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
  
                                  January 8, 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 7. Financial Statements and Exhibits
  
  (c)      Exhibits
  
  99.1     Opinion of Jeremiah M,  Fitzgerald,  Esq.,  Vice  President and General
           Counsel of the Registrant  relating to the legality of the Registrant's
           Medium Term Notes, Series E.
  
  99.2     Consent of KPMG Peat Marwick LLP.
  
  
  <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: January 8, 1996                       by:      /s/David J. Keenan
                                                       ------------------
                                                                   David J. Keenan
                                                                Vice President and
                                                              Corporate Controller
  
  
  <PAGE>
  
  
                                                                      Exhibit 99.1
  
  
  
                                  January 8, 1996
  
  The Board of Directors of
  Comdisco, Inc.
  6111 North River Road
  Rosemont, Illinois  60018
  
           Re:  Issuance of up to $400 Million in Medium Term Notes, Series E
                of Comdisco, Inc.
  
  Ladies and Gentlemen:
  
           Reference is made to the form of the Registration Statement on Form S-3
  (File No.  33-63823)  filed with the  Securities  and Exchange  Commission  (the
  "Commission")  on October 31, 1995 (the  "Registration  Statement") by Comdisco,
  Inc., a Delaware corporation (the "Company"),  under the Securities Act of 1933,
  as amended (the "Act"), and declared  effective  December 15, 1995,  relating to
  $750,000,000  in aggregate  principal  amount of Debt  Securities of the Company
  (the "Debt  Securities")  and Common Stock as may be issuable  from time to time
  upon  conversion  or  exchange  of  Debt  Securities  to the  extent  such  Debt
  Securities  are, by their terms,  convertible or  exchangeable  for common stock
  pursuant to Rule 415 under the Act for issuance from time to time.  This opinion
  is being  furnished to you for filing on a Current Report on Form 8-K which will
  be  incorporated  by reference  as a  supplemental  exhibit to the  Registration
  Statement.
  
           I am familiar  with the  proceedings  taken and proposed to be taken by
  the Company in connection with the proposed authorization,  issue and sale of up
  to $400 million in aggregate  principal amount of Medium Term Notes, Series E to
  be offered by the Company as Debt Securities  under the  Registration  Statement
  (the  "Notes"),  and I have  examined  the  originals,  or copies,  certified or
  otherwise  identified,  of  corporate  records of the Company,  certificates  of
  public  officials  and  representatives  of  the  Company,  statutes  and  other
  documents and instruments, as the basis for the opinion hereinafter expressed. I
  have also examined the form of Indenture between the Company and Yasuda Bank and
  Trust Company (U.S.A.), as Trustee,  under which the Notes are to be issued (the
  "Indenture")  and the form of  Distribution  Agreement by and among the Company,
  and  certain  Agents  pursuant  to which  the  Notes  will be  distributed  (the
  "Distribution  Agreement"),  the  forms  of each of  which  have  been  filed as
  exhibits to the  Registration  Statement.  I am also  familiar  with the form of
  Prospectus Supplement and Prospectus relating to the Notes and their offering by
  the  Company,  each to be  dated  January  11,  1996  and to be  filed  with the
  Commission  on or about  January 11, 1996. I am also  familiar with the proposed
  opinion of legal  counsel  qualified  to  practice  in New York  concerning  the
  validity,  legality  and binding  effect of the Notes  under New York law,  upon
  which  I will  rely  in  delivering  my  opinion  pursuant  to the  Distribution
  Agreement and upon which opinion I am relying in connection with this opinion.
  
           Based upon the foregoing,  and in reliance thereon, I am of the opinion
  that,  subject to the terms of the Notes  being  otherwise  in  compliance  with
  applicable law, the Notes,  when duly authorized,  executed,  authenticated  and
  delivered in the form  contemplated  by the Indenture and in accordance with the
  terms of the  applicable  resolutions  of the Board of Directors of the Company,
  and any legally required consents, approvals, authorizations and other orders of
  the  Commission or any other judicial or regulatory  authorities  required to be
  obtained,  against payment therefor as described in the Registration  Statement,
  will be legally issued and will be binding obligations of the Company,  entitled
  to the benefits of Indenture.
  
           The  foregoing  opinion is subject  to (i) any  applicable  bankruptcy,
  insolvency,  reorganization,  moratorium  or similar laws  affecting  creditors'
  rights generally and (ii) with respect to the enforceability of any agreement to
  general  principles  of equity  (regardless  of whether such  enforceability  is
  considered in an action at law or in equity).
  
           I am  qualified  to practice  law in the State of  Illinois  and do not
  purport to be an expert on, or to express any opinion herein  concerning any law
  other than the laws of the State of Illinois,  the corporation laws of the State
  of Delaware,  and the federal laws of the United  States.  Without  limiting the
  generality of the foregoing, I express no opinion as to the effect of the law of
  any  jurisdiction  other  than the State of  Illinois  or the  corporate  law of
  Delaware.
  
           I hereby  consent  to the  filing of this  opinion as an exhibit to the
  Company's  Current Report on Form 8-K to be  incorporated  by reference into the
  Registration Statement.
  
                                                                 Very truly yours,
  
  
  
                                                        /s/ Jeremiah M. Fitzgerald
                                                            Jeremiah M. Fitzgerald
                                                                Vice President and
                                                                   General Counsel
  
  
  <PAGE>
  
  
       [KPMG Peat Marwick LLP Letterhead]
  
  
                          Consent of KPMG Peat Marwick LLP
  
  The Board of Directors
  Comdisco, Inc.
  
  We consent to the  incorporation by reference in the  Registration  Statement of
  Form S-3 (No. 33-63823) of Comdisco, Inc. of our reports dated November 7, 1995,
  relating to the consolidated  balance sheets of Comdisco,  Inc. and subsidiaries
  as of September 30, 1995 and 1994,  and the related  consolidated  statements of
  earnings,  stockholders'  equity,  and cash  flows  for each of the years in the
  three-year period ended September 30, 1995 and the related  financial  statement
  schedule  which  reports  appear  in or are  incorporated  by  reference  in the
  September 30, 1995  annual  report on form 10-K of  Comdisco,  Inc.,  and to the
  reference to our firm under the heading "Experts" included herein.
  
                                                          /s/KPMG Peat Marwick LLP
  
  January 8, 1996
  Chicago, Illinois
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 8412}]
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": "96502600"}, "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
  
                                  January 8, 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 7. Financial Statements and Exhibits
  
  (c)      Exhibits
  
  99.1     Opinion of Jeremiah M,  Fitzgerald,  Esq.,  Vice  President and General
           Counsel of the Registrant  relating to the legality of the Registrant's
           Medium Term Notes, Series E.
  
  99.2     Consent of KPMG Peat Marwick LLP.
  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: January 8, 1996                       by:      /s/David J. Keenan
                                                       ------------------
                                                                   David J. Keenan
                                                                Vice President and
                                                              Corporate Controller
  Exhibit 99.1
  
                                  January 8, 1996
  
  The Board of Directors of
  Comdisco, Inc.
  6111 North River Road
  Rosemont, Illinois  60018
  
           Re:  Issuance of up to $400 Million in Medium Term Notes, Series E
                of Comdisco, Inc.
  
  Ladies and Gentlemen:
  
           Reference is made to the form of the Registration Statement on Form S-3
  (File No.  33-63823)  filed with the  Securities  and Exchange  Commission  (the
  "Commission")  on October 31, 1995 (the  "Registration  Statement") by Comdisco,
  Inc., a Delaware corporation (the "Company"),  under the Securities Act of 1933,
  as amended (the "Act"), and declared  effective  December 15, 1995,  relating to
  $750,000,000  in aggregate  principal  amount of Debt  Securities of the Company
  (the "Debt  Securities")  and Common Stock as may be issuable  from time to time
  upon  conversion  or  exchange  of  Debt  Securities  to the  extent  such  Debt
  Securities  are, by their terms,  convertible or  exchangeable  for common stock
  pursuant to Rule 415 under the Act for issuance from time to time.  This opinion
  is being  furnished to you for filing on a Current Report on Form 8-K which will
  be  incorporated  by reference  as a  supplemental  exhibit to the  Registration
  Statement.
  
           I am familiar  with the  proceedings  taken and proposed to be taken by
  the Company in connection with the proposed authorization,  issue and sale of up
  to $400 million in aggregate  principal amount of Medium Term Notes, Series E to
  be offered by the Company as Debt Securities  under the  Registration  Statement
  (the  "Notes"),  and I have  examined  the  originals,  or copies,  certified or
  otherwise  identified,  of  corporate  records of the Company,  certificates  of
  public  officials  and  representatives  of  the  Company,  statutes  and  other
  documents and instruments, as the basis for the opinion hereinafter expressed. I
  have also examined the form of Indenture between the Company and Yasuda Bank and
  Trust Company (U.S.A.), as Trustee,  under which the Notes are to be issued (the
  "Indenture")  and the form of  Distribution  Agreement by and among the Company,
  and  certain  Agents  pursuant  to which  the  Notes  will be  distributed  (the
  "Distribution  Agreement"),  the  forms  of each of  which  have  been  filed as
  exhibits to the  Registration  Statement.  I am also  familiar  with the form of
  Prospectus Supplement and Prospectus relating to the Notes and their offering by
  the  Company,  each to be  dated  January  11,  1996  and to be  filed  with the
  Commission  on or about  January 11, 1996. I am also  familiar with the proposed
  opinion of legal  counsel  qualified  to  practice  in New York  concerning  the
  validity,  legality  and binding  effect of the Notes  under New York law,  upon
  which  I will  rely  in  delivering  my  opinion  pursuant  to the  Distribution
  Agreement and upon which opinion I am relying in connection with this opinion.
  
           Based upon the foregoing,  and in reliance thereon, I am of the opinion
  that,  subject to the terms of the Notes  being  otherwise  in  compliance  with
  applicable law, the Notes,  when duly authorized,  executed,  authenticated  and
  delivered in the form  contemplated  by the Indenture and in accordance with the
  terms of the  applicable  resolutions  of the Board of Directors of the Company,
  and any legally required consents, approvals, authorizations and other orders of
  the  Commission or any other judicial or regulatory  authorities  required to be
  obtained,  against payment therefor as described in the Registration  Statement,
  will be legally issued and will be binding obligations of the Company,  entitled
  to the benefits of Indenture.
  
           The  foregoing  opinion is subject  to (i) any  applicable  bankruptcy,
  insolvency,  reorganization,  moratorium  or similar laws  affecting  creditors'
  rights generally and (ii) with respect to the enforceability of any agreement to
  general  principles  of equity  (regardless  of whether such  enforceability  is
  considered in an action at law or in equity).
  
           I am  qualified  to practice  law in the State of  Illinois  and do not
  purport to be an expert on, or to express any opinion herein  concerning any law
  other than the laws of the State of Illinois,  the corporation laws of the State
  of Delaware,  and the federal laws of the United  States.  Without  limiting the
  generality of the foregoing, I express no opinion as to the effect of the law of
  any  jurisdiction  other  than the State of  Illinois  or the  corporate  law of
  Delaware.
  
           I hereby  consent  to the  filing of this  opinion as an exhibit to the
  Company's  Current Report on Form 8-K to be  incorporated  by reference into the
  Registration Statement.
  
                                                                 Very truly yours,
  
                                                        /s/ Jeremiah M. Fitzgerald
                                                            Jeremiah M. Fitzgerald
                                                                Vice President and
                                                                   General Counsel
  [KPMG Peat Marwick LLP Letterhead]
  
                          Consent of KPMG Peat Marwick LLP
  
  The Board of Directors
  Comdisco, Inc.
  
  We consent to the  incorporation by reference in the  Registration  Statement of
  Form S-3 (No. 33-63823) of Comdisco, Inc. of our reports dated November 7, 1995,
  relating to the consolidated  balance sheets of Comdisco,  Inc. and subsidiaries
  as of September 30, 1995 and 1994,  and the related  consolidated  statements of
  earnings,  stockholders'  equity,  and cash  flows  for each of the years in the
  three-year period ended September 30, 1995 and the related  financial  statement
  schedule  which  reports  appear  in or are  incorporated  by  reference  in the
  September 30, 1995  annual  report on form 10-K of  Comdisco,  Inc.,  and to the
  reference to our firm under the heading "Experts" included herein.
  
                                                          /s/KPMG Peat Marwick LLP
  
  January 8, 1996
  Chicago, Illinois