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
  
                                  July 26,2000
                           Date of Earliest Event Reported
  
                                   COMDISCO, INC.
                              (a Delaware Corporation)
                                6111 North River Road
                              Rosemont, Illinois 60018
                              Telephone (847) 698-3000
                            Commission file number 1-7725
                  I.R.S. Employer Identification Number 36-2687938
  
  
  
  
  
  
  
                                        -1-
  
  <PAGE>
  
  Item 5   Other Events
  
       On July 26, 2000,  Comdisco,  Inc  announced  third quarter and nine months
  ended June 30, 2000 operating results.
  
  Item 7   Financial Statements and Exhibits
  
  (c)      Exhibits
  
  99.1       Safe Harbor Statement
  
  99.2       Consolidated  Statements  of  Earnings  For the Three and Nine Months
             ended June 30, 2000 and 1999.
  
                                        -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: July 26, 2000                                by:     /s/David J. Keenan
                                                                ------------------
                                                                   David J. Keenan
                                                             Senior Vice President
                                                                    and Controller
  
                                        -3-
  
  <PAGE>
  
                                                                      Exhibit 99.1
  
  Note on Forward-Looking Information
  
  The company believes that certain statements herein and in the future filings by
  the company with the  Securities  and Exchange  Commission  and in the company's
  written  and oral  statements  made by or with  the  approval  of an  authorized
  executive officer constitute "forward-looking  statements" within the meaning of
  Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
  Exchange  Act of  1934,  and  the  company  intends  that  such  forward-looking
  statements be subject to the safe harbors created thereby. The words and phrases
  "looking  ahead,"  "we are  confident,"  "should  be," "will  be,"  "predicted,"
  "believe,"   "expect"  and   "anticipate"  and  similar   expressions   identify
  forward-looking statements.
  
  These  forward-looking  statements  reflect  the  company's  current  views with
  respect to future  events and  financial  performance,  but are  subject to many
  uncertainties  and 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.
  
  The  following  lists some of the factors,  which could cause  results to differ
  from expectations.
  
  As a result of the  evolving  nature of its services  business,  the company has
  limited  meaningful  historical  data in  which to base  its  planned  operating
  expenses.  A significant  portion of the company's  expense  levels are based in
  part on its expectations as to future services revenues, and, to a large extent,
  are fixed.
  
  To attain its services earnings  contribution goals for fiscal 2000, the company
  will have to meet its  obligations  under the  agreements  underlying  its sales
  backlog.  Also, the company must expand its contract  subscription base (through
  new  contract  signings and contract  renewals),  increase its revenues  through
  other technology services,  primarily managed network services, web availability
  services, and IT CAP Solutions, and contain costs.
  
  The  company's  ability to obtain new business and realize  revenue on its sales
  backlog  depends on its ability to  anticipate  technological  changes,  develop
  services to meet customer requirements on a global basis and achieve delivery of
  services that meet  customer  requirements  on a domestic and global  basis.  In
  addition,  with  respect  to  new  business  opportunities,   the  company  must
  successfully compete with organizations offering similar services.
  
  Securities  held  by  Comdisco   Ventures  are  generally   subject  to  lockups
  restricting  its ability to sell until  several  months after an initial  public
  offering.  The  public  market for high  technology  and other  emerging  growth
  companies  is extremely  volatile.  Such  volatility  may  adversely  affect the
  ability of the company to dispose of the  securities  held by Comdisco  Ventures
  and the value of those securities on the date of sale.
  
  Prism is a start up company that has incurred  operating  losses since inception
  and the company expects that Prism's  operating losses will continue to increase
  as it constructs its communications  network.  There can be no assurance that in
  the future Prism will be profitable on a quarterly or annual basis. In addition,
  Prism will require  substantial  additional capital to support its data network,
  to expand its  services,  to  increase  its sales and  marketing  efforts and to
  support its growth. Prism operates in a highly regulated environment and changes
  in regulatory policy could adversely impact Prism.
  
  Additional  factors  that would  cause  results to differ are  discussed  in the
  company's Form 10-Q for the quarter ended March 31, 2000. The company undertakes
  no obligation to publicly update or revise any forward-looking statement whether
  as a result of new information, future events or otherwise.
  
                                        -4-
  
  <PAGE>
  
                                                                      Exhibit 99.2
  
  Comdisco, Inc.
  Consolidated Statements of Earnings
  
  For the Three and Nine Months Ended June 30, 2000 and 1999
  (dollars in millions except per share data)
  <TABLE>
  <CAPTION>
  
                                                      Three months ended          Nine months ended
                                                       June 30, June 30,    %      June 30, June 30, %
                                                       2000     1999       +/-     2000        1999      +/-
                                                       ----       ----    ----    -----       -----      ----
  <S>                                               <C>        <C>      <C>       <C>        <C>         <C>
  Revenue
   Leasing
  
    Operating ...................................   $   414    $   443     -7%    $1,288     $1,481       -13%
    Direct financing ............................        44         40     10%       130        120         8%
    Sales-type ..................................        75         91    -18%       281        442       -36%
                                                       ----       ----    ----     -----      -----      ----
     Total leasing ..............................       533        574     -7%     1,699      2,043       -17%
  
  Equipment Sales ...............................       142         62    129%       308        187        65%
  Mainframe and medical sale (1) ................      --          503   -100%       --         503      -100%
  Continuity and network services ...............       173        133     30%       476        376        27%
  Other .........................................       105         30    250%       360         66       445%
                                                       ----       ----    ----     -----      -----      ----
    Total revenue ...............................       953      1,302    -27%     2,843      3,175       -10%
                                                       ----       ----    ----     -----      -----      ----
  Costs and expenses
   Leasing
  
    Operating ...................................       332        358     -7%     1,039      1,195       -13%
    Sales-type ..................................        50         53     -6%       211        337       -37%
                                                       ----       ----    ----     -----      -----      ----
     Total leasing ..............................       382        411     -7%     1,250      1,532       -18%
  
  Equipment Sales ...............................       115         50    130%       243        159        53%
  Mainframe and medical sales <F1> ...............      --          503   -100%       --         503      -100%
  Continuity and network services ...............       161        112     44%       424        317        34%
  Selling, general and administrative ...........       116         77     51%       375        219        71%
  Interest ......................................        88         82      7%       259        253         2%
  Prism .........................................        65         11    491%       135         14       864%
  Other <F2>.....................................       --         --      N/A        --        150      -100%
                                                       ----       ----    ----     -----      -----      ----
    Total costs and expenses ....................       927      1,246    -26%     2,686      3,147       -15%
                                                       ----       ----    ----     -----      -----      ----
  
  Earnings before income taxes ..................        26         56    -54%       157         28       461%
  Income taxes ..................................         9         20    -55%        56         10       460%
                                                       ----       ----    ----     -----      -----      ----
  Net earnings to common stockholders ...........   $    17    $    36    -53%    $  101     $   18       461%
                                                       ====       ====    ===      =====      =====      ====
  
  Retained earnings at beginning of period ......   $ 1,210    $ 1,075            $1,134     $1,101
  Net earnings to common stockholders ...........        17         36               101         18
  Cash dividends paid on common stock ...........        (4)        (4)              (12)       (12)
                                                       ----       ----             -----      -----
  Retained earnings at end of period ............   $ 1,223    $ 1,107            $1,223     $1,107
                                                      =====      =====             =====      =====
  
  Net earnings per common share:
  
       Earnings per common share--basic .........   $  0.11    $  0.23    -52%    $ 0.66    $  0.12      450%
                                                      =====      =====   ====      =====      =====      ===
       Earnings per common share--diluted .......   $  0.10    $  0.22    -55%    $ 0.62    $  0.11      464%
                                                      =====      =====   ====      =====      =====      ===
  
  Common shares outstanding:
       Average common shares outstanding--basic         151        152               152        152
                                                      =====      =====             =====      =====
       Average common shares outstanding--diluted       161        164               162        162
                                                      =====      =====             =====      =====
  <FN>
       <F1>  The  sale of the  mainframe  portfolio  and the  sale of the  medical
  refurbishing  business were both  concluded in the fiscal quarter ended June 30,
  2000.
  
       <F2> In the second quarter of fiscal 1999,  the company  recorded a pre-tax
  charge of $150 million ($96 million after-tax, or $.59 per common share) related
  to the divestiture of low-margin businesses and the realignment of the company's
  service businesses.
  </FN>
                                        -5-
  
  </TABLE>
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "8K SUBMISSION", "secsgml_size_bytes": 12285}]
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": "679698"}, "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
  
                      Filed pursuant to Section 13 or 15(d) of
                         THE SECURITIES EXCHANGE ACT OF 1934
  
                                  July 26,2000
                           Date of Earliest Event Reported
  
                                   COMDISCO, INC.
                              (a Delaware Corporation)
                                6111 North River Road
                              Rosemont, Illinois 60018
                              Telephone (847) 698-3000
                            Commission file number 1-7725
                  I.R.S. Employer Identification Number 36-2687938
  
                                        -1-
  Item 5   Other Events
  
       On July 26, 2000,  Comdisco,  Inc  announced  third quarter and nine months
  ended June 30, 2000 operating results.
  
  Item 7   Financial Statements and Exhibits
  
  (c)      Exhibits
  
  99.1       Safe Harbor Statement
  
  99.2       Consolidated  Statements  of  Earnings  For the Three and Nine Months
             ended June 30, 2000 and 1999.
  
                                        -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: July 26, 2000                                by:     /s/David J. Keenan
                                                                ------------------
                                                                   David J. Keenan
                                                             Senior Vice President
                                                                    and Controller
  
                                        -3-
  Exhibit 99.1
  
  Note on Forward-Looking Information
  
  The company believes that certain statements herein and in the future filings by
  the company with the  Securities  and Exchange  Commission  and in the company's
  written  and oral  statements  made by or with  the  approval  of an  authorized
  executive officer constitute "forward-looking  statements" within the meaning of
  Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
  Exchange  Act of  1934,  and  the  company  intends  that  such  forward-looking
  statements be subject to the safe harbors created thereby. The words and phrases
  "looking  ahead,"  "we are  confident,"  "should  be," "will  be,"  "predicted,"
  "believe,"   "expect"  and   "anticipate"  and  similar   expressions   identify
  forward-looking statements.
  
  These  forward-looking  statements  reflect  the  company's  current  views with
  respect to future  events and  financial  performance,  but are  subject to many
  uncertainties  and 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.
  
  The  following  lists some of the factors,  which could cause  results to differ
  from expectations.
  
  As a result of the  evolving  nature of its services  business,  the company has
  limited  meaningful  historical  data in  which to base  its  planned  operating
  expenses.  A significant  portion of the company's  expense  levels are based in
  part on its expectations as to future services revenues, and, to a large extent,
  are fixed.
  
  To attain its services earnings  contribution goals for fiscal 2000, the company
  will have to meet its  obligations  under the  agreements  underlying  its sales
  backlog.  Also, the company must expand its contract  subscription base (through
  new  contract  signings and contract  renewals),  increase its revenues  through
  other technology services,  primarily managed network services, web availability
  services, and IT CAP Solutions, and contain costs.
  
  The  company's  ability to obtain new business and realize  revenue on its sales
  backlog  depends on its ability to  anticipate  technological  changes,  develop
  services to meet customer requirements on a global basis and achieve delivery of
  services that meet  customer  requirements  on a domestic and global  basis.  In
  addition,  with  respect  to  new  business  opportunities,   the  company  must
  successfully compete with organizations offering similar services.
  
  Securities  held  by  Comdisco   Ventures  are  generally   subject  to  lockups
  restricting  its ability to sell until  several  months after an initial  public
  offering.  The  public  market for high  technology  and other  emerging  growth
  companies  is extremely  volatile.  Such  volatility  may  adversely  affect the
  ability of the company to dispose of the  securities  held by Comdisco  Ventures
  and the value of those securities on the date of sale.
  
  Prism is a start up company that has incurred  operating  losses since inception
  and the company expects that Prism's  operating losses will continue to increase
  as it constructs its communications  network.  There can be no assurance that in
  the future Prism will be profitable on a quarterly or annual basis. In addition,
  Prism will require  substantial  additional capital to support its data network,
  to expand its  services,  to  increase  its sales and  marketing  efforts and to
  support its growth. Prism operates in a highly regulated environment and changes
  in regulatory policy could adversely impact Prism.
  
  Additional  factors  that would  cause  results to differ are  discussed  in the
  company's Form 10-Q for the quarter ended March 31, 2000. The company undertakes
  no obligation to publicly update or revise any forward-looking statement whether
  as a result of new information, future events or otherwise.
  
                                        -4-
  Exhibit 99.2
  
  Comdisco, Inc.
  Consolidated Statements of Earnings
  
  For the Three and Nine Months Ended June 30, 2000 and 1999
  (dollars in millions except per share data)
  Three months ended          Nine months ended
                                                       June 30, June 30,    %      June 30, June 30, %
                                                       2000     1999       +/-     2000        1999      +/-
                                                       ----       ----    ----    -----       -----      ----
  Revenue
   Leasing
  
    Operating ...................................   $   414    $   443     -7%    $1,288     $1,481       -13%
    Direct financing ............................        44         40     10%       130        120         8%
    Sales-type ..................................        75         91    -18%       281        442       -36%
                                                       ----       ----    ----     -----      -----      ----
     Total leasing ..............................       533        574     -7%     1,699      2,043       -17%
  
  Equipment Sales ...............................       142         62    129%       308        187        65%
  Mainframe and medical sale (1) ................      --          503   -100%       --         503      -100%
  Continuity and network services ...............       173        133     30%       476        376        27%
  Other .........................................       105         30    250%       360         66       445%
                                                       ----       ----    ----     -----      -----      ----
    Total revenue ...............................       953      1,302    -27%     2,843      3,175       -10%
                                                       ----       ----    ----     -----      -----      ----
  Costs and expenses
   Leasing
  
    Operating ...................................       332        358     -7%     1,039      1,195       -13%
    Sales-type ..................................        50         53     -6%       211        337       -37%
                                                       ----       ----    ----     -----      -----      ----
     Total leasing ..............................       382        411     -7%     1,250      1,532       -18%
  
  Equipment Sales ...............................       115         50    130%       243        159        53%
  Mainframe and medical sales
  ...............      --          503   -100%       --         503      -100%
  Continuity and network services ...............       161        112     44%       424        317        34%
  Selling, general and administrative ...........       116         77     51%       375        219        71%
  Interest ......................................        88         82      7%       259        253         2%
  Prism .........................................        65         11    491%       135         14       864%
  Other
  .....................................       --         --      N/A        --        150      -100%
                                                       ----       ----    ----     -----      -----      ----
    Total costs and expenses ....................       927      1,246    -26%     2,686      3,147       -15%
                                                       ----       ----    ----     -----      -----      ----
  
  Earnings before income taxes ..................        26         56    -54%       157         28       461%
  Income taxes ..................................         9         20    -55%        56         10       460%
                                                       ----       ----    ----     -----      -----      ----
  Net earnings to common stockholders ...........   $    17    $    36    -53%    $  101     $   18       461%
                                                       ====       ====    ===      =====      =====      ====
  
  Retained earnings at beginning of period ......   $ 1,210    $ 1,075            $1,134     $1,101
  Net earnings to common stockholders ...........        17         36               101         18
  Cash dividends paid on common stock ...........        (4)        (4)              (12)       (12)
                                                       ----       ----             -----      -----
  Retained earnings at end of period ............   $ 1,223    $ 1,107            $1,223     $1,107
                                                      =====      =====             =====      =====
  
  Net earnings per common share:
  
       Earnings per common share--basic .........   $  0.11    $  0.23    -52%    $ 0.66    $  0.12      450%
                                                      =====      =====   ====      =====      =====      ===
       Earnings per common share--diluted .......   $  0.10    $  0.22    -55%    $ 0.62    $  0.11      464%
                                                      =====      =====   ====      =====      =====      ===
  
  Common shares outstanding:
       Average common shares outstanding--basic         151        152               152        152
                                                      =====      =====             =====      =====
       Average common shares outstanding--diluted       161        164               162        162
                                                      =====      =====             =====      =====
  The  sale of the  mainframe  portfolio  and the  sale of the  medical
  refurbishing  business were both  concluded in the fiscal quarter ended June 30,
  2000.
  In the second quarter of fiscal 1999,  the company  recorded a pre-tax
  charge of $150 million ($96 million after-tax, or $.59 per common share) related
  to the divestiture of low-margin businesses and the realignment of the company's
  service businesses.
  -5-