, or 3.7
  million shares, of Comdisco common stock during the year. Despite our aggressive
  share repurchase  program we increased our stockholders  equity to a record $799
  million. Our financial  performance did not go unnoticed.  In April,  Standard &
  Poor's raised our debt rating to BBB+ and in October  Moody's raised it to Baa1.
  Also,  the  total  return  of 47% on  Comdisco  common  stock  for  fiscal  1996
  outperformed the S&P 500 Index.
           "We  experienced  great success in 1996 and we anticipate that with the
  people,  strategies  and  technology  services that we have in place,  we should
  achieve an even greater level of success in 1997," Slevin said.
  
  
  <PAGE>
  
  
  DIVIDEND INFORMATION:
      
       On November 5, 1996, the company  declared a quarterly cash dividend of
  $.07 per share to common  stockholders.  The common stock cash  dividend will be
  payable on December 9, 1996, to stockholders of record on November 15, 1996. The
  company  declared  a  quarterly  cash  dividend  of $.55 per share to  preferred
  stockholders (Series A and B). The preferred stock cash dividend will be payable
  on December 15, 1996 to  preferred  stockholders  of record  (Series A and B) on
  November 29, 1996.  Comdisco had  49,632,758  shares,  and  3,562,600  shares of
  common  and  preferred  (Series  A and B) stock  outstanding,  respectively,  at
  September 30, 1996.
  
  SAFE HARBOR:
  
       The  third   paragraph  and  the  last  sentence  of  the  CEO commentary
  above  contain  forward-looking  statements  as to which the company intends to
  have the benefit of the safe harbor created by the Private Securities Litigation
  Reform Act of 1995. While these forward-looking  statements are based on  
  assumptions  believed  by the  company  to be  reasonable  and  reflect  the
  company's  current  expectations as to future events and financial  performance,
  they are subject to important  factors relating to the company's  operations and
  business  environment  which may cause the actual  results of the  company to be
  materially  different  from any  future  results  expressed  or  implied by such
  forward-looking  statements.  Examples  of  such  factors  include,  but are not
  limited  to,  the mix of leases  written  in a  quarter  which are a result of a
  combination  of factors,  including,  but not  limited  to,  changes in customer
  demands and/or requirements,  new product announcements,  price changes, changes
  in delivery dates,  changes in maintenance  policies and the pricing policies of
  equipment  manufacturers,  and price competition from other lessors. The company
  undertakes  no  obligation  to  publicly  update or revise  any  forward-looking
  statements whether as a result of new information, future events or otherwise.
           Comdisco Inc. (NYSE:CDO),  a technology services company, is one of the
  world's leading providers of solutions that help organizations reduce technology
  cost and risk. These services include asset  management;  equipment  leasing and
  remarketing;  business continuity; technology integration; and network services.
  For more information visit Comdisco's web site at http://www.comdisco.com.
  
                                                         
  
  
  
  
  <PAGE>
  
  
  
  
  
  
                                                          
  Comdisco, Inc. and Subsidiaries
  Consolidated Statements of Earnings
  For the Three and Twelve Months Ended September 30, 1996 and 1995
  (Dollars in millions except per share data)
  
  <TABLE>
  <CAPTION>
  
                                                                                      Three months            Twelve months
                                                                                      ended                   ended
                                                                                      September 30            September 30
  
  
                                                                                      1996       1995       1996       1995
                                                                                     -------    -------    -------    -------
  <S>                                                                             <C>        <C>        <C>        <C>
  
  Revenue
    Leasing
      Operating                                                                   $   370    $   305    $ 1,365    $ 1,117
      Direct financing                                                                 33         43        149        180
      Sales-type                                                                      140         66        283        276
                                                                                  -------    -------    -------    -------
        Total leasing                                                                 543        414      1,797      1,573
  
  Sales                                                                                83         89        262        358
  Business continuity and network services                                             87         70        318        267
  Other                                                                                15         11         54         42
                                                                                  -------    -------    -------    -------
    Total revenue                                                                     728        584      2,431      2,240
                                                                                  -------    -------    -------    -------
  
  Costs and expenses
    Leasing
      Operating                                                                       287        227      1,037        824
      Sales-type                                                                      112         43        209        199
                                                                                  -------    -------    -------    -------
        Total leasing                                                                 399        270      1,246      1,023
  
  Sales                                                                                73         79        218        304
  Business continuity and network services                                             76         62        277        238
  Selling, general and administrative                                                  64         61        244        233
  Interest                                                                             68         68        262        274
                                                                                  -------    -------    -------    -------
    Total costs and expenses                                                          680        540      2,247      2,072
                                                                                  -------    -------    -------    -------
  
  Earnings before income taxes                                                         48         44        184        168
  Income taxes                                                                         18         17         70         64
                                                                                  -------    -------    -------    -------
  Net earnings before preferred dividends                                              30         27        114        104
  Preferred dividends                                                                  (2)        (2)        (8)        (8)
                                                                                  -------    -------    -------    -------
  Net earnings available to common stockholders                                   $    28    $    25    $   106    $    96
                                                                                  =======    =======    =======    =======
  
  Retained earnings at beginning of period                                        $   831    $   742    $   764    $   681
  Net earnings available to common stockholders                                        28         25        106         96
  Cash dividends paid on common stock                                                  (3)        (3)       (14)       (13)
                                                                                  -------    -------    -------    -------
  
  Retained earnings at end of period                                              $   856    $   764    $   856    $   764
                                                                                  =======    =======    =======    =======
  
  Net earnings per common and common equivalent share:
     Net earnings available to common stockholders                                $  0.53    $  0.45    $  2.00    $  1.73
                                                                                  =======    =======    =======    =======
  
  Common and common equivalent shares outstanding                                      53         55         53         55
                                                                                  =======    =======    =======    =======
  
  </TABLE>
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 14055}]
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": "96667881"}, "business-address": {"street1": "6111 N RIVER RD", "city": "ROSEMONT", "state": "IL", "zip": "60018", "phone": "7086983000"}, "mail-address": {"street1": "6111 NOTH RIVER ROAD", "street2": "6111 NOTH RIVER ROAD", "city": "ROSEMONT", "state": "IL", "zip": "60018"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                      Filed pursuant to Section 13 or 15(d) of
                         THE SECURITIES EXCHANGE ACT OF 1934
  
                                  November 15, 1996
                           Date of Earliest Event Reported
  
                                   COMDISCO, INC.
                              (a Delaware Corporation)
                                6111 North River Road
                              Rosemont, Illinois 60018
                              Telephone (708) 698-3000
                            Commission file number 1-7725
                  I.R.S. Employer Identification Number 36-2687938
  Item 5.  Other Events.
  
  On November 6, 1996, Comdisco, Inc. announced fourth quarter and fiscal 1996
  year end operating results.
  
  Item 7.  Financial Statements and Exhibits
  
  (c)      Exhibits
  
  99       Press Release announcing results of operations
  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 15, 1996                     by:      /s/ David J. Keenan
                                                       -------------------
                                                       David J. Keenan
                                                       Vice President and
                                                       Corporate Controller
  Exhibit 99.       Press Release Announcing Results of Operations
  
  For Immediate Release
                       Media Contact: Mary Moster 847/518-5147
  
   COMDISCO, INC. ANNOUNCES RECORD 1996 NET EARNINGS OF $2.00 PER COMMON SHARE ON
   REVENUE OF $2.4 BILLION; DECLARES QUARTERLY CASH DIVIDENDS
  
  ROSEMONT,  Illinois,  November 6, 1996: Comdisco,  Inc. (NYSE: CDO) today \
  reported operating results for its fourth quarter and fiscal year ended 
  September 30, 1996.
  
  OPERATING RESULTS:
  
           For the quarter ended  September 30, 1996,  the company  reported total
  revenue of $728  million,  versus $584  million for the prior year  period.  Net
  earnings for the quarter were $28 million,  or $.53 per common share, versus $25
  million, or $.45 per common share, for the prior year period.
           For the year ended  September  30,  1996,  the company  reported  total
  revenue of $2.4  billion,  versus $2.2  billion for the prior year  period.  Net
  earnings were $106 million,  or $2.00 per common share,  versus $96 million,  or
  $1.73 per common share, for the prior year period. 
  
  CEO COMMENTARY:
  
           Commenting on the Company's  results,  Jack Slevin,  chairman and chief
  executive officer,  stated," 1996 was the best year in the company's history. We
  set many new  records  during  the year but most  notable  was the volume of new
  business that we wrote during the year. We surpassed our internal target by over
  $400 million and wrote $2.6 billion of new business.  A significant part of this
  increase was due to the performance of our Technology  Integration  Services and
  Distributed Systems groups.
           "Our 1996 fourth quarter was our best quarter ever," Slevin  continued.
  "The  company's  new business  volume,  revenue,  and earnings were all records.
  Comdisco's  Business  Continuity and Network Services  division,  as well as our
  Healthcare  subsidiary and Comdisco  Ventures  division  posted records for both
  earnings and revenue for the quarter.  The company's lease volume  surpassed the
  $700 million mark for the second consecutive quarter to a record $769 million.
           "During the quarter we formed an alliance with VIASOFT (VIAS/NASDAQ/NM)
  that will add value to our Millennium  Testing  Services  program," Slevin said.
  "We also formed an alliance with Asset  Software  International  Corporation  of
  Canada  to  cooperatively   provide  asset  management   software  and  services
  worldwide. These joint ventures are integral components of Comdisco's technology
  services offerings.
           "For the year, we established  records in terms of new business volume,
  revenue, and earnings. One of our value drivers, operating lease revenue, was up
  22% from the prior year period.  The pretax earnings  contribution from our five
  diversified   business  areas;   Business   Continuity  and  Network   Services,
  Electronics,  International,  Healthcare and Comdisco Ventures, was $88 million,
  or 48% of pretax profits, up 28% from last year," he said.
           "The  company  strengthened  its  financial  position  in 1996 and made
  continued  improvements in shareholder value. We repurchased $80 million, or 3.7
  million shares, of Comdisco common stock during the year. Despite our aggressive
  share repurchase  program we increased our stockholders  equity to a record $799
  million. Our financial  performance did not go unnoticed.  In April,  Standard &
  Poor's raised our debt rating to BBB+ and in October  Moody's raised it to Baa1.
  Also,  the  total  return  of 47% on  Comdisco  common  stock  for  fiscal  1996
  outperformed the S&P 500 Index.
           "We  experienced  great success in 1996 and we anticipate that with the
  people,  strategies  and  technology  services that we have in place,  we should
  achieve an even greater level of success in 1997," Slevin said.
  DIVIDEND INFORMATION:
      
       On November 5, 1996, the company  declared a quarterly cash dividend of
  $.07 per share to common  stockholders.  The common stock cash  dividend will be
  payable on December 9, 1996, to stockholders of record on November 15, 1996. The
  company  declared  a  quarterly  cash  dividend  of $.55 per share to  preferred
  stockholders (Series A and B). The preferred stock cash dividend will be payable
  on December 15, 1996 to  preferred  stockholders  of record  (Series A and B) on
  November 29, 1996.  Comdisco had  49,632,758  shares,  and  3,562,600  shares of
  common  and  preferred  (Series  A and B) stock  outstanding,  respectively,  at
  September 30, 1996.
  
  SAFE HARBOR:
  
       The  third   paragraph  and  the  last  sentence  of  the  CEO commentary
  above  contain  forward-looking  statements  as to which the company intends to
  have the benefit of the safe harbor created by the Private Securities Litigation
  Reform Act of 1995. While these forward-looking  statements are based on  
  assumptions  believed  by the  company  to be  reasonable  and  reflect  the
  company's  current  expectations as to future events and financial  performance,
  they are subject to important  factors relating to the company's  operations and
  business  environment  which may cause the actual  results of the  company to be
  materially  different  from any  future  results  expressed  or  implied by such
  forward-looking  statements.  Examples  of  such  factors  include,  but are not
  limited  to,  the mix of leases  written  in a  quarter  which are a result of a
  combination  of factors,  including,  but not  limited  to,  changes in customer
  demands and/or requirements,  new product announcements,  price changes, changes
  in delivery dates,  changes in maintenance  policies and the pricing policies of
  equipment  manufacturers,  and price competition from other lessors. The company
  undertakes  no  obligation  to  publicly  update or revise  any  forward-looking
  statements whether as a result of new information, future events or otherwise.
           Comdisco Inc. (NYSE:CDO),  a technology services company, is one of the
  world's leading providers of solutions that help organizations reduce technology
  cost and risk. These services include asset  management;  equipment  leasing and
  remarketing;  business continuity; technology integration; and network services.
  For more information visit Comdisco's web site at http://www.comdisco.com.
  Comdisco, Inc. and Subsidiaries
  Consolidated Statements of Earnings
  For the Three and Twelve Months Ended September 30, 1996 and 1995
  (Dollars in millions except per share data)
  Three months            Twelve months
                                                                                      ended                   ended
                                                                                      September 30            September 30
  
                                                                                      1996       1995       1996       1995
                                                                                     -------    -------    -------    -------
  Revenue
    Leasing
      Operating                                                                   $   370    $   305    $ 1,365    $ 1,117
      Direct financing                                                                 33         43        149        180
      Sales-type                                                                      140         66        283        276
                                                                                  -------    -------    -------    -------
        Total leasing                                                                 543        414      1,797      1,573
  
  Sales                                                                                83         89        262        358
  Business continuity and network services                                             87         70        318        267
  Other                                                                                15         11         54         42
                                                                                  -------    -------    -------    -------
    Total revenue                                                                     728        584      2,431      2,240
                                                                                  -------    -------    -------    -------
  
  Costs and expenses
    Leasing
      Operating                                                                       287        227      1,037        824
      Sales-type                                                                      112         43        209        199
                                                                                  -------    -------    -------    -------
        Total leasing                                                                 399        270      1,246      1,023
  
  Sales                                                                                73         79        218        304
  Business continuity and network services                                             76         62        277        238
  Selling, general and administrative                                                  64         61        244        233
  Interest                                                                             68         68        262        274
                                                                                  -------    -------    -------    -------
    Total costs and expenses                                                          680        540      2,247      2,072
                                                                                  -------    -------    -------    -------
  
  Earnings before income taxes                                                         48         44        184        168
  Income taxes                                                                         18         17         70         64
                                                                                  -------    -------    -------    -------
  Net earnings before preferred dividends                                              30         27        114        104
  Preferred dividends                                                                  (2)        (2)        (8)        (8)
                                                                                  -------    -------    -------    -------
  Net earnings available to common stockholders                                   $    28    $    25    $   106    $    96
                                                                                  =======    =======    =======    =======
  
  Retained earnings at beginning of period                                        $   831    $   742    $   764    $   681
  Net earnings available to common stockholders                                        28         25        106         96
  Cash dividends paid on common stock                                                  (3)        (3)       (14)       (13)
                                                                                  -------    -------    -------    -------
  
  Retained earnings at end of period                                              $   856    $   764    $   856    $   764
                                                                                  =======    =======    =======    =======
  
  Net earnings per common and common equivalent share:
     Net earnings available to common stockholders                                $  0.53    $  0.45    $  2.00    $  1.73
                                                                                  =======    =======    =======    =======
  
  Common and common equivalent shares outstanding                                      53         55         53         55
                                                                                  =======    =======    =======    =======